Private Equity Glossary

  • 401(K) PlanType of qualified retirement plan in which employees make salary reduced, pre-tax contributions to an employee trust. In many cases, the employer will match employee contributions up to a specified level.
  • A RoundA financing event whereby venture capitalists invest in a company that was previously financed by founders and/or angels. The "A" is from Series "A" Preferred stock. See "B" round.
  • Accredited InvestorDefined by Rule 501 of Regulation D, an individual (i.e. non-corporate) "accredited investor" is either a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase OR a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year. For the complete definition of accredited investor, see the SEC website.
  • Accrued InterestThe interest due on preferred stock or a bond since the last interest payment was made.
  • AcquisitionThe establishment of control in one business entity by another, often with the assistance of private equity. Third party acquisition is a common exit mechanism for private equity funds. The process of gaining control, possession or ownership of a private portfolio company by an operating company or conglomerate.
  • Acquisition for Expansion FinancingCapital provided to a company to finance its controlling interest in another entity for growth purposes.
  • AcronymsAC/BU - Acquisition or buyout. BIO - Biotechnology. C - Corporate fund. COMM - Communications and networking. COMP - Computer software. CON - Consumer products and services. ELEC - Electronics and semiconductors. ES - Early stage. EX - Expansion. FI - Foreign investor. G - Government fund. GP - General Partner INT - Internet specific. IT - Information technology. IN - Institutional investor. LP - Limited Partner LPA - Limited Partnership Agreement LS - Life sciences. LSVCC - Labour-sponsored venture capital corporation. MAN - Manufacturing and processing. MED - Medical/health related. MIS - Miscellaneous sectors. OT - Other (i.e. investor type, sector, stage of development). PI - Private independent fund. SE - Seed stage. ST - Start-up. TU - Turnaround. VC - Venture capital.
  • ACRS: Accelerated Cost Recovery SystemThe IRS approved method of calculating depreciation expense for tax purposes. Also known as Accelerated Depreciation.
  • Adjustment ConditionAn adjustment condition occurs if the company does not close on an equity investment in the company for a minimum of $xxx, net of brokerage fees, on or before a series of other predetermined events, i.e. delivery of term sheet to preferred stockholders.
  • ADR: American Depositary Receipt (ADR's)A security issued by a U.S. bank in place of the foreign shares held in trust by that bank, thereby facilitating the trading of foreign shares in U.S. markets.
  • Advisory BoardA committee of LPs within an individual fund delegated by the GP to give clearance and guidance on any situations involving a possible conflict of interest.
  • AgentA market intermediary that assists in the structuring of a private equity transaction.
  • AIVAlternative Investment Vehicle
  • AllocationThe amount of securities assigned to an investor, broker, or underwriter in an offering. An allocation can be equal to or less than the amount indicated by the investor during the subscription process depending on market demand for the securities.
  • Alternative AssetsThis term describes non-traditional asset classes. They include private equity, venture capital, hedge funds and real estate. Alternative assets are generally more risky than traditional assets, but they should, in theory, generate higher returns for investors.
  • American Institute of Certified Public Accountants (AICPA)The institute governs the practice of public accountancy except for standards related to the audit of public companies, which are defined by the Public Company Accounting Oversight Board (PCAOB) http://www.aicpa.org
  • AmortizationAn Accounting procedure that gradually reduces the book value of a tangible or a definite intangible asset through periodic charges to income.
  • AMT: Alternative Minimum TaxA tax designed to prevent wealthy investors from using tax shelters to avoid income tax. The calculation of the AMT takes into account tax preference items.
  • Angel FinancingCapital raised for a private company from independently wealthy investors. This capital is generally used as seed financing.
  • Angel GroupsOrganizations, funds and networks formed for the specific purpose of facilitating angel investments in start-up companies.
  • Angel InvestorA person who provides backing to very early-stage businesses or business concepts. Angel investors are typically entrepreneurs who have become wealthy, often in technology-related industries. A high net worth individual active in venture financing, typically participating at an early stage of growth. Also known as an informal investor.
  • Annexe fundA separate fund formed by the LPs of a fund to provide a pool of top-up capital when the reserves of the fund have proved inadequate, with the aim of avoiding the issues raised by cross-fund investing.
  • Anti-dilution provisionsContractual measures that allow investors to keep a constant share of a firm's equity in light of subsequent equity issues. These may give investors preemptive rights to purchase new stock at the offering price. [See Full Ratchet and weighted Average]
  • ArchangelUsually an outsider hired by a syndicate of angel investors to perform due diligence on investment opportunities and coordinate allotment of investment duties among members. Archangels typically have no financial commitment to the syndicate.
  • Asset-backed loanLoan, typically from a commercial bank, that is backed by asset collateral, often belonging to the entrepreneurial firm or the entrepreneur.
  • Automatic conversionImmediate conversion of an investor's priority shares to ordinary shares at the time of a company's underwriting before an offering of its stock on an exchange.
  • Average Company FinancingThe dollar value of total capital invested divided by the total number of investee firms in a given period.
  • Average IRRThe arithmetic mean of the internal rate of return.
  • B RoundA financing event whereby professional investors such as venture capitalists are sufficiently interested in a company to provide additional funds after the "A" round of financing. Subsequent rounds are called "C", "D", and so on.
  • Balance SheetA condensed financial statement showing the nature and amount of a company's assets, liabilities, and capital on a given date.
  • Balanced FundA private equity fund strategy whereby a wide range of investment targets is pursued, as distinct from a Specialized Fund.
  • BankruptcyAn inability to pay debts. Chapter 11 of the bankruptcy code deals with reorganization, which allows the debtor to remain in business and negotiate for a restructuring of debt.
  • Barbell StrategyInvestment strategy by limited partners that primarily make commitments to buyout firms on (1) the micro/small and (2) the large/mega ends of the market; while mostly eschewing the vast array of middle-market opportunities.
  • BATNA (best alternative to a negotiated agreementA no-agreement alternative reflecting the course of action a party to a negotiation will take if the proposed deal is not possible.
  • Bear HugAn offer made directly to the Board of Directors of a target company. Usually made to increase the pressure on the target with the threat that a tender offer may follow.
  • BenchmarkingComparing returns of a portfolio to the returns of its peers; in private equity, fund performance is benchmarked against a sample of funds formed in the same vintage year with the same investment focus.
  • Best EffortsAn offering in which the investment banker agrees to distribute as much of the offering as possible, and return any unsold shares to the issuer.
  • Blue Sky LawsA common term that refers to laws passed by various states to protect the public against securities fraud. The term originated when a judge ruled that a stock had as much value as a patch of blue sky.
  • Book ValueBook value of a stock is determined from a company's balance sheet by adding all current and fixed assets and then deducting all debts, other liabilities and the liquidation price of any preferred issues. The sum arrived at is divided by the number of common shares outstanding and the result is book value per common share.
  • BootstrappingMeans of financing a small firm by employing highly creative ways of using and acquiring resources without raising equity from traditional sources or borrowing money from the bank.
  • Break Up FeeRequires the party responsible for a break-up in an acquisition to pay the other party a negotiated amount of liquidated damages.
  • Bridge FinancingCapital provided on a short-term basis to a company prior to its going public or its next major private equity transaction. A limited amount of equity or short-term debt financing typically raised within 6-18 months of an anticipated public offering or private placement meant to "bridge" a company to the next round of financing.
  • Broad-Based Weighted Average RatchetA type of anti-dilution mechanism. A weighted average ratchet adjusts downward the price per share of the preferred stock of investor A due to the issuance of new preferred shares to new investor B at a price lower than the price investor A originally received. Investor A's preferred stock is repriced to a weighed average of investor A's price and investor B's price. A broad-based ratchet uses all common stock outstanding on a fully diluted basis (including all convertible securities, warrants and options) in the denominator of the formula for determining the new weighed average price. Compare Narrow-Based Weighted Average ratchet and Chapter 2.9.4.d.ii of the Encyclopedia.
  • BrokersPrivate individuals or firms retained by early-stage companies to raise funds for a finder's fee. (compare, broker-dealer)
  • Burn Out / Cram DownExtraordinary dilution, by reason of a round of financing, of a non-participating investor's percentage ownership in the issuer.
  • Burn RateThe rate at which a company expends net cash over a certain period, usually a month.
  • Business Development Company (BDC)A vehicle established by Congress to allow smaller, retail investors to participate in and benefit from investing in small private businesses as well as the revitalization of larger private companies.
  • Business PlanA document that describes the entrepreneur's idea, the market problem, proposed solution, business and revenue models, marketing strategy, technology, company profile, competitive landscape, as well as financial data for coming years. The business plan opens with a brief executive summary, most probably the most important element of the document due to the time constraints of venture capital funds and angels.
  • Buyout CapitalA specialized form of private equity, characterized chiefly by risk investment in established private or publicly listed firms that are undergoing a fundamental change in operations or strategy (see: Event Transaction, Middle Market). Buyout funds are often called such, even if their mandates are not exclusively buyout-related.
  • CAGRCompound Annual Growth Rate. The year over year growth rate applied to an investment or other aspect of a firm using a base amount.
  • Call OptionThe right to buy a security at a given price (or range) within a specific time period.
  • Capital Available for InvestmentThe total dollar value of Capital Under Management less those resources that have already been invested by a private equity fund. Also known as liquidity. In the case of Labour-sponsored Venture Capital Corporations, reserves required by statutes are not included in liquidity calculations.
  • Capital CallAlso known as a draw down - When a venture capital firm has decided where it would like to invest, it will approach its investors in order to "draw down" the money. The money will already have been pledged to the fund but this is the actual act of transferring the money so that it reaches the investment target.
  • Capital CommitmentResources flowing from individual, institutional and other external sources to private equity funds.
  • Capital GainsThe difference between an asset's purchase price and selling price, when the selling price is greater. Long-term capital gains (on assets held for a year or longer) are taxed at a lower rate than ordinary income. The proceeds obtained on the sale of assets.
  • Capital (or Assets) Under ManagementThe amount of capital available to a fund management team for venture investments. The total dollar value of capital resources, both invested and un-invested, in a private equity fund or market as a whole.
  • Capitalization TableAlso called a "Cap Table", this is a table showing the total amount of the various securities issued by a firm. This typically includes the amount of investment obtained from each source and the securities distributed -- e.g. common and preferred shares, options, warrants, etc. -- and respective capitalization ratios.
  • CapitalizeTo record an outlay as an asset (as opposed to an Expense), which is subject to depreciation or amortization.
  • Captive fundsA venture capital firm owned by a larger financial institution, such as a bank.
  • Carried InterestA bonus entitlement accruing to an investment fund's management company. Carried interest becomes payable once the investors have achieved repayment of their original investment in the fund, plus a defined hurdle rate, if applicable. (Varies according to each unique Limited Partnership Agreement)
  • Carried Interest AccruedThe amount of carried interest payable accrued for payment to the General Partner.
  • Carried Interest EarnedThe amount of carried interest earned by the General Partner, regardless of payment.
  • Carried Interest in EscrowThe amount of carried interest in escrow as of the current period.
  • Carried Interest PaidThe amount of carried interest paid as of the current period.
  • Cash PositionThe amount of cash available to a company at a given point in time.
  • Catch-upThis is a common term of the private equity partnership agreement. Once the general partner provides its limited partners with their preferred return, if any, it then typically enters a catch-up period in which it receives the majority or all of the profits until the agreed upon profit-split, as determined by the carried interest, is reached.
  • Change of Control ProvisionA clause in a business contract which stipulates that if ownership of a majority of the equity of a company changes hands, then the other party to the contract has a right to cancel, usually without liability for paying any compensation.
  • Chapter 11The part of the Bankruptcy Code that provides for reorganization of a bankrupt company's assets.
  • Chapter 7The part of the Bankruptcy Code that provides for liquidation of a company's assets.
  • Chinese wallA barrier against information flows between different divisions or operating groups within banks and securities firms. Examples include a policy barrier between the trust department from making investment decisions based on any substantive inside information that may come into the possession of other bank departments. The term also refers to barriers against information flows between corporate finance and equity research and trading operations.
  • Claim DilutionA reduction in the likelihood that one or more of the firm's claimants will be fully repaid, including time value of money considerations.
  • ClawbackA clawback obligation represents the general partner's promise that, over the life of the fund, the managers will not receive a greater share of the fund's distributions than they bargained for. Generally, this means that the general partner may not keep distributions representing more than a specified percentage (e.g., 20%) of the fund's cumulative profits, if any. When triggered, the clawback will require that the general partner return to the fund's limited partners an amount equal to what is determined to be "excess" distributions.
  • Clawback ProvisionGuarantees that the stated profit allocation defined in the LPA is met at the end of a partnership's term with respect to the Limited Partners.
  • Closed-end FundA type of fund that has a fixed number of shares outstanding, which are offered during an initial subscription period, similar to an initial public offering. After the subscription period is closed, the shares are traded on an exchange between investors, like a regular stock. The market price of a closed-end fund fluctuates in response to investor demand as well as changes in the values of its holdings or its Net Asset Value. Unlike open-end mutual funds, closed-end funds do not stand ready to issue and redeem shares on a continuous basis.
  • ClosingAn investment event occurring after the required legal documents are implemented between the investor and a company and after the capital is transferred in exchange for company ownership or debt obligation.
  • Co-investmentThe syndication of a private equity financing round or an investment by individuals (usually general partners) alongside a private equity fund in a financing round. Two or more investors in a given transaction. Also known as syndication. The average rate of co-investment is the total number of investments made in the total number of deals in a given period.
  • Co-Sale Provisions or RightsAllows investors to sell their shares of stock in the same proportions and for the same terms as the founders, managers, or other investors, should any of those parties receive an offer.
  • Collar AgreementAgreed upon adjustments in the number of shares offered in a stock-for-stock exchange to account for price fluctuations before the completion of the deal.
  • Commitment PeriodThe period of time within which the fund can make investments as established in the LPA for the fund.
  • Committed CapitalThe total dollar amount of capital pledged to a private equity fund.
  • Committed Funds or Raised FundsCapital committed by investors. Cash to the maximum of these commitments may be requested or drawn down by the private equity managers usually on a deal-by-deal basis. This amount is different from invested funds for three reasons. First, most partnerships will initially invest only between 80% and 95% of committed funds (possibly even less). Second, it may be necessary in early years to deduct the annual management fee that is used to cover the cost of operation of a fund. Third, payback to investors usually begins before the final draw down of commitments has taken place. To the extent that capital invested does not equal capital committed, limited partners will have their private equity returns diluted by the much lower cash returns earned on the uninvested portion. Avoiding this situation is the main reason for the Partners Group over-commitment model, which aims to keep Partners Group products as close 100% invested as possible
  • Common StockA unit of ownership of a corporation. In the case of a public company, the stock is traded between investors on various exchanges. Owners of common stock are typically entitled to vote on the selection of directors and other important events and in some cases receive dividends on their holdings. Investors who purchase common stock hope that the stock price will increase so the value of their investment will appreciate. Common stock offers no performance guarantees. Additionally, in the event that a corporation is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stock take precedence over the claims of those who own common stock.
  • Company BuybackThe redemption of private stock by the management of a Portfolio Company. This is a common Exit Mechanism for private equity funds. The redemption of private of restricted holdings by the portfolio company itself. In essence the company is buying out the VC's interest.
  • ConsolidationAlso called a leveraged rollup, this is an investment strategy in which a leveraged buyout (LBO) firm acquires a series of companies in the same or complementary fields, with the goal of becoming a dominant regional or nationwide player in that industry. In some cases, a holding company will be created to acquire the new companies. In other cases, an initial acquisition may serve as the platform through which the other acquisitions will be made.
  • ContributionsThe total capital that a Limited Partner paid into the fund.
  • Conversion RatioThe number of shares of stock into which a convertible security may be converted. The conversion ration equals the par value of the convertible security divided by the conversion price.
  • Conversion RightsRights by which preferred stock "converts" into common stock. Usually, one has this right at any time after making an investment. Company may want rights to force a conversion upon an IPO; upon hitting of certain sales or earnings' targets, or upon a majority or supermajority vote of the preferred stock. Conversion rights may carry with them anti-dilution protections.
  • Convertible SecurityA bond, debenture or preferred stock that is exchangeable for another type of security (usually common stock) at a pre-stated price. Convertibles are appropriate for investors who want higher income, or liquidation preference protection, than is available from common stock, together with greater appreciation potential than regular bonds offer.(See Common Stock, Dilution, and Preferred Stock).
  • Corporate CharterThe document prepared when a corporation is formed. The Charter sets forth the objectives and goals of the corporation, as well as a complete statement of what the corporation can and cannot do while pursuing these goals
  • Corporate FundA private equity fund that is a division or subsidiary of a financial or industrial corporation.
  • Corporate VenturingVenture capital provided by [in-house investment funds of]large corporations to further their own strategic interests.
  • CorporationA legal, taxable entity chartered by a state or the federal government. Ownership of a corporation is held by the stockholders. Two forms: "C Corp." and "S Corp." - the latter of which provides flow-through taxation.
  • CovenantA protective clause in an agreement.
  • CPCThe Capital Pool Company program is a corporate finance tool for emerging companies offered through the TSX Venture Exchange. The CPC Program pairs an eligible private company with a public Capital Pool Company which serves as the vehicle for taking the private company public.
  • Cross-fund InvestingWhere a firm invests in the same company at different times from different funds, i.e., uses their current fund towards a financing round in a company which forms part of the portfolio of one of their earlier funds.
  • Cumulative DividendsDividends that accrue at a fixed rate until paid are "Cumulative Dividends" which are payments to shareholders made with respect to an investor's Preferred Stock. Generally, holders of Preferred Shares are contractually entitled to receive dividends prior to holders of Common Stock. Dividends can accumulate at a fixed rate (for example 8%) or simply be payable as and when determined by a company's Board of Directors in such amount as determined by the board. Because venture backed companies typically need to conserve cash, the use of Cumulative Dividends is customary with the result that the Liquidation Preference increases by an amount equal to the Cumulative Dividends. Cumulative Dividends are often waived if the Preferred Stock converts to Common Stock prior to an IPO but may be included in the aggregate value of Preferred Stock applied to the Conversion Ratio for other purposes. Dividends that are not cumulative are generally called "when, as and if declared dividends."
  • Cumulative Preferred StockA stock having a provision that if one or more dividend payments are omitted, the omitted dividends (arrearage) must be paid before dividends may be paid on the company's common stock.
  • Cumulative Voting RightsWhen shareholders have the right to pool their votes to concentrate them on an election of one or more directors rather than apply their votes to the election of all directors. For example, if the company has 12 openings to the Board of Directors, in statutory voting, a shareholder with 10 shares casts 10 votes for each opening (10x12= 120 votes). Under the cumulative voting method however, the shareholder may opt to cast all 120 votes for one nominee (or any other distribution he might choose). Compare Statutory Voting.
  • Current PeriodThe current three month quarterly period.
  • DealSee: Financings and Investments.
  • Deal FlowThe measure of the number of potential investments that a fund reviews in any given period.
  • Deal StructureAn Agreement made between the investor and the company defining the rights and obligations of the parties involved. The process by which one arrives at the final term and conditions of the investment.
  • Deemed Management FeeThe amount of the management fee waived.
  • Deficiency LetterA letter sent by the SEC to the issuer of a new issue regarding omissions of material fact in the registration statement.
  • Demand RightsContemplate that the company must initiate and pursue the registration of a public offering including, although not necessarily limited to, the shares proffered by the requesting shareholder(s).
  • DepreciationAn expense recorded to reduce the value of a long-term tangible asset. Since it is a non-cash expense, it increases free cash flow while decreasing the amount of a company's reported earnings.
  • DilutionA reduction in the percentage ownership of a given shareholder in a company caused by the issuance of new shares.
  • Dilution ProtectionApplies to convertible securities. Standard provision whereby the conversion ratio is changed accordingly in the case of a stock dividend or extraordinary distribution to avoid dilution of a convertible bondholder's potential equity position. Adjustment usually requires a split or stock dividend in excess of 5% or issuance of stock below book value. Share Purchase Agreements also typically contain anti-dilution provisions to protect investors in the event that a future round of financing occurs at a valuation that is below the valuation of the current round.
  • DirectorPerson elected by shareholders to serve on the board of directors. The directors appoint the president, vice president and all other operating officers, and decide when dividends should be paid (among other matters).
  • DisbursementThe investments by funds into their portfolio companies. The actual dollar amount flowing from a private equity fund or funds to a company in a given transaction.
  • Disclosure DocumentA booklet outlining the risk factors associated with an investment.
  • Disinvestment PeriodPeriod in which the general partners focus on realizing returns on the fund's assets.
  • Distressed debtCorporate bonds of companies that have either filed for bankruptcy or appear likely to do so in the near future. The strategy of distressed debt firms involves first becoming a major creditor of the target company by snapping up the company's bonds at pennies on the dollar. This gives them the leverage they need to call most of the shots during either the reorganization, or the liquidation, of the company. In the event of a liquidation, distressed debt firms, by standing ahead of the equity holders in the line to be repaid, often recover all of their money, if not a healthy return on their investment. Usually, however, the more desirable outcome is a reorganization, which allows the company to emerge from bankruptcy protection. As part of these reorganizations, distressed debt firms often forgive the debt obligations of the company, in return for enough equity in the company to compensate them. (This strategy explains why distressed debt firms are considered to be private equity firms).
  • Distributed to Committed Capital (DCC)The Ratio of total distributions to Limited Partners to date, to the total committed capital of the fund. As defined in the current GIPS Standards (www.gipsstandards.org/standards/current/Pages/index.aspx), any recallable distributions should be included in the numerator of this ratio.
  • Distributed to Paid in (DPI)The ratio of money distributed to Limited Partners by the Fund, relative to contributions. As defined in the current GIPS Standards (www.gipsstandards.org/standards/current/Pages/index.aspx), any recallable distributions should be included in the numerator of this ratio. Any reinvested capital (resulting from recallable distributions) should be included in the denominator.
  • DistributionsCash and/or securities paid out to the Limited Partners from the Limited Partnership.
  • DiversificationThe process of spreading investments among various different types of securities and various companies in different fields.
  • Divestiture FinancingCapital provided to a company to facilitate the sale of its interest in a product, division or subsidiary to another business entity.
  • DividendThe payments designated by the Board of Directors to be distributed pro-rata among the shares outstanding. On preferred shares, it is generally a fixed amount. On common shares, the dividend varies with the fortune of the company and the amount of cash on hand and may be omitted if business is poor or if the Directors determine to withhold earnings to invest in capital expenditures or research and development. Dividends can be paid either in cash or in kind, i.e. additional shares of stock. Cumulative - Missed dividend payments that continue to accrue. Non-cumulative - Missed dividend payments that do not accrue. Participating - Dividends which share (participate) with common stock. Non-participating - Dividends which do not share with common stock.
  • Dollar Value AddCurrent fair market value plus distributions since inception, less invested capital.
  • Dollar-weighted (returns)A misleading term when compared with time-weighted returns. Simply the calculation of the IRR of a series of fund cashflows, i.e., the compound return over time. THis is the classic measure of private equity returns, and is to be comended. Great care should be taken not to confuse this measure with time-weighted returns which, contrary to first impressions, actually means something completely different (and should be avoided at al costs).
  • Down RoundIssuance of shares at a later date and a lower price than previous investment rounds.
  • Drag-Along RightsA majority shareholders' right, obligating shareholders whose shares are bound into the shareholders' agreement to sell their shares into an offer the majority wishes to execute.
  • Drawndown CapitalWhen used by an investor, the toal amount of committed capital which has actually been requested by its private equity funds. When used by a fund, the total amount of committed capital which it has actually drawndown from its investors.
  • Due DiligenceA process undertaken by potential investors -- individuals or institutions -- to analyze and assess the desirability, value, and potential of an investment opportunity. The process of assessing the business and financial viability of a potential investment target, as well as the potential terms and conditions of an investment agreement.
  • Early StageA state of a company that typically has completed its seed stage and has a founding or core senior management team, has proven its concept or completed its beta test, has minimal revenues, and no positive earnings or cash flows.
  • Early Stage FinancingCapital provided to a young or emerging company to facilitate its growth and development, as illustrated in Seed Financing and Start-up Financing.
  • Early Stages of DevelopmentSeed stage: A developing business entity that has not yet established commercial operations and needs financing for research and product development. Start-up: A business in the earliest phase of established operations and needs capital for product development, initial marketing and other goals. Other early stag: A firm that has begun initial marketing and related development and needs financing to achieve full commercial production and sales.
  • Earn outA provision which used to be commonplace but is now increasingly rare whereby the buyer of acompany agres to pay the seller a fixed multiple of the actual profits of each of the next two or three years. The alternative is often to try to get certain minimum levels of future profits made the subject of a warranty, but this is now very difficult to achieve except in the case of a forced sale or a classic traditional-style MBO.
  • EBITDA"Earnings Before Interest, Taxes, Depreciation and Amortization": A measure of cash flow calculated as: Revenue - Expenses (excluding tax, interest, depreciation and amortization). EBITDA looks at the cash flow of a company. By not including interest, taxes, depreciation and amortization, we can clearly see the amount of money a company brings in. This is especially useful when one company is considering a takeover of another because the EBITDA would cover any loan payments needed to finance the takeover.
  • Economies of ScaleEconomic principle that as the volume of production increases, the cost of producing each unit decreases.
  • Elevator PitchAn extremely concise presentation of an entrepreneur's idea, business model, company solution, marketing strategy, and competition delivered to potential investors. Should not last more than a few minutes, or the duration of an elevator ride.
  • Employee Buyout FinancingCapital provided to facilitate the takeover of all or part of a business entity by employees or a labour organization.
  • Employee Stock Option Plan (ESOP)A plan established by a company whereby a certain number of shares are reserved for purchase and issuance to key employees. Such shares usually vest over a certain period of time to serve as an incentive for employees to build long term value for the company.
  • Employee Stock Ownership PlanA trust fund established by a company to purchase stock on behalf of employees.
  • Enterprise ValueThe total value of a business, the price at which it may be sold. Can be thought of as earnings x PE ratio (or any of the other earnings measures x the appropriate multiple) or as equity value + debt.
  • EquityOwnership interest in a company, usually in the form of stock or stock options.
  • Equity KickerOption for private equity investors to purchase shares at a discount. Typically associated with mezzanine financings where a small number of shares or warrants are added to what is primarily a debt financing.
  • ERISAERISA shall mean the United States Employee Retirement Income Security Act of 1974, as amended, including the regulations promulgated there under.
  • ERISA Significant Participation TestA test that is satisfied if the General Partner determines in its reasonable discretion that Persons that are "benefit plan investors" within the meaning of Section (f)(2) of the Final Regulation constitute or are expected to constitute at least 25 percent in interest of the Limited Partners. Note that the test is 25% of the interests of all the limited partners, which means 20% (+/-) in the partnership as a whole, taking into account the general partner's interest.
  • Event TransactionA generic term for a range of activity of interest to buyout and mezzanine funds. "Event" refers to the nature of the specific business objective that is the basis for financing, such as a Divestiture, Management Buyout and other buyout activity, Merger/Acquisition, Re-capitalization, Restructuring/Turnaround or Succession Plan.
  • Evergreen PromiseThis occurs when the company agrees to pay an employee's salary for a number of years, regardless of when termination occurs, the day after he or she is employed or 10 years after.
  • Exercise PriceThe price at which an option or warrant can be exercised.
  • Exit MechanismThe strategic means by which a private equity fund liquidates its stake in a business and achieves optimal returns. There are multiple exit routes, including Acquisition, Company Buyback, Initial Public Offering, Secondary Purchase and Write-off.
  • Exit StrategyA fund's intended method for liquidating its holdings while achieving the maximum possible return. These strategies depend on the exit climates including market conditions and industry trends. Exit strategies can include selling or distributing the portfolio company's shares after an initial public offering (IPO), a sale of the portfolio company or a recapitalization. Exiting climates: The conditions that influence the viability and attractiveness of various exit strategies.
  • Exits (AKA divestments or realizations)The means by which a private equity firm realizes a return on its investment. Private equity investors generally receive their principal returns via a capital gain on the sale or flotation of investments. Exit methods include a trade sale (most common), flotation on a stock exchange (common), a share repurchase by the company or its management or a refinancing of the business (least common). A Secondary purchase of the LP interest by another private equity firm is becoming an increasingly common phenomenon.
  • Expansion FinancingCapital provided to a company to facilitate its growth and development objectives.
  • FactoringA procedure in which a firm can sell its accounts receivable invoices to a factoring firm, which pays a percentage of the invoices immediately, and the remainder (minus a service fee) when the accounts receivable are actually paid off by the firm's customers.
  • Final Exit DateThe date and underlying holding has been sold or fully realized.
  • Final RegulationAn ERISA term, it is the United States Department of Labor's Final Regulation relating to the definition of "plan assets" in (29 C.F.R. ¤2510.3-101).
  • Financings and InvestmentsEach transaction involving a private equity fund or funds in a given portfolio company represents one round of financing. Each financing is made up of one or more investments, depending on the presence of co-investors. Financings are also known as deals.
  • FinderA person who helps to arrange a transaction.
  • First CloseAn early close of part of a round financing upon the agreement of all parties. This is often used as part of a "Rolling closing" strategy.
  • First Refusal RightsA negotiated obligation of the company or existing investors to offer shares to the company or other existing investors at fair market value or a previously negotiated price, prior to selling shares to new investors.
  • First-time FinancingSee: New Investment
  • FlippingThe act of buying shares in an IPO and selling them immediately for a profit. Brokerage firms underwriting new stock issues tend to discourage flipping, and will often try to allocate shares to investors who intend to hold on to the shares for some time. However, the temptation to flip a new issue once it has risen in price sharply is too irresistible for many investors who have been allocated shares in a hot issue.
  • FlotationWhen a firm's shares start trading on a formal stock exchange, such as the NASDAQ or the NYSE. This is probably the most profitable exit route for entrepreneurs and their financial backers.
  • Follow-on FinancingA supplementary round of financing in an existing Portfolio Company that builds on its original financing, generally in line with business growth and development. Venture-backed firms are often engaged in multiple follow-on deals.
  • Follow-on fundingCompanies often require several rounds of funding. If a private equity firm has invested in a particular company in the past, and then provides additional funding at a later stage, this is known as 'follow-on funding'.
  • Follow-on Investment periodThe period defined in the LPA whereby a fund can complete follow-on investments in underlying holdings.
  • Forced BuybackRedemption of convertible debt, convertible preferred stock or common stock on pre-specified terms in situations where the company's value has not appreciated according to the agreed upon plan.
  • Foreign InvestorSee: Investor Types
  • Form 10-KThis is the annual report that most reporting companies file with the Commission. It provides a comprehensive overview of the registrant's business. The report must be filed within 90 days after the end of the company's fiscal year.
  • Form 10-KSBThis is the annual report filed by reporting "small business issuers." It provides a comprehensive overview of the company's business, although its requirements call for slightly less detailed information than required by Form 10-K. The report must be filed within 90 days after the end of the company's fiscal year.
  • Form S-1The form can be used to register securities for which no other form is authorized or prescribed, except securities of foreign governments or political sub-divisions thereof.
  • Form S-2This is a simplified optional registration form that may be used by companies that have been required to report under the '34 Act for a minimum of three years and have timely filed all required reports during the 12 calendar months and any portion of the month immediately preceding the filing of the registration statement. Unlike Form S-1, it permits incorporation by reference from the company's annual report to stockholders (or annual report on Form 10-K) and periodic reports. Delivery of these incorporated documents as well as the prospectus to investors may be required.
  • Form SB-2This form may be used by "small business issuers" to register securities to be sold for cash. This form requires less detailed information about the issuer's business than Form S-1.
  • Formation DateThe date a fund registers as a limited partnership.
  • Founder VestingA term imposed on founders of seed and early stage deals in which the founder ownership is subject to a vesting schedule with nothing up front and linear vesting over, typically, four years. The first twelve months ownership is often "cliff" vested after the first year with monthly vesting thereafter. For more mature companies, vesting credit can be applied at the time of investment. The purpose of this term is to protect investors from an early, unplanned exit by the founder and to provide investors with the equity necessary to attract a new management team.
  • Founders' SharesShares owned by a company's founders upon its establishment.
  • Free cash flowThe cash flow of a company available to service the capital structure of the firm. Typically measured as operating cash flow less capital expenditures and tax obligations.
  • Full Ratchet Anti-dilutionThe sale of a single share at a price less than the favored investors paid reduces the conversion price of the favored investors' convertible preferred stock "to the penny". For example, from $1.00 to 50 cents, regardless of the number of lower priced shares sold.
  • Fully Diluted Earnings Per ShareEarnings per share expressed as if all outstanding convertible securities and warrants have been exercised.
  • Fully Diluted Outstanding SharesThe number of shares representing total company ownership, including common shares and current conversion or exercised value of the preferred shares, options, warrants, and other convertible securities.
  • FundThe pool of capital established for the purposes of private equity activity. Often a Management Company will be responsible for several funds that may vary according to mandate or investment period.
  • Fund AgeThe age of a fund (in years) from its first takedown to the time an IRR is calculated.
  • Fund Commitment/Investment CommitmentA Limited partner's obligation to provide a certain amount of capital to a private equity fund for investments.
  • Fund FocusThe indicated area of specialization of a venture capital fund usually expressed as Balanced, Seed and Early Stage, Later Stage, Mezzanine or Leveraged Buyout (LBO).
  • Fund ManagerSee: Management Company
  • Fund of FundsA fund set up to distribute investments among a selection of private equity fund managers, who in turn invest the capital directly. Fund of funds are specialist private equity investors and have existing relationships with firms. They may be able to provide investors with a route to investing in particular funds that would otherwise be closed to them. Investing in fund of funds can also help spread the risk of investing in private equity because they invest the capital in a variety of funds.
  • Fund-of-FundsA professionally managed intermediary vehicle where-in individual and institutional investors allocate or pool assets for subsequent commitment to private equity funds.
  • Fund-raisingThe activity whereby a private equity fund seeks to raise new Capital Commitments from external sources of supply. In Canada, the most active fund-raisers are LSVCCs and Private-Independent Funds.
  • Fund SizeThe total amount of capital committed by the investors of a venture capital fund.
  • GAAPGenerally Accepted Accounting Principles. The common set of accounting principles, standards and procedures. GAAP is a combination of authoritative standards set by standard-setting bodies as well as accepted ways of doing accounting.
  • GatekeeperSpecialist advisers who assist institutional investors in their private equity allocation decisions. Institutional investors with little experience of the asset class or those with limited resources often use them to help manage their private equity allocation. Gatekeepers usually offer tailored services according to their clients' needs, including private equity fund sourcing and due diligence through to complete discretionary mandates. A professional advisor or intermediary operating in the private equity market on behalf of clients, such as institutional investors.
  • GDR'sGlobal Depositary Receipt (GDR's). Receipts for shares in a foreign based corporation traded in capital markets around the world. While ADR's permit foreign corporations to offer shares to American citizens, GDR's allow companies in Europe, Asia and the US to offer shares in many markets around the world.
  • General Partner ClawbackThis is a common term of the private equity agreement. To the extent that the general partner receives more than its fair share of profits, as determined by the carried interest, the general partner clawback holds the individual partners responsible for paying back the limited partners what they are owed.
  • General Partner ContributionThe amount of capital that the fund manager contributes to its own fund in the same way that a limited partner does. This is an important way in which limited partners can ensure that their interests are aligned with those of the general partner. While the U.S. Department of Treasury has removed the legal requirement of the general partner to contribute at least 1 percent of fund capital. A 1 percent general partner contribution remains standard practice, particularly among venture capital funds.
  • General Partner (GP)The managing partner in a private equity management company who has unlimited personal liability for the debts and obligations of the limited partnership and the right to participate in its management. The General Partner is the intermediary between investors with capital and businesses seeking capital to grow. See: Limited Partnership.
  • Golden HandcuffsThis occurs when an employee is required to relinquish unvested stock when terminating his employment contract early.
  • Golden ParachuteEmployment contract of upper management that provides a large payout upon the occurrence of certain control transactions, such as a certain percentage share purchase by an outside entity or when there is a tender offer for a certain percentage of a company's shares. Discussed in more detail at The Executive Employment Agreement.
  • Government FundA government-owned private equity fund, usually organized through a federal or provincial agency or crown corporation.
  • Gross IRRThe IRR based upon the performance of the investments, not taking into account management fees or carried interest.
  • Gross Management FeeThe total amount of management fees paid by a Limited Partner, excluding management fee offsets.
  • HarvestReaping the benefits of investment in a privately held company by selling the company for cash or stock in a publicly held company, also known as an "exit strategy".
  • HeadquartersThe geographical location of a portfolio company's main corporate office.
  • Hockey Stick ProjectionsThe general shape and form of a chart showing revenue, customers, cash, or some other financial or operational measure that increases dramatically at some point in the future. Entrepreneurs often develop business plans with hockey stick charts to impress potential investors.
  • Holding CompanyCorporation that owns the securities of another, in most cases with voting control.
  • Holding PeriodThe amount of time an investor has held an investment. The period begins on the date of purchase and ends on the date of sale, and determines whether a gain or loss is considered short-term or long-term, for capital gains tax purposes.
  • Hot IssueA newly issued stock that is in great public demand. Technically, it is when the secondary market price on the effective date is above the new issue offering price. Hot issues usually experience a dramatic rise in price at their initial public offering because the market demand outweighs the supply.
  • HurdleUse in its commonly accepted sense of a hurdle return, i.e., the lowest possible return which a particular investor will accept. However, also used specifically to describe a return which a GP has to at least equal before any carry is calculated or payable. This mechanism is commonly found in buyout and development capital funds, but rarely in venture funds.
  • Hurdle RateThe internal rate of return that a fund must achieve before its general partners or managers may receive an increased interest in the proceeds of the fund. Often, if the expected rate of return on an investment is below the hurdle rate, the project is not undertaken.
  • IncubatorAn entity designed to nurture business concepts or new technologies to the point that they become attractive to venture capitalists. An incubator typically provides both physical space and some or all of the services-legal, managerial, and/or technical-needed for a business concept to be developed. Incubators often are backed by venture firms, which use them to generate early-stage investment opportunities.
  • Informal InvestorSee: Angel Investor.
  • Information RightsRights granting access to company's information, i.e. inspecting the company books and receiving financial statements, budgets and executive summaries.
  • Initial Investment DateThe date a fund completed its first contribution of capital to an underlying holding.
  • Initial Public Offering (IPO)The sale or distribution of the privately-held stock of a Portfolio Company on public markets for the first time. This is a common Exit Mechanism for private equity funds, especially venture capital funds. The sale or distribution of a stock of a portfolio company to the public for the first time. IPOs are often an opportunity for the existing investors (often venture capitalists) to receive significant returns on their original investment. During periods of market downturns or corrections the opposite is true.
  • Institutional InvestorPension funds, insurance companies, endowments, charitable foundations, mutual funds and other non-bank financial institutions that are often key suppliers to private equity funds. Organizations that professionally invest, including insurance companies, depository institutions, pension funds, investment companies, mutual funds, and endowment funds.
  • Institutional Venture CapitalThe organized market for venture activity, based on an industry of management firms and funds, as distinct from the informal investment market (see: Angel Investors). Venture financing has taken place in Canada for decades, but a core industry emerged for the first time in the early 1980s.
  • Intellectual PropertyA venture's intangible assets, such as patents, copyrights, trademarks, and brand name.
  • Internal rate of return (IRR)The discount rate at which the present value of future cash flows of an investment equals to the cost of the investment. It is determined when the net present value of the cash outflows (the cost of the investment) and the cash inflows (returns on the investment) equal zero, with the discount rate equal to the IRR.
  • Invested CapitalThe total amount of drawndown capital which has actually been invested in companies. In practice, this will be equal to the amount of drawndown capital less amounts which have been used to pay fees, or which are awaiting investment.
  • InvestmentSee: Financings and Investments.
  • Investment BankersRepresentatives of financial institutions engaged in the issue of new securities, including management and underwriting of issues as well as securities trading and distribution.
  • Investment Company Act of 1940Investment Company Act shall mean the Investment Company Act of 1940, as amended, including the rules and regulations promulgated there under.
  • Investment LetterA letter signed by an investor purchasing unregistered long securities under Regulation D, in which the investor attests to the long-term investment nature of the purchase. These securities must be held for a minimum of 1 year before they can be sold.
  • Investment MultipleCalculation performed by adding the reported value and the distributions received and subsequently dividing that amount by the total capital contributed.
  • Investor TypesThe key players in the private equity industry, based on particular fund structures and sources of capital supply. In the United States, private equity is dominated by Private-Independent Funds, while Canadian activity is diversified across several major groups. Corporate funds (C): Subsidiaries of financial or industrial corporations. Government funds (G): Agencies or crown corporations owned by government. Institutional investors (IN): Funds managed inside certain large institutions. Retail Funds: Funds (e.g., LSVCCs, PVCCs) established with benefit of government tax credits to individuals. Private-Independent Funds (PI): Funds structured on Limited Partnerships and related vehicles. Foreign investors (FI): Non-resident private equity funds or corporations active in Canada. Other investors (OT): Investors with an interest in specific private equity deals, but without a permanent market presence.
  • IRA RolloverThe reinvestment of assets received as a lump-sum distribution from a qualified tax-deferred retirement plan. Reinvestment may be the entire lump sum or a portion thereof. If reinvestment is done within 60 days, there are no tax consequences.
  • IRRInternal Rate of Return. A typical measure of how VC Funds measure performance. IRR is a technically a discount rate: the rate at which the present value of a series of investments is equal to the present value of the returns on those investments.
  • ISOIncentive Stock Option. Plan which qualifying options are free of tax at the date of grant and the date of exercise. Profits on shares sold after being held at least 2 years from the date of grant or 1 year from the date of exercise are subject to favorable capital gains tax rate.
  • Issue PriceThe price per share deemed to have been paid for a series of Preferred Stock. This number is important because Cumulative Dividends, the Liquidation Preference and Conversion Ratios are all based on Issue Price. In some cases, it is not the actual price paid. The most common example is where a company does a bridge financing (a common way for investors to provide capital without having to value the Company as a whole) and sells debt that is convertible into the next series of Preferred Stock sold by the Company at a discount to the Issue Price.
  • Issued SharesThe amount of common shares that a corporation has sold (issued).
  • IssuerRefers to the organization issuing or proposing to issue a security.
  • J-Curve EffectThe curve realized by plotting the returns generated by a private equity fund against time (from inception to termination). The common practice of paying the management fee and start-up costs out of the first draw-down does not produce an equivalent book value. As a result, a private equity fund will initially show a negative return. When the first realizations are made, the fund returns start to rise quite steeply. After about three to five years, the interim IRR will give a reasonable indication of the definitive IRR. This period is generally shorter for buyout funds than for early-stage and expansion funds.
  • Key EmployeesProfessional management attracted by the founder to run the company. Key employees are typically retained with warrants and ownership of the company.
  • Key Person ClauseIf a specified number of key named executives cease to devote a specified amount of time to the Partnership, which may include time spent on other funds managed by the manager, during the commitment period, the "key person" clause provides that the manager of the fund is prohibited from making any further new investments (either automatically or if so determined by investors) until such a time that new replacement key executives are appointed. The manager will, however, usually be permitted to make any investments that had already been agreed to be made prior to such date.
  • Labour-sponsored Venture Capital Corporation (LSVCC)A professionally managed private equity fund that raises capital on a retail basis from individual Canadians, with the assistance of federal and provincial government tax credits. LSVCCs operate according to some legislative specifications in most Canadian jurisdictions.
  • Late Stage FinancingA fund investment strategy involving financing for the expansion of a company that is producing, shipping and increasing its sales volume. Later stage funds often provide the financing to help a company achieve critical mass in order to position its shareholders for an Exit Event, e.g. an IPO on strategic sale of the company. Also see: Stages of Development.
  • Late Stages of DevelopmentExpansion: An established or near-established company that needs capital to expand its productive capacity, marketing and sales. Acquisition/Buyout: An established or near-established firm that needs financing to acquire all or a portion of another business entity for growth purposes, such as an Acquisition for Expansion Financing. Turnaround: An established or near-established company that needs capital to address a temporary situation of financial or operational distress. Other Stage: Includes Secondary Purchase, or the sale of portfolio assets among investors, and working capital. Staggered Board: This is an anti-takeover measure in which the election of the directors is split in separate periods so that only a percentage (e.g. one-third) of the total number of directors come up for election in a given year. It is designed to make taking control of the board of directors more difficult.
  • Lead InvestorThe member of a private equity syndicate that leads other co-investors into successful conclusion of a company financing. Reporting of Lead Investor commenced in January 2004. Also known as a bell cow investor. Member of a syndicate of private equity investors holding the largest stake, in charge of the financing and most actively involved in the overall project.
  • LemonAn investment that has a poor or negative rate of return. An old venture capital adage claims that "lemons ripen before plums."
  • Leveraged Buyout (LBO)A takeover of a company, using a combination of equity and borrowed funds. Generally, the target company's assets act as the collateral for the loans taken out by the acquiring group. The acquiring group then repays the loan from the cash flow of the acquired company. For example, a group of investors may borrow funds, using the assets of the company as collateral, in order to take over a company. Or the management of the company may use this vehicle as a means to regain control of the company by converting a company from public to private. In most LBOs, public shareholders receive a premium to the market price of the shares. A substantially debt-weighted financing of an Acquisition.
  • Lifestyle firmsCategory comprising around 90 percent of all start-ups. These firms merely afford a reasonable living for their founders, rather than incurring the risks associated with high growth. These ventures typically have growth rates below 20 percent annually, have five-year revenue projections below $10 million, and are primarily funded internally-only very rarely with outside equity funds.
  • Limited PartnerThe investors in a limited partnership. (See: Limited Partnership.) Limited partners are not involved in the day-to-day management of the partnership and generally cannot lose more than their capital contribution.
  • Limited Partner ClawbackThis is a common term of the private equity partnership agreement. It is intended to protect the general partner against future claims, should the general partner of the limited partnership become the subject of a lawsuit. Under this provision, a fund's limited partners commit to pay for any legal judgment imposed upon the limited partnership or the general partner. Typically, this clause includes limitations in the timing or amount of the judgment, such as that it cannot exceed the limited partners' committed capital to the fund.
  • Limited Partnership Agreement (LPA)The document which constitutes a Limited Partnership. These wil be the subject of discussion and negotiation prior to first closing.
  • Limited Partnership (LP)An organization comprised of a general partner, who manages a fund, and limited partners, who invest money but have limited liability and are not involved with the day-to-day management of the fund. In the typical venture capital fund, the general partner receives a management fee and a percentage of the profits (or carried interest). The limited partners receive income, capital gains, and tax benefits. A legal fund structure most frequently used by Private-Independent Funds to raise capital from external sources, such as institutional investors. The primary relationship in this structure is the general partner (the fund manager) and the limited partner (the capital source).
  • Liquidation1) The process of converting securities into cash. 2) The sale of the assets of a company to one or more acquirers in order to pay off debts. In the event that a corporation is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stock take precedence over the claims of those who own common stock.
  • Liquidation PreferenceThe amount per share that a holder of a given series of Preferred Stock will receive prior to distribution of amounts to holders of other series of Preferred Stock of Common Stock. This is usually designated as a multiple of the Issue Price, for example 2X or 3X, and there may be multiple layers of Liquidation Preferences as different groups of investors buy shares in different series. For example, holders of Series B Preferred Stock may be entitled to receive 3X their Issue Price, and then if any money is left, holders of Series A Preferred Stock may be entitled to receive 2X their Issue Price and then holders of Common Stock receive whatever is left. The trigger for the payment of the Liquidation Preference is a sale or liquidation of the company, such as a merger or other transaction where the company stockholders end up with less than half of the ownership of the new entity or a liquidation of the company.
  • LiquiditySee: Capital Available for Investment.
  • Liquidity EventAn event that allows a VC to realize a gain or loss on an investment. The ending of a private equity provider's involvement in a business venture with a view to realizing an internal return on investment. Most common exit routes include Initial Public Offerings [IPOs], buy backs, trade sales and secondary buy outs.
  • LLC - Limited Liability CompanyA company owned by "members" who either manage the business themselves or appoint "managers" top run it for them. All members and managers have the benefit of limited liability, and, in most cases, are taxed in the same way as a subchapter S corporation, i.e. flow-through taxation, without having to conform to the S Corporation restrictions.
  • Lock-up PeriodThe period of time that certain stockholders have agreed to waive their right to sell their shares of a public company. Investment banks that underwrite initial public offerings generally insist upon lockups of at least 180 days from large shareholders (1% ownership or more) in order to allow an orderly market to develop in the shares. The shareholders that are subject to lockup usually include the management and directors of the company, strategic partners and such large investors. These shareholders have typically invested prior to the IPO at a significantly lower price to that offered to the public and therefore stand to gain considerable profits. If a shareholder attempts to sell shares that are subject to lockup during the lockup period, the transfer agent will not permit the sale to be completed.
  • Lower QuartileThe point at which 75% of all returns in a group are greater and 25% are lower.
  • Management Buyout FinancingCapital provided to facilitate the takeover of all or part of a business entity by a team of managers. A private equity firm will often provide financing to enable current operating management to acquire or to buy at least 50 per cent of the business they manage. In return, the private equity firm usually receives a stake in the business. This is one of the least risky types of private equity investment because the company is already established and the managers running it know the business - and the market it operates in - extremely well.
  • Management CompanyThe professional manager of a private equity fund or funds.
  • Management FeeThe management fee is used to provide the partnership with resources such as investment and clerical personnel, office space and administrative services required by the partnership.
  • Management Fees OffsetsThe extent to which monitoring, transaction, and other portfolio company related expenses, paid to the General Partner are offset against management fees.
  • Management TeamThe persons who oversee the activities of a venture capital fund.
  • Mandatory RedemptionA right of an investor to require the company to repurchase some or all of an investor's shares at a stated price at a given time in the future. The purchase price is usually the Issue Price, increased by Cumulative Dividends, if any. Mandatory Redemption may be automatic or may require a vote of the series of Preferred Stock having the redemption right.
  • Market CapitalizationThe total dollar value of all of a company's outstanding shares. It is calculated by multiplying the number of outstanding shares times the current market share price and is often referred to as market cap. The total dollar value of all outstanding shares. Computed as shares multiplied by current price per share. Prior to an IPO, market capitalization is arrived at by estimating a company's future growth and by comparing a company with similar public or private corporations.
  • Market Standoff AgreementSimilar to Lock-Up Agreements and prevents selling company stock for number of predetermined days after a previous stock offering by the company.
  • Merchant BankingAn activity that includes corporate finance activities, such as advice on complex financings, merger and acquisition advice (international or domestic), and at times direct equity investments in corporations by the banks.
  • MergerCombination of two or more corporations in which greater efficiency is supposed to be achieved by the elimination of duplicate plant, equipment, and staff, and the reallocation of capital assets to increase sales and profits in the enlarged company. The strategic combination of one business entity with another, often with the assistance of private equity.
  • Mezzanine CapitalA specialized form of private equity, characterized chiefly by use of Subordinated Debt, or preferred stock with an equity kicker, to invest largely in the same realm of companies and deals as buyout funds (see: Event Transaction, Middle Market).
  • Mezzanine FinancingRefers to the stage of venture financing for a company immediately prior to its IPO. Investors entering in this round have lower risk of loss than those investors who have invested in an earlier round. Mezzanine level financing can take the structure of preferred stock, convertible bonds or subordinated debt.
  • Middle MarketA generic term used to describe the universe of well-established, and mostly private, companies in traditional sectors that form the demand side of much buyout and mezzanine activity.
  • Middle-Market FirmsFirms with growth prospects of more than 20 percent annually and five-year revenue projections between $10 million and $50 million. Less than 10 percent of all start-ups annually, these entrepreneurial firms are the backbone of the U.S. economy.
  • Mutual FundA mutual fund, or an open-end fund, sells as many shares as investor demand requires. As money flows in, the fund grows. If money flows out of the fund the number of the fund's outstanding shares drops. Open-end funds are sometimes closed to new investors, but existing investors can still continue to invest money in the fund. In order to sell shares an investor usually sells the shares back to the fund. If an investor wishes to buy additional shares in a mutual fund, the investor must buy newly issued shares directly from the fund.
  • Narrow-Based Weighted Average RatchetA type of anti-dilution mechanism. A weighted average ratchet adjusts downward the price per share of the preferred stock of investor A due to the issuance of new preferred shares to new investor B at a price lower than the price investor A originally received. Investor A's preferred stock is repriced to a weighed average of investor A's price and investor B's price. A narrow-based ratchet uses only common stock outstanding in the denominator of the formula for determining the new weighed average price.
  • NASDThe National Association of Securities Dealers. Any mandatory association of brokers and dealers in the over the counter securities business. Created by the Maloney Act of 1938, an amendment to the Securities Act of 1934.
  • NASDAQAn automated information network which provides brokers and dealers with price quotations on securities traded over the counter.
  • NDA (Non-disclosure agreement)An agreement issued by entrepreneurs to potential investors to protect the privacy of their ideas when disclosing those ideas to third parties.
  • Net Asset Value (NAV)NAV is calculated by adding the value of all of the investments in the fund and dividing by the number of shares of the fund that are outstanding. NAV calculations are required for all mutual funds (or open-end funds) and closed-end funds. The price per share of a closed-end fund will trade at either a premium or a discount to the NAV of that fund, based on market demand. Closed-end funds generally trade at a discount to NAV.
  • Net Financing CostAlso called the cost of carry or, simply, carry, the difference between the cost of financing the purchase of an asset and the asset's cash yield. Positive carry means that the yield earned is greater than the financing cost; negative carry means that the financing cost exceeds the yield earned.
  • Net IncomeThe net earnings of a corporation after deducting all costs of selling, depreciation, interest expense and taxes.
  • Net IRRThe dollar-weighted internal rate of return, net of management fees and carried interest generated by an investment in the fund. The return considers the daily timing of all cash flows and cumulative fair stated value, as of the end of the reported period.
  • Net Management FeeManagement fee net of management fee offsets.
  • Net Present ValueAn approach used in capital budgeting where the present value of cash inflow is subtracted from the present value of cash outflows. NPV compares the value of a dollar today versus the value of that same dollar in the future after taking inflation and return into account. A firm or project's net contribution to wealth. This is the present value of current and future income streams, minus initial investment.
  • New InvestmentThe original round of financing in a company. Venture-backed firms typically receive further Follow-on Financing as they grow and develop in portfolios. Also known as a first-time transaction.
  • New IssueA stock or bond offered to the public for the first time. New issues may be initial public offerings by previously private companies or additional stock or bond issues by companies already public. New public offerings are registered with the Securities and Exchange Commission.
  • NewcoThe typical label for any newly organized company, particularly in the context of a leveraged buyout.
  • No-Fault DivorceA "no fault divorce" clause permits investors at a time after the final closing date, to remove the general partner of a fund and either terminate the Partnership or appoint a new general partner. This clause covers situations where the general partner has not defaulted or breached the terms and conditions of the Limited Partnership Agreement. Either an ordinary consent or a special consent may be required to effectuate the removal of the general partner and this clause will usually be subject to the general partner receiving compensation for its removal.
  • No Shop, No Solicitation ClausesA no shop, no solicitation, or exclusivity, clause requires the company to negotiate exclusively with the investor, and not solicit an investment proposal from anyone else for a set period of time after the term sheet is signed. The key provision is the length of time set for the exclusivity period.
  • Non-accreditedAn investor not considered accredited for a Regulation D offering. (Accredited Investor).
  • Non-Compete ClauseAn agreement often signed by employees and management whereby they agree not to work for competitor companies or form a new competitor company within a certain time period after termination of employment. Governed by state law.
  • NYSEThe New York Stock Exchange. Founded in 1792, the largest organized securities market in the United States. The Exchange itself does not buy, sell, own or set prices of stocks traded there. The prices are determined by public supply and demand. Also known as the Big Board.
  • Offering MemorandumAn OM is a document issues by or on behalf of a private equity firm with the object of raiding money from the investment community. SOmetimes referred to as a Private Placing Memorandum.
  • Offering SizeTotal dollar amount raised through an IPO.
  • Open-end FundAn open-end fund, or a mutual fund, generally sells as many shares as investor demand requires. As money flows in, the fund grows. If money flows out of the fund the number of the fund's outstanding shares drops. Open-end funds are sometimes closed to new investors, but existing investors can still continue to invest money in the fund. In order to sell shares an investor generally sells the shares back to the fund. If an investor wishes to buy additional shares in a mutual fund, the investor generally buys newly issued shares directly from the fund.
  • Option PoolThe number of shares set aside for future issuance to employees of a private company.
  • Original Issue Discount (OID)A discount from par value of a bond or debt-like instrument. In structuring a private equity transaction, the use of a preferred stock with liquidation preference or other clauses that guarantee a fixed payment in the future can potentially create adverse tax consequences. The IRS views this cash flow stream as, in essence, a zero coupon bond upon which tax payments are due yearly based on "phantom income" imputed from the difference between the original investment and "guaranteed" eventual payout. Although complex, the solution is to include enough clauses in the investment agreements to create the possibility of a material change in the cash flows of owners of the preferred stock under different scenarios of events such as a buyout, dissolution or IPO.
  • Outstanding StockThe amount of common shares of a corporation which are in the hands of investors. It is equal to the amount of issued shares less treasury stock.
  • Over-the-Counter (OTC)A market for securities made up of dealers who may or may not be members of a formal securities exchange. The over-the-counter market is conducted over the telephone and is a negotiated market rather than an auction market such as the NYSE.
  • OverhangCapital raised by private equity funds but as yet uninvested. This can become acute when livels of investment fail to keep pace with levels of fundraising. Overhang will tend to put upward pressure on valuations, raise suspicions that deal quality may be sacrificed in order to put money to work, and may also stretch out the fund cycle.
  • OversubscriptionOccurs when demand for shares exceeds the supply or number of shares offered for sale. As a result, the underwriters or investment bankers must allocate the shares among investors. In private placements, this occurs when a deal is in great demand because of the company's growth prospects.
  • Oversubscription PrivilegeIn a rights issue, arrangement by which shareholders are given the right to apply for any shares that are not purchased.
  • Paid-in CapitalThe amount of committed capital a limited partner has actually transferred to a venture fund. Also known as the cumulative takedown amount.
  • Paid-in to Capital Committed (PICC)The ratio of contributions to date measured against its committed capital.
  • Pari PassuAt an equal rate or pace, without preference.
  • Participating PreferredA preferred stock in which the holder is entitled to the stated dividend, and also to additional dividends on a specified basis upon payment of dividends to the common stockholders. The preferred stock entitles the owner to receive a predetermined sum of cash (usually the original investment plus accrued dividends) if the company is sold or has an IPO. The common stock represents additional continued ownership in the company.
  • ParticipationDescribes a right of a holder of Preferred Stock to enjoy both the rights associated with the Preferred Stock and also participate in any benefit available to Common Stock, without converting to Common Stock. This may occur with Liquidation Preferences, for example, a series of Preferred Stock may have the right to receive its Liquidation Preference and then also share in whatever money is left to be distributed to the holders of Common Stock. Dividends may also be "Participating" where after a holder of Preferred Stock receives its Cumulative Dividend it also receives any dividend paid on the Common Stock.
  • PartnershipA nontaxable entity in which each partner shares in the profits, loses and liabilities of the partnership. Each partner is responsible for the taxes on its share of profits and loses.
  • Partnership AgreementThe contract that specifies the compensation and conditions governing the relationship between investors (LP's) and the venture capitalists (GP's) for the duration of a private equity fund's life.
  • Partnership ExpensesExpenses borne by the partnership including costs associated with the organization of the partnership, the purchase, holding or sale of securities, and legal and auditing expenses.
  • Pay to PlayA "Pay to Play" provision is a requirement for an existing investor to participate in a subsequent investment round, especially a Down Round. Where Pay to Play provisions exist, an investor's failure to purchase its pro-rata portion of a subsequent investment round will result in conversion of that investor's Preferred Stock into Common Stock or another less valuable series of Preferred Stock.
  • Payback PeriodThe length of time which is takes to recover your initial capital on any investment, i.e., for the investment to return 1x. Once widely used as a means of evaluating rival projects or investments for capital allocation purposes but now largely superseded by IRR.
  • Penny StocksLow priced issues, often highly speculative, selling at less than $5/share.
  • Piggyback RegistrationA situation when a securities underwriter allows existing holdings of shares in a corporation to be sold in combination with an offering of new public shares.
  • PIK Debt Securities(Payment in Kind) PIK Debt are bonds that may pay bondholders compensation in a form other than cash.
  • Placement AgentA company that specializes in finding institutional investors that are willing and able to invest in a private equity fund or company issuing securities. Sometimes the "issuer" will hire a placement agent so the fund partners can focus on management issues rather than on raising capital. In the U.S., these companies are regulated by the NASD and SEC.
  • Plain English HandbookThe Securities and Exchange Commission online version of Plain English Handbook: How to Create Clear SEC Disclosure Documents.
  • PlumAn investment that has a very healthy rate of return. The inverse of an old venture capital adage claims that "plums ripen later than lemons."
  • Poison PillA right issued by a corporation as a preventative antitakeover measure. It allows rightholders to purchase shares in either their company or in the combined target and bidder entity at a substantial discount, usually 50%. This discount may make the takeover prohibitively expensive.
  • Pooled Investment Vehicle (PIV)A legal entity that pools various investors' capital and deploys it according to a specific investment strategy.
  • Pooled IRRA method of calculating an aggregate IRR by summing cash flows together to create a portfolio cash flow. The IRR is subsequently calculated on this portfolio cash flow.
  • Portfolio CompanyA business entity that has secured at least one round of financing from one or more private equity funds. Also known as an investee firm. A Company in which a given fund has invested.
  • Post-Money ValuationThe valuation of a company immediately after the most recent round of financing. For example, a venture capitalist may invest $3.5 million in a company valued at $2 million "pre-money" (before the investment was made). As a result, the startup will have a post-money valuation of $5.5 million.
  • Potential Clawback ValueThe amount of clawback payable to the General Partner if the fund is liquidated. A calwback obligation represents the General Partners' promise that, over the life of the fund, the managers will not receive a greater share of the fund's distributions than they bargained for. When triggered, the clawback will require that the General Partner return to the fund's Limited Partners an amount equal to what is determined to be excess distributions.
  • Pre-Money ValuationThe valuation of a company prior to a round of investment. This amount is determined by using various calculation models, such as discounted P/E ratios multiplied by periodic earnings or a multiple times a future cash flow discounted to a present cash value and a comparative analysis to comparable public and private companies.
  • Preemptive RightA shareholder's right to acquire an amount of shares in a future offering at current prices per share paid by new investors, whereby his/her percentage ownership remains the same as before the offering.
  • Preference SharesShares of a firm that encompass preferential rights over ordinary common shares, such as the first right to dividends and any capital payments.
  • Preferred DividendA dividend ordinarily accruing on preferred shares payable where declared and superior in right of payment to common dividends.
  • Preferred Investment RangeA private equity fund's preferred scope for making investments. This varies by market segment, with many venture funds preferring ranges below $10 million and many buyout/mezzanine funds preferring ranges between $10 million and $50 million or higher.
  • Preferred Return (AKA Hurdle Rate)The minimum return to investors to be achieved before a carry is permitted. A hurdle rate of 10% means that the private equity fund needs to achieve a return of at least 10% per annum before the profits are shared according to the carried interest arrangement.
  • Preferred StockA class of capital stock that may pay dividends at a specified rate and that has priority over common stock in the payment of dividends and the liquidation of assets. Many venture capital investments use preferred stock as their investment vehicle. This preferred stock is convertible into common stock at the time of an IPO.
  • Private EquityEquity securities of companies that have not "gone public" (are not listed on a public exchange). Private equities are generally illiquid and thought of as a long-term investment. As they are not listed on an exchange, any investor wishing to sell securities in private companies must find a buyer in the absence of a marketplace. In addition, there are many transfer restrictions on private securities. Investors in private securities generally receive their return through one of three ways: an initial public offering, a sale or merger, or a recapitalization.
  • Private Equity Industry Guidelines Group (PEIGG)A body which has produces a set of advisory valuation guidelines in the USA.
  • Private-Independent FundA professionally managed private equity fund that raises capital from external sources of supply, such as institutional investors. Most private-independent funds utilize Limited Partnerships and related vehicles.
  • Private Investment In Public Equities (PIPES)Investments by a private equity fund in a publicly traded company, usually at a discount.
  • Private Investment In Public Equity (PIPE)A transaction in which accredited investors are allowed to purchase stock in a public company through an exemption allowed by provincial securities regulation. As a result of the exemption, there is less disclosure required by these investors than for other more widely distributed issues, like IPOs and secondary offerings.
  • Private PlacementAlso known as a Reg. D offering. The sale of a security (or in some cases, a bond) directly to a limited number of investors. Avoids the need for S.E.C. registration if the securities are purchased for investment as opposed to being resold. The size of the issue is not limited, but its sale is limited to a maximum of thirty-five non-accredited investors.
  • Private Placement MemorandumAlso known as an Offering Memorandum or "PPM". A document that outlines the terms of securities to be offered in a private placement. Resembles a business plan in content and structure. A formal description of an investment opportunity written to comply with various federal securities regulations. A properly prepared PPM is designed to provide specific information to the buyers in order to protect sellers from liabilities related to selling unregistered securities. Typically PPMs contain: a complete description of the security offered for sale, the terms of the sales, and fees; capital structure and historical financial statements; a description of the business; summary biographies of the management team; and the numerous risk factors associated with the investment. In practice, the PPM is not generally used in angel or venture capital deals, since most sophisticated investors perform thorough due diligence on their own and do not rely on the summary information provided by a typical PPM.
  • Private SecuritiesPrivate securities are securities that are not registered and do not trade on an exchange. The price per share is set through negotiation between the buyer and the seller or issuer.
  • ProspectusA formal written offer to sell securities that provides an investor with the necessary information to make an informed decision. A prospectus explains a proposed or existing business enterprise and must disclose any material risks and information according to the securities laws. A prospectus must be filed with the SEC and be given to all potential investors. Companies offering securities, mutual funds, and offerings of other investment companies including Business Development Companies are required to issue prospectuses describing their history, investment philosophy or objectives, risk factors and financial statements. Investors should carefully read them prior to investing.
  • Provincial Venture Capital Corporation (PVCC)A professionally managed private equity fund that raises capital on a retail basis from individual Canadians, with the assistance of provincial tax credits. At present, PVCCs operate according to some legislative specifications in British Columbia and Quebec.
  • Put OptionThe right to sell a security at a given price (or range) within a given time period.
  • QPAMQualified professional asset manager as defined by ERISA.
  • RatchetRatchets reduce the price at which venture capitalists can convert their debt into preferred stock, which effectively increases their percentage of equity. Often referred to as an "anti-dilution adjustment."
  • Re-capitalization FinancingCapital provided for a significant overhaul of a company's financial structure.
  • Realized InvestmentAn underlying investment of a fund that has been exited.
  • Realized ProceedsCash and/or securities received by a partner.
  • RecallableThe total amount of distributions that may be recalled by the fund at a future date.
  • RecapitalizationThe reorganization of a company's capital structure. A company may seek to save on taxes by replacing preferred stock with bonds in order to gain interest deductibility. Recapitalization can be an alternative exit strategy for venture capitalists and leveraged buyout sponsors.
  • ReconfirmationThe act a broker/dealer makes with an investor to confirm a transaction.
  • Red HerringThe common name for a preliminary prospectus, due to the red SEC required legend on the cover.
  • Redeemable Preferred StockRedeemable preferred stock, also known as exploding preferred, at the holder's option after (typically) five years, which in turn gives the holders (potentially converting to creditors) leverage to induce the company to arrange a liquidity event. The threat of creditor status can move the founders off the dime if a liquidity event is not occurring with sufficient rapidity.
  • RedemptionThe right or obligation of a company to repurchase its own shares. Redemption Rights - Rights to force the company to purchase shares (a "put") and more infrequently the company's right to force investor to sell their shares (a "call"). A Put allows one to liquidate an investment in the event an IPO or public merger becomes unlikely. One may also negotiate a Put effective when the company defaults or fails to make payments upon a key employee's death, etc.
  • RegistrationThe SEC's review process of all securities intended to be sold to the public. The SEC requires that a registration statement be filed in conjunction with any public securities offering. This document includes operational and financial information about the company, the management and the purpose of the offering. The registration statement and the prospectus are often referred to interchangeably. Technically, the SEC does not "approve" the disclosures in prospectuses.
  • Registration RightsProvisions in the investment agreement that allow investors to sell stock via the public market. Means by which one can transfer shares in compliance with the securities laws subject to Lock-Up and Market Stand-off Agreements. Long-form Demand - Demand registration before the company becomes public. Usually starts one-three years after making an investment and may involve one or two demands for a percentage of stock. Company will use the SEC's long-form S-1. Short-form Demand - Demand made after the company is publicly traded and is eligible to use SEC's Form S-3. Piggyback - Company is registering stock either for itself or other stockholders and one can "piggyback" a portion of shares for registration onto the company's registration. Usually have these rights for up to five years after the company becomes public, but cannot exercise them for mergers or employee offerings.
  • Regulation ASEC provision for simplified registration for small issues of securities. A Reg. A issue may require a shorter prospectus and carries lesser liability for directors and officers for misleading statements. The conditional small issues securities exemption of the Securities Act of 1933 is allowed if the offering is a maximum of $5,000,000 U.S. Dollars.
  • Regulation CThe regulation outlines registration requirements for Securities Act of 1933.
  • Regulation DRegulation D, is the rule (Reg. D is a "regulation" comprising a series of "rules") that allow for the issuance and sale of securities to purchasers if they qualify as accredited investors.
  • Regulation SThe rules relating to offers and sales made outside the U.S. without SEC Registration.
  • Regulation S-BReg. S-B of the Securities Act of 1933 governs the Integrated Disclosure System for Small Business Issuers.
  • Regulation S-KThe Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975.
  • Regulation S-XThe regulation that governs the requirements for financial statements under the Securities Act of 1933, and the Securities Exchange Act of 1934
  • Reorganization or Corporate ReorganizationReorganizations are significant changes in the equity base of a company such as converting all outstanding shares to Common Stock, or combining outstanding shares into a smaller number of shares (a reverse split). A reorganization is frequently done when a company has already had a few rounds of venture financing but has not been able to successfully increase the value of the company and therefore is doing a Down Round that is essentially a restart of the company.
  • Reported/Remaining ValueThe current fair stated value for each of the investments, as reported by the General Partner of the fund.
  • Reps and WarrantiesRepresentations and warranties by the vendor placed in the sale agreement when a company changes hands. They most usually cover things such as contingent liabilities, the company's tax position and the accuracy of the most recent audited accounts.
  • Residual Value to Paid In (RVPI)The ratio of the current value of all remaining investments within a fund to the total contributions of Limited Partners to date. As defined in the current GIPS Standards (www.gipsstandards.org/standards/current/Pages/index.aspx), any reinvested capital (resulting from recallable distributions) should be included in the denominator of this ratio.
  • Restricted SecuritiesPublic securities that are not freely tradable due to SEC regulations.
  • Restricted SharesShares acquired in a private placement are considered restricted shares and may not be sold in a public offering absent registration, or after an appropriate holding period has expired. Non-affiliates must wait one year after purchasing the shares, after which time they may sell less than 1% of their outstanding shares each quarter. For affiliates, there is a two-year holding period.
  • Restructuring/ Turnaround FinancingCapital provided to an established firm, usually in a traditional sector, that is undergoing financial distress or a major re-organization, but is perceived as having long-term commercial viability
  • Retail FundA category of professionally managed private equity fund that relies on tax-assisted retail fund-raising, composed essentially of Labour-Sponsored Venture Capital Corporations and Provincial Venture Capital Corporations.
  • ReturnSee: Internal Rate of Return.
  • Reverse Leveraged BuyoutsThe act of offering new, publicaly-traded shares in a firm that was previously taken private through a buyout transaction.
  • Revlon DutiesThe legal principle that actions, such as anti-takeover measures, that promote the value of an auction process are allowable, whereas those that thwart the value of an auction process are not allowed. The duty is triggered when a company is in play as a target acquisition.
  • Right of First RefusalThe right of first refusal gives the holder the right to meet any other offer before the proposed contract is accepted.
  • Rights OfferingIssuance of "rights" to current shareholders allowing them to purchase additional shares, usually at a discount to market price. Shareholders who do not exercise these rights are usually diluted by the offering. Rights are often transferable, allowing the holder to sell them on the open market to others who may wish to exercise them. Rights offerings are particularly common to closed-end funds, which cannot otherwise issue additional ordinary shares.
  • RiskThe chance of loss on an investment due to many factors including inflation, interest rates, default, politics, foreign exchange, call provisions, etc. In Private Equity, risks are outlined in the Risk Factors section of the Placement Memorandum.
  • RTOA private company strategy for gaining access to public markets through takeover of a listed business entity.
  • Rule 144Rule 144 provides for the sale of restricted stock and control stock. Filing with the SEC is required prior to selling restricted and control stock, and the number of shares that may be sold is limited.
  • Rule 144AA safe harbor exemption from the registration requirements of Section 5 of the 1933 Act for resales of certain restricted securities to qualified institutional buyers, which are commonly referred to as "QIBs." In particular, Rule 144A affords safe harbor treatment for reoffers or resales to QIBs - by persons other than issuers - of securities of domestic and foreign issuers that are not listed on a U.S. securities exchange or quoted on a U.S. automated inter-dealer quotation system. Rule 144A provides that reoffers and resales in compliance with the rule are not "distributions" and that the reseller is therefore not an "underwriter" within the meaning of Section 2(a)(11) of the 1933 Act. If the reseller is not the issuer or a dealer, it can rely on the exemption provided by Section 4(1) of the 1933 Act. If the reseller is a dealer, it can rely on the exemption provided by Section 4(3) of the 1933 Act.
  • Rule 147Provides an exemption from the registration requirements of the Securities Act of 1933 for intrastate offerings, if certain requirements are met. One requirement is that 100% of the purchasers must be from within one state.
  • Rule 501Rule 501 of Regulation D defines Accredited Investor.
  • Rule 504Company can raise up to $1 million in any 12-month period from any number or investors provided that the company does not advertise the sale. There are restrictions on the resale of the securities, but there is no requirement of disclosure. Investors need not to be sophisticated nor is any formal private offering memorandum required. However, offering is subject to the general antifraud provisions of the federal securities laws requiring that all material information be accurately presented to purchasers.
  • Rule 505Rule 505 of Regulation D is an exemption for limited offers and sales of securities not exceeding $5,000,000. Company can raise up to $5 million in a 12-month period. Security sales can be made to an unlimited number of accredited investor plus 35 additional investors. Disclosure documents, i.e. a private placement memorandum, must be delivered to all non-accredited investors. If dealing with accredited investors, the number of these is unlimited, but there is no advertising allowed.
  • S CorporationA corporation that limits its ownership structure to 100 shareholders and disallows certain types of shareholders [e.g. partnerships cannot hold shares in an S corporation.] An S corporation does not pay taxes, rather, similar to a partnership, its owners pay taxes on their proportion of the corporation's profits at their individual tax rates.
  • SBICSmall Business Investment Company. A company licensed by the Small Business Administration to receive government leverage in order to raise capital to use in venture investing.
  • SBIRSmall Business Innovation Research Program. See Small Business Innovation Development Act of 1982.
  • Secondary MarketThe market for the sale of partnership interests in private equity funds. Sometimes limited partners chose to sell their interest in a partnership, typically to raise cash or because they cannot meet their obligation to invest more capital according to the takedown schedule. Certain investment companies specialize in buying these partnership interests at a discount.
  • Secondary PurchaseThe sale of private or restricted holdings in a portfolio company by one investor to another.
  • Secondary SaleThe sale of private or restricted holdings in a portfolio company to other investors. See secondary market definition.
  • Securities Act of 1933The federal law covering new issues of securities. It provides for full disclosure of pertinent information relating to the new issue and also contains antifraud provisions.
  • Securities Act of 1934The federal law that established the Securities and Exchange Commission. The act outlaws misrepresentation, manipulation and other abusive practices in the issuance of securities.
  • Securities and Exchange CommissionThe SEC is an independent, nonpartisan, quasi-judicial regulatory agency that is responsible for administering the federal securities laws. These laws protect investors in securities markets and ensure that investors have access to all material information concerning publicly traded securities. Additionally, the SEC regulates firms that trade securities, people who provide investment advice, and investment companies.
  • Seed FinancingCapital provided to facilitate commercialization of new product concepts, often from laboratories, research centres or entrepreneurs. If successful, a seed financing may result in a Start-up.
  • Seed MoneyThe first round of capital for a start-up business. Seed money usually takes the structure of a loan or an investment in preferred stock or convertible bonds, although sometimes it is common stock. Seed money provides startup companies with the capital required for their initial development and growth. Angel investors and early-stage venture capital funds often provide seed money.
  • Seed Stage FinancingAn initial state of a company's growth characterized by a founding management team, business plan development, prototype development, and beta testing. Series A Ð first round of institutional investment capital Series B - second round of institutional investment capital Series C - third round of institutional investment capital
  • Senior SecuritiesSecurities that have a preferential claim over common stock on a company's earnings and in the case of liquidation. Generally, preferred stock and bonds are considered senior securities.
  • Series A Preferred StockThe first round of stock offered during the seed or early stage round by a portfolio company to the venture investor or fund. This stock is convertible into common stock in certain cases such as an IPO or the sale of the company. Later rounds of preferred stock in a private company are called Series B, Series C and so on.
  • Shell CorporationA corporation with no assets and no business. Typically, shell corporations are designed for the purpose of going public and later acquiring existing businesses. Also known as Specified Purpose Acquisition Companies (SPACs).
  • Since InceptionThe time period from the fund's formation date to the current period.
  • Size of FinancingsTransactions defined according to their respective sizes. In the venture capital realm, there are four categories of deal size. Very small deals: Less than $500,000. Small deals: Less than $1 million. Mid-sized deals: Between $1 million and $5 million. Large deals: Greater than $5 million.
  • Small Business Administration (SBA)Provides loans to small business investment companies (SBICs) that supply venture capital and financing to small businesses.
  • Small Business Innovation Development Act of 1982The Small Business Innovation Research (SBIR) program is a set-aside program (2.5% of an agency's extramural budget) for domestic small business concerns to engage in Research/Research and Development (R/R&D) that has the potential for commercialization. The SBIR program was established under the Small Business Innovation Development Act of 1982 (P.L. 97-219), reauthorized until September 30, 2000 by the Small Business Research and Development Enhancement Act (P.L. 102-564), and reauthorized again until September 30, 2008 by the Small Business Reauthorization Act of 2000 (P.L. 106-554).
  • Special Purpose VehicleA special company, usually outside the United States, established by a company to meet a specific financial problem, often to pay lower taxes (e.g., a re-invoicing subsidiary or offshore insurance company).
  • Specialized FundA private equity fund strategy whereby the focus in on specific investment targets (e.g., sectors, stages of development), as distinct from a Balanced Fund.
  • Spin OutA division or subsidiary of a company that becomes an independent business. Typically, private equity investors will provide the necessary capital to allow the division to "spin out" on its own; the parent company may retain a minority stake.
  • Stages of DevelopmentCritical points on the growth continuum for firms assisted by venture capital and other types of private equity. Typically, a venture-backed company receives cumulative rounds of financing to facilitate its progression from one stage of development to the next.
  • Start-up FinancingCapital provided to facilitate the first-time establishment of a legal company structure around a marketable product concept.
  • Statutory VotingA method of voting for members of the Board of Directors of a corporation. Under this method, a shareholder receives one vote for each share and may cast those votes for each of the directorships. For example: An individual owning 100 shares of stock of a corporation that is electing six directors could cast 100 votes for each of the six candidates. This method tends to favor the larger shareholders. Compare Cumulative Voting.
  • Stock Options1) The right to purchase or sell a stock at a specified price within a stated period. Options are a popular investment medium, offering an opportunity to hedge positions in other securities, to speculate on stocks with relatively little investment, and to capitalize on changes in the market value of options contracts themselves through a variety of options strategies. 2) A widely used form of employee incentive and compensation. The employee is given an option to purchase its shares at a certain price (at or below the market price at the time the option is granted) for a specified period of years.
  • Strategic InvestorsCorporate or individual investors that add value to investments they make through industry and personal ties that can assist companies in raising additional capital as well as provide assistance in the marketing and sales process.
  • Subordinated DebtDebt with inferior liquidation privileges to senior debt in case of a bankruptcy; sub debt will carry higher interest rates than senior debt, to which it is subordinated, to compensate for the added risk, and will typically have attached warrants or equity conversion features.
  • Subscription AgreementThe application submitted by an investor wishing to join a limited partnership. All prospective investors must be approved by the General Partner prior to admission as a partner.
  • Succession PlanThe basis for transfer of business ownership from one generation of managers to the next, often with the assistance of private equity.
  • Sweat EquityOwnership of shares in a company resulting from work rather than investment of capital--usually founders receive "sweat equity".
  • SyndicateUnderwriters or broker/dealers who sell a security as a group. (See Allocation)
  • SyndicationA number of investors offering funds together as a group on a particular deal. A lead investor often coordinates such deals and represents the group's members. Within the last few years, syndication among angel investors (an angel alliance) has become more common, enabling them to fund larger deals closer to those typifying a small venture capital fund. Also see: Co-investment.
  • Tag-Along Rights / Rights of Co-SaleA minority shareholder protection affording the right to include their shares in any sale of control and at the offered price.
  • Takedown ScheduleA takedown schedule means the timing and size of the capital contributions from the limited partners of a venture fund.
  • Target MultiplesThe desired return on investment of private investors in early stage companies, defined in a multiple of the original investment.
  • Tax-free ReorganizationsTypes of business combinations in which shareholders do not incur tax liabilities. There are four types-A, B, C, and D reorganizations. They differ in various ways in the amount of stock/cash that can be offered. See Internal Revenue Code Section 368.
  • Tender OfferAn offer to purchase stock made directly to the shareholders. One of the more common ways hostile takeovers are implemented.
  • Term SheetA summary of the terms the investor is prepared to accept. A non-binding outline of the principal points which the Stock Purchase Agreement and related agreements will cover in detail.
  • Termination DateThe date defined in the LPA whereby the fund must cease operations and liquidate its investments.
  • Time Value of MoneyThe basic principle that money can earn interest, therefore something that is worth $1 today will be worth more in the future if invested. This is also referred to as future value.
  • Time-weighted (returns)A most misleading term as it actually means the exact opposite of what it suggests. Instead of calculating the actual IRR of a series of cashflows over a given period (i.e., the compound return over time), time-weighted returns calculate the geometric mean, i.e., the average of the annual percentage return in any one year.
  • Total Enterprise Value (TEV)A valuation measurement used to compare companies with varying levels of debt. It is calculated as follows: TEV= Market Capitalization + Interest-Baring Debt + Preferred Stock - Excess Cash
  • Total Invested/Invested CapitalThe Total amount of called capital which has actually been invested in companies. In practice, this will be equal to the amount of called capital less amounts which have been used to pay fees, or which are awaiting investment.
  • Total ReturnA phrase invented by the writer which refers to the return which an LP earns on the whole private equity allocation, as opposed to just that part of it which is at any one time invested in underlying buyout or venture companies.
  • Total ValueA Limited Partner's total market value plus any capital distributions received.
  • Total Value to Paid In (TVPI)The ratio of the current value of remaining investments within a fund, plus the total value of all distributions to date, relative to the total amount of capital paid into the fund to date. As defined in the current GIPS Standards (www.gipsstandards.org/standards/current/Pages/index.aspx), any recallable distributions should be included in the numerator of this ratio. Any reinvested capital (resulting from recallable distributions) should be included in the denominator. Perhaps the best available measure of performance before the end of a fund's life.
  • Trade SaleThe sale of the equity share of a portfolio company to another company.
  • TrancheFunds flowing from investors to a company that represent a partial round or an "early close." Subsequent funds of the single round are generally under the same terms and conditions as the first tranche (or early close), however, those funding the early tranches may receive bonus warrant coverage, in consideration of the additional risk. (a French word meaning a slice or cutting).
  • Treasury StockStock issued by a company but later reacquired. It may be held in the company's treasury indefinitely, reissued to the public, or retired. Treasury stock receives no dividends and does not carry voting power while held by the company.
  • Turnaround FinancingSee: Restructuring/Turnaround Financing and Stages of Development.
  • UBTIUBTI, Unrelated Business Taxable Income, is a concern to tax exempt investors in a hedge fund because the receipt of UBTI requires the tax exempt entity to file a tax return that it would not otherwise have to file and pay taxes on income that would otherwise be exempt, at the corporate rate. UBTI includes most business operations income and does not include interest, dividends and gains from the sale or exchange of capital assets. Hedge Funds trade their own securities and therefore the tax exempt investor's share of such income of the hedge fund is not UBTI and not subject to federal income tax. However, hedge funds may subject tax exempt entities to UBTI under certain Circumstances where the hedge fund is borrowing or purchasing securities on margin. Such transactions may subject the tax exempt to UBTI tax.
  • ULPAUniform Limited Partnership Act.
  • Unfunded CommitmentMoney that has been committed to an investment but not yet transferred to the General Partner.
  • Unrealized InvestmentAn underlying holding that is still active.
  • Upper QuartileThe point at which 25% of all returns in a group are greater and 75% are lower.
  • ValuationMethod of ascribing value to a company. In private equity, methods used include discounted cash flow, comparables and adjusted present value.
  • Valuation PolicyThe method or guidelines used by a private equity fund to determine the value of its portfolio assets.
  • Venture CapitalA specialized form of private equity, characterized chiefly by high-risk investment in new or young companies following a growth path (see: Stages of Development) in technology and other value-added sectors.
  • Venture Capital FinancingAn investment in a startup business that is perceived to have excellent growth prospects but does not have access to capital markets. Type of financing sought by early-stage companies seeking to grow rapidly.
  • Venture Capital Operating Company (VCOC)A term used in the ERISA regulations.
  • Venture CapitalistA financial institution specializing in the provision of equity and other forms of long-term capital to enterprises, usually to firms with a limited track record but with the expectation of substantial growth. The venture capitalist may provide both funding and varying degrees of managerial and technical expertise.
  • Vesting SchedulesTimetables for stock grants and options mandating that entrepreneurs earn (vest) their equity stakes over a number of years, rather than upon conversion of the stock options. This guarantees to investors and the market that the entrepreneurs will stick around, rather than converting and cashing in their shares.
  • Vintage YearThe year of fund formation and/or its first takedown of capital. By placing a fund into an particular vintage year, the Limited Partner can compare the performance of a given fund with all other similar types of funds form in that particular year.
  • Vintage Year ReturnsVintage year returns show (in respect of any one vintage year) the compound return of all constituent funds formed during the vintave year, from the vintage year to the date specified.
  • Voluntary RedemptionThe right of a company to repurchase some or all of an investors' outstanding shares at a stated price at a given time in the future. The purchase price is usually the Issue Price, increased by Cumulative Dividends.
  • Voting RightThe common stockholders' right to vote their stock in the affairs of the company. Preferred stock usually has the right to vote when preferred dividends are in default for a specified amount of time. The right to vote may be delegated by the stockholder to another person.
  • WarrantA type of security that entitles the holder to buy a proportionate amount of common stock or preferred stock at a specified price for a period of years. Warrants are usually issued together with a loan, a bond or preferred stock --and act as sweeteners, to enhance the marketability of the accompanying securities. They are also known as stock- purchase warrants and subscription warrants.
  • Wash-Out RoundA financing round whereby previous investors, the founders, and management suffer significant dilution. Usually as a result of a washout round, the new investor gains majority ownership and control of the company. Also known as burn-out or cram-down rounds.
  • Weighted Average Anti-dilutionThe investor's conversion price is reduced, and thus the number of common shares received on conversion increased, in the case of a down round; it takes into account both: (a) the reduced price and, (b) how many shares (or rights) are issued in the dilutive financing. See Broad-Based Ratchet and Narrow-Based Ratchet definitions.
  • Williams Act of 1968An amendment of the Securities and Exchange Act of 1934 that regulates tender offers and other takeover related actions such as larger share purchases.
  • WorkoutA negotiated agreement between the debtors and its creditors outside the bankruptcy process.
  • Write-offThe act of changing the value of an asset to an expense or a loss. A write-off is used to reduce or eliminate the value an asset and reduce profits. The write-down of a portfolio asset to the value of zero, with the result that the private equity investor or investors go without proceeds upon disposition.
  • Write-up/Write-downAn upward or downward adjustment of the value of an asset for accounting and reporting purposes. These adjustments are estimates and tend to be subjective; although they are usually based on events affecting the investee company or its securities beneficially or detrimentally.
  • Year-to-DateThe calender year that runs January 1st to December 31st.