U3 CAPITAL NETWORK GLOSSARY

Buyer & Acquisition Glossary

Plain-language terminology for Buyers and acquirers. Definitions are designed to support clearer private-market conversations. Technical, legal, tax, engineering and transaction meanings can vary by agreement, reporting standard and jurisdiction.

Acquisition

The purchase of a business, business unit or asset by another party.

Add-On Acquisition

A business acquired to complement or expand an existing operating company or investment platform.

Adjusted EBITDA

EBITDA adjusted for identified items intended to better represent normalized operating performance; the appropriateness of adjustments depends on the facts and transaction.

Asset Purchase

A transaction in which a buyer acquires specified assets and may assume specified liabilities rather than purchasing the ownership interests of an entity.

Buy Box

The criteria an acquirer uses to describe businesses or assets it is actively interested in acquiring, such as industry, geography, size and transaction type.

Comparable Company

A company selected for comparison because relevant business, financial, market or operating characteristics may be similar; comparability is a matter of judgment.

Comparable Transaction

A prior transaction used as market context because relevant characteristics may be similar to the opportunity being considered.

Control Investment

An investment that gives the investor controlling ownership or decision-making rights.

Data Room

A controlled repository used to organize and share confidential diligence materials with authorized parties.

Deal Sourcing

The process of identifying potential acquisition or investment opportunities.

Due Diligence

The review of a company, asset, counterparty and transaction before a final commitment.

Enterprise Value

A commonly used measure of the value of an operating business before considering financing and certain balance-sheet items.

Equity Purchase

A transaction in which a buyer acquires shares, membership interests or other ownership interests in an entity.

Exclusivity

A negotiated period during which a party agrees to limit discussions or transactions with other potential counterparties.

Founder-Owned

A business in which a founder or founding family retains meaningful ownership.

Holdback

A portion of transaction consideration retained for a period to address specified obligations, adjustments or claims.

Independent Sponsor

An acquisition sponsor that typically identifies and structures a transaction before assembling committed equity capital for that specific opportunity.

Indication of Interest (IOI)

A preliminary expression of acquisition interest that may include a valuation range and proposed structure.

Investment Thesis

The reasoning and criteria supporting why an investor believes a particular type of opportunity may be attractive.

Letter of Intent (LOI)

A document outlining principal proposed transaction terms before definitive agreements.

Normalized Earnings

Earnings adjusted for identified non-recurring, owner-specific or unusual items to support analysis of ongoing operating performance.

Platform Company

A core operating company used as a base for organic growth and, often, additional acquisitions.

Private Equity

Investment capital used to acquire or invest in privately held businesses, often with active ownership involvement.

Proof of Funds

Evidence intended to demonstrate that a prospective buyer, investor or capital provider has access to funds relevant to a proposed transaction.

Proprietary Opportunity

An opportunity sourced through direct relationships or private outreach rather than a broadly marketed sale process.

Purchase Price

The stated consideration to be paid in a transaction, subject to the agreed structure, adjustments and terms.

Quality of Earnings (QoE)

Financial due diligence focused on the composition, sustainability and normalization of earnings and related financial information.

Rollover Equity

Ownership value retained or reinvested by a seller or management team into the post-transaction company.

Search Fund

An investment structure formed to identify, acquire and operate a business, often centered on an entrepreneur or small acquisition team.

Strategic Acquisition

An acquisition pursued to add capabilities, customers, products, geography, talent or other strategic value.

Strategic Buyer

An operating company considering an acquisition for strategic value such as technology, customers, talent, market position or products.

Transaction Structure

The combination of consideration and terms used to complete a transaction, potentially including cash, debt, retained equity, seller financing or contingent payments.

Valuation Multiple

A ratio used to relate an observed or assumed value to a financial or operating metric such as revenue or EBITDA.

Working Capital Adjustment

A purchase-price adjustment mechanism that compares delivered working capital with an agreed target or methodology at closing.

Need the broader terminology?

Use the U3CN Master Glossary or return to the Buyer & Acquisition section.