Resources
Investment, business transactions, and corporate finance terms explained for business owners and professionals.
An investment strategy consisting of acquiring a platform company and making successive acquisitions of smaller companies in the same or complementary sectors, to create a larger group with greater scale and value.
A comprehensive process of financial, operational, and strategic reorganisation of a distressed company aimed at restoring its viability and capacity to create value.
The planned process of transferring ownership and management of a company to the next generation, to existing executives, or to an external buyer.
The analytical process of determining the economic value of a company, using financial metrics, comparable transactions, and qualitative factors to establish a price range for M&A purposes.
A price adjustment mechanism in M&A whereby the company's accounts are prepared as at the closing date and the final price is calculated afterwards, adjusting for net debt, working capital, and other items.
The system of rules, practices, and bodies that regulate the direction, administration, and oversight of a company, ensuring transparency and the balance of interests among shareholders, managers, and other stakeholders.
A secure digital repository where the seller makes all company documentation available to the buyer during the due diligence process of an M&A transaction.
A valuation method that estimates a company's value by discounting its expected future free cash flows to present value, using a rate that reflects the investment's risk.
The acquisition of a significant stake in a company with the aim of exercising effective influence over its management, as distinct from passive or purely financial investment.
A clause that enables the majority shareholder to compel minority shareholders to sell their shares alongside theirs, on the same terms, to facilitate a 100% sale of the company.
The comprehensive investigation and verification process carried out by a buyer on a target company before formalising its acquisition.
A deferred payment mechanism in a company acquisition where part of the purchase price is contingent on the business achieving specified targets after closing.
Earnings Before Interest, Taxes, Depreciation, and Amortisation — the most widely used metric for measuring a company's operating cash generation capacity in M&A.
A valuation metric representing the total value of a business, including both equity and net debt, reflecting what it would cost to acquire the entire company on a cash-free and debt-free basis.
The value belonging exclusively to a company's shareholders, calculated by subtracting net debt from Enterprise Value. It is the amount the buyer pays the seller in a transaction.
A mechanism whereby part of the purchase price is deposited in an account controlled by an independent third party, serving as security against potential contingencies or seller breaches after closing.
A commitment by the seller not to negotiate with or accept offers from other buyers during a defined period, giving the prospective buyer time to complete due diligence and close the transaction without competition.
A company in which one or more families hold a controlling stake and exercise decisive influence over the strategy, management, or governance of the business.
A private wealth management structure created by one or more families to administer, protect, and grow their assets professionally.
A framework agreement that governs the relationship between the owning family and the business, establishing rules on ownership, governance, succession, family employment, and conflict resolution.
The cash a company generates after covering operating expenses and maintenance capital expenditures, available for shareholder returns, debt repayment, or reinvestment in growth.
The comprehensive process of transferring leadership, ownership, and institutional knowledge from one generation to the next within a family business, encompassing both operational and emotional dimensions.
The positive difference between the price paid for a company and the fair value of its identifiable net assets, reflecting intangibles such as reputation, customer base, and brand.
A confidential, detailed document presenting all relevant information about a company for sale — financial, operational, commercial, and legal — to potential buyers who have signed an NDA.
A court-supervised legal process that allows an insolvent company to restructure its debts or liquidate its assets in an orderly manner under judicial oversight.
An acquisition of a company financed predominantly with debt, using the target's own cash flows and assets as collateral for the borrowing.
A preliminary, typically non-binding document in which buyer and seller set out the essential terms of a proposed acquisition before commencing due diligence.
A pricing mechanism in M&A where the price is calculated based on reference accounts at a date prior to closing and is not adjusted afterwards, in exchange for the seller warranting that no value has been extracted between the reference date and closing.
A contractual provision in an SPA that allows the buyer to renegotiate or walk away from a transaction if a material adverse change occurs in the target company or its environment between signing and closing.
A transaction in which a company's existing management team acquires the business, typically with the support of financial investors and bank financing.
The segment of companies with annual revenues typically between 5 and 100 million euros, representing the largest pool of M&A opportunities and the core of most economies.
A contract by which the parties commit to not disclosing confidential information shared during the negotiations of an M&A transaction.
The difference between a company's total financial debt and its cash and cash equivalents. It is the fundamental bridge between Enterprise Value and Equity Value in a business acquisition.
A contractual obligation whereby the seller commits not to compete with the sold business, directly or indirectly, for a defined period and within a specified geographic scope after closing.
EBITDA adjusted to remove extraordinary, non-recurring, or discretionary owner items, reflecting the true sustainable operating profitability of the business.
Long-term investment that prioritises sustainable value creation over immediate returns, without the pressure of rigid divestment timelines.
The structured process by which the buyer integrates the acquired company into its organisation, capturing planned synergies and establishing a unified operating model.
A formal filing with the Spanish commercial court notifying that the debtor has initiated negotiations to restructure its debt or reach an agreement with creditors, obtaining a temporary shield against insolvency petitions.
A contractual mechanism that allows the purchase price of an acquisition to be modified between signing and closing (or after closing) to reflect changes in net debt, cash, and working capital.
Private investment capital that acquires stakes in unlisted companies with the aim of creating value and achieving returns through a subsequent exit.
An investment vehicle created by an entrepreneur to search for, acquire, and manage a mid-market company, funded by investors who back both the search phase and the acquisition.
An acquisition method in which the buyer purchases the shares or equity interests of the target company, thereby assuming ownership of the entity including all its assets, liabilities, contracts, and relationships.
A private contract among a company's shareholders that governs their rights and obligations beyond what is set out in the corporate bylaws, covering decision-making, share transfers, and dispute resolution.
The definitive legal contract that formalises the sale and purchase of a company, setting out all terms, conditions, representations, warranties, and indemnities agreed between buyer and seller.
Investment opportunities arising when a company faces exceptional circumstances — financial distress, shareholder conflicts, restructuring processes, or forced divestments — that create an acquisition window at prices below intrinsic value.
The incremental benefits generated by combining two businesses that would not exist if each operated independently, whether cost savings, revenue increases, or efficiency improvements.
A clause granting minority shareholders the right to join a sale initiated by the majority shareholder, on the same terms and at the same price per share.
A brief, anonymous document presenting the key characteristics of a company for sale to potential buyers, without revealing its identity, to gauge market interest.
A ratio applied to a financial metric (typically EBITDA) to estimate a company's value by comparing it to similar market transactions.
A due diligence process commissioned and paid for by the seller before launching the sale process, whose findings are made available to potential buyers to accelerate the transaction and reduce information asymmetry.
A form of investment in which a fund raises capital from third-party investors to acquire stakes in unlisted companies, seeking returns through their eventual sale within a defined timeframe.
A financial and operational document that demonstrates a company's ability to generate the cash flows needed to sustain operations, service its debts, and create value over the medium term.
An insurance policy covering losses arising from breaches of the seller's representations and warranties in a company sale agreement, transferring the indemnification risk to an insurer.
The difference between a company's operating current assets and operating current liabilities. In M&A, its normalised level is key to the purchase price adjustment.
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