Glossário

  1. CAC-40 (Compagnie des Agents de Change 40 Index)

    An index based on 40 of the largest and most liquid stocks traded on the Paris Stock Exchange.

    See index.

  2. Call option (or call)

    The right to purchase a specified number of securities at a fixed price at or during a specified time.

    Compare put option.

  3. Capital Asset Pricing Model (CAPM)

    Capital Asset Pricing Model determines the cost of equity of a quoted company. This cost depends on the risk free interest rate, the return of a market index and the security’s volatility, compared to the overall market.

    See Beta.

  4. Capital gains

    If an asset is sold at a higher price than that at which it was bought, there is a capital gain

  5. Capital markets

    A market place in which long-term capital is raised by industry and commerce, the government and local authorities. Stock exchanges are part of capital markets.

  6. Capital under management

    This is the total amount of funds available to fund managers for future investments plus the amount of funds already invested (at cost) and not yet divested.

  7. Capital weighted average IRR

    The average IRR weighted by fund size.

  8. Captive fund

    A fund in which the main shareholder of the management company contributes most of the capital, ie where parent organisation allocates money to a captive fund from its own internal sources and reinvests realised capital gains into the fund.

    Compare semi-captive fund, Independent fund.

  9. Carried interest

    A bonus entitlement accruing to an investment fund’s management company or individual members of the fund management team. Carried interest (typically up to 20% of the profits of the fund) becomes payable once the investors have achieved repayment of their original investment in the fund plus a defined hurdle rate.

  10. Cash alternative

    If the offer or offers shareholders of the target company thechoice between offer or securities and cash, the cashelement is known as the cash alternative.

  11. Cash flow

    Net earnings after tax plus depreciation, plus non-cash items

  12. Cash Flows to Equity Valuation

    A variant of the DCF model, where future cash flows to the equity owners of the company are discounted at the cost of the equity, thus directly calculating the equity value.

  13. Cheap stock

    Stock (or rights to acquire stock) issued to employees, consultants, promoters, etc, of the issue company at a price lower than the public offering price, particularly if issued within one year prior to the public offering.

  14. Chinese walls

    Deliberate information barriers within a large company to prevent conflict of interest between different departments.

  15. Class action suit

    A lawsuit brought by one person on behalf of a larger group of individuals who all have the same grievance.

  16. Class of securities

    Classes of securities are securities that share the same terms and benefits. Classes of capital stock are generally alphabetically designated (eg, Class C Common Stock, Class A Preferred Stock, etc)

  17. Classified stock

    The separation of a company’s capital stock into multiple classes (eg Class A, Class B, etc).

  18. Clawback option

    A clawback option requires the general partners in an investment fund to return capital to the limited partners to the extent that the general partner has received more than its agreed profit split. A general partner clawback option ensures that, if an investment fund exits from strong performers early in its life and weaker performers are left at the end, the limited partners get back their capital contributions, expenses and any preferred return promised in the partnership agreement.

  19. Cliff Vesting

    A feature of some stock option plans and pension plans. Whenused in stock options, all stock options granted by the employer are vested(become the property of the employee) after a certain specified date, ratherthan accruing gradually. When used in pension plans, all matching contributionsprovided by the employer become the property of the employee after a certainspecified date, rather than accruing gradually.

    See Stock option.

  20. Closed-end fund

    Fund with a fixed number of shares. These are offered during an initial subscription period. Unlike open-end mutual funds, closed-end funds do not stand ready to issue and redeem shares on a continuous basis.

  21. Closing

    A closing is reached when a certain amount of money has been committed to a private equity fund. Several intermediary closings can occur before the final closing of a fund is reached.

  22. Club deal

    A deal where several buyout houses pool their resources together when buying a company of significant size, which would be otherwise inaccessible for them alone, either due to the purchase price or fund investment restrictions.

  23. Co-lead investor

    Investor who has contributed a similar share with the lead investor in a private equity joint venture or syndicated deal.

  24. Collateral

    Assets pledged to a lender until a loan is repaid. If the borrower does not pay back the money owed, the lender has the legal right to seize the collateral and sell it to pay off the loan.

  25. Comfort factor

    An indication of the extent to which a investor can seek to reduce his risk by checking up on aspects of the business such as the state of relationships with its customers or whether its products are highly rated by reputable authorities. Comfort factors can often by provided by due diligence.

  26. Commercial paper

    An unsecured obligation issued by a corporation or bank to finance its short-term credit needs (eg accounts receivable or inventory). Maturities typically range from 2 to 270 days.

  27. Commission Bancaire et Financière/Commissie voor het Bank en Financiewezen (CBF)

    The Belgian Commission of Banking and Finance is the competent authority regulating the securities industry in Belgium.

    See Competent Authority.

  28. Commission des Opérations de Bourse (COB)

    The competent authority regulating the securities industry in France.

    See Competent Authority.

  29. Commitment

    A limited partner’s obligation to provide a certain amount of capital to a private equity fund when the general partner asks for capital.

    See Drawdown.

  30. Common shares/stock

    See Ordinary shares.

  31. Common stock equivalents

    Debt and/or quasi-equity type securities capable of subscription, exchange or conversion into the company’s common stock (ordinary shares). In calculating dilution, earnings per share, etc, the number of ordinary shares is often adjusted to reflect conversion of common stock equivalents.

  32. Common stock ratio

    A company’s common stock (ordinary shares) divided by its total capitalisation, expressed as a percentage.

  33. Company buy-back

    A redemption of private or restricted holdings by the portfolio company itself.

  34. Competent Authority

    A term used within Directives produced by the European Commission to describe a body identified by a member state of the European Union as being responsible for specified functions related to the securities market within that member state. Areas of competence include: the recognition of firms permitted to offer investment services; the approval of prospectuses for public offerings; the recognition and surveillance of stock markets. A member state may nominate different Competent Authorities for different areas of responsibility.

    See Investment Services Directive, Prospectus Directive.

  35. Competing offer

    Another contemporaneous offer for the target company by a third party.

  36. Completion

    The moment when legal documents are signed. Normally, also the moment at which funds are advanced by investors.

  1. Compliance

    The process of ensuring that any other person or entity operating within the financial services industry complies at all times with the regulations currently in force. Many of these regulations are designed to protect the public from misleading claims about returns they could receive from investments, while others outlaw insider trading. Especially in the UK, regulation of the financial services industry has developed beyond recognition in recent years.

  2. Concert parties

    Any persons or parties acting in concert (see definition of acting in concert).

  3. Conditions precedent

    Certain conditions that a venture capitalist may insist are satisfied before a deal is completed.

    See also comfort factor.

  4. Confidentiality and proprietary rights agreement (or non-disclosure agreement)

    An agreement in which an employee, customer or vendor agrees not to disclose confidential information to any third party or to use it in any context other than that of company business. If the agreement is between a company and an employee, the employee typically grants to the company the rights to all inventions he develops while employed by the company and represents that he is not bound by any restrictive obligations to a former employer.

  5. Conflict of interest

    In a public to private transaction, a conflict of interestinvariably arises if the directors of the target company are(or will be) directors of the offeror, in which case theirsupport for the offer gives rise to a potential conflict withthe interests of the shareholders of the target company.

  6. Connected persons

    Companies related by ownership or control of each other or common ownership or control by a third person or company, and individuals connected by family relationships or, in some instances, by existing business relationships (such as individuals who are partners).

  7. Contributed capital

    Contributed capital represents the portion of capital that was initially raised (committed by investors) which has been drawn down in a private equity fund.

  8. Conversion

    The act of exchanging one form of security or common stock equivalent for another equivalent security of the same company (eg preferred stock for common stock, debt securities for equity).See common stock equivalent, preferred common stock, debt securities.

  9. Conversion ratio

    The number of underlying securities that can be acquired on exchange of a convertible security.

  10. Convertible debt

    A debt obligation of a company which is convertible into stock under certain circumstances.

  11. Convertible preferred stock

    Preferred stock convertible into common stock (ordinary shares).

  12. Convertible security

    A financial security (usually preferred stock or bonds) that is exchangeable for another type of security (usually ordinary shares) at a fixed price. The convertible feature is designed to enhance marketability of preferred stock as an additional incentive to investors.

  13. Convertible/equity related loan

    Loan convertible into equity as per pre-agreed terms.

  14. Corporate Governance - EVCA Corporate Governance Guidelines

    Guidelines set out by EVCA concerning good practice in the management and governance of privately held companies in the private equity and venture capital industry. Their aim is to define principles of good governance for private equity and venture capital investing and regarding the conduct as shareholders, board members and management.

  15. Corporate venturing

    There is no single definition of corporate venturing that seems to satisfy all parties, so we distinguish indirect corporate venturing – in which a corporate invests directly in a fund managed by an independent venture capitalist – from a direct corporate venturing program, in which a corporate invests directly by buying a minority stake in a smaller, unquoted company.

  16. Covenant lite loan

    A loan with lighter or no covenants, providing the borrower more operational flexibility while limiting the lenders protection against strong changes in his/her financial performance.

  17. Covenants

    An agreement by a company to perform or to abstain from certain activities during a certain time period. Covenants usually remain in force for the full duration of the time a private equity investor holds a stated amount of securities and may terminate on the occurrence of a certain event such as a public offering. Affirmative covenants define acts which a company must perform and may include payment of taxes, insurance, maintenance of corporate existence, etc. Negative covenants define acts which the company must not perform and can include the prohibition of mergers, sale or purchase of assets, issuing of securities, etc.

  18. Credit spread

    The difference in yield between two securities that are identical (in maturity and duration) except for their credit quality. Often the credit spread is used to compare corporate bonds with government bonds.

  19. Cumulative dividend

    A dividend which accumulates if not paid in the period when due and must be paid in full before other dividends are paid on the company’s ordinary shares.

    See Arrearage.

  20. Cumulative preferred stock

    A form of preference shares which provide that, if one or more dividends is omitted, those dividends accumulate and must be paid in full before other dividends may be paid on the company’s ordinary shares.

    See Arrearage.

  1. CAC-40 (Compagnie des Agents de Change 40 Index)

    An index based on 40 of the largest and most liquid stocks traded on the Paris Stock Exchange.

    See index.

  2. Call option (or call)

    The right to purchase a specified number of securities at a fixed price at or during a specified time.

    Compare put option.

  3. Capital Asset Pricing Model (CAPM)

    Capital Asset Pricing Model determines the cost of equity of a quoted company. This cost depends on the risk free interest rate, the return of a market index and the security’s volatility, compared to the overall market.

    See Beta.

  4. Capital gains

    If an asset is sold at a higher price than that at which it was bought, there is a capital gain

  5. Capital markets

    A market place in which long-term capital is raised by industry and commerce, the government and local authorities. Stock exchanges are part of capital markets.

  6. Capital under management

    This is the total amount of funds available to fund managers for future investments plus the amount of funds already invested (at cost) and not yet divested.

  7. Capital weighted average IRR

    The average IRR weighted by fund size.

  8. Captive fund

    A fund in which the main shareholder of the management company contributes most of the capital, ie where parent organisation allocates money to a captive fund from its own internal sources and reinvests realised capital gains into the fund.

    Compare semi-captive fund, Independent fund.

  9. Carried interest

    A bonus entitlement accruing to an investment fund’s management company or individual members of the fund management team. Carried interest (typically up to 20% of the profits of the fund) becomes payable once the investors have achieved repayment of their original investment in the fund plus a defined hurdle rate.

  10. Cash alternative

    If the offer or offers shareholders of the target company thechoice between offer or securities and cash, the cashelement is known as the cash alternative.

  11. Cash flow

    Net earnings after tax plus depreciation, plus non-cash items

  12. Cash Flows to Equity Valuation

    A variant of the DCF model, where future cash flows to the equity owners of the company are discounted at the cost of the equity, thus directly calculating the equity value.

  13. Cheap stock

    Stock (or rights to acquire stock) issued to employees, consultants, promoters, etc, of the issue company at a price lower than the public offering price, particularly if issued within one year prior to the public offering.

  14. Chinese walls

    Deliberate information barriers within a large company to prevent conflict of interest between different departments.

  15. Class action suit

    A lawsuit brought by one person on behalf of a larger group of individuals who all have the same grievance.

  16. Class of securities

    Classes of securities are securities that share the same terms and benefits. Classes of capital stock are generally alphabetically designated (eg, Class C Common Stock, Class A Preferred Stock, etc)

  17. Classified stock

    The separation of a company’s capital stock into multiple classes (eg Class A, Class B, etc).

  18. Clawback option

    A clawback option requires the general partners in an investment fund to return capital to the limited partners to the extent that the general partner has received more than its agreed profit split. A general partner clawback option ensures that, if an investment fund exits from strong performers early in its life and weaker performers are left at the end, the limited partners get back their capital contributions, expenses and any preferred return promised in the partnership agreement.

  19. Cliff Vesting

    A feature of some stock option plans and pension plans. Whenused in stock options, all stock options granted by the employer are vested(become the property of the employee) after a certain specified date, ratherthan accruing gradually. When used in pension plans, all matching contributionsprovided by the employer become the property of the employee after a certainspecified date, rather than accruing gradually.

    See Stock option.

  20. Closed-end fund

    Fund with a fixed number of shares. These are offered during an initial subscription period. Unlike open-end mutual funds, closed-end funds do not stand ready to issue and redeem shares on a continuous basis.

  21. Closing

    A closing is reached when a certain amount of money has been committed to a private equity fund. Several intermediary closings can occur before the final closing of a fund is reached.

  22. Club deal

    A deal where several buyout houses pool their resources together when buying a company of significant size, which would be otherwise inaccessible for them alone, either due to the purchase price or fund investment restrictions.

  23. Co-lead investor

    Investor who has contributed a similar share with the lead investor in a private equity joint venture or syndicated deal.

  24. Collateral

    Assets pledged to a lender until a loan is repaid. If the borrower does not pay back the money owed, the lender has the legal right to seize the collateral and sell it to pay off the loan.

  25. Comfort factor

    An indication of the extent to which a investor can seek to reduce his risk by checking up on aspects of the business such as the state of relationships with its customers or whether its products are highly rated by reputable authorities. Comfort factors can often by provided by due diligence.

  26. Commercial paper

    An unsecured obligation issued by a corporation or bank to finance its short-term credit needs (eg accounts receivable or inventory). Maturities typically range from 2 to 270 days.

  27. Commission Bancaire et Financière/Commissie voor het Bank en Financiewezen (CBF)

    The Belgian Commission of Banking and Finance is the competent authority regulating the securities industry in Belgium.

    See Competent Authority.

  28. Commission des Opérations de Bourse (COB)

    The competent authority regulating the securities industry in France.

    See Competent Authority.

  29. Commitment

    A limited partner’s obligation to provide a certain amount of capital to a private equity fund when the general partner asks for capital.

    See Drawdown.

  30. Common shares/stock

    See Ordinary shares.

  31. Common stock equivalents

    Debt and/or quasi-equity type securities capable of subscription, exchange or conversion into the company’s common stock (ordinary shares). In calculating dilution, earnings per share, etc, the number of ordinary shares is often adjusted to reflect conversion of common stock equivalents.

  32. Common stock ratio

    A company’s common stock (ordinary shares) divided by its total capitalisation, expressed as a percentage.

  33. Company buy-back

    A redemption of private or restricted holdings by the portfolio company itself.

  34. Competent Authority

    A term used within Directives produced by the European Commission to describe a body identified by a member state of the European Union as being responsible for specified functions related to the securities market within that member state. Areas of competence include: the recognition of firms permitted to offer investment services; the approval of prospectuses for public offerings; the recognition and surveillance of stock markets. A member state may nominate different Competent Authorities for different areas of responsibility.

    See Investment Services Directive, Prospectus Directive.

  35. Competing offer

    Another contemporaneous offer for the target company by a third party.

  36. Completion

    The moment when legal documents are signed. Normally, also the moment at which funds are advanced by investors.

Área Reservada