Glossaire M&A et Private Equity

Treasury Bonds (OAT) are debt securities issued by the French government to finance its long-term needs. These bonds, generally issued for durations ranging from 2 to 50 years, offer investors a fixed return in the form of annual coupons. OATs are considered safe investments due to the financial solidity of the issuing state. They are listed on financial markets and can be bought and sold by investors, thus offering a certain level of liquidity. OATs play a crucial role in public debt management and are often used as a benchmark for long-term interest rates in France. They attract a wide range of investors, including financial institutions, pension funds, and individuals, due to their security and stable returns.

Inflation-Indexed Treasury Bonds (OATi) are debt securities issued by the French government, whose principal and interest are adjusted according to inflation. Designed to protect investors against the loss of purchasing power, these bonds offer inflation protection by indexing their value to the Harmonized Index of Consumer Prices (HICP) of the eurozone. OATi are particularly attractive to institutional investors and fund managers seeking secure, inflation-indexed investments. They play a crucial role in public debt management and the diversification of investment portfolios. By offering protection against inflation, OATi help stabilize the real returns of investors while allowing the state to benefit from favorable financing conditions.

A bond is a financial instrument representing a debt contracted by an entity, usually a company or a government, towards an investor. When an entity issues a bond, it commits to repaying the borrowed amount, called the principal, at a specified future date, known as the maturity date. In return, the issuer pays periodic interest, called coupons, to the investor until maturity. Bonds are considered fixed-income investments due to the regularity of interest payments. They are often used to finance long-term projects or to refinance existing debts. Bonds can be listed on the stock exchange, and their value can fluctuate based on interest rates, the issuer’s creditworthiness, and general economic conditions. They offer a more stable and less risky alternative compared to stocks, although the risk of default still exists.

A Treasury Bond (OAT) is a type of debt security issued by the French government to finance its long-term cash needs. OATs are fixed or variable rate bonds, generally issued with maturities ranging from 2 to 50 years. They are considered safe investments because they are guaranteed by the state. OATs are listed on the stock exchange and can be bought and sold on the secondary market, thus offering some liquidity to investors. The interest paid to OAT holders is generally paid annually. These bonds are often used by institutional investors, such as pension funds and insurance companies, to diversify their portfolios and obtain stable returns. In summary, OATs play a crucial role in government financing and are a favored investment instrument for their security and predictability.

A Covered Bond, also known as a « Covered Bond » in English, is a debt instrument issued by a financial institution, typically a bank, and secured by a pool of high-quality assets, often mortgage loans or public sector loans. Unlike traditional bonds, covered bonds offer dual protection to investors: on one hand, they have a claim on the issuer, and on the other hand, they benefit from a guarantee on the underlying assets. This structure reduces credit risk and makes covered bonds particularly attractive to investors seeking safe investments. In the event of the issuer’s default, the underlying assets can be used to repay the investors. Covered bonds are commonly used in Europe and are regulated by strict legislative frameworks to ensure their safety and transparency.

A Collateralized Bond Obligation (CBO) is a structured financial instrument that pools together a set of bonds of varying credit qualities into a single product. These bonds are then divided into tranches, each with a distinct level of risk and return. The higher tranches, which are less risky, offer lower returns, while the lower tranches, which are riskier, offer higher returns. The cash flows generated by the underlying bonds are used to pay the CBO holders, starting with the least risky tranches. CBOs allow investors to diversify their portfolios and choose a level of risk that suits their tolerance. However, they involve complex risks, particularly related to the quality of the underlying bonds and the tranche structure, which requires thorough analysis before investing.

A convertible bond is a hybrid financial instrument that combines the characteristics of a traditional bond and a stock. It allows its holder to receive regular interest payments while offering the possibility to convert the bond into shares of the issuing company under predefined conditions. This conversion can be advantageous if the stock price increases, thus allowing the holder to benefit from a potential capital gain. For the issuer, convertible bonds are a means of raising funds while providing an additional incentive to investors. They can also reduce the cost of borrowing compared to traditional bonds, thanks to the prospect of conversion into shares. However, they dilute the participation of existing shareholders in the event of conversion. Convertible bonds are therefore a strategic tool for companies seeking to balance debt financing and equity financing.

The Convertible Bond into New or Existing Shares (OCEANE) is a hybrid financial instrument combining the characteristics of bonds and shares. Issued by a company, the OCEANE offers investors a fixed return in the form of coupons, while giving them the option to convert the bond into shares of the issuing company at a future date and at a predetermined price. This conversion can be into new shares, thereby increasing the company’s share capital, or into existing shares, without dilution for current shareholders. The OCEANE is attractive to investors seeking a stable income with an option to participate in the capital in case of positive company performance. For the issuer, it is a flexible financing means, often at a lower cost than traditional bonds, while offering a potential reduction in future debt through conversion into shares.

A transition bond is a financial instrument issued by companies or entities seeking to finance their transition towards more sustainable and environmentally friendly practices. Unlike green bonds, which finance specifically ecological projects, transition bonds support initiatives that allow high-carbon sectors to gradually reduce their environmental footprint. These bonds are crucial for helping industries such as energy, transportation, or chemicals to adopt cleaner technologies and comply with international climate goals. Investors see them as an opportunity to support the energy transition while diversifying their portfolio with potentially profitable assets. However, transparency and rigor in the evaluation of financed projects are essential to ensure the real impact of these bonds on the ecological transition.

A hybrid bond is a financial instrument that combines characteristics of traditional stocks and bonds. It offers investors a fixed return, similar to a bond, but can also include profit-sharing elements or options to convert into shares, like stocks. Hybrid bonds are often issued by companies to raise funds while maintaining financial flexibility. They are generally subordinated, meaning that in the event of the company’s liquidation, hybrid bondholders are repaid after traditional creditors but before shareholders. These instruments are attractive to investors seeking a higher return than that of classic bonds, while accepting a higher level of risk. Hybrid bonds are commonly used in the banking and utilities sectors to strengthen equity without diluting the participation of existing shareholders.

An inflation-indexed bond is a type of debt security issued by a government or a company, whose principal and/or interest payments are adjusted according to inflation. These bonds protect investors against the loss of purchasing power due to inflation. The principal of the bond increases with inflation and decreases with deflation, based on a reference index such as the Consumer Price Index (CPI). The interest is calculated based on the adjusted principal, thus offering a constant real yield. In France, for example, inflation-indexed Treasury Bonds (OAT) are common. These instruments are particularly attractive to investors seeking to secure their capital during periods of economic uncertainty and rising prices. They are also used by fund managers to diversify portfolios and manage inflation-related risks.

A Sustainability-Linked Bond (SLB) is an innovative financial instrument designed to encourage companies to achieve specific sustainability goals. Unlike green bonds, which finance specific ecological projects, SLBs are general bonds whose conditions are linked to the issuer’s sustainability performance. Companies commit to achieving measurable and verifiable environmental, social, or governance (ESG) targets. If these objectives are not met, financial penalties, such as an increase in the interest rate, may apply. Thus, SLBs offer a direct financial incentive for companies to improve their ESG performance, while allowing investors to support sustainable practices. This mechanism enhances corporate transparency and accountability, while contributing to the transition towards a more sustainable economy.

A Redeemable Bond in Shares with Adjustable Parity (ORAPA) is a hybrid financial instrument combining characteristics of debt and equity. At issuance, the ORAPA is a traditional bond, offering regular interest payments. However, at maturity or on a predetermined date, the issuer has the option to repay the principal in company shares rather than in cash. The adjustable parity means that the number of shares to be delivered can vary based on certain predefined criteria, such as the share price on a given date or specific events. This mechanism allows the issuer to benefit from financial flexibility and potentially reduce the cost of capital repayment. For investors, the ORAPA offers an opportunity for fixed returns while providing potential exposure to the company’s stock performance.

A Redeemable Equity Bond (ORA) is a hybrid financial instrument combining characteristics of both debt and equity. When a company issues an ORA, it commits to repaying the investor not in cash, but in shares of the company at a predetermined future date. This mechanism allows the company to raise funds without immediately increasing its share capital, while offering investors an opportunity to participate in the company’s potential growth. ORAs are often used by companies in the growth phase or those seeking to improve their capital structure without immediately diluting existing shares. For investors, ORAs offer an initial fixed return, similar to a traditional bond, with the possibility of benefiting from the appreciation of the company’s shares. However, they also carry risks related to stock volatility and the company’s future performance.

The Cash and New and Existing Shares Redeemable Bond (ORNANE) is a hybrid financial instrument used by companies to raise funds. At maturity, the issuer has the option to repay the investor either in cash, new shares, existing shares, or a combination of the three. This type of bond offers increased flexibility for the issuer in terms of cash management and capital dilution. For investors, the ORNANE presents a unique risk-return profile, combining the relative security of bonds with the potential for capital gains from shares. ORNANEs are often used by growing companies or those seeking to optimize their capital structure while minimizing the dilutive impact on existing shareholders. They are listed on the stock exchange, and their value depends on both market conditions and the performance of the issuing company.

A responsible bond, also known as a green bond or sustainable bond, is a type of debt security issued by companies, governments, or other entities to finance projects that have a positive impact on the environment or society. These projects can include sustainable development initiatives, renewable energy, water management, carbon emission reduction, and other ecological or social efforts. Responsible bonds attract investors who are concerned about the environmental and social impact of their investments, while offering financial returns comparable to those of traditional bonds. They play a crucial role in mobilizing capital for sustainable projects and contribute to the transition towards a greener and more equitable economy. Issuers of these bonds often need to comply with specific standards and certifications to ensure the transparency and integrity of the financed projects.

A synthetic bond is a complex financial instrument that combines several derivatives to mimic the characteristics of a traditional bond. Unlike conventional bonds, which are debt securities issued by companies or governments, synthetic bonds are created by financial institutions to offer similar returns while allowing for greater flexibility and customization. They are often used to manage credit risk or to speculate on interest rate movements without holding the underlying asset. Synthetic bonds can include interest rate swaps, options, and other derivatives. Although they offer attractive return opportunities, they also carry significant risks, particularly in terms of complexity and transparency, making them more suitable for institutional and sophisticated investors.

A Green Bond is a type of debt security issued by companies, governments, or institutions to finance projects with a positive environmental impact. These projects can include initiatives in renewable energy, energy efficiency, sustainable management of natural resources, and carbon emission reduction. The funds raised by green bonds are specifically allocated to ecological projects, and issuers often have to provide reports on the use of the funds and the environmental results achieved. This type of bond attracts environmentally conscious investors who are eager to support sustainable initiatives while obtaining a financial return. Green bonds play a crucial role in the transition to a greener and more sustainable economy by mobilizing capital for projects that contribute to combating climate change and protecting the environment.

A Bond with Equity Warrants (OBSA) is a hybrid financial instrument combining a traditional bond with equity warrants. The bond offers a fixed return in the form of coupons, while the warrants allow the investor to purchase shares of the issuer at a predetermined, often advantageous, price during a specified period. This mechanism provides a dual opportunity: the security of fixed income from the bond and the potential capital gain from the shares. OBSAs are often used by companies to attract investors by offering an additional incentive while raising funds under potentially more favorable conditions. For investors, they represent a diversification strategy, combining the stability of bonds with the potential growth of shares.

A Bond with Warrants (OBSO) is a hybrid financial instrument combining a traditional bond with bond warrants. The bond offers a fixed return in the form of periodic coupons, while the warrants allow the investor to purchase new bonds from the same issuing entity at a predetermined, often advantageous, price. This mechanism provides a dual opportunity: stable income through the coupons and additional potential gain if market conditions make the purchase of new bonds attractive. OBSOs are often used by companies to attract investors by offering additional incentives while diversifying their sources of financing. They are particularly interesting for investors seeking to balance security and return opportunities.

Redeemable Bonds with Equity Warrants (OBSAR) are hybrid financial instruments combining traditional bonds and equity warrants. When a company issues OBSAR, it raises funds by issuing bonds while offering investors warrants that give them the right to purchase the company’s shares at a predetermined price. The bonds are redeemable at a future date, usually with a fixed interest. The warrants allow investors to benefit from a potential increase in the stock price while providing some security through the bonds. OBSAR are often used by companies to attract investors by offering a higher potential return while limiting risk. They are particularly valued during phases of growth or restructuring of a company.

A single-coupon bond, also known as a zero-coupon bond, is a type of debt security that does not pay periodic interest. Instead, it is issued at a price lower than its face value and reaches this value at maturity. The investor realizes a capital gain, which corresponds to the difference between the purchase price and the face value at maturity. This type of bond is often used by investors seeking to plan for specific future financial needs, such as funding education or retirement. Single-coupon bonds are sensitive to interest rate changes; an increase in interest rates leads to a decrease in their market value, and vice versa. They are issued by governments, municipalities, and corporations, thus offering a range of potential risks and returns.

A zero-coupon bond, also called a « zero-coupon bond, » is a type of debt security that does not pay periodic interest. Instead, it is issued at a price lower than its face value and reaches this value at maturity. The investor realizes a capital gain, which corresponds to the difference between the purchase price and the face value at maturity. This type of bond is often used by investors seeking to plan for specific future financial needs, such as funding education or retirement. Zero-coupon bonds are sensitive to interest rate changes: an increase in rates leads to a decrease in their market value, and vice versa. They are issued by governments, municipalities, and corporations, and can offer tax advantages in certain cases.

High-yield bonds, often called « junk bonds » in English, are debt securities issued by companies or governments with a credit rating lower than that of higher-quality bonds. Due to their higher risk of default, these bonds offer higher interest rates to compensate investors for the increased risk. They are generally rated below « BBB » by Standard & Poor’s and « Baa » by Moody’s. High-yield bonds can be attractive to investors seeking higher returns, but they require rigorous analysis and a higher risk tolerance. They are often used in portfolio diversification strategies, but their volatility and sensitivity to economic conditions must be carefully managed. During periods of economic growth, they can offer substantial returns, but during recessions, they can suffer significant losses.

An « Impact Bond » is a financial instrument that combines the traditional characteristics of bonds with specific social or environmental objectives. Unlike classic bonds, which primarily aim to generate financial returns for investors, impact bonds are issued to finance projects with measurable positive effects on society or the environment. These projects can include sustainable development initiatives, green infrastructure, public health programs, or educational projects. The issuers of these bonds can be governments, companies, or non-profit organizations. Investors are attracted to these bonds not only for financial returns but also for their contribution to beneficial causes. Impact bonds are therefore a powerful tool for mobilizing private capital in favor of sustainable development and social responsibility.

A Bond with an Option for Repayment in Shares or Cash (ORAN) is a hybrid financial instrument that combines the characteristics of traditional bonds and shares. At maturity, the issuer of the ORAN has the option to repay the principal either in cash or in company shares. This type of bond offers increased flexibility for the issuer, who can choose the most advantageous option based on their financial situation and market conditions. For investors, ORANs present a unique risk-return profile, as they offer the relative security of bonds while allowing potential participation in the upside of shares. However, this flexibility can also introduce uncertainty regarding the form of repayment, which can influence the valuation and attractiveness of the instrument in the market.

A Cash and/or Existing Shares Repayment Option Bond (ORNAE) is a hybrid financial instrument combining characteristics of debt and equity. At maturity, the issuer has the option to repay the principal either in cash or in existing shares of the company. This type of bond offers increased flexibility for the issuer, who can choose the most advantageous option based on their financial situation and market conditions. For investors, ORNAEs present a unique risk-return profile, offering partial capital protection while allowing potential participation in the upside of the shares. ORNAEs are often used by companies to optimize their capital structure and manage their cash flow more effectively.

A Cash and/or Existing Shares Repayment Option Bond (ORNAE) is a hybrid financial instrument combining the characteristics of traditional bonds and shares. At maturity, the issuer has the flexibility to repay the principal either in cash or in existing shares of the company. This option allows the issuer to manage its cash flow and equity needs more effectively. For investors, ORNAEs offer relative security through regular interest payments, while providing the potential for equity participation in the company. This type of bond is often used by companies to optimize their capital structure and reduce financing costs. ORNAEs can also be attractive to investors looking to diversify their portfolio with instruments that offer both debt and equity characteristics.

A fixed-rate bond is a debt instrument issued by a company, government, or other entity that offers regular interest payments at a predetermined rate over a specified period. At maturity, the principal, or initial amount invested, is repaid to the investor. This type of bond is valued for its predictability and stability, as the interest payments do not vary with market fluctuations. Fixed-rate bonds are often used by investors seeking to secure regular income and minimize the risks associated with interest rate changes. They are also a crucial financing tool for issuers, allowing them to raise funds for various projects or operational needs. However, they may be less attractive during periods of rising interest rates, as new investors can obtain higher yields with newly issued bonds.

A floating rate bond is a debt instrument whose interest rate fluctuates periodically based on a reference index, such as LIBOR or Euribor. Unlike fixed rate bonds, where the interest rate remains constant throughout the bond’s life, floating rate bonds adjust their interest payments at regular intervals, often every three, six, or twelve months. This feature allows investors to benefit from rising market interest rates while reducing interest rate risk. Issuers, on the other hand, can attract investors by offering protection against inflation and rate fluctuations. Floating rate bonds are commonly used by financial institutions and companies to raise funds while effectively managing their financing costs.

An exchangeable bond is a hybrid financial instrument that combines the characteristics of traditional bonds and stocks. It allows its holder to convert the bond into shares of another company, usually at a predetermined price and on a specified future date. Unlike convertible bonds, which transform into shares of the same issuing company, exchangeable bonds offer the possibility to diversify risk by accessing shares of a different company. They offer a fixed coupon, thus providing a regular income, while also offering an opportunity for capital gain if the price of the underlying shares increases. This type of bond is often used by companies to raise funds while offering increased flexibility to investors. Exchangeable bonds are particularly attractive during a bull market, where investors anticipate an appreciation in the underlying shares.

Convertible Bonds with Equity Warrants (OCABSA) are hybrid financial instruments combining convertible bonds and equity warrants. Convertible bonds allow holders to convert their bonds into shares of the issuing company under predefined conditions, thus offering potential capital gains in case of a rise in the share price. Equity warrants, on the other hand, give the right to purchase additional shares at a predetermined price, often at a favorable rate. OCABSA are attractive to investors seeking fixed income while having the opportunity to participate in the company’s growth. For companies, they represent a flexible way to raise funds while limiting the immediate dilution of existing shares.

OBO, or « Overnight Buy Order, » is a financial term used primarily in the context of stock markets. It refers to a buy order for securities placed by an investor after the markets have closed, to be executed at the opening of the next session. OBOs are often used by investors who wish to react quickly to information or events that occurred after the markets closed, such as financial results announcements or significant economic news. By placing an OBO, investors hope to gain an advantage by securing a position before the market fully reacts to this news. However, this strategy carries risks, particularly due to increased volatility and potential price gaps at the market opening. OBOs are an essential component of active portfolio management and trading strategy.

Warrants with Subscription Bonds (OBSA) are hybrid financial instruments combining a traditional bond with a stock warrant. The bond offers a fixed return in the form of interest, while the warrant allows the investor to purchase shares of the issuing company at a predetermined, often advantageous, price during a specified period. OBSAs are attractive to investors seeking to diversify their portfolio with a fixed income component while retaining an option to participate in the company’s equity. For the issuer, OBSAs can be an effective way to raise funds while providing an additional incentive to investors. However, they carry risks, including the volatility of the underlying stocks and the issuer’s solvency. OBSAs are often used by growing companies or those undergoing restructuring to attract capital.

Redeemable Bonds with Warrants for Subscription and/or Acquisition of Shares (OBSAR) are hybrid financial instruments that combine traditional bonds with stock warrants. Investors who purchase OBSAR lend money to the issuer, usually a company, and receive fixed interest over the bond’s term. In addition to these interests, OBSAR offer the possibility to acquire shares of the company at a predetermined price, thanks to the attached warrants. This structure allows companies to raise funds while offering investors an opportunity to participate in the company’s potential growth. OBSAR are often used by companies in growth or restructuring phases, as they can attract investors by combining the relative security of bonds with the potential for capital gains from shares.

OBSO, or « Obligations with Warrants for Bonds, » is a hybrid financial instrument combining a traditional bond with a bond warrant. When a company issues OBSO, it offers investors a bond, which is a long-term debt with regular interest payments, as well as a warrant that gives the right to purchase new bonds from the same company at a predetermined price. This mechanism allows the issuer to raise funds while offering investors an additional opportunity for gain if market conditions become favorable. OBSO are often used by companies to attract investors by offering a combination of security (via the bond) and growth potential (via the warrant). They are particularly useful for companies in a growth phase or those seeking to refinance their debt under advantageous conditions.

OCABSA, or Convertible Bonds with Equity Warrants, are hybrid financial instruments combining convertible bonds and equity warrants. Convertible bonds allow holders to convert their bonds into shares of the issuing company under predefined conditions, thus offering an opportunity for equity participation. Warrants, on the other hand, give the right to purchase additional shares at a predetermined price. OCABSA are often used by companies to raise funds while offering investors a combination of security (via the bonds) and potential for capital gain (via the shares and warrants). This type of financing is particularly attractive for growing companies, as it can reduce the cost of capital and limit the immediate dilution of existing shares.

OCABSA, or Convertible Bonds with Equity Warrants, are hybrid financial instruments combining convertible bonds and equity warrants. Convertible bonds allow holders to convert their bonds into shares of the issuing company under predefined conditions, thus offering an opportunity for equity participation. Equity warrants, on the other hand, give the right to purchase additional shares at a predetermined price. OCABSA are often used by companies to raise funds while offering investors a combination of security (via the bonds) and potential for capital gain (via the shares and warrants). This type of financing is particularly attractive for growing companies, as it can reduce the cost of capital and limit the immediate dilution of existing shares.

OCEANE, or Convertible Bond into New or Existing Shares, is a hybrid financial instrument combining the characteristics of bonds and shares. Issued by a company, an OCEANE offers investors a fixed return in the form of a coupon, while giving them the option to convert the bond into shares of the issuing company at a future date and at a predetermined price. This dual nature allows companies to raise funds at a potentially lower cost than traditional bonds, while offering investors an opportunity to participate in the company’s growth. OCEANEs are particularly attractive during periods of low interest rates or for high-growth companies, as they allow for the potential of capital gains while limiting risks through the relative security of bonds.

OCI, or « Other Comprehensive Income » (Autres éléments du résultat global in French), is an accounting term that refers to revenues, expenses, gains, and losses that are not included in a company’s net income. These items are instead recorded directly in equity, under the heading of other comprehensive income. OCI can include items such as actuarial gains or losses on pension plans, foreign currency translation adjustments, and unrealized gains or losses on available-for-sale financial instruments. The objective of OCI is to provide a more complete picture of a company’s financial performance by including items that can affect the value of equity but are not realized in the course of regular operations. This allows investors and other stakeholders to have a more holistic view of the company’s financial health.

An alternative offer refers to a purchase or merger proposal different from the one initially presented to a target company. Often used in the context of mergers and acquisitions (M&A), this offer can come from a competitor or another investor interested in acquiring the same company. The goal is to propose more attractive terms, whether in terms of price, payment methods, or potential synergies. Alternative offers can trigger bidding wars, thereby increasing the final transaction value for the target company’s shareholders. They play a crucial role in maximizing value for stakeholders and can significantly influence the negotiation strategy and the final decision of the target company’s board of directors.

A « friendly offer » is a proposal for the acquisition of one company by another, made with the agreement and cooperation of the target company’s board of directors. Unlike a hostile offer, where the acquirer attempts to take control without the management’s approval, a friendly offer is generally perceived as more harmonious and beneficial for all parties involved. It often includes preliminary negotiations, due diligence, and discussions on the terms of the acquisition, such as the purchase price, payment terms, and implications for employees and shareholders. This type of offer tends to minimize conflicts and facilitate a smooth transition, thereby increasing the chances of a successful transaction. Friendly offers are common in mergers and acquisitions, where collaboration and transparency are essential to maximize value for both companies.

A Binding Offer, or firm offer, is a purchase or merger proposal that legally obligates the buyer to adhere to the agreed terms, subject to certain preconditions. Unlike an indicative offer, which is non-binding and often used to express initial interest, a binding offer involves a higher level of commitment and is generally accompanied by thorough due diligence. It includes specific details on the price, payment terms, and closing conditions. In corporate finance, this offer is crucial during mergers and acquisitions transactions, as it marks an advanced stage in the negotiation process, often preceded by letters of intent and followed by the signing of definitive agreements. The binding offer provides sellers with a certain level of security regarding the completion of the transaction, subject to the fulfillment of the stipulated conditions.

A Competing Offer refers to a situation where multiple companies or entities submit proposals to obtain a contract, project, or business opportunity. This term is commonly used in public and private tenders, where bidders present their offers to be selected by the awarding entity. The objective is to stimulate competition, thereby allowing the buyer to benefit from the best possible conditions in terms of price, quality, and deadlines. The analysis of competing offers involves a rigorous evaluation of the proposals received, taking into account various criteria such as compliance with specifications, technical capacity, experience, and financial conditions. A well-structured competing offer can give a significant advantage to a company, enabling it to stand out from its rivals and win lucrative contracts.

The participation offer is a proposal made by a company to potential investors to buy shares or stakes in the company. It can take various forms, such as initial public offerings (IPOs), capital increases, or private placements. The main objective is to raise funds to finance growth projects, repay debts, or improve the company’s financial structure. In exchange for their financial participation, investors obtain an ownership stake in the company, which entitles them to a share of future profits and often a voting right at general meetings. A well-structured and attractive participation offer can attract significant capital and strengthen the company’s competitive position in the market.

A hostile offer is a proposal to acquire a company made directly to the shareholders, often against the wishes of the target company’s board of directors. This type of offer typically occurs when the acquirer believes that the target company’s management will not cooperate or will reject the initial offer. Hostile offers can include strategies such as tender offers or open market purchases to obtain a majority stake. They are often accompanied by communication campaigns to convince shareholders of the benefits of the acquisition. Target companies may resort to various defense tactics, such as « poison pills » or « white knights, » to counter these attempts. Hostile offers are often perceived as aggressive and can lead to legal battles and significant fluctuations in stock prices.

An indicative offer is a non-binding proposal made by a potential buyer to acquire an asset, a business, or financial securities. It serves as a starting point in negotiations and allows both parties to assess the interest and general terms of the transaction. Unlike a firm offer, an indicative offer does not legally obligate the buyer to complete the purchase. It generally includes elements such as the proposed price, payment terms, and conditions precedent to the transaction. This offer also allows the seller to judge the credibility and financial capacity of the buyer before engaging in more in-depth discussions. In summary, the indicative offer is an essential preliminary step in the negotiation process, facilitating mutual evaluation before moving on to more formal commitments.

The « mix & match » offer is a financial strategy primarily used in mergers and acquisitions. It allows the shareholders of the target company to choose between different forms of compensation proposed by the acquirer, usually a combination of shares and cash. For example, a shareholder can opt to receive part of the compensation in cash and the rest in shares of the acquiring company. This flexibility caters to the individual preferences of shareholders in terms of liquidity and future participation in the merged company. The « mix & match » offer can make an acquisition proposal more attractive and increase the chances of a successful transaction. However, it requires rigorous management to balance the different options and ensure that the overall offer remains financially viable for the acquirer.

A mixed offering is a fundraising method used by companies during an initial public offering (IPO) or a capital increase. It combines two types of offerings: a primary offering and a secondary offering. The primary offering involves the issuance of new shares by the company, allowing it to raise additional funds to finance its growth projects, repay debts, or strengthen its cash reserves. The secondary offering, on the other hand, involves the sale of existing shares held by current shareholders, such as founders, initial investors, or employees. This combination addresses various financial needs while providing increased flexibility to shareholders. The mixed offering can attract a wide range of investors, as it offers both future growth opportunities and immediate liquidity for existing shareholders.

A « Non-Binding Offer » (or « Non-Binding Proposal ») is an initial proposal made by a potential buyer to acquire a company, assets, or shares, without a firm legal commitment. It serves as a basis for further negotiations and allows both parties to assess the interest and general conditions of the transaction. This offer typically includes elements such as the proposed price, payment terms, and conditions precedent to the transaction, but it does not obligate the buyer to finalize the acquisition. The non-binding offer is often followed by a due diligence phase, where the buyer thoroughly examines the financial, legal, and operational aspects of the target. If both parties reach an agreement after this phase, a binding offer or a definitive purchase agreement can be drafted.

An unsolicited offer is a proposal for purchase or merger initiated by a company or an investor without the target having expressed prior interest. Often, these offers are made publicly to exert pressure on the target company’s board of directors and its shareholders. They may include attractive premiums compared to the current market price of the target’s shares to encourage acceptance. Unsolicited offers can be perceived as hostile, especially if they are rejected by the target company’s management. They require careful evaluation of financial, strategic, and regulatory implications. Targeted companies often need to resort to financial and legal advisors to assess the offer and determine the best response, which may include acceptance, negotiating better terms, or seeking other strategic alternatives.

A mandatory offer is a proposal to purchase securities issued by a company or an investor, generally in the context of a takeover. It is often triggered when the acquirer reaches a certain threshold of participation in the capital of a listed company, thereby obliging the initiator to offer to buy the remaining shares from the other shareholders. This measure aims to protect the interests of minority shareholders by providing them with an opportunity to sell their shares at a fair price, often determined by financial regulators. The mandatory offer ensures transparency and fairness in market transactions, while facilitating corporate restructurings and consolidations. It is governed by strict regulations to prevent market abuses and ensure fair competition.

A Public Offer (PO) is a financial operation through which a company proposes to the public to buy or sell financial securities, such as shares or bonds. There are several types of public offers, including the Public Purchase Offer (PPO), the Public Exchange Offer (PEO), and the Public Sale Offer (PSO). A PPO is launched when a company wishes to acquire another company by offering to buy its shares at a price higher than the market price. A PEO, on the other hand, proposes to shareholders to exchange their securities for those of the acquirer. Finally, a PSO allows a company to sell its shares to the public, often as part of an initial public offering. Public offers are regulated by market authorities to ensure transparency and protect investors. They play a crucial role in companies’ growth and restructuring strategies.

A Competing Public Offer (CPO) is a situation where multiple companies or entities make simultaneous offers to acquire a publicly traded company. This phenomenon often occurs during mergers and acquisitions, where several potential buyers see a strategic opportunity in the same target. CPOs can lead to a bidding war, thereby increasing the purchase price of the target company. For the shareholders of the target company, a CPO is generally beneficial as it can maximize the value of their shares. However, for the competing companies, it can mean increased competition and higher acquisition costs. Regulators closely monitor these situations to ensure they comply with antitrust and competition laws. In summary, a CPO is a complex and competitive process that can have significant implications for all parties involved.

A Public Tender Offer (PTO) is a formal proposal made by a company (the buyer) to acquire all or part of the shares of another company (the target) at a determined price, generally higher than the market price. The PTO can be friendly, with the agreement of the target company’s board of directors, or hostile, without this agreement. The objective is often to take control of the target company to achieve synergies, diversify activities, or realize economies of scale. The shareholders of the target company are invited to sell their shares to the buyer within a specified period. Financial regulators monitor these operations to ensure transparency and protect the interests of shareholders. A successful PTO can lead to significant changes in the management and strategy of the target company.

A Public Exchange Offer (PEO) is a financial operation through which a company proposes to the shareholders of another company to exchange their securities for shares or other financial instruments of the initiating company. The main objective of the PEO is often to take control of the target company or to merge with it. Unlike a Public Purchase Offer (PPO), which offers a cash payment, the PEO uses securities as a means of transaction. This method can be advantageous for the initiating company, as it allows it to preserve its cash reserves while offering the shareholders of the target company a stake in the new merged entity. PEOs can be friendly or hostile, depending on the agreement or opposition of the target company’s management. They are subject to strict regulations to protect the interests of shareholders and ensure market transparency.

A Share Buyback Offer (SBO) is a financial operation through which a company proposes to repurchase its own shares circulating in the market. This approach can be motivated by several reasons, such as the desire to reduce the number of shares in circulation to increase the value of the remaining shares, optimize the capital structure, or use excess cash reserves. The SBO can also signal to investors that the company’s management has confidence in its future prospects. Shareholders can choose to sell their shares at a price generally higher than the market price, thus offering a liquidity opportunity. However, this operation can also be perceived as a lack of growth opportunities, as the funds used for the buyback are not invested in development projects.

A Public Tender Offer (PTO) is a financial operation in which a publicly traded company proposes to buy back all the shares held by minority shareholders, often with the aim of delisting from the stock exchange. This process can be initiated by the majority shareholder or by the company itself. The PTO is generally followed by a mandatory squeeze-out if the capital holding conditions are met, thus allowing the initiator to hold 100% of the capital. The main objective is to simplify the shareholder structure, reduce the costs associated with listing, and allow for more flexible management of the company. Minority shareholders are offered a buyback price, often with a premium compared to the market price, to compensate for the loss of liquidity of their shares. This operation is strictly regulated by market authorities to ensure fairness and transparency.

An Initial Public Offering (IPO) is a process by which a company offers its shares to the public for the first time. This operation allows the company to raise funds by selling a portion of its shares on the stock market. The IPO is often used by growing companies seeking to finance their expansion, repay debts, or increase their visibility. It involves several steps, including the selection of investment banks to underwrite the offer, the determination of the issue price, and the communication of detailed financial information to potential investors. An IPO can also provide a liquidity opportunity for existing shareholders. Investors must assess the risks and prospects of the company before participating in an IPO, as the share price can be volatile after the stock market debut.

A Partial Public Offer (PPO) is a financial operation through which a company proposes to buy a portion of the outstanding shares of another company or its own shares. Unlike a classic Public Tender Offer (PTO), which aims to acquire all or a majority of the shares, the PPO targets a specific percentage, often to strengthen a strategic position or to optimize the capital structure. Shareholders can choose to sell their shares at a price generally higher than the market price, thus offering an attractive premium. The PPO can be motivated by various reasons, such as consolidating control, reducing share dilution, or improving financial ratios. This operation often requires regulatory approval and can significantly influence the stock price of the target company.

A Simplified Public Offer (SPO) is a procedure used in financial markets to allow a company or an investor to buy back the shares of a publicly traded company. Unlike a classic Public Tender Offer (PTO), the SPO is characterized by simplified terms and shorter deadlines. It is often used when the initiator already holds a significant share of the target company’s capital, generally at least 50%. The main objective of the SPO is to facilitate the takeover or the strengthening of the initiator’s stake in the target company, while offering minority shareholders an opportunity to sell their shares at a determined price. This procedure is governed by strict regulations to ensure the transparency and fairness of the process, thus protecting the interests of minority shareholders.

The Simplified Offer is a procedure used in the context of public takeover bids (PTO) or exchange offers (EO) on financial markets. It allows a company or an investor to propose the acquisition of shares of a publicly traded company in a simplified and accelerated manner. This method is often employed when the initiator already holds a significant portion of the target company’s capital, generally at least 50%. The Simplified Offer aims to reduce administrative formalities and delays, while ensuring transparency and fairness for minority shareholders. It is governed by strict regulations to protect investors’ interests and ensure the proper functioning of the market. In France, the Autorité des marchés financiers (AMF) oversees these operations to ensure they comply with the rules in force.

A firm price offer is a subscription method primarily used during initial public offerings (IPOs) or stock issuances. In this context, the issuer and investment banks set a single price at which the shares will be sold to investors. Unlike a variable price offer, where the price can fluctuate based on demand, a firm price offer guarantees a fixed price, thus providing greater predictability for investors. This method is often used to attract a wide range of investors by reducing the uncertainty related to the price. However, it carries risks for the issuer and investment banks, as they must ensure that the set price is attractive but also high enough to maximize the funds raised. In summary, a firm price offer is a pricing strategy that aims to balance security for investors and the efficiency of fundraising for the issuer.

The fixed price offer is a pricing method primarily used during initial public offerings (IPOs) and the issuance of new shares. In this context, the issuer and investment banks determine a fixed price at which the shares will be sold to investors. This approach contrasts with the variable price offer, where the price is determined by market demand. The fixed price offer simplifies the subscription process and provides clear visibility to investors on the cost of the investment. However, it carries risks, notably the risk of underpricing or overpricing the shares, which can lead to excessive or insufficient demand. This method is often used to attract institutional and retail investors by offering a certain level of stability and predictability in the pricing process.

The minimum price offer is an auction method primarily used in financial markets and public tenders. In this type of sale, the seller sets a reserve price or a minimum price below which they will not sell the offered asset or service. Bidders submit their offers, and the asset is sold to the highest bidder, provided that the offer meets or exceeds the set minimum price. This method protects the seller from selling at a price lower than the perceived value of the asset, while allowing some flexibility and competition among buyers. The minimum price offer is commonly used in real estate sales, public contract awards, and financial securities issuances. It ensures transparency and fairness in the sales process while maximizing the return for the seller.

The open price offer is a method of selling financial securities, often used during initial public offerings (IPOs). Unlike a fixed price offer, where the price of the shares is determined in advance, the open price offer allows investors to submit purchase bids at different prices. The final price of the shares is then set based on the demand and supply collected during the subscription period. This method allows for a better reflection of the market value of the securities and optimizes the allocation of shares among investors. It is particularly useful for companies seeking to maximize the funds raised while ensuring an equitable distribution of shares. The open price offer can also reduce the risk of underpricing or overpricing the securities, thus offering greater transparency and efficiency in the capital-raising process.

The term « One on one » in corporate finance and management refers to an individual meeting or discussion between two parties, often between an investor and a company executive. These meetings are common during investor conferences, roadshows, or annual meetings. They allow investors to obtain detailed and specific information about the company’s performance, strategy, and prospects directly from the management. For executives, it is an opportunity to convince investors of the strength of their company and to answer specific questions. « One on ones » are essential for establishing trust and enabling transparent and direct communication, which can influence investment decisions and market perception.

The term « One to One » in finance and business management refers to a direct and personalized interaction between two parties, often in the context of negotiation, consulting, or sales. In customer relations, a « One to One » involves individualized communication, allowing for a better understanding of the client’s specific needs and offering tailored solutions. In corporate finance, this can translate to private meetings between investors and executives to discuss investment strategies, financial performance, or financing projects. This type of interaction is crucial for establishing trust, facilitating decision-making, and optimizing results. The « One to One » is particularly valued for its ability to create high-quality exchanges and generate significant business opportunities.

The term « One-stop shopping » refers to a business concept where a customer can meet all their shopping needs in one place. In the context of corporate finance and management, this translates to integrated services offered by a single company or institution. For example, a bank offering loan services, wealth management, insurance, and financial advice allows its clients to centralize their financial operations. This model aims to improve efficiency, reduce transaction costs, and enhance customer loyalty by providing a comprehensive and convenient solution. In the stock market, some trading platforms also offer research, analysis, and order execution services, allowing investors to manage their entire portfolio in one place. « One-stop shopping » is therefore synonymous with convenience and time savings for consumers and businesses.

A Public Tender Offer (PTO) is a proposal made by a company (the buyer) to acquire another company (the target) by purchasing its shares at a determined price, generally higher than the market price. The PTO can be friendly, when the target company’s board of directors approves the offer, or hostile, when the offer is made without the target’s management’s agreement. PTOs are often used to take control of strategic companies, achieve synergies, or diversify activities. They are regulated by financial authorities to protect shareholders and ensure market transparency. The target company’s shareholders can accept or reject the offer, thus influencing the success of the PTO. PTOs play a crucial role in external growth strategies and market consolidation.

A friendly takeover bid (friendly public offer) is a proposal to acquire a publicly traded company, initiated by another company or an investor, with the prior agreement of the target company’s board of directors. Unlike a hostile takeover bid, where the offer is made without the consent of the target company’s management, a friendly takeover bid is generally perceived positively by shareholders and stakeholders. This type of offer often facilitates negotiations and post-acquisition integration, as it is based on mutual cooperation. The terms of the offer, including the proposed price per share, are often discussed and approved by the executives of both companies before being presented to shareholders for approval. A friendly takeover bid can thus lead to a smoother transition and better synergy between the companies involved.

A hostile takeover bid, or hostile Public Offer to Purchase, is an attempt to acquire a company without the prior approval of its board of directors. Unlike a friendly takeover bid, where the acquirer and the target negotiate the terms of the purchase, a hostile takeover bid is often perceived as aggressive. The acquirer directly proposes to the shareholders to buy their shares at a price generally higher than the market price to encourage the sale. This strategy can cause tensions and resistance, as the target company’s management may believe that the offer does not reflect the true value of the company or is not in the best interest of the stakeholders. Hostile takeover bids are common in financial markets and can lead to legal battles and complex defense strategies, such as « poison pills » or « white knights. »

An OPCI (Organisme de Placement Collectif Immobilier) is a collective investment vehicle dedicated to real estate. It allows investors to access a diversified portfolio of real estate assets while benefiting from professional management and increased liquidity compared to direct real estate investment. OPCIs are primarily composed of real estate assets but can also include financial assets and cash to optimize management and performance. They are subject to strict regulations aimed at protecting investors, particularly in terms of asset diversification and transparency. OPCIs are particularly valued for their potential for attractive returns and their ability to offer exposure to the real estate market without the constraints of direct property management. They are accessible to both individuals and institutions and can be subscribed to through life insurance contracts, securities accounts, or savings plans.

Opco, short for « Operating Company, » refers to a business entity that manages the daily operations of a company. In a corporate structure, the Opco is often distinct from the « Propco » (Property Company), which holds the real estate assets. This separation allows for more efficient management of risks and assets. The Opco focuses on generating revenue through the production, sale of goods or services, and the management of human and material resources. It is responsible for operational and financial performance and plays a crucial role in the overall strategy of the company. Investors and financial analysts closely monitor the performance of the Opco to assess the health and growth potential of the company.

UCITS (Undertakings for Collective Investment in Transferable Securities) are regulated collective investment vehicles that allow investors to pool their resources to invest in a diversified portfolio of securities (stocks, bonds, etc.). They are managed by professional management companies and offer risk diversification, expert management, and increased liquidity. UCITS mainly come in two categories: SICAVs (Sociétés d’Investissement à Capital Variable) and FCPs (Fonds Communs de Placement). They are subject to strict regulations in Europe, ensuring enhanced investor protection. UCITS are accessible to both retail and institutional investors and are often used to achieve various financial objectives, ranging from capital growth to generating regular income. They constitute an attractive option for those looking to invest in financial markets without directly managing a portfolio.

ARIA UCITS (Undertakings for Collective Investment in Transferable Securities with Simplified Risk) are French investment funds designed to offer simplified management and advantageous taxation. They allow investors to diversify their portfolios by accessing a wide range of financial assets while benefiting from professional management. ARIA UCITS are subject to lighter regulation compared to traditional UCITS, enabling them to respond more quickly to market opportunities. They are particularly suited for investors looking to optimize their returns while managing risks. The performance and risks associated with these funds depend on the management strategy adopted by the fund manager. In summary, ARIA UCITS offer a flexible and potentially lucrative solution for investors wishing to diversify their investments while benefiting from expert management.

ARIA EL UCITS (Undertakings for Collective Investment in Transferable Securities with Risk and Environmental and Social Impact) are investment funds specialized in high-risk assets while integrating environmental, social, and governance (ESG) criteria. These funds aim to generate financial returns while having a positive impact on society and the environment. They are particularly suited for investors who are aware of sustainable development issues and are willing to accept increased volatility in exchange for potential high gains. ARIA EL UCITS are regulated by European directives, ensuring a certain level of transparency and protection for investors. They allow for portfolio diversification while supporting projects and companies committed to responsible practices. In summary, these funds combine financial performance and positive impact, thus meeting the expectations of modern investors concerned about the future.

OPE, or Public Exchange Offer, is a financial operation through which a company proposes to the shareholders of another company to exchange their securities for shares or bonds of the former. This strategy is often used in the context of mergers and acquisitions to take control of a target company without resorting to significant cash outlays. The OPE can be friendly or hostile, depending on the agreement or refusal of the target company’s board of directors. Shareholders must evaluate the offer based on the value of the securities proposed in exchange, the prospects for synergies, and the associated risks. The OPE is regulated by financial authorities to ensure transparency and investor protection. It can significantly influence the stock prices of the companies involved and have repercussions on the stock market.

A friendly exchange offer, or friendly public exchange offer, is a financial operation in which a company proposes to acquire another company by exchanging its own shares for those of the target. Unlike a hostile exchange offer, this offer is made with the agreement of the target company’s board of directors, which facilitates the negotiation and acceptance process by the shareholders. The main objective of a friendly exchange offer is often to create synergies, increase market share, or diversify activities. The shareholders of the target company receive shares of the acquirer, often at an attractive conversion rate, which can increase the value of their investment. This method is commonly used in mergers and acquisitions to ensure a smooth transition and minimize operational disruptions.

An unfriendly TOB, or Unfriendly Public Exchange Offer, is an attempt by one company to acquire another without the prior agreement of the target company’s board of directors. Unlike a friendly TOB, where both parties negotiate and agree on the terms of the offer, an unfriendly TOB is often perceived as hostile. The acquirer proposes to exchange its own shares for those of the target company, often at a premium over the market price to entice shareholders to sell. This strategy can lead to tensions and resistance at both the management and employee levels of the target company. Unfriendly TOBs are common in dynamic financial markets and can lead to complex legal and regulatory battles. They are often driven by objectives of rapid growth, potential synergies, or strategic restructuring.

« Operating assets » refer to the assets used by a company in the course of its regular activities to generate revenue. They include fixed assets such as machinery, equipment, buildings, as well as current assets like inventory, accounts receivable, and the cash needed for daily operations. Unlike non-operating assets, which may include financial investments or real estate not used in the main business activity, operating assets are essential for the production of goods and services. Their effective management is crucial for the profitability and operational performance of the company. In corporate finance, the analysis of operating assets allows for the assessment of a company’s ability to generate cash flow and maintain its competitiveness in the market.

An « Operating Lease » (or « contrat de location opérationnelle » in French) is a type of lease agreement where the lessee uses an asset without assuming the risks and benefits associated with ownership. Unlike a « capital lease » (or « contrat de location-financement »), the leased asset does not appear on the lessee’s balance sheet, but the lease payments are recorded as operating expenses in the income statement. This type of leasing is often used for short-term assets or equipment that requires frequent updates, such as vehicles, computer equipment, or industrial machinery. Operating leases offer increased flexibility and allow companies to preserve their cash flow and maintain a lighter balance sheet structure. However, new accounting standards (IFRS 16 and ASC 842) now require that most lease agreements be capitalized, thereby changing their accounting treatment.

Operating Profit, or operating income, is a key financial indicator that measures a company’s profitability before accounting for interest and taxes. It is calculated by subtracting operating costs, such as the cost of goods sold (COGS), selling expenses, and general and administrative expenses, from total revenue. This figure reflects the company’s operational performance, excluding the effects of financing decisions and tax policies. A high operating profit indicates effective cost management and a strong ability to generate revenue from core operations. It is often used by investors and analysts to assess a company’s financial health and operational performance, as well as to compare profitability between different companies in the same sector.

OPEX, or operational expenditures, refers to the recurring costs necessary for the daily functioning of a business. Unlike CAPEX (capital expenditures), which pertain to long-term investments, OPEX includes expenses such as salaries, rent, utilities, office supplies, and maintenance costs. Effective management of OPEX is crucial for a company’s profitability and competitiveness, as it allows for cost control while maintaining the quality of operations. Companies often seek to optimize their OPEX through cost reduction strategies, process automation, and improvements in operational efficiency. In accounting, OPEX is generally deducted from revenue to calculate net profit, making it a key indicator of short-term financial performance.

The acronym OPF stands for Public Offering of Sale. It is a financial operation through which a company sells a portion of its shares on the stock market for the first time. This approach allows the company to raise funds from the public, often to finance its growth, repay debts, or make strategic investments. The OPF is a form of initial public offering (IPO) and generally involves the publication of a prospectus detailing the company’s financial and operational information. Investors can thus assess the risks and opportunities before purchasing shares. The OPF is a crucial step for a company, as it marks its entry into the public market and subjects its performance to the scrutiny of investors and regulators.

The viability opinion is a professional assessment issued by financial experts or independent auditors regarding a company’s ability to continue its operations in the foreseeable future, usually over a period of one year. This opinion is crucial for investors, creditors, and other stakeholders as it provides an analysis of the company’s financial health, liquidity, solvency, and profitability. It takes into account various factors such as cash flows, debts, assets, and market conditions. A positive viability opinion indicates that the company is well-positioned to meet its financial obligations and continue its activities, while a negative opinion may signal risks of bankruptcy or restructuring. This assessment is often included in annual financial reports and can influence investment and financing decisions.

OPIRNANE is the acronym for « Obligations with an Option for Repayment in Cash and/or in New or Existing Shares ». It is a hybrid financial instrument issued by companies to raise funds. These bonds offer investors the option to choose between repayment in cash or in shares, new or existing, at maturity. This mechanism allows issuers to benefit from increased flexibility in managing their capital structure and cash flow. For investors, OPIRNANE presents an opportunity to obtain a fixed return while having an option to convert into shares, which can be advantageous in the event of a rise in the share price. However, this type of instrument also carries risks, particularly related to the volatility of the shares and the solvency of the issuer.

The OPR, or Public Withdrawal Offer, is a financial operation through which a publicly traded company proposes to buy back all the shares held by minority shareholders, with the aim of delisting from the stock exchange. This offer is generally initiated by the majority shareholder who wishes to gain full control of the company. The OPR is often followed by a mandatory withdrawal (squeeze-out) if the majority shareholder reaches a certain holding threshold, usually set at 90% or 95% of the shares. This procedure simplifies the shareholder structure and reduces the costs associated with being listed on the stock exchange. Minority shareholders receive a premium over the market price to compensate for the loss of liquidity of their shares. The Financial Markets Authority (AMF) in France, or its equivalent in other countries, supervises these operations to ensure fairness and transparency.

The OPR-RO, or Public Tender Offer followed by a Mandatory Withdrawal, is a procedure used in the context of financial markets to delist a publicly traded company. When a majority shareholder holds a significant portion of a company’s capital (generally at least 90%), they can initiate a Public Tender Offer to buy back the remaining shares from minority shareholders. If, at the end of this offer, the majority shareholder reaches a predefined holding threshold (often 95%), they can proceed with a Mandatory Withdrawal, forcing the remaining minority shareholders to sell their shares. This procedure aims to simplify the shareholder structure and allow the company to delist from the stock exchange, thereby reducing costs and public reporting obligations. The OPR-RO is governed by strict regulations to protect the interests of minority shareholders.

OPRA, or Public Share Buyback Offer, is a financial operation through which a publicly traded company proposes to buy back its own shares from its shareholders. This approach can be motivated by several reasons, such as the desire to reduce the number of shares in circulation to increase earnings per share (EPS), or to strategically use excess cash. An OPRA can also signal to investors that the company’s management believes its shares are undervalued. Shareholders can choose to sell their shares at a price generally higher than the market price, or to keep their shares. This operation often requires the approval of regulatory authorities and shareholders. In summary, an OPRA is a financial management tool that allows companies to proactively manage their capital while offering a liquidity opportunity to shareholders.

An option is a derivative financial instrument that gives its holder the right, but not the obligation, to buy (call option) or sell (put option) an underlying asset at a predetermined price, called the strike price, before or on a specific expiration date. Options are commonly used for speculation, risk hedging, or arbitrage. They are traded on organized markets or over-the-counter. Options can be based on various assets, such as stocks, indices, currencies, or commodities. The price of an option, called the premium, depends on several factors, including the current price of the underlying asset, its volatility, the time remaining until expiration, and interest rates. Options offer significant flexibility and financial leverage, but also carry substantial risks, including the total loss of the premium paid.

An American option is a type of option contract that allows its holder to exercise their right to buy (call option) or sell (put option) the underlying asset at any time before or at the contract’s expiration. Unlike a European option, which can only be exercised on the expiration date, the American option offers greater flexibility and is therefore often preferred by investors. These options are commonly used in financial markets for risk management, speculation, or arbitrage. They are traded on exchanges such as the Chicago Board Options Exchange (CBOE) and can cover various assets, including stocks, indices, commodities, and currencies. The price of an American option is influenced by several factors, including the price of the underlying asset, market volatility, the time remaining until expiration, and interest rates.

An Asian option is a type of derivative product whose payoff depends on the average price of the underlying asset over a specified period, rather than the price at a specific moment. Unlike European or American options, Asian options reduce the impact of volatility and market manipulation, thus offering more stable coverage. They are commonly used in commodity and currency markets. The two main variants are arithmetic average Asian options and geometric average Asian options. These options can be of the « average price » type (where the payoff is based on the difference between the average price and the strike price) or « average strike » type (where the strike price is the average of the prices). Asian options are particularly useful for companies seeking to smooth out price fluctuations in their hedging strategies.

A call option, also known as a « call option » in English, is a derivative financial instrument that gives its holder the right, but not the obligation, to buy an underlying asset at a predetermined price, called the strike price, before or on a specific expiration date. Call options are commonly used in stock markets to speculate on the rise in stock prices or to hedge against existing positions. They offer leverage, allowing investors to control a large amount of stock for a relatively low initial cost. However, they also carry risks, including the total loss of the premium paid if the option expires worthless. Call options are powerful tools for portfolio management but require a deep understanding of market mechanisms and options strategies.

An extension option is a contractual clause often included in loan, lease, or project agreements, allowing one of the parties to extend the duration or initial conditions of the agreement. In the context of investment projects, it offers the flexibility to prolong the investment or operation period based on performance or market conditions. This option is particularly valuable in uncertain environments, as it allows companies to respond to changes without fully renegotiating the contract. In finance, it can also refer to derivative products that give the right, but not the obligation, to buy or sell an asset at a later date. The extension option is a strategic tool for risk management and resource optimization, offering increased flexibility and better adaptation to economic changes.

A currency option is a derivative financial instrument that gives its holder the right, but not the obligation, to buy (call option) or sell (put option) a certain amount of foreign currency at a predetermined price (strike price) before or on a specific date (expiration date). Primarily used for hedging against exchange rate fluctuations, currency options allow businesses and investors to manage the exchange rate risk associated with international transactions. They are also employed for speculative purposes to profit from exchange rate variations. Currency options are traded on over-the-counter (OTC) markets or on specialized exchanges. The price of the option, called the premium, depends on various factors, including the current exchange rate, market volatility, the time remaining until expiration, and the interest rates of the currencies involved.

The overallotment option, also known as the « greenshoe option, » is a mechanism used during an initial public offering (IPO) to stabilize the price of newly issued shares. It allows underwriters (investment banks) to purchase up to 15% additional shares at the initial offering price. This option is exercised if the demand for the shares is high, thereby meeting the excess demand and limiting price volatility. In case of a price drop, the underwriters can buy back shares on the market to stabilize the price. The overallotment option thus offers additional flexibility and security to issuers and investors, ensuring better management of the supply and demand of shares during their market debut.

A put option, also called a « put option » in English, is a derivative financial instrument that gives its holder the right, but not the obligation, to sell an underlying asset at a predetermined price, called the strike price, before or at the option’s expiration. Put options are commonly used to protect against a potential decline in the price of the underlying asset, such as stocks, indices, or commodities. They allow investors to limit their losses while retaining the possibility of benefiting from a future increase. Put options are also used for speculative purposes, allowing traders to bet on the decline in asset prices. The price of a put option is influenced by several factors, including the current price of the underlying asset, market volatility, the time remaining until expiration, and interest rates.

A European option is a derivative financial instrument that grants its holder the right, but not the obligation, to buy (call option) or sell (put option) an underlying asset at a predetermined price, called the strike price, only on the specified expiration date. Unlike American options, which can be exercised at any time before or on the expiration date, European options can only be exercised on the expiration date. They are commonly used in financial markets for risk hedging, speculation, or arbitrage. The underlying assets can include stocks, indices, currencies, or commodities. The valuation of European options often relies on complex mathematical models, such as the Black-Scholes model, which take into account various factors like volatility, time to expiration, and interest rates.

A look back option is a type of exotic option that allows the investor to « look back » over the life of the option to determine the optimal exercise price. Unlike traditional options, where the exercise price is set in advance, a look back option allows this price to be set retrospectively, based on the most favorable price of the underlying asset during the option period. There are two main types: floating strike look back options, where the exercise price is the most favorable between the minimum and maximum reached by the asset, and fixed strike look back options, where the gain is determined by the difference between the fixed exercise price and the best price reached by the asset. These options are particularly useful for investors seeking to maximize their gains while minimizing the risks associated with market volatility.

A Parisian option is a type of exotic financial option that differs from standard options in the way its strike price is determined. Unlike traditional options, where the strike price is set in advance, the Parisian option takes into account the average prices of the underlying asset over a specified period. This feature helps to reduce volatility and the risks associated with extreme price fluctuations. Parisian options are often used by investors for more sophisticated hedging or speculative strategies. They are particularly valued in markets where prices can be very volatile, as they offer protection against sudden and unexpected price movements. In summary, Parisian options provide a more stable and less risky approach for investors looking to capitalize on the price movements of an underlying asset.

A real option is a financial concept that applies the theory of financial options to capital investment decisions. Unlike traditional financial options, which concern financial assets like stocks, real options relate to physical assets or investment projects. They allow companies to make strategic decisions by considering uncertainty and flexibility. For example, a company may have the option to defer, abandon, expand, or reduce a project based on market conditions. The evaluation of real options uses techniques similar to those of financial options, such as binomial models or Black-Scholes, to estimate the value of these strategic choices. By integrating real options into financial analysis, companies can better manage risks and maximize the value of their investments.

An average option is a derivative financial instrument whose underlying asset is the average of an asset, such as a stock, a commodity, or an index, over a specified period. Unlike traditional options, which are based on the price of the asset at a specific date, average options mitigate volatility by smoothing out price fluctuations. They are particularly useful for investors seeking to protect against extreme market variations. These options can be of the Asian type, where the average is calculated arithmetically or geometrically. They are commonly used in commodity and currency markets, offering more stable and predictable coverage. Average options are complex to evaluate, requiring advanced mathematical models to estimate their fair value, but they offer increased flexibility and security for risk management strategies.

An « option on option, » also known as a « compound option, » is a derivative financial instrument that gives its holder the right, but not the obligation, to buy or sell another option at a future date and at a predetermined price. This type of derivative product is often used in complex hedging strategies or to speculate on market volatility. Options on options can be of the call type (buy option) or put type (sell option) and are particularly useful in uncertain environments where investors wish to maintain maximum flexibility. They are commonly used in currency, commodity, and interest rate markets. Due to their complexity, these instruments are generally reserved for institutional investors and experienced traders.

An interest rate option is a derivative financial instrument that gives its holder the right, but not the obligation, to buy (call option) or sell (put option) an interest rate instrument, such as a bond or an interest rate futures contract, at a predetermined price before or on a specific expiration date. These options are used to manage interest rate risk, allowing investors and companies to protect themselves against unfavorable interest rate fluctuations. For example, a company can use an interest rate option to hedge against a rise in rates that would increase the cost of its future borrowings. Interest rate options are commonly used by portfolio managers, financial institutions, and companies to optimize their risk management and investment strategies.

A barrier option is a type of financial option whose existence or value depends on whether the price of the underlying asset reaches or does not reach a certain predetermined level, called the barrier, during the life of the option. There are two main categories: knock-in options, which become active only if the price reaches the barrier, and knock-out options, which become null if the price reaches the barrier. These options are often used for hedging or speculative strategies, as they can be less expensive than standard options while offering specific profit or protection opportunities. Barrier options are commonly used in currency, commodity, and equity markets, and their complexity requires a thorough understanding of market dynamics and associated risks.

An Initial Public Offering (IPO) is a process by which a company offers its shares to the public for the first time. This operation allows the company to raise funds by selling a portion of its share capital on the stock market. The IPO is often used by growing companies seeking to finance their expansion, repay debts, or improve their visibility. The process involves several steps, including the selection of investment banks, the determination of the issue price, and communication with potential investors. An IPO can also provide a liquidity opportunity for existing shareholders. However, it carries risks, such as market volatility and regulatory compliance costs. In summary, an IPO is a crucial step for a company wishing to access financial markets and attract new investors.

Mergers and acquisitions (M&A) refer to transactions through which one company acquires another (acquisition) or merges with it (merger). These operations aim to create value by combining the strengths of the two entities, achieving operational and financial synergies, and increasing market share. M&A can be driven by various strategic objectives, such as geographic expansion, diversification of products or services, or the acquisition of technologies and talents. The M&A processes involve complex steps, including due diligence, business valuation, negotiation of the agreement terms, and post-transaction integration. Although potentially lucrative, these operations carry significant risks, particularly in terms of corporate culture, human resource management, and regulatory compliance. Rigorous planning and meticulous execution are essential to maximize the chances of success.

An intra-group operation refers to a financial or commercial transaction carried out between different entities belonging to the same group of companies. These operations can include sales of goods, provision of services, loans, or transfers of assets. They are common in large multinational companies that seek to optimize their organizational and tax structure. Intra-group operations must be conducted under arm’s length conditions, meaning at prices comparable to those practiced between independent companies, in order to comply with tax regulations and avoid profit-shifting practices. Managing these transactions requires particular attention to accounting and compliance to ensure the transparency and fairness of the group’s consolidated financial statements.

A primary operation, also known as a primary issuance, refers to the first sale of financial securities, such as stocks or bonds, by a company directly to investors. This operation typically takes place in the context of an initial public offering (IPO) or the issuance of new shares to raise funds. The funds obtained by the company during this operation are used to finance growth projects, repay debts, or improve the capital structure. Unlike secondary operations, where securities are traded between investors on the secondary market, primary operations involve a direct transaction between the issuer and the investors. These operations are crucial for companies seeking to raise capital and for investors wishing to participate in the potential growth of the company from its early stages in the financial market.

A secondary operation, also known as a « secondary offering » in English, is an issuance of additional securities by a company that has already conducted an initial public offering (IPO). Unlike the IPO, where shares are sold to the public for the first time, a secondary operation involves the sale of existing shares held by current shareholders, such as initial investors, employees, or executives. This operation does not result in the creation of new shares and therefore does not increase the company’s capital. It allows existing shareholders to liquidate part of their holdings, often to diversify their investments or realize gains. Secondary operations can also include the issuance of new shares by the company to raise additional funds, but this dilutes the holdings of current shareholders. These operations are common in financial markets and can influence the company’s stock price.

Intra-group operations refer to the financial and commercial transactions carried out between the different entities of the same group of companies. These transactions can include the sale of goods and services, loans, asset transfers, and the payment of royalties or dividends. They are common in multinational groups where subsidiaries are spread across several countries. Managing intra-group operations is crucial for optimizing taxation, cash flow, and the overall performance of the group. However, they must be conducted under arm’s length conditions to comply with international tax regulations and avoid abusive transfer pricing practices. Auditors and regulators often examine these transactions to ensure they are not used to erode the tax base or artificially shift profits to low-tax jurisdictions.

Securities operations refer to all transactions and events affecting financial securities, such as stocks, bonds, and other financial instruments. These operations include the buying and selling of securities, dividend payments, stock splits, mergers and acquisitions, as well as the issuance of new shares. They can also encompass more complex events like public tender offers (PTOs) or debt restructurings. Securities operations are crucial for investors as they influence the value and performance of their portfolios. They require rigorous management and a deep understanding of financial markets to optimize returns and minimize risks. Financial institutions, such as banks and asset management companies, play a key role in facilitating and managing these operations for their clients.

ORA, or Offer to Reopen Shareholding, is a financial term referring to an operation by which a company offers its existing shareholders the opportunity to subscribe to new shares. This offer aims to raise additional funds to finance growth projects, reduce debt, or improve the capital structure. Shareholders often benefit from preferential conditions, such as a reduced purchase price compared to the current stock market price. The ORA also helps to strengthen shareholder loyalty by offering them the opportunity to increase their stake in the company. This operation can be perceived positively by the market if it is well justified and if the growth prospects are solid. However, it can also dilute the value of existing shares if the number of new shares issued is significant.

ORANE, or Obligation Redeemable in New or Existing Shares, is a hybrid financial instrument combining characteristics of bonds and shares. Issued by a company, an ORANE allows the investor to receive regular interest payments, similar to a traditional bond. However, at maturity, the principal repayment is made in shares of the issuing company, either new or existing. This mechanism offers investors an opportunity to participate in the potential growth of the company while benefiting from a fixed income. For the company, issuing ORANE can be an advantageous financing strategy, as it allows raising funds without immediately diluting the share capital. ORANE are often used by companies in a growth or restructuring phase, seeking to attract investors while preserving their cash flow.

ORAPA is the acronym for « Option de Rachat Anticipé Par l’Assuré » (Early Redemption Option by the Insured). It is a clause often included in life insurance contracts or similar financial products, allowing the insured to redeem their contract before its initial term. This option offers increased flexibility to investors, enabling them to recover part or all of their investment in case of urgent financial need or a change in personal circumstances. However, exercising this option may result in penalties or fees, and it is crucial to thoroughly understand the specific conditions of the contract before proceeding. ORAPA is particularly useful in liquidity management and financial planning, providing additional security in case of unforeseen events.

A « market order » is an instruction given by an investor to a broker to buy or sell a financial asset immediately at the best available price on the market. Unlike a limit order, which specifies a maximum or minimum price, a market order does not guarantee the execution price but ensures that the transaction will be carried out quickly. This type of order is commonly used when the priority is the speed of execution rather than price control. Market orders are particularly useful in highly liquid markets where the spreads between bid and ask prices are minimal. However, in less liquid or volatile markets, they can result in executions at less favorable prices due to rapid price fluctuations. In summary, a market order is an effective tool for quick transactions but carries risks of price variation.

A stock order is an instruction given by an investor to their broker to buy or sell financial securities, such as stocks, bonds, or options, on a stock market. Stock orders can be of different types, including market orders, limit orders, stop orders, and stop-limit orders. Each type of order has its own characteristics and execution conditions, allowing investors to manage risk and maximize their gains according to their investment strategies. For example, a market order is executed immediately at the best available price, while a limit order is only executed if the price reaches a predetermined level. Effective management of stock orders is crucial to optimize portfolio performance and minimize transaction costs.

The Best Price Order (BPO) is a term used in the stock market to refer to a type of buy or sell order for securities. When an investor places a best price order, they request that their order be executed at the best available price on the market at the time of the transaction. Unlike a limit order, where the investor specifies a maximum or minimum price, the BPO aims to achieve the best possible execution in terms of price, based on current market conditions. This type of order is particularly useful in volatile markets where prices can fluctuate rapidly, allowing the investor to take advantage of the best available price opportunities. The BPO is commonly used by traders to optimize their trading strategies and maximize their gains.

A « Limit Order » (LO) is an instruction given by an investor to their broker to buy or sell a security at a specified price or better. Unlike a market order, which is executed immediately at the current price, an LO allows for control over the execution price. For example, a buy limit order at €50 will only be executed if the price of the security is €50 or less. Similarly, a sell limit order at €50 will only be executed if the price reaches €50 or more. This type of order is particularly useful for investors who wish to avoid sudden price fluctuations and gain better control over their transactions. However, it carries the risk that the order may never be executed if the limit price is not reached.

A « Best Limit Order » is a type of stock market order used to buy or sell securities at the best available price in the market at the time of the transaction. Unlike a market order, which executes immediately at the current price, the best limit order aims to obtain a more favorable price by positioning itself at the top of the order book. This means that the order will be executed at the most advantageous price among the existing buy or sell offers. This type of order is particularly useful in volatile markets where prices can fluctuate rapidly, allowing investors to maximize their gains or minimize their losses. However, it carries the risk that the order may not be executed if the desired price is not reached. In summary, the best limit order combines the advantages of quick execution and the search for an optimal price.

A « Trigger Range Order » (TRO) is a type of stock market order used to buy or sell securities when their price reaches a certain predefined level. This order combines the characteristics of a stop order and a limit order. It allows the investor to specify a price range within which the order must be executed once the trigger level is reached. For example, an investor can place a TRO to buy a stock if its price reaches €50, but only if the price remains between €50 and €55. This type of order is particularly useful for investors looking to limit their risk while taking advantage of favorable market movements. It offers increased flexibility compared to traditional orders, allowing for more precise management of entry and exit strategies in financial markets.

A stop order, also known as a stop-loss order, is an instruction given to a broker to buy or sell a security when its price reaches a certain predetermined level, called the stop price. This type of order is commonly used to limit losses or secure gains in volatile market conditions. For example, an investor may place a stop-loss sell order below the current market price to protect against a significant decline. Once the stop price is reached, the order becomes a market order and is executed at the best available price. This strategy allows investors to manage risks proactively without having to constantly monitor market fluctuations.

A Collective Investment Scheme in Transferable Securities (UCITS) is a collective investment vehicle that allows investors to pool their funds to invest in a diversified portfolio of transferable securities, such as stocks, bonds, and other financial instruments. UCITS are regulated by European directives, ensuring a high level of investor protection and transparency. They mainly come in two categories: Open-Ended Investment Companies (SICAV) and Mutual Funds (FCP). UCITS offer investors professional management, risk diversification, and increased liquidity, as shares can be bought or sold at any time. They are particularly favored by individual and institutional investors seeking to optimize their returns while minimizing the risks associated with individual portfolio management.

An independent third-party organization (ITO) is an external and neutral entity, distinct from the stakeholders of a transaction or project, that intervenes to provide an objective and impartial assessment. In the field of finance and accounting, ITOs play a crucial role by conducting audits, certifications, or compliance verifications. Their intervention ensures the transparency, reliability, and integrity of financial information, thereby strengthening the confidence of investors, regulators, and the public. ITOs are often audit firms, rating agencies, or regulatory compliance experts. Their independence is essential to avoid any conflict of interest and to ensure fair and credible assessments. In short, ITOs are guarantors of good governance and financial transparency in companies and markets.

ORNAE is the acronym for « Obligations Remboursables en Actions Nouvelles ou Existantes » (Bonds Redeemable in New or Existing Shares). It is a hybrid financial instrument that combines characteristics of bonds and shares. ORNAE are issued by companies to raise funds while offering investors an option to convert into shares, either new or already existing, at a predetermined future date. This mechanism allows companies to benefit from lower initial financing costs while offering investors an opportunity to participate in the company’s potential growth. ORNAE are often used in contexts of debt restructuring or financing specific projects. They present a moderate risk, as they offer protection as a bond while allowing participation in the company’s equity.

ORNANE, or Cash-Settled Convertible Bonds into New or Existing Shares, is a hybrid financial instrument used by companies to raise funds. It combines the characteristics of traditional bonds and options to convert into shares. At maturity, the issuer has the option to repay the investor either in cash, in new or existing shares of the company, or a combination of both. This mechanism offers increased flexibility for the issuer in terms of cash management and capital dilution. For investors, ORNANE presents an attractive risk-return profile, offering both capital protection through cash repayment and potential capital gains through share conversion. This type of instrument is often used by publicly traded companies to optimize their capital structure while attracting a diverse investor base.

Financial orthodoxy refers to strict adherence to traditional and proven economic principles and practices. It advocates for budgetary rigor, control of inflation, and monetary stability. In terms of fiscal policy, this often involves austerity measures to reduce public deficits and debt. In monetary policy, orthodoxy favors controlled interest rates and prudent management of the money supply to avoid inflation. Proponents of financial orthodoxy believe that these practices ensure sustainable economic growth and investor confidence. However, critics argue that this approach can hinder short-term growth and exacerbate social inequalities. In summary, financial orthodoxy is a framework for prudent and conservative economic policies aimed at ensuring economic stability and predictability.

The term « Other Comprehensive Income » (OCI) refers to the revenues, expenses, gains, and losses that are not included in the calculation of a company’s net income but are recorded directly in equity. These elements include, for example, actuarial gains and losses on pension plans, foreign currency translation adjustments, and unrealized gains and losses on available-for-sale financial instruments. OCI is presented in the statement of comprehensive income and provides a more complete picture of a company’s financial performance. By incorporating these elements, investors and other stakeholders can better assess the changes in the company’s net value that are not reflected in the traditional net income.

OTI, or « Treasury and Investment Operations, » is a financial term that refers to activities related to the management of a company’s liquidity and financial investments. These operations include cash flow management, optimization of excess liquidity, and short- and medium-term investment decisions. The main objective of OTI is to maximize the return on available liquidity while minimizing financial risks. This may involve investments in financial instruments such as term deposits, Treasury bills, or other low-risk financial assets. Effective management of OTI is crucial to ensuring the company’s solvency, optimizing financing costs, and supporting long-term growth strategies. Financial managers use various tools and analyses to make informed decisions in this area.

« Out of the money » (OTM) is a term used in the field of financial options to describe an option that currently has no intrinsic value. For a call option, this means that the strike price is higher than the current price of the underlying asset. For a put option, this means that the strike price is lower than the current price of the underlying asset. OTM options are often cheaper than « in the money » (ITM) or « at the money » (ATM) options because they are less likely to be exercised profitably before their expiration. However, they can offer high returns if the market moves favorably. Investors often use OTM options for hedging or speculative strategies, betting on significant market movements.

An industrial tool refers to any equipment, machine, or device used in the context of industrial production. These tools are essential for automating, optimizing, and improving the efficiency of manufacturing processes. They can include CNC machines (computer numerical control), industrial robots, presses, automated assembly lines, and many other specialized pieces of equipment. Investing in advanced industrial tools allows companies to reduce production costs, increase the quality of finished products, and respond more quickly to market demands. In accounting, these tools are often classified as tangible fixed assets and are depreciated over their useful life. Effective management of industrial tools is crucial for maintaining the competitiveness and profitability of companies in a constantly evolving economic environment.

Overhang, in corporate finance, refers to a situation where a company has a significant volume of potentially dilutive securities in circulation, such as stock options, warrants, or convertible bonds. This situation can concern investors because the conversion of these securities into common shares could dilute the value of existing shares, leading to a drop in the stock price. Overhang is often measured as a percentage of the total number of shares outstanding and can influence investment decisions and market perception regarding the company’s financial health. Prudent management of overhang is essential to maintain investor confidence and avoid excessive dilution that could harm the company’s valuation.

Overlay is a financial term often used in the context of portfolio management and risk management. It refers to an additional strategy or technique applied to an existing portfolio to optimize returns or manage risks without altering the underlying positions. For example, a portfolio manager may use derivatives such as options or futures contracts to create an « overlay » that protects against market fluctuations or takes advantage of certain market opportunities. This approach allows for the layering of active management strategies on a passive management base, thus offering increased flexibility and better adaptation to changing market conditions. Overlays are particularly useful for institutional investors seeking to achieve specific objectives while maintaining a stable portfolio structure.

An Owner Buy Out (OBO) is a financial operation where the owner of a company buys out the shares of their co-shareholders or investors to become the sole owner. This type of transaction is often financed by a mix of equity and debt. The OBO allows the owner to regain full control of the company, often to align the company’s strategy with their own long-term objectives. This operation can be motivated by differences in vision among shareholders, the desire to simplify the company’s structure, or the wish to maximize value for the sole owner. OBOs are common in small and medium-sized enterprises where the owner wishes to maintain independent management and avoid external influences.