This guide provides an overview of the processes, possible structures, and principal issues for consideration by an acquirer in connection with an acquisition of a publicly traded US company for cash (i.e., a “take-private” transaction). More specifically, the term “take-private transaction” often is used to refer to any of the following three types of transactions:

..General take-private: an acquisition of a public company for cash (i.e., such that the company ceases to be “public”), irrespective of the type of acquirer

..Sponsor take-private: an acquisition of a public company by a private equity sponsor, typically in a leveraged buyout transaction

..Controller take-private: an acquisition by a controlling shareholder of the remaining shares of a public company’s stock that it does not own

This guide primarily focuses on general take-private transactions, as well as additional considerations involved in Sponsor take-private transactions. For the most part this guide does not address Controller take-privates due to their relative infrequency and the number of structuring, disclosure, fiduciary duty, and other considerations that are specific to Controller take-privates.