Every term VectorShift uses across diligence, monitoring, and reporting — cross-linked to the research that puts each one to work.
Regulatory sign-off that a merger may proceed without harming competition — a condition to closing that can delay, reshape, or block a deal entirely.
The investigation a buyer runs on a target before close — testing the seller's claims so the buyer knows exactly what it is paying for.
Financial statements constructed for a business unit being sold out of a larger parent — an estimate of how the unit would perform standalone.
A ring-fenced group — often outside advisers — allowed to review competitively sensitive data the deal principals must not see until closing.
The balance sheet drawn up as of the closing date — the document that measures the final price adjustment for working capital, cash, and debt.
The workstream that tests whether a target's market, customers, and competitive position support the growth a buyer is paying for.
The detailed sell-side document that presents a target to qualified buyers — the full pitch a process is launched on, sent after an NDA.
The deep, post-LOI phase of diligence — under exclusivity — where a buyer verifies the assumptions behind its price before signing a definitive agreement.
A diligence conversation with a target's actual customers to test whether the revenue story holds up — the closest a buyer gets to ground truth on demand.
Permissioned repository of diligence materials. Every figure in an IC memo ultimately points back to a document here.
The structured list of folders and documents inside a data room — the table of contents that dictates how a buyer reads a target and what they can find.
A single granular file — one row per loan, account, or customer — listing every position in a portfolio so a buyer can model it line by line.
The structured request list a buyer sends a seller — the document that defines what goes into the data room and tracks what has been received.
The seller's itemized exceptions to its representations — the document that qualifies every clean rep with the messy reality behind it.
A buyer's early, non-binding signal of interest — usually a price range and key terms — submitted to advance in a sale process before a formal bid.
The workstream that reads a target's contracts, records, litigation, and compliance to find legal risks that affect price, structure, or terms.
A mostly non-binding document setting out a buyer's proposed terms — price, structure, exclusivity — that frames the deal before confirmatory diligence.
Current operating assets minus current operating liabilities — the cash a business ties up to run, and a key driver of the closing price adjustment.
A short diligence deliverable that surfaces only the material risks and deal-breakers early, so a buyer can decide whether to keep spending.
The seller's contractual statements of fact about the business — the promises a buyer relies on, backed by indemnities if they turn out untrue.
The workstream that examines a target's technology, architecture, and engineering — whether the product can scale and what it will cost to maintain.
The access-controlled online repository where a seller shares diligence documents with buyers — the platform a transaction is underwritten and closed on.
The agreed normal level of working capital a target must deliver at close — the benchmark that the closing adjustment is measured against.
A smaller company acquired to expand an existing platform investment, bought at a lower multiple to grow the platform and blend down its cost.
A deal where the buyer acquires specific assets and assumes only chosen liabilities of a target, rather than buying its stock or equity.
A smaller acquisition added to an existing platform company — bought to be integrated rather than run standalone, expanding the platform's scale or reach.
The sale of a division or business unit out of a larger parent — separating a piece of a company so it can stand and trade on its own.
An acquisition in which two or more private equity firms join forces to buy a target together, sharing the equity check, governance, and risk.
A transaction where a company raises new debt to pay a special dividend to its owners, returning cash without selling the business.
Deferred purchase price paid to a seller only if the acquired business hits agreed performance targets after close — a way to bridge valuation gaps.
Money set aside with a neutral third party at closing, released later once conditions are met — security for the buyer's indemnity claims.
A window after a deal is signed during which the target may actively solicit competing bids, to test whether a higher offer exists.
Part of the price the buyer retains rather than pays at close, released later if no claims arise — the buyer's self-held security against post-close risk.
An arrangement where two or more parties combine resources in a shared entity or project to pursue a specific goal, while remaining separate companies.
A combination of two similarly sized companies framed as a partnership of peers, usually all-stock, with shared governance rather than one buying the other.
A deal where an investor takes a minority stake to provide capital or liquidity, while founders or existing owners keep control of the business.
A reshaping of a company's mix of debt and equity — often adding leverage to return cash to owners — without necessarily changing who runs the business.
A deal where a private company becomes public by merging into an existing public shell, taking over its listing without a traditional IPO.
An acquisition where the buyer's merger subsidiary merges into the target, leaving the target alive as a wholly owned subsidiary of the buyer.
A separation where a parent distributes shares of a subsidiary to its own shareholders, creating an independent, separately traded company.
A separation where shareholders exchange parent shares for shares of a subsidiary, so the parent's share count shrinks as the unit becomes independent.
A deal where the buyer acquires the target's shares directly, stepping into the entity and inheriting all of its assets and liabilities.
A public offer made directly to a target's shareholders to buy their shares at a set price, bypassing a shareholder vote to acquire control quickly.
A formal demand from a fund to its investors to wire a portion of their committed capital, issued when the GP needs cash to fund an investment or expense.
The GP's share of a fund's profits — conventionally 20% — paid only after investors recover their capital and preferred return.
The waterfall tier where, after the preferred return, the GP takes a heavy share of profit until it has caught up to its full carry percentage.
A provision requiring the GP to return carried interest it was paid early if, over the fund's life, it ended up taking more carry than it earned.
A direct investment an LP makes alongside the fund in a single deal — usually with reduced or zero fees and carry, on top of its fund commitment.
The total amount investors have legally pledged to a fund — its size and fee base — drawn down over time through capital calls, not paid up front.
A new fund a GP raises to buy assets out of one of its own older funds — holding winners longer while letting existing LPs cash out or roll over.
A fund that invests across private and public markets — backing a company in its late private rounds and holding it through and after the IPO.
A structure where the GP earns carried interest on each profitable exit, rather than waiting until the whole fund returns capital. The American waterfall.
The contractual order in which a fund splits cash from exits between LPs and the GP — return of capital, preferred return, catch-up, then the carry split.
Distributions to Paid-In — cash actually returned to LPs divided by capital they paid in. The realized multiple, owing nothing to marks.
The committed capital a fund has raised but not yet invested — the uncalled commitments it can deploy when the right opportunity appears.
A fund that invests in other funds rather than directly in companies — offering diversified access at the cost of a second layer of fees.
The general partner's own capital invested into its fund alongside LPs — the skin in the game that aligns the manager with its investors.
A transaction where the GP moves one or more assets out of an old fund into a new vehicle, giving existing LPs the choice to cash out or roll over.
A fund's internal rate of return before management fees, carried interest, and fund expenses — a read on deal-level skill, not LP outcome.
The minimum annual return a fund must deliver to investors before the GP earns any carried interest — conventionally around 8%, compounding on contributed capital.
The annualized, time-weighted discount rate at which a fund's cash flows net to zero — the headline return metric in private markets.
The shape of a fund's net returns over time — negative early as fees and markdowns bite, then rising as investments mature and distributions arrive.
The recurring fee — conventionally about 2% a year — that funds the GP's operating costs, paid regardless of whether the fund's investments succeed.
Multiple on Invested Capital — total value returned and held divided by capital invested. It answers how many times your money came back, ignoring time.
The return LPs are entitled to receive first — conventionally about 8% compounding — before the GP earns any carried interest on the fund's profits.
The market for buying and selling existing private-fund interests, letting an LP exit a commitment early or a GP restructure a fund before its natural end.
Whether a deal raises or lowers the acquirer's earnings per share — the first quantitative screen on an M&A transaction.
EBITDA recast to a sustainable run-rate by adding back one-time, non-recurring, and owner-specific items — the EBITDA most deals are priced on.
Enterprise value divided by annual recurring revenue — the headline multiple for subscription software, where ARR is the durable revenue base.
The step-by-step adjustment from enterprise value to equity value — netting debt, cash, and every claim that ranks ahead of common shares.
Valuing a business by the multiples its publicly traded peers trade at — a relative valuation that prices a company against the market, not its cash flows.
A valuation that discounts a company's projected future cash flows back to today — value as the present worth of what the business will generate.
A financing raised at a lower price per share than the previous round — a valuation markdown that dilutes existing holders and can trigger anti-dilution.
Earnings before interest, taxes, depreciation, and amortization — a proxy for operating profitability stripped of capital structure and accounting choices.
Enterprise value divided by EBITDA — the headline multiple in private markets, expressing price as a count of operating-earnings years.
The value of a business to all capital providers — equity and debt — independent of how the company happens to be financed.
The valuation multiple paid to acquire a business — most often EV / EBITDA — that sets the price basis the entire deal return is measured against.
The value of a business attributable to its shareholders alone — what is left after every debt and senior claim is satisfied.
The valuation multiple a business is sold at on exit — the assumption that, set against the entry multiple, drives much of a deal's projected return.
A horizontal-bar chart showing the range of values each methodology implies — the one-page summary of where a business is worth.
The premium a buyer pays above the fair value of a target's identifiable net assets — booked as an asset and tested for impairment, not amortized.
The valuation multiple backed out from a known price and metric — what a deal price or model output implies in turns of EBITDA or revenue.
The right of preferred holders to be paid back first in an exit — a fixed amount off the top before common shares see a dollar.
Buying a business at one valuation multiple and selling it at a higher one, capturing return from the re-rating itself rather than from earnings growth.
Total interest-bearing debt minus cash and equivalents — the figure that bridges equity value and enterprise value in a deal.
Valuing a company by valuing each business segment separately and adding them up — the right lens for conglomerates and diversified firms.
The value of all cash flows beyond a DCF's explicit forecast — usually the largest single component of the answer.
The blended cost of a company's debt and equity, weighted by their share of the capital structure — the discount rate used to value its future cash flows.
The concentrated set of actions a sponsor executes in the first ~100 days after close to stabilize the business and launch the value creation plan.
The managed funnel of potential acquisition targets a platform is tracking and pursuing — the engine that turns a buy-and-build thesis into actual deals.
The recurring package of performance, financials, and decisions a company prepares for its board — the formal record of how a portfolio company is governed.
The systematic search for smaller acquisitions to add to a platform company — building and working a pipeline of targets to fuel a buy-and-build.
A strategy of buying a platform company and growing it through a series of bolt-on acquisitions — creating value via scale, synergies, and arbitrage.
The time it takes to recover what was spent acquiring a customer from the gross profit they generate — the metric that tells you how cash-hungry growth is.
The number of days cash is tied up in operations between paying suppliers and collecting from customers — how long a company funds its own working capital.
The rate at which customers or recurring revenue is lost over a period — the leak that net growth has to outrun before any new sales count.
Grouping customers by when they were acquired and tracking each group over time — revealing the true retention and economics behind headline growth.
The aggregate equity sellers and managers reinvest into the new ownership structure rather than cashing out — keeping them aligned with the sponsor.
Moving a company off legacy or fragmented systems onto a single enterprise resource planning platform — high-risk plumbing under most other ops levers.
The state of a portfolio company being prepared, well before a sale, so it can withstand buyer diligence and transact at full value without surprises.
The percentage of recurring revenue retained from existing customers after churn and downgrades, excluding expansion — a measure of how leaky the base is.
A reusable, structured guide for absorbing an acquired business — the standardized workstreams, owners, and milestones a buyer applies to every integration.
A single view of the handful of metrics that show whether a portfolio company is on plan — the instrument panel a board and operator actually steer by.
The total gross profit a company expects to earn from a customer over the whole relationship — the number that makes acquisition spend rational.
The recurring working session where management and the sponsor interrogate last month's actuals against plan and decide what to do about the variances.
Cost reductions captured by changing how a portfolio company buys goods and services — through better pricing, consolidated suppliers, and tighter demand.
Centralizing back-office functions — finance, HR, IT, procurement — into one shared unit so multiple business units stop running them separately.
The explicit roadmap of how a sponsor intends to grow the value of a portfolio company over the hold — the thesis turned into owned, dated workstreams.
Freeing cash trapped in receivables, inventory, and payables — releasing capital the business already has without touching revenue or profit.
The timetable that maps every loan payment into principal and interest until the balance reaches zero.
Lending secured by and sized to specific assets — receivables, inventory, equipment — with availability that flexes against a borrowing base.
A business development company — a regulated vehicle that lends to and invests in middle-market private companies, a major engine of private credit.
Short-term financing that funds a deal at close on the expectation it will be refinanced — the bridge to permanent capital, not the capital itself.
A debt structure where the full principal comes due in one payment at the end, with no amortization along the way.
A collateralized loan obligation — a structured vehicle that buys a pool of leveraged loans and funds it with tranched notes of varying seniority and risk.
A loan with no maintenance financial covenant — the borrower is tested only when it takes a specific action.
The extra yield a borrower pays over a risk-free or base rate to compensate lenders for credit risk — the price of the risk, not the underlying rate.
How comfortably a company's cash flow covers its debt payments — cash available divided by debt service.
A committed term loan a borrower can draw in tranches over a defined window rather than all at once — pre-arranged capital for known future spending.
Non-bank funds lending directly to companies — bilateral private loans that bypass the syndicated market.
A covenant that forces a borrower to use a share of leftover free cash to prepay debt — automatic deleveraging.
Debt holding a first-priority security interest in collateral — paid first from those assets, the senior-most secured claim in the capital structure.
A bond from a below-investment-grade issuer — higher coupon to compensate for higher default risk.
Pre-agreed capacity in a credit agreement to raise additional debt later on the same terms — the accordion that lets a borrower add leverage without a new deal.
How much debt a company carries relative to its earnings — usually debt divided by EBITDA.
Subordinated capital that sits between senior debt and equity — higher cost, often with an equity kicker, ranking behind the senior lenders.
The gap between a debt instrument's face value and the discounted price it is issued at — extra yield to lenders, repaid as par at maturity.
Debt that lets the borrower choose each period to pay interest in cash or add it to principal — flexibility paid for with a higher rate when toggled.
A committed line of credit a borrower can draw, repay, and redraw up to a limit — the flexible working-capital layer alongside term debt.
Debt secured by a second-priority claim on the same collateral as the first lien — paid from that collateral only after the first-lien lenders are satisfied.
Lending specifically to private-equity-owned companies to fund buyouts and their growth — a distinct, relationship-driven corner of leveraged finance.
An institutional first-lien term loan with light amortization and a bullet maturity, sold to funds and CLOs rather than held by banks.
A single debt facility that blends senior and subordinated risk into one tranche at one blended rate — the workhorse of private-credit direct lending.
A preferred-stock provision that lowers the conversion price if the company later raises money at a lower valuation, protecting investors from a down round.
A shareholder's statutory right to refuse a merger price and have a court determine the fair value of their shares instead.
Holding enough seats to command a majority of board votes — the power to decide the matters that the board, not shareholders, controls.
A defined event — typically a sale, merger, or majority-ownership shift — that triggers contractual rights such as consent, acceleration, or payout.
A clause letting a controlling group of shareholders force the rest to join a sale on the same terms, delivering a buyer 100% of the company.
A banker's written opinion that the price in a transaction is fair, from a financial point of view, to a specified party — used to support a board's decision.
The legal obligation of directors and officers to act in the best interests of the company and its shareholders — chiefly the duties of care and loyalty.
A schedule under which a founder earns ownership of their shares over time, with unvested shares subject to repurchase if they leave early.
The ceiling on how much a seller can be required to pay a buyer for breaches of the deal's representations — the maximum dollar exposure after close.
An investor's contractual right to receive the company's financials and key data on a set schedule — and often to inspect its books and records.
A clause guaranteeing one party terms no worse than any other counterparty gets — if someone later negotiates a better deal, the MFN holder gets it too.
A covenant barring a seller or key employee from competing with the business for a set time and area after a deal or departure.
A covenant barring a seller or departing employee from soliciting the company's customers or employees for a set period.
A financing term that penalizes investors who don't participate pro rata in a new round, typically by converting their preferred into common.
An investor's right to invest in future rounds enough to maintain its ownership percentage and avoid dilution.
A list of company actions that require investor consent before they can be taken — the veto rights that protect a minority preferred holder.
A contractual right letting a holder match a bona fide third-party offer before a shareholder may sell its stake to that outsider.
How long after close a deal's representations and warranties remain enforceable — the window in which a buyer can bring an indemnification claim.
A minority protection letting smaller holders join a sale a majority shareholder has negotiated, selling on the same terms rather than being left behind.