What is a Negative Covenant? A negative covenant, also known as a restrictive covenant, is a covenant that restricts one party from carrying out certain actions. Sometimes the agreement involves some form of compensation to the party that consents to the restriction. Negative covenants are considered legal, but some of their provisions have been found…
What is Deal Origination? Deal origination, also referred to as deal sourcing, is a process used by finance professionals such as investment bankers, venture capitalists, and corporate development professionals to identify investment opportunities in the market. The goal of deal origination is to ensure a large volume of deals is obtained in a given period to maintain…
What is a Platform Company? A platform company refers to the initial acquisition made by a Private Equity Group in a specific industry or marketplace. The acquisition acts as the starting point for other acquisitions in the same industry. Platform companies create value by facilitating exchanges between consumers and producers of goods or services. For…
What is a Voting Trust? A voting trust is an arrangement where the voting rights of shareholders are transferred to a trustee for a specified period. The shareholders are then awarded trust certificates that provide evidence that they are beneficiaries of the trust. They also retain a beneficial interest in the company’s stock and receive…
What is Financial Synergy? Financial Synergy occurs when the joining of two companies improves financial activities to a level greater than when the companies were operating as separate entities. Usually, M&A transactions result in a larger company, which has a higher bargaining power to get a lower cost of capital. Achieving a lower cost of capital as…
LBO Terms and Definitions A leveraged buyout (LBO) is the acquisition of a target company that is funded using a significant amount of debt. An LBO transaction typically occurs when a private equity (PE) firm borrows as much as they can and funds the balance with equity. An LBO model is built to enable investors…
What is a Secondary Offering? In finance, a secondary offering is when a large number of shares of a public company are sold from one investor to another on the secondary market. In such a case, the public company does not receive any cash nor issue any new shares. Instead, the investors buy and sell…
What is a Seasoned Equity Offering (SEO)? A Seasoned Equity Offering (also called a Follow On Offering) refers to any issuance of shares that follows a company’s Initial Public Offering (IPO) on the stock market. The issuance, therefore, is by a company that is already public and is coming back to the market to raise more money….
What is a Reverse Termination Fee? A reverse termination fee is also known as a reverse breakup fee. It refers to the amount of money paid to the target company after the acquirer backs out of the deal or the transaction fails to complete. Usually, the reverse termination fee is included in the acquisition agreement,…
