Tender offer documents explained

Direct answer

A private-company tender offer is governed by three categories of documents:

• Offer-to-purchase — the binding terms of the offer
• Letter of transmittal — the seller’s election form (and, when signed, the seller’s commitment)
• Disclosure package — financials, risk factors, FAQs, and ancillary materials

Read the offer-to-purchase first, then the letter of transmittal carefully before signing anything.

What the offer-to-purchase covers

• Identity of the issuer and the buyer(s)
• Eligibility criteria
• Eligible securities (common, vested options, RSUs, etc.)
• Price per share
• Per-seller cap
• Aggregate program size
• Offer window (start and end)
• Withdrawal rights
• Allocation method (typically pro-rata)
• Settlement timing and mechanics
• Tax disclosures (with security-type-specific notes)
• Conditions to closing
• Risk factors
• Information-agent contact
• Paying-agent contact

This is the binding document. Anything in press coverage that contradicts it is wrong.

What the letter of transmittal covers

• The seller’s identification
• Confirmation of eligibility
• The shares the seller is electing to tender
• The seller’s tax certification (W-9 / W-8 series, etc.)
• Wire/ACH instructions for proceeds
• Representations and warranties (e.g., that the seller owns the shares free and clear)
• Signature block

The signed letter of transmittal is the seller’s irrevocable election (subject to withdrawal rights during the offer window).

What the disclosure package covers

• Recent financial information
• Material developments since the last financing
• Risk factors
• FAQs
• Worked examples (sometimes)
• Cap-table or share-count summaries (sometimes)

What sellers should specifically look for

• The per-seller cap — express it as a percentage of vested holdings and as a hard share count
• The eligibility definition for your security types
• The withdrawal-rights language
• The withholding treatment for any option exercise components
• The wire/ACH mechanics — do not skip this part
• The tender deadline in your time zone

What companies should make sure is in the package

• A clear FAQ that anticipates the most-asked questions
• Worked examples for vested common, vested NSOs, vested ISOs, and vested RSUs
• A clean support inbox or hotline through the information agent
• A direct pointer to where electronic elections are submitted

Educational reference only — read the actual documents for binding terms.