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Glossary of terms and definitions

Buyer’s Universe

A preliminary list of tier 1, 2 and 3 buyers that may have interest in acquiring a specific company through a business transaction. Usually explores potential Direct Trade, General Trade and Private Equity buyers.

CP – Condition Precedent

An event or contractual stipulation that must occur before a contract can be formally completed.

Confidentiality Agreement

Usually signed at the commencement of business discussions between 2 parties, a Confidentiality Agreement is a legally binding document used to protect proprietary information.

Due Diligence

Detailed analysis of all business information pertinent to a business transaction. Buyers may engage a number of third party experts, including lawyers, accountants, and industry professionals,  to assist with this process.

Engagement Letter

Agreement outlining the terms of engagement between 2 parties, including applicable fees for services.

Flyer (also known as a Teaser)

Short 1 or 2 page document circulated to potential buyers during a business sale. Used to pique interest and encourage buyer engagement.

Information Memorandum

Detailed document containing Business Overview, Operational Insights, Growth Opportunities, and Financials of a business. Available to selected prospective buyers upon signing of a Confidentiality Agreement.

NBIO (Non-Binding Indicative Offer)

Written offer for the business which is based on the information detailed in the Information Memorandum and / or from any preliminary Due Diligence conducted. Usually includes a list of assumptions made in determining the offer.

Normalisations

Adjustments made to a set of accounts (usually the P&L statement) in order to identify the ongoing maintainable earnings of a business.

Request For Information

A detailed list of questions requesting information useful in a business transaction and conducting due diligence.

Settlement Schedule

Agreed payment Terms at completion including payment timings and activities that need to occur before completion.

Term Sheet

Document detailing the binding terms and conditions of a business transaction. Can be the same as a NBIO.

Valuation

Detailed analysis of a business, with the intention of understanding the value of the business if it were to be offered for sale. Many factors can influence a valuation. Contact the team at Nash Advisory if you need help understanding the value of your business. Read our article Valuation Multiples By Industry to understand more about valuing a business.

Working Capital

Current assets minus current liabilities which provides a guide on cash flow and the level of short term capital required to run the business. Our team of analysts can help you untangle your financials and better understand your business.