Guide · process
Tender offer timeline
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.
Updated Feb 28, 2025
Direct answer
A typical private-company tender offer runs roughly 90 days end-to-end. The offer window itself is at least 20 U.S. business days. Phases — preparation (~30 days), launch and offer window (~20 business days), election processing (~5–10 business days), and settlement (~10–14 days post-acceptance).
Direct answer
A typical private-company tender offer runs about 90 days end-to-end, with the offer window itself running at least 20 U.S. business days. Real timelines vary, but the rough phases are:
- Preparation — ~30 days
- Launch + offer window — ~20 business days (the regulatory minimum)
- Election processing & allocation — ~5–10 business days
- Settlement — ~10–14 days after acceptance
Phase-by-phase
Preparation (~30 days)
- Buyer / syndicate confirmed and price agreed
- Eligibility framework finalized
- Issuer counsel drafts the offer-to-purchase, letter of transmittal, and disclosure package
- Information agent, paying agent, and cap-table provider engaged
- Eligible-seller list finalized in cap-table system
- KYC / onboarding materials prepared
Launch + offer window (≥20 business days)
- Day 0 — Offer launched. Materials sent to eligible sellers.
- Days 1–15 — Information agent fields questions; sellers submit elections.
- Days 16–19 — Late-window reminders. Most participation lands in the final 72 hours.
- Day 20 — Tender deadline (close of the offer window).
Election processing & allocation (~5–10 business days)
- Total elections aggregated
- Oversubscription check; if applicable, pro-rata allocation applied
- Withholding tax calculated per seller
- Acceptances issued to eligible sellers with their final accepted share counts and proceeds
Settlement (~10–14 days after acceptance)
- Buyer wires funds to the paying agent
- Paying agent disburses net proceeds to each seller (ACH or wire)
- Cap-table provider records share transfers
- Closing binder assembled
Common deviations from the standard timeline
- Multiple buyers can extend preparation as syndication is finalized.
- Cross-border eligibility can extend both preparation (legal review per jurisdiction) and settlement (additional KYC and disbursement complexity).
- Combined primary + secondary structures can shift the close to align with the primary financing’s signing.
- Oversubscription doesn’t extend the timeline materially — pro-rata allocation is mechanical.
A worked example
A late-stage company announces a $500M tender offer at $50/share open to current and former employees with vested common stock or vested options.
- Day -30 — Internal kickoff with counsel and the information agent
- Day 0 — Offer launches. Eligible sellers receive materials.
- Day 14 — First reminder cadence
- Day 19 — Final reminder cadence
- Day 20 — Window closes. Aggregated elections show 1.4× oversubscription.
- Day 25 — Acceptances issued; pro-rata allocation factor 0.71 applied.
- Day 30 — Buyer wires funds.
- Day 32 — Paying agent disburses proceeds. Cap-table records updated.
Educational reference only — actual timelines and rules depend on the specific transaction and applicable regulation.