Resources: Glossary

Don’t be confused or intimidated by any terms or abbreviations in the M&A world. You’ll find answers here.

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Bad Faith Absentee Owner W-2 Wage S Corporation Closing

APA = Asset purchase agreement

CA = Confidentiality agreement

CIM = Confidential information memorandum

COGS = Cost of goods sold

DBA = Doing business as

DCF = Discounted cash flow

DPA = Definitive purchase agreement

EBITDA = Earnings before interest, taxes, depreciation, and amortization

ESOP = Employee stock ownership plan

FMV = Fair market value

GAAP = Generally accepted accounting principles

IP = Intellectual property

IRR = Internal rate of return

LOI = Letter of intent

MAC = Material adverse change

MBI = Management Buy-In

MBO = Management Buyout

NDA = Non-disclosure agreement

PE = Private equity

PEG = Private equity group

ROI = Return on investment

SDE = Seller’s discretionary earnings

SPA = Stock purchase agreement

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Go-Shop

Definition

A clause included in a letter of intent that permits the seller to continue marketing their company for sale and negotiating with prospective buyers.

Tips

A no-shop clause precludes a seller from continuing to solicit offers, while a go-shop clause permits a seller to continue doing so. There are various permutations of no-shops and go-shops. They come in multiple forms with a variety of restrictions and permissions.

Related Resources

M&A Basics | The Letter of Intent

Go-Shop

Definition

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Tips

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