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How to Track a Go-Shop After Signing
How to track a go-shop is a post-signing solicitation clock, not a one-word “we can still shop” flag and not the same row as a no-shop. For each signed deal that permits the target to solicit competing bids, log the window start and end, what the target may actually solicit, the go-shop termination fee versus the post-window fee, the Superior Proposal definition, notice and matching rights, and status. Raziel's no-shop tracking page is the ban on soliciting. This page is the permitted auction window that sometimes sits in front of that ban.
This is not legal, tax, or investment advice. Raziel does not provide it. Copy the go-shop article. Do not invent a 40-day default.
What this go-shop ledger is (and is not)
A go-shop lets the target actively solicit competing acquisition proposals for a defined period after signing, usually with a lower termination fee if a Superior Proposal found in that window causes the deal to break. Houlihan Lokey’s 2024 Going Private Transaction Study reviewed 36 sponsor-backed take-privates announced in calendar 2024. Six of those 36 (17%) provided for a post-agreement go-shop, with an average go-shop length of 41.7 days among the observed go-shops (35.0 days in the 2023 study). Every go-shop in that 2024 sample used a bifurcated termination fee: the fee payable during the go-shop was lower than the fee payable after the window closed. Those figures are a take-private snapshot. Your merger agreement’s days and dollars control.
Houlihan Lokey’s separate 2024 Transaction Termination Fee Study (123 M&A transactions) found bifurcated termination fees in 11 deals (8.9% of that sample). Do not paste the going-private 17% onto a strategic public deal, or the 8.9% onto a take-private. Name which study you are citing, then copy your paper.
Seven columns on one go-shop row
Open one row per signed deal that has a go-shop (child rows if a truncated window applies after an amended bid). Attach the go-shop article and the termination-fee schedule.
Window start and end. Signing date, go-shop end date, and day count. Houlihan Lokey 2024 going-private: average 41.7 days among observed go-shops. Copy yours. Do not paste 40 or 45 because a blog called it typical.
What the target may solicit. Active solicitation, sharing diligence, and negotiating, versus a window-shop that only lets the board respond to unsolicited inbound. Copy the verbs. If the clause is a no-shop with a fiduciary out, that belongs on the no-shop row, not here.
Go-shop fee vs post-window fee. Dollar amounts (or percents of equity value / transaction value) during the window and after. Houlihan Lokey 2024 going-private: 100% of go-shops were bifurcated, with the during-window fee lower. The same study’s overall seller termination-fee median was 2.8% of transaction value (mean 3.1%). Copy both tiers from your paper.
Superior Proposal definition. What counts (price, certainty, financing, timing, and other named factors). Do not treat every indication of interest as a Superior Proposal.
Notice and matching rights. How fast the target must notify the initial buyer, and how long the buyer has to match. In Houlihan Lokey’s 2024 going-private sample, every deal granted matching rights on a fiduciary out, described as effective for a period of up to eight days; the most common stated match period was four days (44% of that sample), then five days (25%), then three days (14%). Those are study frequencies. Copy the signed days.
Pre-signing process note. Whether an auction already ran. In the 2024 going-private sample, go-shops appeared only on deals that had already been auctioned (six of 36, across widespread, limited, and targeted processes). A go-shop after a full auction is a different risk than a go-shop that is the first market check. Store which one you have. Do not assume “go-shop means nobody shopped before.”
Status. Window open, competing proposal noticed, matching in process, matched, expired into the no-shop, terminated with the go-shop fee, or closed. When a fee is paid, book the cash date on the deal ledger.
Copy the signed days, not the 41.7-day average
Do not paste 41.7 days onto a 25-day go-shop. Do not treat a bifurcated fee as “the breakup fee” without storing both tiers. Do not fold a go-shop into the no-shop row. The no-shop is what starts when this window ends. Keep the two clocks separate so a termination notice is classified against the right fee.
When the ledger holds
The row holds if the seven cells are copied from the PDFs (or marked missing). It fails when you invent a day count, mix go-shop and no-shop, or ignore a match period. Raziel's MOIC calculator is only honest if a paid go-shop fee has a date and a label. Raziel does not run your auction. Copy the seven columns.
