Advacc HW

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1. Merger of equals - are a means for companies to combine with no designated “acquirer.” Instead, the companies publicly proclaim that this is a strategic combination without the need for such formalities. 2. True merger - are a means for companies to combine with no designated “acquirer.” Instead, the companies publicly proclaim that this is a strategic combination without the need for such formalities. 3. Contingent consideration - is an obligation of the acquiring entity to transfer additional assets or equity interests to the former owners of an acquiree. The amount of this consideration can be significant, depending on the subsequent performance of the acquiree. 4. Fair value - is the price that two parties are willing to pay for an asset or liability, preferably in an active market. 5. Fair market value - Fair market value is the price that two parties are willing to pay for an asset or liability, given the following conditions: a. Both parties are well informed about the condition of the asset or liability; b. Neither party is under undue pressure to buy or sell the item; and c. There is no time pressure to complete the deal. 6. Net realizable value - is the estimated selling price of inventory, minus its estimated cost of completion and any estimated cost to complete its sale. Thus, it is the net amount realized from the sale of inventory. Net realizable value does not necessarily equal fair value. In the case of accounts receivable, net realizable value means the debit balance in the asset account Accounts Receivable minus the credit balance in the contra asset account Allowance for Uncollectible Accounts. 7. Spin-off - The creation of an independent company through the sale or distribution of new shares of an existing business or division of a parent company. 8. Roll-up transaction - occurs when investors (often private equity firms) buy up companies in the same market and merge them together. Roll-ups combine multiple small companies into something bigger and better to be able to enjoy economies of scale.

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Transcript of Advacc HW

1. Merger of equals - are a means for companies to combine with no designated acquirer. Instead, the companies publicly proclaim that this is a strategic combination without the need for such formalities.2. True merger - are a means for companies to combine with no designated acquirer. Instead, the companies publicly proclaim that this is a strategic combination without the need for such formalities.3. Contingent consideration - is an obligation of the acquiring entity to transfer additional assets or equity interests to the former owners of an acquiree. The amount of this consideration can be significant, depending on the subsequent performance of the acquiree.4. Fair value - is the price that two parties are willing to pay for an asset or liability, preferably in an active market.5. Fair market value - Fair market value is the price that two parties are willing to pay for an asset or liability, given the following conditions:

a. Both parties are well informed about the condition of the asset or liability;

b. Neither party is under undue pressure to buy or sell the item; and

c. There is no time pressure to complete the deal.6. Net realizable value -is the estimated selling price of inventory, minus its estimated cost of completion and any estimated cost to complete its sale. Thus, it is the net amount realized from the sale of inventory. Net realizable value does not necessarily equal fair value. In the case of accounts receivable, net realizable value means the debit balance in the asset account Accounts Receivable minus thecredit balancein thecontra asset accountAllowance for Uncollectible Accounts.7. Spin-off - The creation of an independent company through the sale or distribution of new shares of an existing business or division of a parent company.8. Roll-up transaction - occurs when investors (often private equity firms) buy upcompanies in the same market and merge them together.Roll-ups combine multiple small companies into something bigger and better to be able to enjoy economies of scale.9. Negative goodwill - is the difference between the price an acquirer pays for an acquiree and the fair market value of the acquiree's assets, when the fair market value exceeds the price paid.10. Acquirer The entity that obtains control of the acquiree.11. Contingent asset -is a possible asset arising from past events and that will be confirmed only by future events not under an entity's control.12. Contingent liability - is either a possible obligation arising from past events and depending on future events not under an entity's control, or a present obligation not recognized because either the entity cannot measure the obligation or settlement is not probable.13. Business combination achieved in stages - occurs when the acquiring entity obtains control over an entity for which it already held a non-controlling interest.14. Business under common control - is where all of the combining entities (or businesses) are ultimately controlled by the same party or parties, both before and after the business combination and that control is not transitory.15. Business combination achieved without transfer of consideration - when an acquirer gains control of an acquiree whose fair value is greater than the consideration paid for it,16. Pre-existing relationship - the acquirer and the acquiree have a business relationship prior to the date of acquisition.17. Staplee arrangement - A pre-arranged financing package offered to potential bidders in an acquisition.18. Acquisition-related cost - are costs the acquirer incurs to effect a business combination.19. Indemnification of assets - Indemnification provisions are usually included in the voluminous closing documents necessary to effect a business combination.20. Reacquired rights - a specific exception to the ... gain/loss must be accounted separately from the business combination.21. Reverse acquisition - is an acquisition in which the entity issuing securities is designated as the acquiree for accounting purposes.22. Non-controlling interest - is the portion of equity ownership in a subsidiary not attributable to the parent company, who has a controlling interest (greater than 50% but less than 100%) and consolidates the subsidiary's financial results with its own.23. Horizontal vs vertical integration Horizontal integration occurs when two businesses merge that produce goods or services at the same level in the value chain. This can result in the creation of a monopoly or oligopoly. While vertical integration is an arrangement in which the supply chain of a company is owned by that company. Usually each member of the supply chain produces a different product or (market-specific) service, and the products combine to satisfy a common need.24. Conglomerate vs circular combination Conglomerate is a combination of two or more corporations engaged in entirely different businesses that fall under one corporate group, usually involving a parent company and many subsidiaries. Often, a conglomerate is a multi-industry company. Conglomerates are often large and multinational. While a circular combination type involves different business units coalesce themselves under a single management. For instance, a shoes industry combining with cloth and sugar industry exemplifies mixed combination. The key objective of this benefit is securing the benefits of administrative ability by the way of common management.25. Statutory merger - A merger in which one corporation remains as a legal entity, instead of a new legal entity being formed.26. Statutory consolidation - A merger in which a new corporate entity is created from the two merging companies, which cease to exist.27. Control - When one shareholder or a group acting in kind holds a high enough percentage of ownership in a company to enact changes at the highest level.28. Acquiree - the business or businesses that the acquirer obtains control of in a business combination29. Business - an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants30. Business combination - a transaction or other event in which an acquirer obtains control of one or more businesses.