Side-by-side: a structured, multi-seller program vs a one-off bilateral transfer.
| Attribute | Tender offer | Secondary sale |
|---|---|---|
| Number of sellers | Many (often hundreds) | One |
| Pricing | Single, fixed, pre-set price | Negotiated per transaction |
| Eligibility | Defined eligibility list | Whoever the company approves |
| Window | Fixed (≥20 business days in U.S.) | Continuous or ad-hoc |
| Allocation | Pro-rata if oversubscribed | N/A |
| Information agent | Yes | No |
| Paying agent | Yes | No |
| Cap-table involvement | Central — list, election, transfer | Transfer only |
| Tax mechanics | Uniform; structured withholding | Bespoke per transaction |
Companies and shareholders often face the choice — or the confusion — between running a structured tender offer and approving one-off secondaries. The table above summarizes the practical differences. The full guide goes deeper.