- Enterprise value (EV)
- Equity value + debt + preferred + minority interest − cash; capital-structure-neutral.
- EDGAR
- The SEC's electronic system for public-company filings; the primary IB data source.
- Form 10-K
- Annual report with audited financial statements.
- Form 10-Q
- Quarterly report (unaudited); Exchange Act Rule 13a-13 / 15d-13.
- Form 8-K
- Current report disclosing material events within 4 business days.
- Transition report (13a-10)
- Filing made when a company changes its fiscal year.
- Schedule 13D
- Filed by a >5% beneficial owner with intent to influence/control (activist).
- Schedule 13G
- Short-form 13D for passive >5% holders / institutions.
- Form 13F
- Quarterly holdings report by managers with ≥$100M in 13(f) securities.
- Forms 3 / 4 / 5
- Insider ownership filings: initial / changes (2 business days) / annual.
- Beneficial ownership threshold
- Crossing >5% triggers a Schedule 13D or 13G filing.
- FINRA Rule 2241
- Governs research analysts/reports; separates research from investment banking.
- Information barrier (Chinese wall)
- Separation preventing IB from improperly influencing research.
- Syndicate desk
- Internal source for market demand, pricing, structure, and covenants.
- Balance sheet
- Snapshot: Assets=Liabilities+Stockholders’ Equity.
- Income statement
- Over a period: revenue − COGS − SG&A − D&A − interest − taxes = net income.
- Cash flow statement
- CFO+CFI+CFF= net change in cash.
- PP&E
- Property, plant & equipment — long-term tangible assets.
- APIC
- Additional paid-in capital — equity raised above par value.
- Goodwill
- Intangible: purchase price paid above the fair value of net identifiable assets.
- COGS
- Cost of goods sold — the direct costs of production.
- SG&A
- Selling, general & administrative expenses.
- Working capital
- Current assets−current liabilities.
- Deferred revenue
- Cash received before the good or service is delivered (a liability).
- Non-cash expense
- An expense like depreciation that reduces net income but is added back in CFO.
- Current ratio
- current liabilitiescurrent assets.
- Quick (acid-test) ratio
- current liabilitiescurrent assets−inventory.
- Net debt
- total debt−cash & equivalents.
- Debt-to-equity
- shareholders’ equitytotal debt.
- Debt-to-capital
- debt+equitydebt.
- Interest coverage ratio
- interest expenseEBIT.
- Net debt / EBITDA
- The headline leverage metric in IB and LBO analysis.
- Free cash flow yield
- market capFCF.
- EBIT
- Earnings before interest & taxes (operating income).
- EBITDA
- EBIT+depreciation & amortization.
- EBITDAR
- EBITDA+rent.
- EPS
- weighted avg sharesnet income−preferred dividends.
- Gross margin
- revenuegross profit.
- Operating margin
- revenueEBIT.
- Net margin
- revenuenet income.
- ROA
- total assetsnet income.
- ROE
- shareholders’ equitynet income.
- ROIC
- invested capitalNOPAT.
- Normalized earnings
- Earnings adjusted for nonrecurring / extraordinary items.
- Nonrecurring item
- A one-time gain or loss excluded to assess core performance.
- Equity value (market cap)
- share price×diluted shares outstanding.
- EV/EBITDA
- A capital-structure-neutral valuation multiple.
- P/E ratio
- earnings per shareprice.
- Forward P/E
- next-twelve-months EPSprice.
- P/B ratio
- book value per shareprice.
- PEG ratio
- earnings growth rateP/E.
- P/S ratio
- sales per shareprice.
- DCF
- Present value of unlevered FCF + terminal value, discounted at WACC.
- WACC
- VERe+VDRd(1−T); the DCF discount rate.
- Terminal value
- Value beyond the projection period (Gordon Growth or exit multiple).
- Gordon Growth Model
- TV=WACC−gFCFn(1+g).
- NPV
- Sum of discounted cash flows minus the initial investment.
- IRR
- The discount rate at which NPV=0.
- DDM
- Dividend discount model: value=r−gD1.
- CAGR
- (BeginEnd)1/n−1.
- Beta
- A measure of systematic (market) risk.
- CAPM
- Re=Rf+β(Rm−Rf); the cost of equity.
- Accretion
- A deal that increases the acquirer's pro forma EPS.
- Dilution
- A deal that decreases the acquirer's pro forma EPS.
- Accretion/dilution rule of thumb
- An all-stock deal is accretive when the acquirer's P/E > the target's.
- Sum-of-the-parts (SOTP)
- Value each segment separately, then add them up.
- LTM
- Last twelve months (trailing).
- NTM
- Next twelve months (forward).
- Economic profit (EVA)
- NOPAT−(invested capital×WACC).
- Comparable companies analysis
- Value via public peers' trading multiples (market-based).
- Precedent transactions analysis
- Value via multiples paid in past M&A deals (includes a control premium).
- Control premium
- The extra paid above market price to acquire control.
- Valuation football field
- A bar chart showing valuation ranges by method.
- LBO floor
- An LBO sets the valuation floor — the most a sponsor could pay at a target IRR.
- FIFO
- First-in-first-out; in rising prices → lower COGS, higher income.
- LIFO
- Last-in-first-out; in rising prices → higher COGS, lower income/taxes.
- LIFO reserve
- The difference between LIFO and FIFO inventory values.
- C corporation
- A separate taxable entity (double taxation).
- S corporation
- A pass-through entity (≤100 shareholders).
- LLC
- Limited liability company; pass-through and flexible.
- MLP
- Master limited partnership; a publicly traded pass-through.
- REIT
- Real estate investment trust; must distribute ≥90% of taxable income.
- Private equity fund
- Pooled capital making private / buyout investments.
- QIB
- Qualified Institutional Buyer — owns/manages ≥$100M in securities (Rule 144A).
- Qualified purchaser
- Holds ≥$5M in investments (the 3(c)(7) threshold).
- Accredited investor
- $200K/$300K income or >$1M net worth excluding home (Rule 501).
- IPO
- Initial public offering — a company's first public sale of stock.
- Follow-on offering
- An additional public offering by an already-public company.
- PIPE
- Private investment in public equity.
- Primary offering
- New shares; proceeds go to the company (dilutive).
- Secondary offering
- Existing shares sold by holders; proceeds go to the selling shareholders.
- Forward sale
- An agreement to sell securities at a future date and price.
- GARP
- Growth at a reasonable price (an investment objective).
- Risk arbitrage
- A strategy trading on announced merger spreads.
- Due diligence
- Investigation to verify facts and satisfy disclosure obligations.
- Material misstatement standard
- No untrue material fact; no omission that makes statements misleading.
- Rule 176
- Defines reasonable investigation — the §11 due diligence defense.
- Data room (VDR)
- A repository of confidential documents for buyer due diligence.
- Bring-down due diligence
- Updating DD just before closing to confirm no material change.
- Sarbanes-Oxley (SOX)
- 2002 act enhancing financial disclosure and internal controls.
- SOX §402
- Prohibits most personal loans to executives.
- SOX §403
- Requires disclosure of insider / principal-stockholder transactions.
- SOX §404
- Management assessment of internal control over financial reporting.
- Off-balance-sheet liability
- An obligation not recorded on the balance sheet (a DD red flag).
- Rule 13e-3
- Going-private transactions (heightened disclosure).
- Rule 13e-1
- Issuer purchases during a third-party tender offer.
- Securities Act of 1933
- Governs registration & disclosure of new securities offerings.
- Securities Exchange Act of 1934
- Governs secondary trading, reporting, and broker-dealers.
- Section 5
- The master prohibition governing the registration/offering process.
- Pre-filing (quiet) period
- No offers or sales permitted (gun-jumping is prohibited).
- Waiting (cooling-off) period
- Oral offers, red herring, and IOIs allowed; no sales.
- Post-effective period
- Sales permitted; the final prospectus is delivered.
- Registration statement
- Document filed with the SEC (Form S-1, etc.) to register an offering.
- Prospectus
- The disclosure document delivered to investors; §2(a)(10) definition.
- Red herring
- Preliminary prospectus used in the waiting period; has no final price.
- Tombstone ad
- A limited offering notice (Rule 134); not a prospectus.
- Indication of interest (IOI)
- Non-binding investor interest collected during the waiting period.
- Section 11
- Civil liability for a false / misleading registration statement.
- Section 12
- Liability for §5 violations (12(a)(1)) and prospectus misstatements (12(a)(2)).
- Section 17
- Anti-fraud in the offer or sale of securities.
- Section 18 / NSMIA
- Preempts state blue-sky regulation for covered securities.
- Free writing prospectus (FWP)
- A written offer beyond the statutory prospectus; Rules 164 & 433.
- WKSI
- Well-known seasoned issuer; broad communication freedom + automatic shelf.
- Shelf registration (Rule 415)
- Register securities now and sell them over time.
- Automatic shelf (Rule 405)
- Auto-effective shelf registration for WKSIs.
- Rule 134
- Communications (tombstones) not deemed a prospectus.
- Rules 137 / 138 / 139
- When broker-dealer research reports are permitted around a distribution.
- Rule 163A
- 30-day bright line before filing for non-gun-jumping communications.
- Emerging Growth Company (EGC)
- A JOBS Act on-ramp issuer with scaled disclosure.
- JOBS Act
- Created the EGC IPO on-ramp and testing-the-waters.
- Regulation S-K
- Non-financial disclosure requirements.
- Regulation S-X
- Form and content of financial statements.
- Regulation FD
- Bans selective disclosure of MNPI by issuers.
- Exchange Act §12
- Registers a class of securities for ongoing reporting (12(a)/12(g)/12(j)).
- Rule 5110 (Corporate Financing Rule)
- FINRA review of underwriting compensation and arrangements.
- Rule 5121
- Public offerings with conflicts of interest; may require a QIU.
- Qualified Independent Underwriter (QIU)
- An independent underwriter in conflicted offerings.
- Rule 2262
- Disclosure of a control relationship with the issuer.
- Rule 2269
- Disclosure of participation or interest in a distribution.
- Agreement Among Underwriters (AAU)
- Governs the syndicate members' relationship.
- Selected Dealers' Agreement
- Adds non-syndicate dealers to the selling group.
- Underwriting agreement
- The issuer-to-lead-underwriter contract.
- Lock-up agreement
- Insiders agree not to sell for a period (often 90–180 days) post-IPO.
- Firm commitment
- The underwriter buys the whole issue and bears unsold-share risk.
- Best efforts
- The underwriter acts as agent and sells only what it can.
- All-or-none (AON)
- The deal is cancelled unless 100% is sold.
- Standby commitment
- The underwriter backstops unsubscribed shares in a rights offering.
- Competitive bid vs negotiated
- Two ways a deal is awarded and priced.
- Rule 10b-9
- Prohibited representations in contingency offerings.
- Rule 15c2-4
- Funds in contingency offerings must be held in escrow.
- Regulation M
- Anti-manipulation rules during a distribution.
- Reg M Rule 101
- Restricts distribution participants during the restricted period.
- Reg M Rule 102
- Restricts issuers / selling holders during a distribution.
- Rule 5160
- Disclose price and concessions in selling agreements.
- Building the book
- Compiling investor demand / IOIs to price and allocate the deal.
- Road show
- Marketing presentations to institutional investors.
- Greenshoe (over-allotment)
- Lets the syndicate sell up to 15% extra shares.
- Stabilizing bid
- A bid supporting price; never above the offering price (Reg M Rule 104).
- Penalty bid
- Reclaims concessions from members whose shares are flipped.
- Underwriter's spread (gross spread)
- Management fee + underwriting fee + selling concession.
- Management fee
- The portion of the spread paid to the lead / bookrunner.
- Selling concession
- The portion of the spread paid to the selling firm.
- Pot
- Pooled institutional shares allocated by the bookrunner.
- Jump ball
- Pot economics awarded by who generates demand.
- Designation
- An investor instruction on which firm gets credit for an order.
- Reg M Rule 103
- Nasdaq passive market making during a distribution.
- Reg M Rule 104
- Stabilizing and other supporting activities.
- Reg M Rule 105
- Bars covering a syndicate short with offering shares after shorting in the restricted period.
- Rule 5130
- Restricts equity-IPO sales to restricted persons (anti-spinning).
- Restricted person
- Broker-dealers / employees / family barred from buying equity IPOs.
- Rule 5141
- Sales in fixed-price offerings at the public offering price.
- Rule 5190
- Notification requirements for offering participants.
- Regulation Best Interest (Reg BI)
- Standard of conduct for retail recommendations (15l-1).
- Form CRS
- Customer relationship summary disclosure (Rule 17a-14).
- Rule 17a-3
- Records that broker-dealers must make.
- Rule 17a-4
- Records that must be preserved (retention / WORM storage).
- Rule 4511
- FINRA general recordkeeping requirements.
- Rule 11880
- Settlement of syndicate accounts.
- Deal file
- The archive of all offering documents and correspondence.
- Exempt security
- A security exempt from registration (e.g., Reg A, government).
- Exempt transaction
- A transaction exempt from registration (e.g., a Reg D private placement).
- Rule 147 / 147A
- The intrastate offering exemption (§3(a)(11)).
- Regulation A
- Small-issues exemption: Tier 1 $20M, Tier 2 $75M.
- Section 4(a)(2)
- The statutory private-placement exemption (no public offering).
- Regulation D
- The safe harbor for §4(a)(2) private placements.
- Rule 501
- Reg D definitions, including the accredited investor.
- Rule 502
- Reg D general conditions (integration, resale limits, information).
- Rule 503
- File a Form D notice with the SEC.
- Rule 504
- Reg D exemption up to $10M / 12 months.
- Rule 506(b)
- Unlimited raise; no solicitation; up to 35 non-accredited sophisticated investors.
- Rule 506(c)
- Unlimited raise; solicitation allowed; accredited-only with verification.
- Form D
- Notice of an exempt offering, filed within 15 days of the first sale.
- Restricted securities
- Privately placed securities with resale limits and a legend.
- Rule 144
- Resale safe harbor for restricted/control securities (6-month/1-year holding).
- Rule 144A
- Resale of restricted securities to QIBs.
- Regulation S
- Exemption for offers and sales made outside the U.S. (Rules 901–904).
- PPM
- Private placement memorandum (the private-offering disclosure document).
- Teaser
- An anonymized one-page summary to attract investor interest.
- Security term sheet
- A document outlining expected pricing and structure.
- Placement agent agreement
- Engagement of a broker to place a private offering.
- Rule 5122
- Member private placements of their own securities.
- Control person
- An affiliate whose resales are restricted.
- Engagement letter
- Contract retaining the advisor (scope, fees, tail, exclusivity).
- Sell-side mandate
- Advising the seller / target.
- Buy-side mandate
- Advising the acquirer.
- Teaser (M&A)
- An anonymized one-pager marketing the target.
- CIM
- Confidential Information Memorandum describing the target for buyers.
- NDA / confidentiality agreement
- Protects confidential deal information.
- Letter of intent (LOI)
- A non-binding outline of proposed deal terms.
- Definitive agreement
- The binding merger or purchase agreement.
- Stalking horse bid
- The initial benchmark bid in a §363 / auction sale.
- Strategic buyer
- An operating company acquiring for synergies.
- Financial buyer (sponsor)
- A PE firm acquiring via an LBO for return.
- Stapled financing
- Pre-arranged financing offered by the seller's advisor to buyers.
- Stock sale
- Buyer acquires the entity with its assets and liabilities (seller-friendly).
- Asset sale
- Buyer acquires selected assets, leaving liabilities (buyer-friendly; step-up).
- Merger
- A combination requiring target board + shareholder vote (proxy).
- Tender offer
- A direct offer to shareholders to buy shares (can be hostile).
- Spin-off
- Distribute subsidiary shares to existing holders (tax-free if §355 met).
- Split-off
- Holders exchange parent shares for subsidiary shares.
- Divestiture
- The sale or disposal of a business unit.
- Tax-free reorganization
- An IRC §368 structure deferring tax (e.g., stock-for-stock).
- §338(h)(10) election
- Treats a stock purchase as an asset purchase for tax (step-up).
- §280G golden parachute
- Excise tax on excess change-of-control payments to executives.
- Recapitalization
- Restructuring the mix of debt and equity.
- Synergies
- Cost or revenue benefits from combining companies.
- Accretion/dilution analysis
- Whether a deal raises or lowers pro forma EPS.
- Pro forma
- A combined post-deal financial projection.
- Hart-Scott-Rodino (HSR) Act
- Pre-merger antitrust notification to the FTC/DOJ + a waiting period.
- LBO analysis
- Sponsor buyout with heavy debt targeting an IRR; sets a valuation floor.
- Poison pill (rights plan)
- A defense diluting a hostile acquirer.
- Staggered (classified) board
- A defense electing directors in tranches to slow takeovers.
- Control-share statute
- A state law stripping voting rights from large blocks.
- Change-of-control provision
- A contract clause triggered by a takeover.
- Fairness opinion
- An advisor opinion that the consideration is financially fair to shareholders.
- FINRA Rule 5150
- Requires conflict-of-interest disclosure in fairness opinions.
- Special committee
- An independent board committee overseeing a conflicted transaction.
- Fairness committee
- An internal advisor committee approving the opinion.
- Closing conditions
- Requirements before closing (approvals, vote, financing, no MAC).
- MAC / MAE clause
- Material adverse change/effect clause allowing an exit.
- Proxy statement
- Solicitation document for a shareholder vote (Schedule 14A).
- Form S-4
- Registration statement for stock-for-stock business combinations.
- Rule 145
- When a merger / reclassification is an offer or sale needing registration.
- Rule 165 / Rule 425
- Filing of communications in business combinations.
- Schedule 14A
- The proxy statement under §14(a).
- Item 14 of Schedule 14A
- The M&A disclosure item in the proxy.
- Regulation M-A
- Integrated disclosure rules for M&A communications.
- Williams Act
- 1968 amendments regulating tender offers (§§13(d)/(e), 14(d)/(e)).
- Schedule TO
- The tender-offer statement filed by the bidder.
- Schedule 14D-9
- The target's response / recommendation to a tender offer.
- Rule 13e-4
- Issuer self-tender offer.
- Rule 14d-10 (all-holders/best-price)
- The offer is open to all holders; all get the highest price.
- Rule 14e-1
- A tender offer must stay open ≥20 business days.
- Rule 14e-2
- The target must state its position within 10 business days.
- Rule 14e-3
- Bars trading on MNPI in the tender-offer context.
- Rule 14e-4
- Anti-short-tendering in partial tender offers.
- Rule 14e-5
- Bars purchases outside the tender offer while it is open.
- Going-private (13e-3)
- A heightened-disclosure transaction taking a company private.
- Absolute priority rule
- Claim order: secured → unsecured → preferred → common.
- Senior secured creditor
- First-lien lender; the highest claim priority.
- Subordinated debt
- Debt ranking below senior debt in priority.
- Mezzanine financing
- A hybrid debt/equity layer between senior debt and equity.
- Unsecured creditor
- A lender or supplier with no collateral claim.
- Indenture
- The bond contract (with a trustee; the Trust Indenture Act).
- Credit agreement
- A loan contract with covenants.
- Negative covenant
- A restriction on borrower actions (debt, dividends, asset sales).
- Financial covenant
- A maintenance test (e.g., maximum leverage, minimum coverage).
- Event of default
- A breach triggering lender remedies.
- Chapter 11
- Reorganization bankruptcy; the debtor continues operating.
- Chapter 7
- Liquidation bankruptcy; assets are sold and the entity dissolved.
- Plan of reorganization
- The Chapter 11 plan creditors vote on and the court confirms.
- DIP financing
- Debtor-in-possession financing with super-priority.
- Debtor in possession
- Existing management running a Chapter 11 company.
- §363 sale
- A sale of assets free and clear within bankruptcy.
- Creditors' committee
- A body representing unsecured creditors in a case.
- Trustee
- A court-appointed party managing or liquidating the estate.
- Make-whole provision
- A prepayment penalty compensating lenders for early refinancing.
- Bring-down certificate
- A closing confirmation that representations remain true.
- Breakup fee
- A fee paid if a seller terminates to accept a competing bid.
- Appraisal (dissenters') rights
- A dissenting shareholder's right to a court-determined fair value.