Definition
The dealer manager is the broker-dealer engaged by the bidder to manage the operational and solicitation aspects of the tender offer. The dealer manager is typically (but not always) also the bidder’s financial advisor on the deal.
Responsibilities
- Coordinate solicitation of tenders
- Distribute dealer-manager instructions to other broker-dealers
- Receive solicitation fees (when offered) for tenders procured through them
- Coordinate with the depositary and information agent
- Manage compliance with Rule 14e-5 (no outside purchases) for itself and affiliates
Why it matters
The dealer manager is the operational center of gravity for the bidder side of the transaction. Most U.S. tender offers list a major investment bank as dealer manager.