The condition of being responsible or answerable. Accountability is one of Nordam Business Partners' values.
When one company gains control of another company by purchasing most or all of that company's shares. The term takeover is often used if the acquisition is not amicable.
Financial metric reflecting a company's true profitability or operating cash flow. Adjustments include one-time or non-recurring items such as sale of assets, restructuring charges, or share-based compensation. The adjusted EBITDA is used to arrive at a valuation estimate by applying a multiple. Also referred to as normalised EBITDA.
Assessment of relative performance or profitability of a fund, investment managers, divisions of a company, products, or multiples previously traded in a industry.
A known or unknown tendency to prefer one thing over another that prevents objectivity, and that influences understanding or outcomes in some way (sociologydictionary.org).
Combination of two or more businesses into a single new corporate structure. From an accounting perspective, consolidation refers to the aggregation of financial statements into a consolidated financial statement.
Refers to the side of the transaction associated with the buyer. In addition to the buyer, buy-side representatives include due diligence advisors from various work streams and lawyers. In case of an aquisition, it may also include management from the largest company.
A reduction or removal of GHG emissions in one place to compensate for emissions made elsewhere.
Carbon offsetting scheme
An instrument for an organisation or individual to pay for carbon offsets.
The net amount of cash and cash equivalents being transferred in and out of a company. Cash received represents inflow, while money spent represents outflow. A company’s ability to create value for shareholders is fundamentally determined by its ability to generate positive cash flows or, more specifically, to maximize long-term free cash flow (FCF) (Investopedia).
Copenhagen Business School (CBS) is a university located in Copenhagen, Denmark. It is one of the largest business schools in Europe.
An internal set of rules used to address the conflict of one company representing two or more parties on a deal. This can include advisors assisting both the buy-side and sell-side, or two teams assisting different buyers in a competitive M&A process.
A model for production and consumption aimed at minimising waste. This is achieved by maximising the use and lifetime of resources and limiting waste products by sharing, leasing, repairing, recycling, and repurposing goods, resources, and byproducts.
The stage of a transaction when funds are transferred to the respective parties, and a deal is officially closed. It is often marked with a dinner or party to celebrate a successful deal.
A bidding procedure to attract the largest number of potential buyers, and thereby realise highest possible selling price. Characterised by the seller defining a limited circle of bidders, who will receive a teaser of the target company. If interested, the prospective buyers will sign a NDA to receive a process letter and the IM. Along the process, prospective buyers increase the involvement of due diligence teams and obtain further confidential information, and the circle of bidders is reduced by taking indicative offers into account. In the end, the vendor decides who should be granted exclusive bidding rights, and a fully negotiated purchase contract might be successfully concluded.
The state of keeping knowledge secret or private. It involves a set of rules or a promises usually executed through agreements, NDAs or engagement letters that limit access to or places restriction on certain types of information. Confidentiality is a basic condition for work in the M&A space.
Belonging to the present time, occuring now, or reflecting characteristics of the current period. Nordam Business Partners' is a contemporary firm that is shifting the industry from traditional and outdated norms by reflecting values and behaviours that are representative of current people, cultures, and expectations. These include flexibility, empathy, and a people-focused perspective.
The willingness and moral strength to persevere, face fears, and overcome danger or uncertainty. Similar to bravery. Courage is one of Nordam Business Partners' values.
Past achievements or qualifications taken as an indicator of likely future performance. Frequently used on websites, presentations, and shared on social media to demonstrate competencies and build credibility within specific industries. Equivalent to track record.
Corporate Social Responsibility (CSR) is an umbrella term referring to voluntary business practices that are carried out for social or environmental purposes. It is distinguished from philanthropy by its direct relationship to the firm’s core business and contributions to profitability (HEC Paris).
A new EU legislation requiring all large or listed companies to publish reports on their environmental and social impact activities. The first companies in scope will have to report for the first time in 2025 based on their results for FY2024.
An interest or desire to learn or know something. Similar to inquisitiveness. Curiosity is one of Nordam Business Partners' values.
An overview of financial or ESG data prepared by the seller to accommodate questions and issues relevant to potential buyers. It is often a cheaper alternative to a vendor due diligence. A data pack can consist solely of data or include comments about trends or risks.
Discounted cash flow (DCF) is a valuation method that estimates the value of an investment today using its expected future cash flows (Investopedia).
A finding or red flag, often discovered during a due diligence process, that causes one party to withdraw from a deal because the risk could not be resolved during negotiations.
A binding agreement outlining the rights and obligations of both parties in a transaction. It usually references the type of transaction and financing, and will help guide a smooth transfer of ownership.
Debt and debt-like items
Something that is owed or obligated, utilised in M&A with a broader definition than loans and financing. Items can include income tax liabilities, bonus accruals, deposits, transaction costs, irrecoverable debtor balances, materialized exposures, provisions for environmental issues or similar. Has a direct impact on the purchase price of a company.
Diversity, Equity, and Inclusion (DEI) is a term used to describe policies and programmes that promote the equal inclusion and engagement of all employees, regardless of their background or identity.
The act of selling a portion of a business or asset. Divestments can happen for many reasons including financial, ethical, commercial or political objectives. Also referred to as divesture. A transaction perimeter refers to the exact (legal) unit being sold, whereas a target is more loosely referred to as the seller.
Double materiality assessment
A consideration of materiality from two sides: financial materiality (impact on company value) and environmental and societal materiality (impact on the world). Also called a double materiality analysis.
Due diligence (DD)
A structured investigation of a potential deal partner's performance and activities before a transaction. It allows a buyer to identify and assess risks before bidding or acquiring a target. Due diligences requires specialized knowledge within an area. Common due diligence streams include financial, tax, ESG, technical, legal, IT, commercial, and HR. Depending on target's industry and size, the relevant DDs are selected. The process is often complex and exhausting for both sides.
The ability to to sense, understand and share other people's feelings, thoughts, and experiences. Empathy is one of Nordam Business Partners' values.
The size or amount a buyer or invester expects to invest in exchange for equity. Equity ticket size and type of investor (minority or majority) defines the size of companies or targets an investor is looking for.
Environmental, Social and Governance (ESG) is a broadly used as a synonym for sustainability. In the financial world ESG scores are used to evaluate companies, where as regulators use it as a framework for setting criteria and targets. ESG factors are increasingly included in investor assessments and reporting mandates.
An ESG report is published by a company or organization about their ESG impacts and risks. It often includes a description of company priorities, how ESG is tied to the business and which actions they are taking to improve ESG results further.
The phase of the Exit Cycle in which a company considers the type of exit that makes the most sense for their business an identifies the strategic and operational plans needed to maximise the value of that exit.
The EU taxonomy is a complex classification system to define which parts of the economy may be defined as sustainable investments. It is created as a tool to redirect money towards sustainable projects.
Any change in ownership structure or equity allocation, including selling a minority or majority stake, family succession, management buyout, IPO, or a merger.
The phase of the Exit Cycle in which a company initiates actionable preparations specifically for the transaction, including creating a story, preparing documents and data, and deciding which buyers will be invited to the transaction.
Free cash flow (FCF) is the amount of cash that a company can pay to its equity owners after all obligations are paid. It is the cash flow from operations minus cash flow from investing activities.
The money that lenders and equity holders provide to a business for daily and long-term needs. The business usually uses this money for operating capital.
Greenhouse gases (GHGs) trap heat from the sun and prevent it from escaping to space, contributing to climate change. There are natural GHGs like water vapor, carbon dioxide, and methane, and synthetic GHGs including fluorinated gases.
When a company promotes their service, products, or themself as more environmentally friendly than it truly is through misleading of false communication.
Global Reporting Initiative (GRI) is an independent organization that helps companies take responsibility for their impacts, by providing them with a global common language to communicate those impacts. They provide a widely used standards for sustainability reporting called the GRI Standards (GRI).
When two companies that are in direct competition on the same markets merge.
A general investment strategy that seeks to generate financial returns while also creating a positive social or environmental impact (Investopedia).
Information memorandum (IM)
A written presentation prepared as part of selling a business which contains a detailed description of the target company and is sent to prospective bidders or buyers. It is a representation of how the vendor views their current operations and opportunities within market share, sales and marketing, finance, tech, ESG and other. It often includes a very positive outlook, including whatever the seller would like to highlight as well as content they know, with the expectation that any investors will perform due diligence. It is also refered to as a sales memorandum or management presentation. Guiding preparations of IMs are included in our services.
A single report that combines traditional financial reporting with ESG reporting to communicate how a company creates sustainable value.
Any person or other entity (such as a firm or mutual fund) who commits capital with the expectation of receiving financial returns (Investopedia).
A key performance indicator (KPI) is a quantifiable measure of performance over time for a specific business objective.
Kvinder i Finans
Kvinder i Finans (KiF) is a Danish association that aims to increase the number of women who work in the financial sector, primarily within M&A. KiF also works to retain women in the industry by establishing a wider network of like-minded people, where the women can develop professionally and personally.
Mergers and acquisitions (M&A) is a general term that describes the consolidation of companies or assets through various types of financial transactions, including mergers, acquisitions, consolidations, tender offers, purchase of assets, and management acquisitions (Investopedia).
An industry where the primary business activities are related to the buying and selling of companies or assets through various types of financial transactions.
A majority investment is when an investor acquires more than 50% of the shares in a business.
Management presentation (MP)
A written and live spoken presentation prepared as part of selling a business which contains a detailed description of the target company and is sent to prospective bidders or buyers. It is a representation of how the vendor views their current operations and opportunities within market share, sales and marketing, finance, tech, ESG and other. It is often includes a very positive outlook, including whatever the seller would like to highlight as well as content they know, with the expectation that any investors will perform due diligence. The MP includes a live physical presentation, though in its written form it is also refered to as a sales memorandum or information memorandum. The oral presentation provides an opportunity to ask potential buyers about their M&A processes and vision for the company. Preparation of written and presented MPs are included in our services.
A directive given to the professional chosen to guide an owner through the sales process. Also referred to as a sell-side mandate.
An materiality assessment is a formal exercise in which a company determines how relevant and important specific ESG issues are to them and their stakeholders. Also called a materiality analysis.
The phase of the Exit Cycle in which a company identifies the target buyers' priorities, establishes corresponding performance goals, and develops a method to reach those goals.
An agreement that unites two existing companies into one new company. There are several types of mergers and also several reasons why companies complete mergers (Investopedia).
A minority investment is when an investor acquires less than 50% of the shares in a business and is not the controlling shareholder.
Describes what a company plans to achieve through their work. Nordam Business Partners' mission is to bring integrity back to client services through customised exit preparation and thiriving employees.
A method to screen investments in which companies or industries are excluded, usually due to ethical or moral reasons. Negative screening was one of the earliest and most frequently used screening methods for socially responsible investors.
Net working capital (NWC)
A measure of short-term health based on liquidity and operational efficiency. Generally defined as current assets minus current liabilities, although its calculation is more complicated when looking at specifics. An important analysis in financial DDs in addition to quality of earnings analysis and net debt analyses, as they all have a direct impact to the buyer or seller as part of a transaction.
Net zero refers to a state in which the greenhouse gases going into the atmosphere are balanced by their removal out of the atmosphere. To ‘go net zero’ is to reduce greenhouse gas emissions and/or to ensure that any ongoing emissions are balanced by removals (Netzeroclimate.org).
Games that are based on behavioural and cognitive neuroscience to assess candidates' cognitive abilities and behavioural traits.
The Non-Financial Reporting Directive (NFRD) requires disclosure of non-financial and diversity information by listed EU companies with 500+ employees. It requires companies to report the impacts of their activities on environmental matters, social and employee aspects, human rights, anti-corruption and bribery and diversity on boards.
An international treaty signed by 196 countries with the aim of protecting the climate. It includes goals and measures to address the effects of climate change. The goals include to reduce emissions, adapt to the impacts of climate change, and help developing countries protect their climate.
The practice in which a company attempts to benefit or improve their image from purported support for LGBTQ+ rights. The term is also to a lesser extent used to describe the same practice with breast cancer as the subject.
Positive screening is the process of finding companies to invest in by looking at companies that are best-in-class on preferred metrics, including ESG metrics.
The phase of the Exit Cycle in which a company has completed its transaction and is now working to integrate changes, align practices, and plan for its next steps.
Post-merger integration (PMI)
Refers to the process of bringing two or more companies together after a transaction. Its goal is to maximise synergies to ensure that the deal reaches its predicted value. Alternative names include post-acquisition integration.
Private equity (PE)
Refers to the funding of companies outside stock markets. The equity is not publicly traded. Most often this term is used in relation to investments done by institutional investors, funds or similar.
Describes the company's reason for existence and who it is. Nordam Business Partners' purpose is to empower our clients and employees to succeed in reaching their goals.
A specific amount of time where a buyer and potential advisors can ask questions to target's management. Often scheduled in the middle of a due diligence process, when potential investors have had the chance to request, receive, and analyse data from target.
Quality of earnings (QoE)
A useful criterion for making judgements about the certainty of current income by analysing if earnings are cash, recurring, and based on estimates subject to change. An important analysis in financial DDs in addition to NWC and net debt analyses, as they all have a direct impact to the buyer or seller as part of a transaction.
A finding, often a result of due diligence processes, that might cause one party to withdraw from a deal if unresolved during negotiations. Instant action should be taken to assess or quantify consequences of the finding.
A letter provided by advisors in favour of a lender, potential purchaser of an asset, or another third party to rely on the content of a report.
An ongoing contract that falls between a one-off and set term long-term contract. We typically engage in retainer agreements when we make a promise to clients to be available to future work, which implies compensation for having to reject other projects. We also have retainer agreements reflecting ad hoc ESG or exit sparring on an ongoing basis.
Return on equity (ROE)
A ratio that expresses how efficiently a company generates profit from its equity financing. The ratio can be defined as: Net income/book value of company.
Return on investment (ROI)
A ratio that expresses the return on invested capital. The ROI is a common profitability measure and can be used to compare returns from alternative investments with a similar risk profile.
A process that starts with the owners' first thoughts and initiatives to sell their company and culminates in a completed transaction. The Exit Cycle is a framework to support owners in considering the sales process when establishing and operating the business.
Science Based Targets
Climate-science based goals that provide companies with a clearly-defined path to reduce emissions in line with the Paris Agreement goals, usually as part of the Science Based Targets initiative (SBTi) (sciencebasedtargets.org).
Scope 1 emissions are direct GHG emissions that occur from sources that are controlled or owned by an organization e.g., emissions associated with fuel combustion in boilers, furnaces, vehicles (EPA).
Scope 2 emissions are indirect GHG emissions associated with the purchase of electricity, steam, heat, or cooling (EPA).
Scope 3 emissions are the result of activities from assets not owned or controlled by the reporting organization, but that the organization indirectly impacts in its value chain. Scope 3 emissions include all sources not within an organization’s scope 1 and 2 boundary (EPA).
The Sustainable Development Goals (SDGs) are a collection of 17 interlinked global goals for people and the planet. The SDGs were set up the United Nations General Assembly and are intended to be achieved by 2030.
The first equity financing round for companies where early-stage companies acquire funding for their business in exchange for equity. Companies obtaining seed funding generally have a strong idea and initial but unproven business plan. Common investors include angel investors, incubators, friends and family, and venture capital firms.
Refers to the side of the transaction associated with the seller. In addition to the seller, sell-side representatives investment banks, corporate finance firms, due diligence teams, lawyers and anyone else being paid to service the seller during a transaction. For an IPO, sell-side can also include brokers who are registered on the stock exchange.
The first funding stage after the seed stage. It requires the company to developed a business model that will generate long-term profit. A single investor can serve as an anchor, making it easier to attract more professional investors, which is often venture capital firms. Popular due to high tech industry valuations and unicorns.
A funding round focused on taking companies, who already developed a substantial user base or have recurring revenue, to the next level. The business can be looking for investments to business development, tech, advertising or other specific steps needed to build a winning product or acquire talent. Investors are often venture capital funds.
A funding round where companies have already proven themselves, and founders have most likely exited part of their ownership previously. They are looking for finance to develop new product or services, enter new markets or engage in M&A activities with the aim of growing quickly and successfully. Common types of investors include hedge funds, investment banks or PE funds.
A person, company, or institution that owns at least one share of a company's stock or a mutual fund. Shareholders essentially own the company, which comes with certain rights and responsibilities (Investopedia).
A reference to signing a purchase agreement, by which parties agree to terms, conditions, and the transfer of ownership of the object of purchase. The actual transfer of ownership taking place is referred to as closing.
A stakeholder is a party that has an interest in a company and can either affect or be affected by the business. The primary stakeholders in a typical corporation are its investors, employees, customers, and suppliers (Investopedia).
Structured questions are standardised questions (direct and closed) with a fixed response scheme.
In the broadest sense, sustainability refers to the ability to maintain or support a process continuously over time. In business and policy contexts, sustainability seeks to prevent the depletion of natural or physical resources, so that they will remain available for the long term (Investopedia).
Target (a goal)
A target is a goal one wishes to achieve. Corporate targets are usually quantifiable, e.g. the percent of women on a board of directors or a numeric revenue target.
The company that a potential buyer is looking to acquire or merge with. Often referred to as "Target".
A short presentation of the target company sent to a limited circle of potential bidders in a competitive process. The teaser contains general information in a anonymous form about the target company and is used by potential bidders to determine their interest in obtaining additional confidential information about the target and proceeding toward a potential transaction.
The Exit Cycle
Our proprietary framework for approaching transactions that provides an overview of the exit process that applies to most companies. It will empower you to understand and navigate your transaction process. For more information, please download our white paper on the Exit Cycle.
Past achievements or failures taken as an indicator of likely future performance. Referred to as credentials in the M&A industry, and frequently used on websites, presentations and share on social media to demonstrate competences and build credibility within specific industries.
A phase of the Exit Cycle during which the ownership of equity is transferred, usually in exchange for money. It can refer to any type of equity transfer including funding, mergers, or acquisitions of any size.
Triple bottom line
An accounting framework that includes social, environmental and financial results as bottom lines. These bottom lines are commonly referred to as people, profit, and the planet.
A recruitment methodology focused on identifying and selecting future employees based on skills and competencies without taking bias inducing elements such as background or appearance into consideration.
The UN Global Compact (UNGC) is a voluntary initiative based on CEO commitments to implement universal sustainability principles and the steps to support UN goals (UN Global Compact).
Words or statements that describe what is most important to a company and guide its culture and strategy. Nordam Business Partners' values are empathy, curiosity, courage, and accountability.
The seller of an asset. Also known as the seller or sell-side.
Vendor due diligence (VDD)
An investigation and process of preparing a report ordered by a vendor to give prospective investors an overview of their business. A vendor report can provide big cost-savings to a buyer who is urgently seeking to pull together a bid with committed financing, or provide cost-savings to a vendor seeking to provide stable financing and minimise the number of requests in a competitive process.
Venture capital (VC)
A form of private equity financing that investors provide to start-ups and small businesses that are assumed to have long term growth potential. VC investment comes with high risks and potentially high rewards.
A vertical merger is a merger between two or more entities that operate in the same industry, but at different levels of the production process or the supply chain. It is usually done to achieve synergies from operating as one.
Virtual data room (VDR)
A secure online repository for document storage, distribution and handling of company data requests across due diligences streams. A well-structured VDR with high-quality data is key in securing efficient due diligence processes and deals. Intralink and Datasite are examples of providers.
Describes the company's broad, longterm aspirations for the future. Nordam Busines Partners' vision is to make exit preparation an inherent part of running a business.
A list of potential targets being monitored by players in the M&A industry that are waiting for a promising business with growth large enough to match their segment or equity ticket.
An informational report or guide that concisely presents a complex issue and informs the reader about the writer's perspective on that issue. White papers are intended to help readers understand an issue. Nordam Business Partners publishes white papers on content related to the Exit Cycle and ESG.
Acronym for "you only live once".