GROSS DEBT, generally, is the sum total of an entities debt obligations. In corporate finance, it is usually comprised of debt financing, irrespective of its maturity, i.e. medium and long-term (various borrowings due in more than one year that have not yet been repaid) and short-term bank or financial borrowings (portion of long-term borrowings due in less than one year, discounted notes (same technique as discounting of bills of exchange), bank overdrafts, etc.).
SENSITIVE LIABILITIES normally refers to interest rate sensitive liabilities (i.e., liabilities where there is a floating interest rate).
FAIRNESS OPINION is an investment banker's professional opinion as to the price an acquiring firm's is offering in a takeover or merger.
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