Acquisition
The purchase of a business, business unit or asset by another party.
Need the broader terminology?
Use the U3CN Master Glossary or return to the Owner & Seller section.
U3 CAPITAL NETWORK GLOSSARY
Owner & Seller Glossary
Plain-language terminology for Owners and sellers. Definitions are designed to support clearer private-market conversations. Technical, legal, tax, engineering and transaction meanings can vary by agreement, reporting standard and jurisdiction.
Adjusted EBITDA
EBITDA adjusted for identified items intended to better represent normalized operating performance; the appropriateness of adjustments depends on the facts and transaction.
Appraisal
A formal opinion of value prepared under an applicable professional standard. U3CN illustrative market tools are not appraisals.
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.
Asset Sale
A transaction in which selected business assets and agreed liabilities are transferred rather than ownership interests in the company itself.
Benchmark
A reference point used for comparison, such as a market metric, transaction observation, operating statistic or pricing indicator.
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.
Confidentiality
The controlled handling of non-public information about a business, owner or potential transaction.
Data Room
A controlled repository used to organize and share confidential diligence materials with authorized parties.
Due Diligence
The review of a company, asset, counterparty and transaction before a final commitment.
Earnout
A portion of transaction consideration that may be paid later if agreed future conditions or performance targets are met.
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.
Escrow
Money or other consideration held by a third party subject to agreed release conditions.
Exclusivity
A negotiated period during which a party agrees to limit discussions or transactions with other potential counterparties.
Fairness Opinion
A professional opinion addressing the financial fairness of transaction consideration from a specified perspective. An illustrative U3CN range is not a fairness opinion.
Financial Buyer
An investor or investment group acquiring a business primarily as an investment.
Founder Liquidity
Cash proceeds received by a founder or shareholder from selling part or all of an ownership interest.
Holdback
A portion of transaction consideration retained for a period to address specified obligations, adjustments or claims.
Illustrative Market Range
A non-binding range generated from stated information, benchmarks and assumptions for preliminary discussion; it is not an offer, appraisal or formal valuation.
Indication of Interest (IOI)
A preliminary expression of acquisition interest that may include a valuation range and proposed structure.
Letter of Intent (LOI)
A document outlining principal proposed transaction terms before definitive agreements.
Market Value Explorer
A U3CN engagement tool that uses supplied information and stated assumptions to generate an illustrative scenario or market range for preliminary discussion.
Normalized Earnings
Earnings adjusted for identified non-recurring, owner-specific or unusual items to support analysis of ongoing operating performance.
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.
Recapitalization
A change to a company's ownership or capital structure that can provide new capital or shareholder liquidity without necessarily requiring a full sale.
Rollover Equity
Ownership value retained or reinvested by a seller or management team into the post-transaction company.
Seller Note
Financing provided by the seller to the buyer for a portion of the purchase price.
Sensitivity Analysis
A comparison showing how an output changes when one or more assumptions are changed.
Strategic Alternatives
Potential paths considered by a company or its shareholders, which can include raising capital, recapitalizing, partnering, acquiring, selling part of the company or pursuing a full exit.
Strategic Buyer
An operating company considering an acquisition for strategic value such as technology, customers, talent, market position or products.
Succession
The process of transitioning ownership, leadership or both from an existing owner to a successor.
Trailing Twelve Months (TTM)
The most recent twelve-month period used to summarize revenue, earnings, payments or another operating measure.
Valuation
The process of estimating value using specified information, methods and assumptions. A U3CN illustrative market range is not a formal valuation.
Valuation Methodology
The analytical approach and assumptions used to develop an indication or estimate of value.
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.