Synergy
What is Synergy? Synergy is the concept that the whole of an entity is worth more than the sum of the parts. This logic is typically a driving force behind mergers and acquisitions (M&A), where investment bankers and corporate executives often use synergy as a rationale for the deal. In other words, by combining two...
Creeping Takeover
What is a Creeping Takeover? In mergers and acquisitions (M&A) a Creeping Takeover, also known as Creeping Tender Offer, is the gradual purchase of the target company’s shares. The strategy of a creeping takeover is to gradually acquire shares of the target through the open market, with the goal of gaining a controlling interest. Understanding...
Financing Contingency
What is a Financing Contingency? In a home sale and purchase agreement, a financing contingency refers to a clause that expresses that the offer is contingent on the buyer securing financing for the property. A financing contingency provides the buyer with protection from potential legal ramifications in case the deal fails to close. Financing Contingencies in...
Pac-Man Defense
What is the Pac-Man Defense? The Pac-Man Defense is a strategy used by targeted companies to prevent a hostile takeover. This takeover prevention strategy is implemented by the target company turning things around by trying to take over the acquirer. The purpose of the Pac-Man Defense, as with any defensive strategy against a hostile takeover,...
Crown Jewel Defense
What is the Crown Jewel Defense? The Crown Jewel Defense strategy in mergers and acquisitions (M&A) is when the target company of a hostile takeover sells its most valuable assets to reduce its attractiveness to the hostile bidder. The crown jewel defense is a last-resort defense since the target company will be intentionally destroying part...
Subsidiary Merger
What is a Subsidiary Merger? A subsidiary merger is a type of merger that occurs when the acquiring company uses its subsidiary company to acquire a target company. The acquirer may create a subsidiary company or use one of its existing subsidiary companies to execute the merger and acquisition transaction. In a subsidiary merger, the...
Due Diligence
What is Due Diligence? Due diligence is a process of verifying, investigating, or auditing a potential deal or investment opportunity to confirm all relevant facts and financial information, and to verify anything else that arises during an M&A or investment process. Due diligence is completed before a deal closes to provide the buyer with an assurance of what they’re...
Change of Control
What is Change of Control? In finance, a Change of Control occurs when there is a material change in the ownership of a company. The exact criteria that determine such a change can vary and are defined by law and through contractual agreements. A change of control clause is often included in creditor pacts and...
Yellow Knight
What is a Yellow Knight? A Yellow Knight is a company that attempts to mount a hostile takeover of another company but ends up instead discussing the idea of a merger with the target company. The change in strategy may occur when the targeted company resists the hostile takeover and the acquirer is forced to be...
Black Knight
What is a Black Knight? In corporate finance, a company that is offering or executing a hostile takeover of the target company is termed a black knight. A hostile takeover is an acquisition attempt by a company or raider that the target company resists. For example, Company A is a publicly-traded company that wants to...
