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Reference
Australian Owner-Led
M&A
Glossary
A specialist reference for business owners selling Australian companies valued up to $20M.
Advisor fees
Break-up fee
Engagement fee
Fixed fee
Hourly billing
Modified Lehman formula
Retainer
Success fee
Tail provision
Australian tax
Active asset test
CGT discount
Division 7A
GST treatment (going concern)
Scrip-for-scrip rollover
Small business CGT concessions
Stamp duty
Buyer types
Family office
Financial buyer
Independent sponsor
Private equity
Search fund
Strategic buyer
Deal structure
Asset sale
Conditions precedent
Exclusivity period
Heads of agreement
Share sale
Term sheet
Due diligence
Commercial due diligence
Cybersecurity due diligence
Data room
Disclosure letter
ESG due diligence
Financial due diligence
Legal due diligence
Quality of earnings
Vendor due diligence
Financial concepts
Adjusted EBITDA
EBITDA
Enterprise value
Equity value
Free cash flow
Multiple
Net debt
Normalised EBITDA
Post-completion
Change of control
Earn-in
Indemnification escrow
Leakage
Longstop date
Set-off rights
Transition services agreement
Price and consideration
Completion accounts
Earnout
Escrow
Holdback
Locked-box mechanism
Rollover equity
Working capital adjustment
Working capital peg
Regulatory approvals
ACCC merger clearance
FIRB approval
National security business
Substantial interest
Restraint of trade
Blue pencil doctrine
Cascading restraint
Goodwill (restraint context)
Non-compete
Non-solicitation
Restraint of trade
Sector
Allied health
Annual recurring revenue
Average revenue per user
Bulk billing concentration
Churn rate
Customer acquisition cost
Customer lifetime value
Fee earner
Gross retention
Lockup
Medicare provider number
Monthly recurring revenue
NDIS exposure
Net revenue retention
Same-store sales
Work in progress
Warranties and indemnities
Anti-sandbagging
Deemed disclosure
Fair disclosure
Indemnity
Indemnity basket
Joint and several liability
Knowledge qualifier
Liability cap
Material Adverse Effect
Materiality qualifier
Misleading or deceptive conduct
No-reliance clause
Repetition of warranties
Sandbagging
Several liability
Specific indemnity
Survival period
Tax indemnity
W&I insurance
Warranty