Given the significant disruptions to the public markets and corresponding adjustments to the valuations of public companies and their securities in recent years, managers and investors are increasingly exploring the possibility of taking these entities private, in “going private” transactions. In general terms, a going private transaction is the exchange of cash for the shares of a company’s existing public shareholders so that, at the end of the transaction, the company is permitted to terminate its public company status. Forms of going private transactions include:
- mergers of the company with a newly-formed company owned by the manager/control group;
- tender offers by the newly-formed company; or
- a self-tender by the company for its own shares.
A going private transaction typically is initiated by a controlling shareholder or by a group of shareholders that either constitutes a majority or at least a control position in a company. Senior management of the company often comprises such a buyout group, often making going private transactions appear to be management buyouts.