Roles in a tender offer
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.
Direct answer
A typical private-company tender offer has five operational roles plus legal:
- Issuer — the company whose shares are tendered
- Buyer(s) — who actually purchases the shares (sometimes the issuer itself)
- Information agent — runs all communications with eligible sellers
- Paying agent — handles money in and money out
- Cap-table provider — manages the eligibility list, elections, and transfer mechanics
- Counsel — issuer counsel (always); buyer counsel (often); special counsel (sometimes)
What each role actually does
Issuer
The company. Defines eligibility, sets the program structure, chooses buyers, signs the definitive agreements, and approves all material communications.
Buyer(s)
Provide the capital. Sign a definitive purchase agreement with the issuer that conditions the closing on tender mechanics. May be a single fund or a syndicate.
Information agent
The single channel for eligible sellers. Sends offer materials, runs a support inbox, handles question logs, sends reminder cadences, processes elections (in coordination with the cap-table provider), and documents seller communications.
Paying agent
Receives funds from the buyer(s). Calculates and applies withholding. Disburses net proceeds to eligible sellers. Reconciles all flows with the issuer and the cap-table provider.
Cap-table provider
Maintains the system of record for eligibility, elections, and resulting share transfers. Generates the eligibility list, processes withdrawals, applies allocation logic, and records the post-close cap-table state.
Counsel
Issuer counsel drafts offer documents (offer-to-purchase, letter of transmittal, disclosure package), confirms regulatory posture, and supports Q&A. Buyer counsel reviews on the buyer side. Special counsel sometimes handles cross-border eligibility.
How the roles coordinate
A successful tender offer runs on tight loops between the information agent (seller-facing), the cap-table provider (system-of-record), and the paying agent (cash). The issuer and counsel govern, but the operational cadence is driven by these three.
Common patterns:
- The information agent and cap-table provider sync nightly during the offer window
- The paying agent and cap-table provider reconcile on close + 1 and again on settlement day
- The issuer signs off on every external communication touched by the information agent
The hidden role: the seller
Eligible sellers are not formally a “role” but they are the main user of the system. Smooth offers respect this: clear materials, a working support inbox, predictable timelines, and clean confirmations.
Educational reference only — actual roles and their boundaries depend on the specific transaction.