Pari Passu

A business arrangement in which two or more parties agree to pool resources for a specific project or business activity while maintaining their separate identities. Joint ventures often involve the sharing of intangible assets such as technology, brand rights, and market access, requiring careful valuation and allocation of contributed and created value.

A non-binding document outlining the key terms and conditions of a proposed investment, including valuation, investment amount, equity stake, board rights, liquidation preferences, anti-dilution provisions, and other protective clauses. The term sheet forms the basis for negotiation before definitive legal agreements are drafted.

A clause in a private equity or venture capital fund agreement that adjusts the distribution of carried interest at the end of the fund's life to ensure the general partner has not received more carry than entitled based on overall fund performance. Lookback provisions protect limited partners against early distributions that overstate returns.

A private equity and venture capital performance metric measuring the ratio of cumulative cash distributions returned to investors relative to the capital they have contributed. A DPI of 1.0x means investors have received back their original investment.

A term in a venture capital or private equity investment that determines the order and amount in which investors are paid before other shareholders in a liquidation event (sale, wind-down, or IPO). Common structures include 1x non-participating and 1x participating preferences.

A set of technology-based financing solutions that optimise cash flow by enabling suppliers to receive early payment of their invoices at a discount, funded by a financial institution or platform, while the buyer retains its original payment terms. Supply chain finance (also known as reverse factoring) benefits all parties: suppliers improve working capital, buyers extend payment terms without damaging supplier relationships, and financiers earn a return backed by the buyer's credit quality.

A reconciliation tool used in purchase price allocations to verify that the weighted returns implied by the fair values assigned to all acquired assets — tangible and intangible — are consistent with the overall cost of capital for the business. WARA serves as a reasonableness check under IFRS 3 and ASC 805 to ensure that no individual asset class has been materially over- or under-valued.

An intangible asset that meets the identifiability criteria under IFRS 3 or IAS 38, meaning it is either separable from the entity (can be sold, transferred, or licensed independently) or arises from contractual or legal rights. Identified intangible assets are recognised separately from goodwill in purchase price allocations.