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Special Situations
Glossary

A reference to the language of special situations markets — capital structure, recovery value, liquidation preference and the terms used across illiquid, distressed, private and insolvency-related assets.

Glossary of terms
ILLIQUID SECURITIES

Securities & Liquidity

Illiquid Security

A financial instrument that cannot be readily sold or transferred without significant delay, discounting or reliance on specialised channels.

Delisting

The removal of a security from a regulated exchange. The instrument continues to exist as a legal ownership interest but loses exchange-based liquidity.

Suspended Security

A security whose trading has been temporarily or indefinitely halted by an exchange or regulator due to corporate, financial or compliance events.

Restricted Security

A holding subject to contractual or regulatory limitations on resale, transfer or assignment, reducing its marketability.

Over-the-Counter (OTC)

A market where instruments trade directly between parties rather than on a centralised exchange, often with limited volume and price transparency.

Price Discovery

The process by which market activity establishes the price of an asset. In illiquid markets this mechanism is fragmented or absent.

DISTRESSED & RESTRUCTURING

Distress & Capital Structure

Distressed Security

An instrument issued by a company experiencing significant financial or operational stress, typically trading at a reduced valuation reflecting uncertainty.

Capital Structure

The composition of a company's funding across debt and equity, defining the priority in which claims are paid.

Covenant Breach

A failure to meet a contractual condition attached to debt, which can accelerate repayment or trigger restructuring.

Restructuring

A negotiated or court-supervised reorganisation of a company's debt, equity or operations to restore viability.

Recapitalisation

A change to the mix of debt and equity in a company's capital structure, often to address leverage or liquidity pressure.

Debt-to-Equity Conversion

A restructuring mechanism in which creditor claims are exchanged for equity ownership in the restructured entity.

Subordination

The ranking of a claim below others in the capital structure, affecting the order and likelihood of repayment.

Special Situation

An investment opportunity driven by a specific corporate or legal event — restructuring, insolvency, delisting or dislocation — rather than ordinary market pricing.

INSOLVENCY & CLAIMS

Insolvency, Claims & Recovery

Insolvency Claim

A legally recognised financial entitlement held by a creditor against a company in formal insolvency or bankruptcy proceedings.

Creditor Hierarchy

The legal order of priority — secured, preferential, unsecured — in which creditor claims are repaid from an insolvency estate.

Secured Claim

A claim backed by collateral, granting the holder priority rights over the specific pledged assets.

Unsecured Claim

A claim without collateral backing, typically ranked lower and dependent on residual estate value.

Recovery Value

The estimated amount a claimant may ultimately receive from an insolvency estate, expressed as a proportion of face value.

Insolvency Estate

The pool of assets gathered and administered for distribution to creditors during insolvency proceedings.

Liquidation Preference

A contractual right that determines the order and amount certain holders receive on a liquidation or winding-up before others.

Cross-Border Insolvency

An insolvency involving assets, creditors or proceedings across more than one jurisdiction and legal system.

PRIVATE MARKETS

Private & Secondary Markets

Private Market Holding

An equity or equity-linked interest in a company not listed on a public exchange, typically illiquid and subject to transfer restrictions.

Pre-IPO Equity

Shares in a private company expected to pursue a future public listing, held by founders, employees or early investors.

Secondary Transaction

The transfer of an existing private holding from one holder to another, as distinct from a primary issuance of new shares.

Right of First Refusal

A contractual right allowing a company or existing shareholders to match an offer before a holding is transferred to a third party.

Lock-Up Period

A contractual period during which holders are restricted from selling or transferring their shares.

Tender Offer

A company-facilitated process inviting eligible shareholders to sell shares on defined terms, often used to provide structured liquidity.

PORTFOLIO, PROCESS & COMPLIANCE

Portfolios, Process & Compliance

Legacy Portfolio

A collection of accumulated, non-core or dormant holdings no longer managed under a current investment mandate.

Portfolio Rationalisation

The structured review and simplification of a portfolio to separate liquid, illiquid and distressed components.

Counterparty Mapping

The identification of institutional investors or buyers whose mandates align with a specific asset or situation.

Transaction Feasibility

An assessment of the practical, legal and counterparty conditions required to structure a transfer or engagement.

Due Diligence

The structured investigation of an asset's legal, financial and ownership characteristics prior to any transaction.

AML / KYC

Anti-Money-Laundering and Know-Your-Customer procedures used to verify counterparties and the source of funds.

Sanctions Screening

The checking of counterparties against applicable sanctions lists and restrictions before engagement.

No-Solicitation Basis

Information shared for context only, not constituting an offer, recommendation or invitation to transact.

INSIGHTS

Understand the
Terminology

These definitions are provided for general educational and contextual purposes. They do not constitute legal, financial or investment advice, and specific situations should be assessed individually.

Definitions are simplified for accessibility and may vary by jurisdiction. Professional advisors should be consulted regarding specific circumstances.