Glossary · 186 terms

Finance recruiting and technical terms.

Plain-English definitions of the terms that come up in finance interviews and on the job. No jargon for jargon's sake.

Valuation

WACC
Weighted Average Cost of Capital. The blended return a company must earn to satisfy everyone funding it: the cost of equity weighted by equity market value, plus the after-tax cost of debt weighted by debt market value. It is the discount rate for unlevered free cash flow in a DCF, because those cash flows belong to debt and equity holders together. Use market values for the weights, never book.
Cost of Equity
The return equity investors require for holding the shares rather than a risk-free asset. Usually built with CAPM: risk-free rate plus levered beta times the equity risk premium, with a country risk premium, size premium or company-specific premium added where the context demands. Always higher than the cost of debt, because equity sits last in the queue.
Cost of Debt
What the company would pay to borrow today, not what it is paying on debt raised years ago. Best read as the yield to maturity on its traded bonds; failing that, the risk-free rate plus a spread for its credit rating; failing that, a synthetic rating built from interest coverage. Enters the WACC after tax, because interest is deductible.
Equity Risk Premium
The extra return investors demand for holding equities over a risk-free government bond. Two schools: the historical average of realised excess returns over a long window, and the implied premium backed out of the current index level and expected cash flows. They can differ by several percentage points, which moves a valuation enormously, so state which one you used and why.
Country Risk Premium
An addition to the equity risk premium for companies exposed to a riskier market. Commonly built from the sovereign default spread scaled by the relative volatility of that country’s equity market against its bonds. The judgement call is whether to apply it by country of listing or by where revenue is actually earned; revenue exposure is the better answer and the harder one to compute.
Size Premium
An addition to the cost of equity for smaller companies, on the argument that they carry risks a beta measured against a large-cap index does not capture. Decile figures are published and widely used in valuation practice. The counter-argument, which you should know, is that the effect largely disappeared after the early 1980s and that adding one often double-counts risk already in the beta.
Adjusted Beta
A regression beta pulled toward 1.0, most commonly by the Blume adjustment of two-thirds raw plus one-third market, on the empirical observation that betas mean-revert over time. It is a shrinkage estimator, not a theory. Important in practice: Bloomberg and most data providers report the ADJUSTED figure in the headline slot, so applying the adjustment again to a number you pulled from a screen shrinks it twice. Work through it interactively in the Beta Refresher lab at /labs/beta.
Raw Beta
The unmodified slope from regressing a stock’s returns against an index. Meaningless without saying which index and over what window: the same company can print a defensive beta against one benchmark and a cyclical one against another, purely because the index compositions differ. A single regression beta also carries a wide standard error, which is the argument for building one bottom-up instead. Work through it interactively in the Beta Refresher lab at /labs/beta.
Unlevered Beta
Also called asset beta. The risk of the underlying business with the effect of financial leverage stripped out, so two companies in the same industry with different debt loads become comparable. Obtained with the Hamada relationship: unlevered equals levered divided by one plus one-minus-tax times debt-to-equity. Work through it interactively in the Beta Refresher lab at /labs/beta.
Levered Beta
Also called equity beta. Business risk plus the extra risk that borrowing imposes on the equity. What you actually put into CAPM. Relever an unlevered beta at the capital structure of the company you are valuing, not the peer set’s, or the beta and the WACC weights disagree with each other. Work through it interactively in the Beta Refresher lab at /labs/beta.
Bottom-Up Beta
A beta built from a peer set rather than a regression: unlever each listed comparable at its own capital structure and tax rate, take the median, then relever at your target structure. More precise than any single regression because averaging collapses the standard error, and it is the only route available for a private company, a pre-IPO business or a new division with no share price to regress. Work through it interactively in the Beta Refresher lab at /labs/beta.
Hamada Equation
The relationship linking levered and unlevered beta through capital structure: levered equals unlevered times one plus one-minus-tax times debt-to-equity. The mechanism behind the observation that adding debt does not lower the cost of capital as much as it first appears, because cheaper after-tax debt is offset by the higher beta it forces onto the equity. Work through it interactively in the Beta Refresher lab at /labs/beta.
Synthetic Credit Rating
A credit rating estimated from financial ratios, most commonly interest coverage (EBIT divided by interest expense), when a company is unrated or has no liquid traded debt. Read the rating off a coverage ladder, then add that rating’s spread to the risk-free rate to get a cost of debt. The standard route for private companies. Cross-check it against what the company most recently actually borrowed at.
Risk-Free Rate
The return on an asset assumed to carry no default risk, in practice a long-dated government bond in the SAME currency as the cash flows being discounted. Ten-year is the convention. Discounting euro cash flows at a US Treasury yield is simply the wrong number. Where the sovereign itself carries default risk, strip that spread out before using the yield.
Marginal Tax Rate
The rate applied to the next unit of taxable profit, and the correct rate for the tax shield in a WACC and for taxing EBIT in unlevered free cash flow. Not the effective rate the accounts show, which reflects one-off items, loss carryforwards and the geographic mix of a particular year and will not persist.
Terminal Growth Rate
The perpetual growth rate applied after the explicit forecast in a DCF. It cannot exceed long-run nominal GDP growth, because a company growing faster than the economy forever eventually becomes the economy. In practice: forecast real GDP growth plus forecast inflation is the ceiling to argue against. A terminal value that is more than about three-quarters of enterprise value is a sign the assumptions need re-examining.
EV Bridge
The walk from share price to enterprise value: diluted market capitalisation, plus debt, plus non-controlling interests, plus other debt-like items such as unfunded pensions and capitalised operating leases, less cash and financial assets. Getting the bridge right matters more than most valuation debates, because every multiple you compute sits on top of it.
Diluted Shares Outstanding
Basic shares plus the shares that in-the-money options, restricted stock, convertibles and warrants would create. Usually computed with the treasury stock method, which assumes option proceeds buy back shares at the market price. Use diluted, not basic, for market capitalisation: the claims exist whether or not they have been exercised yet.
Dilution Adjustment
The increment between basic and diluted share count, representing the shares that would come into existence from options, RSUs, convertibles and warrants. Reported separately in a clean EV bridge so the reader can see how much of the equity value belongs to instruments that have not yet converted.
Net Debt
Total debt less cash and cash equivalents, sometimes also less short-term financial assets. The version used for credit metrics often differs from the version used in the EV bridge, because credit analysts are stricter about which cash they will accept as genuinely available. Say which definition you are using.
Enterprise Value (EV)
The total value of a business to all capital providers: equity value plus net debt (and other claims like preferred and minority interest). EV is capital-structure neutral, which is why it pairs with metrics like EBITDA.
Equity Value
The value attributable to shareholders, equal to share price times shares outstanding (market capitalisation), or enterprise value minus net debt and other non-equity claims.
DCF
Discounted Cash Flow. A valuation method that projects a company’s future free cash flows and discounts them to present value at the weighted average cost of capital, plus a terminal value for cash flows beyond the explicit forecast.
Comparable Companies (Comps)
A relative valuation method that values a company using trading multiples of similar public companies, such as EV/EBITDA or P/E. Distinct from precedent transactions, which use multiples paid in past M&A deals.
Precedent Transactions
A relative valuation method using the multiples paid in comparable historical M&A deals. Typically produces higher implied values than trading comps because it includes a control premium.
Control Premium
The additional amount, above the current trading price, an acquirer pays to gain a controlling stake in a company — compensation for the ability to direct strategy, extract synergies and access cash flows directly.
WACC (Weighted Average Cost of Capital)
The blended required return a company must generate to satisfy both its debt and equity holders, weighted by their respective proportions in the capital structure. Used as the discount rate in a DCF.
Terminal Value
The value of a business beyond the explicit forecast period in a DCF, estimated either via a perpetuity growth rate or an exit multiple. Often represents the majority of total implied enterprise value — a common point of scrutiny.
Football Field
A bar-chart summary showing the implied valuation range from each methodology used (DCF, comps, precedent transactions, 52-week trading range), presented side by side to triangulate a valuation view.
Beta
A measure of a stock’s volatility relative to the broader market, used to estimate the cost of equity in a DCF via the Capital Asset Pricing Model (CAPM).
Free Cash Flow (FCF)
Cash generated by a business after operating expenses and capital expenditures, available to be distributed to (or reinvested by) capital providers. The core input to a DCF valuation.
EBITDA
Earnings Before Interest, Taxes, Depreciation and Amortisation — a proxy for a company’s operating cash generation, widely used as the denominator in valuation multiples because it strips out capital-structure and accounting effects.

Credit

Credit Rating
An agency opinion on a borrower’s ability to meet its obligations, published by Moody’s, S&P Global and Fitch on scales that run from Aaa/AAA down to default. The investment-grade boundary sits at Baa3/BBB−, and it matters far beyond one notch of spread: many institutional mandates cannot hold sub-investment-grade paper at all, so crossing it changes who is allowed to lend to you.
Total Debt to Capitalisation
Total debt divided by total debt plus equity. The leverage ratio that sets the weights in a WACC. Distinct from total debt to market capitalisation, which divides by equity alone and therefore reads higher; both get quoted, so check which one you are looking at before comparing across sources.

Markets

SOFR
Secured Overnight Financing Rate. The benchmark overnight rate for US dollar borrowing collateralised by Treasuries, published by the New York Fed and calculated from actual transaction volume. It replaced US dollar LIBOR, which was submission-based and therefore manipulable. Floating-rate loans are now typically quoted as SOFR plus a margin, so it sets the cash cost of debt on most leveraged structures.
VWAP
Volume-Weighted Average Price. The average traded price over a period, weighted by volume at each price. Used in the EV bridge and in deal terms as a more robust reference than a single closing price, because it is far harder to move with a small trade near the close.
Dividend Yield
Annual dividend per share divided by share price. A high yield can mean a generous payout or a falling share price, and telling those apart is the entire analysis. Read it alongside the payout ratio and free cash flow cover to see whether the dividend is actually funded.
Treasury Yield
The return on US government debt at a given maturity. The three-month bill is the standard short-rate proxy; the ten-year note is the conventional risk-free rate for equity valuation. The gap between short and long maturities is the yield curve, and its shape is read as a signal about growth and policy expectations.

Accounting

Non-Controlling Interest (NCI)
Also called minority interest. The portion of a consolidated subsidiary that the parent does not own. It is added in the EV bridge because the income statement consolidates one hundred per cent of that subsidiary’s EBITDA, so the enterprise value has to reflect the full claim on it for the multiple to be internally consistent.
Operating Lease
A lease that under IFRS 16 and ASC 842 now sits on the balance sheet as a right-of-use asset and a lease liability. Whether to treat that liability as debt in the EV bridge is a live judgement: it is a contractual fixed obligation, but treating it as debt while leaving lease costs inside EBITDA double-counts. Pick one treatment, apply it to every company in the comp set, and say which you chose.
Pension Liability
The shortfall on a defined benefit scheme, being the obligation less plan assets. Treated as a debt-like item in the EV bridge, usually net of the tax relief available on future contributions. Can dominate the bridge for older industrials with legacy schemes, and is highly sensitive to the discount rate used to value the obligation.
Stock-Based Compensation (SBC)
Equity granted to employees as pay. Non-cash, so it is added back in the cash flow statement, which is why some companies headline an adjusted EBITDA that excludes it. That treatment is contested for good reason: SBC is a real cost that dilutes existing shareholders, and excluding it while using a diluted share count is having it both ways.
The Three Financial Statements
The income statement (performance over a period), balance sheet (financial position at a point in time) and cash flow statement (cash movements over a period). "Walk me through how they link" is among the most common interview questions in finance.
Depreciation & Amortisation (D&A)
The systematic expensing of an asset’s cost over its useful life — depreciation for tangible assets, amortisation for intangibles. Non-cash: it reduces reported profit without a cash outflow, which is why it is added back on the cash flow statement.
Deferred Revenue
Cash received for goods or services not yet delivered, recorded as a liability until earned. Common in subscription businesses — a reason strong-growth software companies show cash collection ahead of recognised revenue.
Accrual Accounting
Recognising revenue when earned and expenses when incurred, regardless of when cash moves. The foundation of GAAP/IFRS reporting, and the reason net income and cash flow diverge.
Goodwill
The excess of an acquisition’s purchase price over the fair value of the target’s identifiable net assets. Under current US GAAP and IFRS it is tested annually for impairment rather than amortised.
Impairment
A write-down recorded when an asset’s carrying value exceeds its recoverable value. Goodwill impairments are closely watched as an admission that an acquisition underperformed the price paid.
GAAP vs. Non-GAAP
GAAP (or IFRS) figures follow accounting standards; non-GAAP ("adjusted") figures exclude items management deems non-recurring or non-operating (stock-based compensation, restructuring). The gap between the two is a standard analyst scrutiny point.
Minority Interest (NCI)
The portion of a consolidated subsidiary not owned by the parent. Added in the enterprise value bridge because consolidated financials include 100% of the subsidiary’s results while equity value reflects only the parent’s share.
Treasury Stock Method
The standard way to count dilution from in-the-money options: assume exercise, then assume the proceeds repurchase shares at the current price, so only the net new shares increase the diluted count.

Macro

Real GDP Growth
Growth in economic output after stripping out inflation. Sets the ceiling for what any single company can grow at in perpetuity, which is why the forecast rate plus forecast inflation is the practical cap on a terminal growth assumption.
Inflation Rate
The rate at which the general price level rises, usually measured by CPI. Enters valuation twice: inside the nominal risk-free rate, and inside terminal growth, since nominal growth is roughly real growth plus inflation. Discounting nominal cash flows at a real rate, or the reverse, is a common and expensive error.

Private Equity

Paper LBO
A simplified leveraged buyout analysis done by hand, without Excel, usually in under ten minutes. Used in PE interviews to test whether a candidate understands LBO mechanics (entry, leverage, growth, debt paydown, exit) well enough to estimate returns quickly.
MoIC
Multiple on Invested Capital. The ratio of money returned to money invested (for example, 3.0x means you tripled your investment). A core PE returns metric alongside IRR.
IRR
Internal Rate of Return. The annualised return on an investment accounting for the timing of cash flows. PE funds target IRRs typically in the high teens to mid-twenties percent for buyouts.
PIK Interest
Payment-In-Kind interest. Interest that accrues and compounds onto the principal rather than being paid in cash. Common in LBO capital structures and a frequent source of confusion because it does not hit cash flow but increases the debt balance.
Case Study (PE Interview)
A timed exercise (typically 2-6 hours, sometimes take-home over 24-72 hours) in which a candidate builds an LBO model and investment recommendation on a real or disguised company, then presents it to the deal team.
LBO (Leveraged Buyout)
The acquisition of a company financed with a significant proportion of borrowed money (debt), with the target’s own cash flows used to service and repay that debt. The core private equity buyout structure.
Entry Multiple
The EV/EBITDA (or similar) multiple paid to acquire a company at the start of an LBO. Combined with the exit multiple, it determines how much of the return comes from multiple expansion versus operational improvement.
Exit Multiple
The EV/EBITDA (or similar) multiple assumed or achieved when a PE-owned company is sold or taken public. Sponsors often assume exit at or below entry multiple to avoid relying on multiple expansion for returns.
Leverage Ratio (Debt/EBITDA)
Total debt divided by EBITDA, used to measure how much borrowed capital is layered onto a company’s cash flow. Typical LBO entry leverage runs 4.5-6.0x EBITDA depending on the credit environment and sector.
Sponsor
Industry shorthand for a private equity firm in its capacity as the buyer/owner of a portfolio company (e.g. "sponsor-backed," "sponsor-to-sponsor deal").
Dry Powder
Capital that a PE fund has committed from its limited partners but has not yet deployed into deals. High dry powder levels are a commonly cited driver of valuation competition among sponsors.
Add-On Acquisition
A smaller acquisition made by an existing portfolio company (the "platform") to expand scale, geography or capability — a buy-and-build strategy. Distinct from a standalone platform investment.
Recapitalisation (Recap)
A transaction that restructures a company’s capital structure — commonly a dividend recap, where a portfolio company raises new debt to pay a dividend to its PE owners without a sale, returning capital early.
Vintage Year
The year a PE fund makes its first investment (or holds its first close), used to compare fund performance against peers that deployed capital in similar market conditions.
Carried Interest (Carry)
The share of a PE fund’s profits (typically 20%) paid to the general partner as performance compensation, usually only after limited partners receive their capital back plus a preferred return (hurdle rate).
Preferred Return (Hurdle Rate)
The minimum annual return (commonly 8%) that a PE fund must deliver to its limited partners before the general partner starts collecting carried interest.
LP / GP
Limited Partner (the investor providing capital to a fund — pension funds, endowments, sovereign wealth funds) and General Partner (the private equity firm that manages the fund and makes investment decisions).

Recruiting

On-cycle recruiting
The compressed, headhunter-coordinated process through which US megafunds and large PE funds hire incoming associates roughly 18 months before the start date. When it kicks off, processes can run from first call to signed offer in 24-72 hours.
Off-cycle recruiting
Continuous, role-by-role hiring common at middle-market funds, growth equity and across Europe. Roles open unpredictably and rarely appear on public job boards, so candidates must source proactively through headhunters and networks.
Superday
The final round of interviews, typically four to six back-to-back sessions with analysts, associates, VPs and MDs in a single day. Tests technicals, fit and stamina.
Spring Week
A one-week insight programme run in March or April by UK and European banks for first-year students on a three-year degree, or second-years on a four-year course. It is the earliest formal entry point into banking and the primary feeder into Summer Internship offers at most bulge brackets — which is why winning one compresses the recruiting funnel by roughly two years.
Summer Internship
A 8-10 week (US) or 6-10 week (UK/Europe) placement, typically for penultimate-year students, that functions as the primary pipeline into full-time analyst offers. Most bulge-bracket and top PE full-time hiring runs almost entirely through converting summer interns.
Full-Time Return Offer
The full-time analyst or associate offer extended to a summer intern at the end of their programme, contingent on performance review. Most banks convert 70-95% of interns in a typical year; the ratio compresses sharply in weak hiring years.
Networking Call
A short informational conversation (15-30 minutes) with a banker or investor, used by candidates to learn about a firm and build a relationship ahead of applying. Distinct from a formal interview, but often just as consequential for referrals.
Headhunter (PE Recruiting)
A third-party recruiter (e.g. CPI, Amity, Henkel, SG Partners in the US; Sheffield Haworth, Compass in Europe) who manages the on-cycle and off-cycle private equity hiring process on behalf of funds, screening and forwarding candidates from investment banking analyst programmes.
Group Case Study
The assessment-centre exercise used at spring week and summer internship stage: 4-6 candidates are given a short brief — a company, a client situation, sometimes a live news injection — and typically 45-60 minutes to prepare a 10-minute recommendation to a panel, followed by Q&A. No modelling is required and no finance background is assumed. What is scored is behaviour in a group: whether you build on other people’s points, whether you keep time, whether you make sure everyone speaks. Dominating the group scores worse than saying less and structuring better.
Assessment Centre (AC)
The UK final-round format: a half or full day combining a group case study, one or two competency interviews, and often a written exercise or presentation, run for a cohort of candidates at once. Distinct from the US Superday, which is usually back-to-back one-on-one interviews with no group component.
Rolling Deadline
An application window that is assessed and filled as applications arrive rather than at a single closing date, so places can run out weeks before the advertised deadline. Standard practice for UK spring weeks and most internship programmes. The practical consequence: an identical application submitted in week one and week six of the same window is not the same application.
Pymetrics
A game-based behavioural assessment — roughly a dozen short cognitive and behavioural tasks over 20-25 minutes — used by several banks (J.P. Morgan among them) as an early screen. It measures traits such as risk appetite, attention and effort under uncertainty rather than finance knowledge, and there is no way to revise for it beyond doing the practice round properly and not rushing.
Modelling Test
A timed technical exercise, usually 1-3 hours, in which a candidate builds a financial model (LBO, DCF, or merger model) from a data set or set of assumptions, under interview conditions with no internet access.
Fit Interview
The behavioural portion of an interview, testing motivation, self-awareness and communication — "walk me through your resume," "why this firm," "tell me about a time you disagreed with a teammate" — as distinct from the technical portion.
Story (Interview)
A candidate’s concise, coherent narrative connecting their background, motivations and career choices, used to answer "walk me through your resume" and "why banking/PE." A strong story is specific and causally linked, not a list of accomplishments.
Deal Sheet
A one-page summary of transactions a candidate has worked on (deal name, role, size, status, one-line rationale), used to prepare crisp answers about live-deal experience in interviews.

Hedge Fund

Variant perception
The difference between what the market believes about a security and what you believe. It is the core of any investable idea: a view identical to consensus, however well-argued, gives a portfolio manager no reason to act.
Catalyst
A specific event expected to force the market to re-rate a security toward your target: an earnings inflection, capital allocation change, management turnover, regulatory decision or spin-off. A thesis without a catalyst risks being a value trap.
Long / Short (Equity)
A strategy that takes long positions (betting a security rises) in names expected to outperform and short positions (betting a security falls) in names expected to underperform, often to reduce net market exposure while expressing stock-specific views.
Alpha
Investment return attributable to skill (stock selection, timing) rather than to broad market movement (beta). The core objective of active management.
Beta (Portfolio)
A portfolio’s sensitivity to overall market movements. A market-neutral fund targets a beta near zero; a directional long-biased fund runs positive net beta.
Net Exposure
Long positions minus short positions as a percentage of capital, indicating a fund’s directional bias to the market.
Gross Exposure
Long positions plus short positions as a percentage of capital, indicating total risk deployed (leverage) regardless of direction.
Position Sizing
The process of deciding how much capital to allocate to an investment idea, typically weighted by conviction, expected risk/reward and portfolio-level risk constraints.
Thesis
The core investment argument for a position: what the market is missing, why, and what catalyst will force the market to re-rate the security — the foundation every stock pitch is built on.
Stock Pitch
A structured presentation of an investment idea — thesis, catalyst, valuation, risk/reward, and risks — used in hedge fund interviews and internally to argue for a position.
Kill Criteria
Pre-defined conditions under which an investor will exit a position because the original thesis has been invalidated, set before entry to remove emotion from the exit decision.
Short Interest
The percentage of a company’s outstanding shares currently sold short. High short interest can indicate a crowded short and raises the risk of a short squeeze.
Short Squeeze
A rapid price increase driven by short sellers being forced to buy back (cover) their positions to limit losses, which itself pushes the price higher — a key risk in crowded short positions.
Prime Brokerage
Services provided by an investment bank to hedge funds — financing, securities lending for shorts, trade execution and clearing — that support a fund’s trading operations.
AUM (Assets Under Management)
The total market value of the investments a fund manages on behalf of its clients, used as the standard measure of a fund’s size.
High-Water Mark
The highest value a fund has previously reached; a manager only earns performance fees on gains above this level, preventing being paid twice for the same gains after a drawdown.
Two and Twenty (2 and 20)
A common hedge fund fee structure: a 2% annual management fee on assets under management, plus a 20% performance fee on profits above the high-water mark.

Investment Banking

Accretion / Dilution
Whether an acquisition increases (accretive) or decreases (dilutive) the acquirer’s earnings per share. A standard merger-model output and a common technical interview topic.
Bulge Bracket
The largest, full-service global investment banks (e.g. Goldman Sachs, Morgan Stanley, JPMorgan) offering the broadest range of products across geographies, as distinct from boutique or middle-market firms.
Elite Boutique
An independent advisory firm (e.g. Evercore, Lazard, Centerview, Moelis) focused primarily on M&A and restructuring advisory without a balance sheet, often competing directly with bulge brackets on the largest deals.
Middle Market
Investment banks and PE funds focused on smaller transactions, typically sub-$1bn enterprise value, as distinct from bulge bracket and mega-fund activity.
Pitch Book
A presentation prepared by an investment bank for a client or prospective client, typically covering market context, valuation analysis and strategic recommendations, used to win or advance a mandate.
Mandate
A formal engagement in which a client retains an investment bank to advise on a specific transaction (M&A sale, capital raise, restructuring).
Fairness Opinion
A formal opinion, typically from an investment bank, stating whether the financial terms of a proposed transaction are fair to shareholders from a financial point of view — often a board-governance requirement in public M&A.
Sell-Side / Buy-Side
Sell-side refers to firms that advise companies raising capital or selling assets (banks); buy-side refers to firms that invest capital (PE funds, hedge funds, asset managers). A single M&A deal typically has a sell-side advisor and a buy-side advisor.
CIM (Confidential Information Memorandum)
A detailed document prepared by the sell-side advisor describing a company being sold — business overview, financials, market position, management — distributed to prospective buyers under a signed NDA.
Teaser
A short, anonymised one- or two-page summary of a company for sale, circulated to a broad list of prospective buyers before the full CIM, to gauge interest without revealing the target’s identity.
Data Room
A secure (typically virtual) repository of a company’s financial, legal and operational documents, made available to prospective buyers during due diligence in an M&A process.
Auction Process
A structured sale process in which multiple prospective buyers bid for a company in staged rounds (first-round bids, management presentations, second-round/final bids), run by the sell-side advisor to maximise price and terms.
Synergies
Cost savings or revenue gains expected from combining two companies in an M&A deal — cost synergies (eliminating duplicate functions) are typically more reliably modelled than revenue synergies.
Merger Model
A financial model that combines an acquirer’s and target’s financial statements to assess whether a proposed M&A deal is accretive or dilutive to the acquirer’s earnings per share, and under what financing structure.
ECM / DCM
Equity Capital Markets and Debt Capital Markets — the divisions that structure and execute equity issuance (IPOs, follow-ons, blocks) and bond issuance respectively, sitting between coverage bankers and the trading floor.
IPO
Initial Public Offering — a private company’s first sale of shares to public investors, run by underwriting banks who build the book of institutional demand and price the deal.
Bookbuilding
The process by which underwriters collect institutional investor orders (price and size) for a securities offering, using the demand curve to set final pricing and allocation.
Roadshow
The series of management-investor meetings ahead of an offering (or during a sale process) in which the company presents its story to prospective buyers of the securities.
League Tables
Rankings of banks by deal volume or count in a product or region (announced M&A, ECM, DCM). A marketing staple in pitches — and famously massaged via credit rules and creative cut-offs.
Coverage Group vs. Product Group
Coverage (industry) groups own client relationships in a sector (TMT, FIG, healthcare); product groups (M&A, leveraged finance, ECM/DCM) execute specific transaction types across sectors. Analysts’ experience differs meaningfully between the two.
Leveraged Finance (LevFin)
The product group that structures and syndicates below-investment-grade debt — leveraged loans and high-yield bonds — primarily for LBOs, recapitalisations and acquisitive borrowers.
Syndication
Distributing a large loan or bond across many institutional investors rather than one lender holding it all. Underwriting banks take the initial commitment risk, then sell it down.

Corporate Finance

Working Capital
The capital tied up in a business’s short-term operating cycle: receivables plus inventory, minus payables. Changes in working capital are a key adjustment between EBITDA and free cash flow.
CapEx
Capital Expenditure — spending on physical assets (property, equipment, technology) intended to be used over multiple years, as distinct from operating expenses consumed within the current period.
Covenant
A condition written into a loan or bond agreement that restricts the borrower’s actions (e.g. maximum leverage, minimum interest coverage) to protect the lender. Breaching a covenant can trigger default even if payments are current.
Revolving Credit Facility (Revolver)
A flexible line of credit a company can draw down and repay as needed, used to manage short-term liquidity and working-capital swings.
Term Loan (TLA / TLB)
A fixed-amount loan with a set repayment schedule. Term Loan A (TLA) is typically bank-held with faster amortisation; Term Loan B (TLB) is institutional-investor-held, common in LBO financing, with minimal amortisation and a bullet repayment at maturity.
High-Yield Bond
A bond rated below investment grade (below BBB-/Baa3), offering higher yield to compensate for greater credit risk. A common component of LBO financing alongside term loans.
Mezzanine Debt
A hybrid financing layer, subordinate to senior debt but senior to equity, often carrying an equity kicker (warrants). Used to fill a financing gap in a capital structure at a higher cost than senior debt.
Bridge Loan
Short-term financing used to "bridge" a gap until permanent financing is arranged — commonly used by banks to guarantee deal financing before syndicating debt to the broader market.

Trading & Markets

Bid-Ask Spread
The difference between the highest price a buyer will pay (bid) and the lowest price a seller will accept (ask) for a security — a key measure of liquidity and an implicit trading cost.
Market Maker
A firm that continuously quotes both buy and sell prices for a security, providing liquidity to the market and earning the bid-ask spread in exchange for taking on inventory risk.
Order Book
The real-time list of buy and sell orders for a security at various price levels, showing the depth of supply and demand at each price.
Volatility (Implied vs. Realised)
Realised volatility measures how much a security actually moved historically; implied volatility is the market’s expectation of future movement, derived from options prices. The gap between the two is a core input to options trading strategies.
Delta (Options)
A measure of how much an option’s price is expected to change for a $1 move in the underlying security — also used loosely as an approximation of the option’s probability of expiring in the money.
Basis Points (bps)
A unit equal to 1/100th of a percentage point (0.01%), used to express small differences in rates, yields and spreads precisely — e.g. "the spread widened 25 bps."
Yield Curve
A plot of interest rates across different maturities for similarly-rated debt (typically government bonds). An inverted yield curve (short-term rates above long-term) has historically preceded recessions.
Credit Spread
The extra yield a bond offers over a comparable risk-free benchmark (usually a government bond), compensating investors for credit and liquidity risk. Spreads widen when credit risk or market stress increases.
Sales & Trading (S&T)
The division that intermediates markets for institutional clients: sales covers investor relationships, traders make markets and manage the firm’s resulting risk. Distinct career track from IB with its own interview style (markets knowledge, mental maths, probability).
Buy Ticket / Sell Ticket (Long / Short)
Being long means owning exposure that profits if the price rises; being short means having sold borrowed exposure that profits if the price falls. The basic vocabulary of every markets seat.
Hedging
Taking an offsetting position to reduce an unwanted risk — e.g. shorting index futures against a long stock book to strip out market beta, or an exporter selling currency forwards against future receivables.
Derivatives
Contracts whose value derives from an underlying asset or rate — futures, forwards, options, swaps. Used for hedging, leverage and expressing views that cash instruments cannot.
Duration
A bond’s price sensitivity to interest-rate changes, expressed in years — a 5-duration bond loses roughly 5% of value per 100bps rise in rates. The first-order risk measure in fixed income.
Carry Trade
Earning the spread between a higher-yielding asset and a lower-cost funding source — classically borrowing a low-rate currency to buy a high-rate one. Profitable until the exchange rate moves against the position.
VaR (Value at Risk)
A statistical estimate of the maximum loss a portfolio should suffer over a horizon at a confidence level (e.g. 95% one-day VaR of $10m). The standard, and much-criticised, desk risk metric.
Liquidity
How quickly and cheaply an asset can be traded in size without moving its price. Tight spreads and deep order books signal high liquidity; illiquidity is a return premium and a risk in stress.

Product & Tech

Product Manager (PM, Tech)
The role responsible for defining what a product team builds and why — translating user needs and business goals into a prioritised roadmap, working across engineering, design and data.
Behavioural Interview (PM)
An interview format testing how a candidate has handled real situations — leadership, conflict, ambiguity, failure — usually structured around the STAR method (Situation, Task, Action, Result).
Product Sense Interview
A PM interview format testing a candidate’s judgement on product design and prioritisation — e.g. "design a feature for X" or "how would you improve Y" — evaluated on structure, user empathy and trade-off reasoning, not a single correct answer.

Restructuring

Restructuring
The renegotiation or reorganisation of a distressed company’s capital structure — out of court (consensual amendments, exchanges) or in court (Chapter 11 in the US, administration or schemes/plans in the UK) — to restore solvency.
Chapter 11
The US court-supervised reorganisation process in which a debtor continues operating while restructuring its obligations under a plan voted on by creditor classes and confirmed by the court.
Fulcrum Security
The security in the capital structure where the enterprise value "runs out" — the class that is partially recovered and typically converts into ownership of the reorganised company. Identifying the fulcrum is the core of distressed investing.
Recovery Waterfall
The order in which value is distributed in a restructuring or liquidation: secured creditors, then unsecured, then subordinated, then preferred, then equity — each class paid in full before the next receives anything (absolute priority).
Debtor-in-Possession (DIP) Financing
New financing extended to a company in Chapter 11, typically with super-priority status over existing claims, to fund operations through the process.
Distressed Debt
Debt trading at a deep discount because the market doubts full repayment. Distressed investors buy it to earn outsized yield on a recovery, or to convert it into control of the restructured company via the fulcrum.
Exchange Offer
An out-of-court restructuring in which creditors voluntarily swap existing bonds for new securities — often with longer maturity, different coupon, or a haircut — to avoid a formal insolvency process.
Interest Coverage Ratio
EBITDA (or EBIT) divided by interest expense — the standard measure of how comfortably a company services its debt. Coverage approaching 1x is a classic distress signal.

Deal Process

Letter of Intent (LOI)
A preliminary, mostly non-binding document in which a buyer sets out proposed price and key terms before confirmatory diligence and definitive documentation. In public M&A the equivalent stage is an indicative proposal.
Exclusivity
A negotiated period during which a seller agrees to deal with one bidder only. Granting it is a major inflection in a sale process — the seller trades competitive tension for speed and certainty.
Due Diligence
The buyer’s structured investigation of a target across workstreams — commercial, financial, legal, tax, operational, technology — to validate the investment thesis and price before signing.
Quality of Earnings (QoE)
A diligence report, usually by an accounting firm, that tests how sustainable and cash-backed a target’s reported EBITDA is — normalising one-offs, owner costs and aggressive recognition. Central to price negotiations in private deals.
SPA (Sale & Purchase Agreement)
The definitive contract for a private M&A transaction, covering price, adjustments (working capital, net debt), warranties, indemnities and closing conditions.
Signing vs. Closing
Signing is when the definitive agreement is executed; closing is when ownership and money actually transfer, after conditions (regulatory approvals, financing) are satisfied. The gap can run from days to a year-plus.
Earnout
Deferred, contingent purchase price paid only if the target hits agreed post-closing milestones (revenue, EBITDA). Bridges valuation gaps between buyer and seller — and is a notorious source of post-closing disputes.
Working Capital Adjustment
A purchase-price mechanism truing up for the difference between actual working capital delivered at closing and a negotiated normal level — preventing sellers from stripping cash out of the business via receivables and payables timing.
MAC / MAE Clause
Material Adverse Change/Effect — a contractual provision letting a buyer walk away if the target suffers a sufficiently severe deterioration between signing and closing. Heavily negotiated and rarely successfully invoked.
Break Fee
A fee payable if a signed deal fails in specified ways — a target break fee if the seller takes a better offer, or a reverse break fee if the buyer cannot close (often for financing or antitrust reasons).

Buyside Landscape

Growth Equity
Minority or control investments in fast-growing, usually profitable-or-near companies, between venture capital and buyouts — less leverage than an LBO, more traction than VC. Firms include General Atlantic, TA, Insight, Summit.
Venture Capital
Early-stage minority investing in high-growth companies, underwritten on a power-law basis: most investments fail or tread water, and a few outliers return the fund.
Family Office
A private investment firm managing a wealthy family’s capital. Increasingly active in direct deals, often with longer hold horizons and fewer fund-structure constraints than institutional PE.
Sovereign Wealth Fund (SWF)
A state-owned investment fund (e.g. GIC, ADIA, PIF, Temasek, Norway’s GPFG). Major LPs in private funds and, increasingly, direct and co-investors in large deals.
Fund of Funds
A vehicle that invests in a portfolio of other funds rather than directly in companies, offering LPs diversification and access at the cost of a second layer of fees.
Co-Investment
A direct investment by an LP alongside a fund in a specific deal, typically on reduced or zero fee/carry — attractive to LPs, and used by GPs to write larger equity cheques than the fund alone could.
Secondaries
The market for buying and selling existing private-fund stakes (LP-led) or for GPs moving assets into continuation vehicles (GP-led). Provides liquidity in an otherwise illiquid asset class; one of the fastest-growing corners of private markets.
Continuation Vehicle
A new fund a GP raises to buy one or more assets from its own older fund, letting existing LPs cash out or roll over while the GP keeps managing the asset. The dominant GP-led secondary structure.
Private Credit
Non-bank direct lending to companies — unitranche, senior secured, mezzanine — by funds rather than banks. Grew rapidly as banks retreated from leveraged lending; now a primary financing source for mid-market LBOs.
Unitranche
A single-tranche loan blending senior and junior risk into one instrument at a blended rate, provided by private credit funds. Simplifies mid-market LBO capital structures versus separate senior/mezzanine layers.

Asset Management

Assets Under Management Fee (Management Fee)
The recurring fee (typically 0.5-2% annually) charged on managed assets regardless of performance — the stable revenue base of asset managers, versus performance fees which fluctuate.
Active vs. Passive
Active managers pick securities to beat a benchmark; passive funds replicate an index at minimal cost. The multi-decade shift of flows from active to passive reshaped the economics of the entire asset management industry.
Benchmark
The index a fund’s performance is measured against (S&P 500, MSCI World, a blended bond index). Alpha is return above the benchmark, adjusted for the risk taken.
Tracking Error
The volatility of a portfolio’s return differences from its benchmark — a measure of how actively a fund deviates. Low tracking error with high fees is the classic "closet indexing" criticism.
Sharpe Ratio
Excess return over the risk-free rate divided by volatility — the standard measure of risk-adjusted performance. A Sharpe above 1 over long periods is considered strong for most strategies.
Drawdown
The peak-to-trough decline in a portfolio’s value. Maximum drawdown is a key risk statistic, and recovering from one requires a proportionally larger gain (a 50% drawdown needs +100% to break even).

Knowing the definition is not the same as using it.

Anyone can memorise a glossary. A discovery session works out whether you can deploy these terms under pressure, which is the only version that counts in an interview.