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Trending Terms

Understanding the language of M&A is key to making informed decisions when buying, selling, or valuing a business. Whether you’re a business owner preparing for an exit, an investor evaluating opportunities, or simply looking to expand your knowledge, this glossary provides clear, concise definitions of essential M&A, valuation, and exit planning terms. As we spotlight these terms on social media, you can always return here for a deeper dive into the concepts that shape successful transactions.

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Core Financial Metrics & Valuation Terms

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(Earnings Before Interest, Taxes, Depreciation, and Amortization) – A measure of a company's profitability before non-operational expenses.

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A valuation method that compares a company's revenue to its selling price.

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A valuation method based on future cash flow projections, adjusted for present value.

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The total value of a company’s assets minus liabilities.

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The intangible value of a business, including brand reputation and customer relationships.

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M&A Deal Structures & Terms

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A preliminary agreement outlining key terms before finalizing an acquisition.

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The comprehensive appraisal of a business before a sale, ensuring accuracy in financials and operations.

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A payment structure where part of the purchase price is based on future performance.

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Two main ways to acquire a business: buying shares (entire entity) or buying select assets/liabilities.

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Non-Compete Agreement

A clause that prevents a seller from starting a competing business for a set period.

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Legal & Intellectual Property Considerations

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Legal protection for original works of authorship, including logos, branding, and software.

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Protection for brand names, logos, and slogans that identify a business.

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Patents

Exclusive rights granted for inventions, preventing others from copying or selling them.

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Indemnification

A legal agreement where one party compensates another for potential losses or damages.

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Confidentiality Agreement (NDA)

A contract ensuring sensitive business information remains private.

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Exit Planning & Business Transition

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Succession Planning

Developing a strategy for transferring business ownership, whether through sale or internal leadership shifts.

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Seller Financing

When the seller provides financing to the buyer as part of the purchase agreement.

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Working Capital Adjustment

A clause ensuring a business has adequate capital at the time of sale.

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Strategic vs. Financial Buyer

A strategic buyer seeks operational synergies, while a financial buyer focuses on investment returns.

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Breakup Fee

A financial penalty if one party backs out of an agreed-upon deal.

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