The other half of the bank
Every deal a bank does,
start to signature.
70 transaction types across 7 desks — the timetable, the cast, and the thing that kills each one.
An independent educational publication by DELISORIA. Nothing on this site is investment advice — read the disclaimer.
7 desks, 70 transaction types. Each desk opens with the transactions that define it and ends with the specialised ones. Open a desk to see what is in it, or search across all of them.
EasyMediumHard— how much a product assumes before it makes sense
No transaction is named that.
Mergers & Acquisitions
Companies changing hands — bought, sold, merged, split apart. The deal everybody has heard of, and the one with the most ways to fail.
Sell-side auction
The seller runs a race between buyers. Most of the price is made here, not in the model.
Recommended offer
A listed company bought with its own board's blessing — then a year of waiting for people outside the room.
Hostile takeover
An offer made to shareholders over the board's objection, argued entirely from public filings.
Scheme of arrangement
A takeover run through a court: it delivers the whole company or nothing, and the classes decide who has a veto.
Tender offer
A price published to every shareholder at once. Whoever hands over their shares is bought; whoever does not, is not.
Take-private
A listed company bought by a financial buyer and removed from the market — with the debt committed before a word is said.
Private share purchase
Buying a private company by buying its shares — and inheriting everything it has ever done.
Squeeze-out
Past a statutory threshold, a buyer may take the last shares whether or not those owners agree.
Asset purchase
Buying the business instead of the company: only what is on the list transfers, and every consent is somebody else's veto.
Carve-out
Selling part of a group that was never a company. Most of the work is manufacturing something sellable.
Spin-off
A group divides itself and hands shareholders both halves. Nobody buys anything and no money moves.
Merger of equals
Two comparable companies combining without one buying the other. The ratio can be split; the chief executive cannot.
Joint venture
Two companies build something together instead of one buying the other. The document that matters says how it ends.
Minority stake
Buying part of a company without buying control — and paying less per share for exactly that reason.
Activist campaign
A small stake and a public argument. Nothing is bought — the register decides.
Equity Capital Markets
Selling shares — a company's first sale to the public, its next one, and the days somebody places a large block of an existing holding.
Initial public offering
A year of preparation, ten days of bookbuilding, one price for everybody — and the highest bidder does not win.
Rights issue
Every shareholder is offered new shares in proportion. Nobody who takes part is diluted, which is why the discount can be enormous and cost nothing.
Follow-on offering
A listed company selling more shares. The market already knows what it is buying, so only the discount is in question.
Direct listing
A company lists its existing shares without selling any. No bookbuild, no underwriter, no offer price — the first trade sets it.
Accelerated bookbuild
A block of shares sold between the close and the open. The whole transaction is shorter than one meeting.
Block trade
A bank buys the whole holding outright at a guaranteed price, then owns the problem until it is placed.
Convertible bond issue
A bond that can become shares. Sold by the equity desk, documented like a bond, and priced off volatility.
De-SPAC merger
A listed cash shell merges with a private company. The money raised is not the money that arrives.
PIPE
A listed company selling shares privately, at a discount, usually because the public route is not open to it.
Greenshoe and stabilisation
For a defined period after a listing, one named bank may support the price within published limits. It is disclosed, and it is not a rescue.
Debt Capital Markets
Borrowing in public: a company or a government sells a bond to hundreds of investors in an afternoon, and does it again next year.
Investment-grade bond issue
Announced in the morning, priced in the afternoon. One number is negotiated all day: the spread.
High-yield bond issue
Same market, different transaction: here the covenants are the deal, and the roadshow exists to explain them.
Hybrid capital issue
A bond written to look partly like equity, so an agency will treat some of it as capital. Its whole life turns on a call the issuer need not honour.
Liability management
An issuer buying back or exchanging its own bonds. Nobody has to accept, which is what separates it from a restructuring.
Note programme
A standing set of documents that lets an issuer sell a bond in an afternoon. It is why same-day execution exists.
Private placement
Notes sold to a handful of institutions directly. No public document, often no rating, and covenants closer to a loan than a bond.
Labelled bond issue
An ordinary bond with a label attached and a reporting promise behind it. The label attaches to a report, not to a payment.
Covered bond issue
A bond secured on a pool of loans that never leaves the bank's balance sheet. Two claims instead of one.
Sovereign syndication
A government selling a bond through banks instead of at auction — used when an auction would be a leap in the dark.
Leveraged Finance
Debt raised against a company's own cash flows in order to buy it — the financing behind private equity, and what decides whether a buyout happens at all.
Leveraged buyout
A company bought largely with borrowed money, secured on the company itself. The price is worked out backwards from the financing.
Term Loan B
The institutional loan that funds most buyouts. The bank commits first and sells afterwards, and the gap is its exposure.
Unitranche
One lender, one instrument, one signature. The sponsor pays more for a financing that cannot fall apart before funding.
Mezzanine finance
Debt between the senior lenders and the equity. Paid last among lenders, first among owners — and the intercreditor agreement is the deal.
Bridge to bond
A loan that exists to be replaced. It lets an acquisition be announced with certain funds months before the bond can be sold.
Dividend recapitalisation
A company borrows more and pays the proceeds to its owners. Nothing about the business changes; its balance sheet changes completely.
Bolt-on acquisition
A portfolio company buying a smaller one. The arithmetic is the point: a low multiple bought into a higher one.
Continuation vehicle
A fund sells an asset to a new fund it also manages. Existing investors choose cash or staying in — and the manager is on both sides.
Stapled financing
The seller's own bank offers a pre-arranged financing package to whoever buys — and sits on both sides of the same table.
Restructuring
What happens when the debt cannot be paid: the negotiation, the court, and who ends up owning what.
Standstill
Creditors agree not to enforce while a plan is negotiated. It buys the only genuinely scarce thing here, which is time.
Amend and extend
The maturity is pushed out and the terms are adjusted, without anybody writing anything off. The mildest transaction on this desk.
Distressed exchange
Bondholders are offered less than they are owed, and the alternative is not repayment. Same mechanics as liability management, with the choice removed.
Debt-for-equity swap
Creditors give up debt and receive the company instead. Where the value breaks decides who ends up owning it.
Restructuring plan
The court procedure that delivers a takeover, applied to creditors. A majority binds the rest — and a whole dissenting class can be crammed down.
Court-supervised reorganisation
A company files for protection and keeps running. Enforcement stops on the day of the filing, which is the most powerful feature of the procedure.
Rescue financing
New money lent to a company already in difficulty, with priority over almost everybody. Whoever provides it usually sets the terms of the restructuring.
Uptiering and drop-downs
A majority of lenders and the borrower use permissions in their own documents to improve their position at the expense of the rest.
Wind-down
The business stops and the assets are sold for whatever they fetch. It is the alternative every restructuring is measured against.
Structured & Asset Finance
Money lent against a defined pool or a single asset rather than against a company — receivables, aircraft, power stations, buildings.
Securitisation
Loans sold into a vehicle that exists for nothing else, whose cash is distributed by a contract rather than by a decision.
CLO issue
A managed fund financed by tranched notes. Unlike the rest of this desk, the collateral is traded actively for years after pricing.
Project finance
Money lent against one asset that does not exist yet, repaid only from what it earns. The lenders have no claim on anybody's balance sheet.
Commercial real estate loan
A loan against a building and the rent it produces. Almost nothing is repaid before maturity, which is where the risk sits.
Aircraft finance
A loan against one machine with a serial number, a lease attached and a resale market. Everything depends on what it is worth at the end.
Shipping finance
A mortgage on a moving asset, repaid from freight rates nobody can forecast. The most cyclical lending on this desk.
Receivables finance
Money advanced against invoices already issued. The credit is the customers', not the borrower's — which is the whole point.
Significant risk transfer
A bank keeps the loans and sells only the risk. Nothing moves; what changes is how much capital must be held.
Valuation & Deal Analysis
The arithmetic underneath all six: what a business is worth, what a buyer can pay, and which of those two numbers a deal is actually priced off.
Discounted cash flow
The only method that values the business itself. Also the one whose answer moves most when nobody is looking.
Trading comparables
What the market pays for similar businesses today. The choice of peers is made before any arithmetic and is most of the valuation.
Precedent transactions
What was actually paid for similar businesses, control premium included. Facts, from a market that no longer exists.
LBO analysis
The same cash flows run backwards. Not what is it worth, but what can be paid at a target return.
Accretion and dilution
Whether the buyer's earnings per share go up or down. Not a valuation, and the number a board will actually ask about.
Sum of the parts
Each division valued separately and added up — used to argue a group is worth more apart than the market says it is worth together.
Synergies
The savings a combination is supposed to produce — announced with confidence, paid for at announcement, and checked years later if at all.
Cost of capital
The rate everything is discounted at, assembled from inputs that are mostly estimates of things nobody can observe.
Fairness opinion
A narrow statement, on a stated date, about one specific offer. It says far less than most readers assume, and what it says is precise.
Exchange ratio
How many buyer's shares each target share becomes. In a share deal it is the only number, and it is about relative value.