Tender offer guides

A tender offer is a structured invitation to a defined group of shareholders to sell a portion of their shares at a fixed price during a fixed window. This guide explains how it works, who runs it, and how it differs from a one-off secondary sale.

A step-by-step walkthrough of a private-company tender offer — from the moment a buyer is identified to the day proceeds settle in eligible sellers' bank accounts.

A typical private-company tender offer takes about 90 days from buyer commitment to settlement, with a 20-business-day offer window in the middle. Here is what happens, and when.

The offer-to-purchase, the letter of transmittal, and the broader disclosure package — what they are, what they say, and what to look for.

When more shares are tendered than the offer can buy, the offer is oversubscribed and a pro-rata allocation rule scales every elected position down by the same factor.

A private-company tender offer involves an issuer, buyers, an information agent, a paying agent, a cap-table provider, and counsel. Here's what each role does, why it matters, and how they coordinate.

Tender offers create taxable events. Here is a plain-English overview of how the tax mechanics typically work, what withholding looks like, and where to get qualified advice.

A buyback is a tender offer where the company itself is the buyer. A typical private-company tender offer has third-party buyers. The mechanics are similar — the cap-table and tax effects are not.

A tender offer is a structured, multi-seller program with uniform terms. A secondary sale is a one-off bilateral transfer. Here's how to tell them apart and when each one matters.