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Category: Glossary

White Squire

A significant stockholder sympathetic to management that would make the transaction more difficult for the undesired acquirer

White Knight

Potential acquirer that would ‘rescue’ the firm from an undesired acquisition.

Weighted Average Cost of Capital

Cost of a firm’s capital weighted by utilization; includes both a debt and equity allocation.

Vertical Merger

Entails combining firms along the value chain.

Tracking Stock

Transaction by which a parent company sells an interest in the cash flows from one of its subsidiaries.

Term Sheet

Document that briefly outlines the proposed terms of the transaction.

Synergy

Gain from the combination of two businesses that is greater than the sum of either of the two businesses independently.

Supermajority Provision

Form of acquisition defense that raises the minimum number of votes required for approval of a merger (e.g., to two-thirds or three-quarters of outstanding shares), implying that a hostile acquirer needs more than 50 percent of the votes to effect a change in control.

Standstill Agreement

Agreement by which the acquirer agrees not to purchase shares of the target for a specified period of time.

Split Off

Portion of parent company shares are exchanged for shares of the subsidiary.