Acquisition—When a company acquires another company, it is called making an acquisition.
Arbitrage—For our purposes the buying of a stock on one date and having an offer to sell it to someone else at a higher price on a future date.
Arbitrageurs—People who engage in arbitrage for a living.
Company with a durable competitive advantage—A company that has a product or line of products that don’t change over time, that owns a piece of the consumer’s mind, and that has superior long-term economics working in their favor. Often it is a consumer products company, but there are many exceptions, especially in the service industries. These are the kinds of companies that Warren loves to invest in for the long term.
Convertible debt—A bond or preferred shares that are convertible into the common stock of the company.
Debentures—In the U.S. an unsecured corporate bond. In the UK debentures are secured.
Dutch auction—A method of making a tender offer within a specific price range set by the company making the tender. However, a Dutch auction forces the party tendering the stock to name the price it will tender at. The buyer will then pay the lowest price possible in the set price range that will allow him to acquire all the shares he intended to buy.
Friendly merger—A merger in which both companies and their respective boards agree to the merger.
Hostile takeover—An unfriendly merger where the target company’s board has refused to merge with the hostile raider and the raider has gone around the target’s board directly to the shareholders of the target.
Leverage—Borrowed money. If we borrow money to buy stocks we are using leverage. In the UK it is called gearing.
Liquidations—A process of selling off the assets of the company.
Merger—When two companies join together and become a single company.
Merger agreement—The agreement between two merging companies that spells out the terms of the merger.
Proxy statement—Whenever a U.S. company is soliciting shareholder votes it must send out to its shareholders a proxy statement, which is also filed with the SEC as Form DEF 14A. The proxy statement will spell out the voting procedure and information, the background information on the company’s board, the board’s compensation, and the executive compensation.
Proxy voting—A procedure for delegating to another member of the voting body the right to vote an absent member’s vote. The person assigning his vote is called the principle and the person receiving the assignment is called a proxy.
Reorganizations—For our purposes this is where a corporation reorganizes as either a royalty trust or a master limited partnership. It can also mean a company reorganizing its finances.
SEC—An abbreviation for the U.S. Securities and Exchange Commission, which is a federal agency that governs security transactions. Their domain includes mergers and acquisitions and any accompanying tender offers.
Self-tender offers—This is where a company buys back its own shares by making an offer to buy a large number of shares directly from its shareholders at either a fixed price or by a Dutch auction.
Spin-off—This is where a conglomerate spins off one of its many companies to its shareholders as a new publicly traded company.
Tender offer—An offer to buy a specific amount of a company’s stock within a specific time period, either at a fixed price or by a Dutch auction.