401（K） Plan: Type of qualified retirement plan in which employees make salary reduced, pre-tax contributions to an employee trust. In many cases, the employer will match employee contributions up to a specified level.
- A -
"A" Round : A financing event whereby venture capitalists invest in a company that was previously financed by founders and/or angels. The "A" is from Series "A" Preferred stock. See "B" round.
Accredited Investor: Defined by Rule 501 of Regulation D, an individual （i.e. non-corporate） "accredited investor" is either a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase OR a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year. For the complete definition of accredited investor, see the SEC website.
Accrued Interest: The interest due on preferred stock or a bond since the last interest payment was made.
Acquisition: The process of gaining control, possession or ownership of a private portfolio company by an operating company or conglomerate.
ACRS: Accelerated Cost Recovery System. The IRS approved method of calculating depreciation expense for tax purposes. Also known as Accelerated Depreciation.
Adjustment Condition: An adjustment condition occurs if the company does not close on an equity investment in the company for a minimum of $xxx, net of brokerage fees, on or before a series of other predetermined events, i.e. delivery of term sheet to preferred stockholders.
ADR: American Depositary Receipt （ADR's）. A security issued by a U.S. bank in place of the foreign shares held in trust by that bank, thereby facilitating the trading of foreign shares in U.S. markets.
Advisory Board: A group of external advisors to a private equity group or portfolio company. Advice provided varies from overall strategy to portfolio valuation. Less formal than a Board of Directors.
Allocation: The amount of securities assigned to an investor, broker, or underwriter in an offering. An allocation can be equal to or less than the amount indicated by the investor during the subscription process depending on market demand for the securities.
Alternative Assets: This term describes non-traditional asset classes. They include private equity, venture capital, hedge funds and real estate. Alternative assets are generally more risky than traditional assets, but they should, in theory, generate higher returns for investors.
Amortization: An Accounting procedure that gradually reduces the book value of a tangible or a definite intangible asset through periodic charges to income.
AMT: Alternative Minimum Tax. A tax designed to prevent wealthy investors from using tax shelters to avoid income tax. The calculation of the AMT takes into account tax preference items.
Angel Financing: Capital raised for a private company from independently wealthy investors. This capital is generally used as seed financing.
Angel Groups: Organizations, funds and networks formed for the specific purpose of facilitating angel investments in start-up companies.
Angel Investor : A person who provides backing to very early-stage businesses or business concepts. Angel investors are typically entrepreneurs who have become wealthy, often in technology-related industries.
Antidilution provisions: Contractual measures that allow investors to keep a constant share of a firm's equity in light of subsequent equity issues. These may give investors preemptive rights to purchase new stock at the offering price. [See Full Ratchet and weighted Average]
Archangel : Usually an outsider hired by a syndicate of angel investors to perform due diligence on investment opportunities and coordinate allotment of investment duties among members. Archangels typically have no financial commitment to the syndicate.
Asset-backed loan: Loan, typically from a commercial bank, that is backed by asset collateral, often belonging to the entrepreneurial firm or the entrepreneur.
Automatic conversion: Immediate conversion of an investor's priority shares to ordinary shares at the time of a company's underwriting before an offering of its stock on an exchange.
Average IRR: The arithmetic mean of the internal rate of return. www.qidian55.com
- B -
"B" Round: A financing event whereby professional investors such as venture capitalists are sufficiently interested in a company to provide additional funds after the "A" round of financing. Subsequent rounds are called "C", "D", and so on.
Balance Sheet: A condensed financial statement showing the nature and amount of a company's assets, liabilities, and capital on a given date.
Bankruptcy: An inability to pay debts. Chapter 11 of the bankruptcy code deals with reorganization, which allows the debtor to remain in business and negotiate for a restructuring of debt.
Barbell Strategy: Investment strategy by limited partners that primarily make commitments to buyout firms on （1） the micro/small and （2） the large/mega ends of the market; while mostly eschewing the vast array of middle-market opportunities.
BATNA （best alternative to a negotiated agreement）: A no-agreement alternative reflecting the course of action a party to a negotiation will take if the proposed deal is not possible.
Bear Hug: An offer made directly to the Board of Directors of a target company. Usually made to increase the pressure on the target with the threat that a tender offer may follow.
Benchmarking: Comparing returns of a portfolio to the returns of its peers; in private equity, fund performance is benchmarked against a sample of funds formed in the same vintage year with the same investment focus.
Best Efforts: An offering in which the investment banker agrees to distribute as much of the offering as possible, and return any unsold shares to the issuer.
Blue Sky Laws: A common term that refers to laws passed by various states to protect the public against securities fraud. The term originated when a judge ruled that a stock had as much value as a patch of blue sky.
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，风险投资常用术语英英解释