M&A Glossary and Terms Welcome to CFI’s M&A Glossary of terms and definitions for mergers & acquisitions transactions. These terms are taken from CFI’s advanced financial modeling course on mergers and acquisitions modeling. General M&A Terms Accretion An improvement in per share metrics post-transaction (after issuing additional shares). Acquirer The firm that is purchasing a…
What is a Cash Rich Split Off? A cash rich split off is a merger and acquisition technique where a parent company exchanges the company’s stock for stock in a subsidiary of the company without incurring taxes, provided that the statutory requirements are met. The technique allows companies to dispose of non-core assets and emerge…
What is the ECM Deals Committee? The Equity Capital Markets (ECM) Deals Committee assesses the financial and business merits of any proposed New Equity Issue to determine whether a bank will become involved in the New Equity Issue. Most banks will not commit to any New Equity Issue without obtaining approval from the ECM Deals Committee….
What is a Sale and Purchase Agreement (SPA)? A Sale and Purchase Agreement (SPA) is a legally binding contract outlining the agreed-upon conditions of the buyer and seller of a property (e.g., a corporation). It is the main legal document in any sale process. In essence, it sets out the agreed elements of the deal,…
What is a Stock Acquisition? In a stock acquisition, a buyer acquires a target company’s stock directly from the selling shareholders. With a stock sale, the buyer is assuming ownership of both assets and liabilities – including potential liabilities from past actions of the target. The buyer is merely stepping into the shoes of the…
What is an Asset Acquisition? An asset acquisition is the purchase of a company by buying its assets instead of its stock. In most jurisdictions, an asset acquisition typically also involves an assumption of certain liabilities. However, because the parties can bargain over which assets will be acquired and which liabilities will be assumed, the…
What is a Poison Pill? A shareholder rights plan, more commonly known as a poison pill, is a company’s defense against a potentially hostile, or unsolicited, takeover attempt. The general idea of a poison pill is to dissuade any outside takeover attempt by either making the company less desirable or by typically diluting an acquirer’s…
What is a Roll Up Strategy? A roll up strategy is the process of acquiring and merging multiple smaller companies in the same industry and consolidating them into a large company. Combining small firms into a larger company allows the latter to pull their resources together, cut down on operational costs, and increase revenues. …
What is Reverse Takeover (RTO)? A Reverse Takeover (RTO), often known as a reverse IPO, is the process in which a small private company goes public by acquiring a larger, already publicly listed company. The practice is contrary to the norm because the smaller company is taking over the larger company – thus, the merger…
What is BATNA? BATNA is an acronym that stands for Best Alternative To a Negotiated Agreement. It is defined as the most advantageous alternative that a negotiating party can take if negotiations fail and an agreement cannot be made. In other words, a party’s BATNA is what a party’s alternative is if negotiations are unsuccessful….
