|U|
| M&A Term | Definition | Note |
| Unlevered Beta | a measure of Beta reflecting a capital structure without debt. Also known as asset beta. Contrast with Levered Beta | N7 |
| Unlevered Cost of Capital | the expected Rate of Return that the market requires in order to attract funds to a particular investment, assuming an unlevered Capital Structure. See also Weighted Average Cost of Capital | N7 |
| Unsystematic Risk | risk specific to an individual security that can be eliminated through diversification. Also known as idiosyncratic risk or diversifiable risk. Contrast with Systematic Risk | N7 |
| UCITS | Undertakings for Collective Investments in Transferable Securities. The UCITS legislation governs how a fund can be marketed within the European Union and is designed to allow cross-border fund sales to investors of different nationalities. To obtain UCITS status a fund must invest within defined but wide parameters. | N6 |
| UK Society of Investment Professionals (UKSIP) | UK member society of the CFA Institute. Formed by a merger between the Institute of Investment Management and Research (IIMR) and the London Society of Investment Professionals (LSIP). | N6 |
| UKIPS | See United Kingdom Investment Performance Standard. | N6 |
| UKSIP | See UK Society of Investment Professionals. | N6 |
| unauthorised unit trust | Unit trust that is suited to the needs of institutional investors but cannot be marketed to the general public. | N6 |
| underlying security | Shares (or other securities) on which a derivative instrument is based. | N6 |
| underperformance | See outperformance. | N6 |
| undersubscribed | Situation where the demand for a new issue of securities is less than the number of shares issued. This is sometimes referred to as an under-booking. | N6 |
| undervalued | See overvalued. | N6 |
| underweight | a. Exposure to a specific asset (or asset class) which is lower than the proportion it represents in the benchmark against which the portfolio is measured. (See also overweight.) b. Specific rating within a three-part credit rating system which indicates whether a fixed income security should be bought (overweight), sold (underweight) or held (marketweight). (See also overweight, marketweight.) | N6 |
| underwriting | Guarantee by an investor (usually an investment bank) to a company issuing new shares or bonds that it will buy any remaining shares or bonds that are not bought by other investors. For providing this service, the underwriter will receive a fee but bears the risk that investors will not fully take up the issue and the underwriter will be left with a large holding of stock. | N6 |
| United Kingdom Investment | Performance Standard (UKIPS) Incorporates GIPS and replaces the Pension Fund Investment Performance Codes (PFIPC). This has been approved by the National Association of Pension Funds (NAPF). (See also GIPS.) | N6 |
| unit-linked fund | Pooled fund usually operated by an insurance company or investment manager where the value of an investor’s holding in the fund is represented by the number of units held multiplied by the unit price. | N6 |
| unit price | Value of a pooled fund unit, which may be a bid, offer or mid price. The unit price is determined by reference to the net asset value of the fund. Units may be “accumulation”, where income distributions are reinvested, or “distribution”/“income”, where income is paid away to unit holders. | N6 |
| unit trust | Pooled fund that is established under trust law in the UK. Unit trusts may be authorised or unauthorised. Only authorised unit trusts may be advertised for sale to the general public. The unit trust will create and cancel units as investors invest and disinvest — the number of units in existence from time to time will therefore vary and it is not necessary for buyers to be matched with sellers. | N6 |
| universe | Term sometimes used to describe the total number of operators or competitors in a particular field, or the number of available stocks from which a portfolio is selected. Investment manager performance surveys are also referred to in this way. | N6 |
| unlisted (stock) | Company that is not available for purchase or sale through the stock market. | N6 |
| unrealised profit/loss | The expected gain/loss on an investment which remains unrealised until the investment or underlying securities have been cash settled. | N6 |
| unsecured debt | Debt obligation with no collateral, and backed only by the debtor’s creditworthiness. | N6 |
| unwind | Reversal of an investment decision. For instance, an investor who has bought a share can unwind the position by selling the share. | N6 |
| upper quartile | See top quartile. | N6 |
| UK GAAP / Generally Accepted Accounting Principles | the generally accepted accounting principles in the UK. This term refers to UK accounting law and accounting principles applicable in UK. | N5 |
| Unsecured Debt | debts which don’t have any priority or security in case of dissolution of the company and sale of its assets. | N5 |
| USP (Unique Selling Point/Proposition) | A marketing terms used to illustrate point or points of differentiation of a product or services from its competitors. For example the only product of its kind, the first of its kind, highest cost, best quality etc. | N5 |
| Underwriter | usually an investment bank that manages and underwrites the public issue of shares or bonds. As part of this, the bank promises to buy any shares that are not placed on the stock exchange | N4 |
| Underlying | Underlying asset on which a derivative is based. | N2 |
| Undertaking | Contractual obligation. | N2 |
| Unfriendly Takeover | see Hostile Takeover. | N2 |
| Upside (Potential) | Potential increase in value of an investment; more generally any advantage or benefit. | N2 |
| Upstream Loan | Loan granted by a subsidiary to the parent company, e.g. in the context of a Cash Pool. An upstream loan is more problematic in legal terms than a Downstream Loan. | N2 |
| Upstream Merger | Merger of a subsidiary into its parent company; the opposite is a Downstream Merger. The merger of two sister companies is a Sidestep Merger. | N2 |
| Upstream Security | Loan collateral provided by a subsidiary to the parent company; legal restrictions must be observed in such situations. | N2 |
| US GAAP | GAAP. | N2 |
| UK Competition Commission | an independent statutory body that shares responsibility with the Office of Fair Trading (OFT) to investigate and report on issues affecting competition, antitrust and trade, Mergers, markets and certain functions concerning major regulated industries in the UK. In 2014, the UK Competition Commission (along with the OFT) will be replaced by the Competition and Markets Authority. See Competition Commission. | N1 |
| UK Takeover Code | the set of general principles and rules which establish the framework for Public Company Takeover transactions in the UK, “developed since 1968 to reflect the collective opinion of those involved in the field of Takeovers as to appropriate business standards and as to how fairness to shareholders and an orderly framework for Takeovers can be achieved” (according to the UK Takeover Panel). Also known as the City Code and the Blue Book. | N1 |
| UK Takeover Panel | the Panel on Takeovers and Mergers, the body that administers the UK Takeover Code and supervises/regulates Takeovers and other matters to which the UK Takeover Code applies | N1 |
| UKLA | acronym for the United Kingdom Listing Authority, the competent authority for listing on the LSE. Part of the FSA. | N1 |
| Uncertificated | where a Share or other Security is held in electronic form with a Depositary rather than in physical Share certificates. Compare Certificated. See also American Depositary Receipt and American Depositary Shares. 1. (HKG) more commonly known as Scripless |
N1 |
| Unconditional As To Acceptances | where a Bidder’s Offer receives enough acceptances in respect of the Offeree shareholders’ voting rights, to allow the UK public Takeover process to continue. Under the City Code, upon an Offer becoming Unconditional As To Acceptances, Withdrawal Rights are usually no longer available. The equivalent concept exists under the HK Takeovers Code. See also Wholly Unconditional. | N1 |
| Under Water | when a Convertible Security or Option has a higher Exercise Price than the market value of its underlying Securities, so that conversion or exercise is uneconomic | N1 |
| Underwriters | the Investment Banks that buy Securities in the initial purchase from the Issuer and then immediately resell them to the public in a public offering 1. (US) more technically, and in brief, Section 2(a)(11) of the Securities Act defines an Underwriter as any person who has purchased a Security from an Issuer or a controlling person of an Issuer with a view to distributing the Security 2. (HKG) Underwriters in Hong Kong typically agree to procure subscribers or purchasers for the Securities, and in the event any Securities are not so subscribed or purchased, the Underwriters severally subscribe or purchase the unsold Securities |
N1 |
| Underwriting Agreement | the contract pursuant to which Underwriters agree to purchase Securities from an Issuer | N1 |
| Unilateral Offer | another word for an Unsolicited Offer | N1 |
| Unilateral Takeover | see Hostile Takeover | N1 |
| Unilateral Tender Offer | another name for an Unsolicited or Hostile Tender Offer | N1 |
| Unitary Merger | another name for a One Step Merger | N1 |
| Unocal/Unitrin Doctrine | shorthand for the two principal Delaware cases that establish the permissible limits under Delaware Fiduciary Duty principles of a Board of Directors adopted Takeover Defenses. Like the Revlon Doctrine, the Unocal/Unitrin Doctrine refers both to a standard of enhanced judicial review and a substantive standard by which Board conduct is measured. In the first usage, the Unocal/Unitrin Doctrine means that a court will not afford a Target’s Board the favorable presumptions of the Business Judgment Rule. In its substantive usage, the Unocal/Unitrin Doctrine means that a Board is permitted to adopt a Takeover Defense in compliance with its Fiduciary Duties only if there is a reasonable and legally cognizable Threat to the company and its stockholders, the Takeover Defense is reasonable in relation to the Threat (also called proportional), and the Takeover Defense is neither Coercive or Preclusive. See Unocal v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985); Unitrin v. Am. General (In re Unitirin, Inc. S’holders Litig.), 651 A.2d 1361 (Del. 1995). | N1 |
| Unsolicited | see Unsolicited Takeover | N1 |
| Unsolicited Takeover | a less charged substitute for the adjective Hostile. The term is used to describe an Acquisition Proposal (as in an Unsolicited Bid), or a Bidder (as in Unsolicited Bidder) that makes an Unsolicited Bid. However, if a Target were to discuss, or negotiate on the basis of, an Unsolicited Bid, any resulting proposals and any resulting Combination would not be characterized as Unsolicited because of the Target’s active engagement in negotiating Bid terms. | N1 |
| Upside | estimated increase in the value of a Share price or, of a business’s profitability, as a result of a particular transaction | N1 |
| Upside Collar | an Exchange Ratio Collar that applies in the event of an increase in the market price of the Buyer’s Stock | N1 |
| Upstream Guarantee | a subsidiary grants a guarantee to its Holding Company | N1 |
| Upstream Loan | a subsidiary grants a loan to its Holding Company or a company to its shareholders | N1 |
| Upstream Merger | a subsidiary is merged into its Holding Company | N1 |
| USA Patriot Act | acronym for the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended from time to time | N1 |
| Use of Proceeds | the specification in the Term Sheet (or Prospectus or Offering Memorandum) of how the proceeds of the financing will be used, and a Borrower’s Representation and Warranty and Covenant in a Credit Agreement (or an Issuer in an Underwriting Agreement) affirming this is in fact where proceeds will go | N1 |
Reference
N1: referring to The Book of Jargon – Global Mergers & Acquisitions, first edition, the Latham & Watkins, available at https://www.lw.com/admin/Upload/Documents/BoJ_Global_MandA-locked-March-2015.pdf.
N2: referring to Glossary of Key M&A and Corporate Terms, 4th edition, Dr Anne Meckbach and Dr Tobias Grau, available at https://cms.law/en/deu/publication/glossary-of-key-m-a-and-corporate-terms-2020.
N3：referring to M&A Dictionary, Global PMI Partners, available at https://gpmip.com/dictionary/.
N4：referring to M&A jargon demystified, KPMG, available at https://issuu.com/kpmg_be/docs/kpmg_m_a_vakjargon_en_digital.
N5: referring to Simple Guide to M&A Terminology and Jargon, Lucas & Weston Ltd., available at https://uploads-ssl.webflow.com/5708da760dd2dc033a78bd13/5b7ea45f3dbc72645fbee4b2_L%26W%20-%20M%26A%20Glossary.pdf.
N6：referring to INVESTMENT DICTIONARY, MARSH & McLENNAN COMPANIES, available at https://www.mercer.com/content/dam/mercer/attachments/europe/Netherlands/ic-dictionary-mercer.pdf.
N7: referring to International Valuation Glossary—Business Valuation, November 2021, jointly published by ASA, CBV Institute, RICS and TAQEEM, available at https://www.appraisers.org/docs/default-source/default-document-library/international-business-valuation-glossary_en_final.pdf?sfvrsn=e37c69d4_2.
The above information is collected from the Internet and reorganized for the purposes of learning and sharing only and not for any other purposes. It can not be guaranteed to be error-free.