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Closing Process: Bidding, Negotiation & Default

Is the bidding process binding?​

Bids submitted during the Liquidity Window are non-binding. The transaction becomes binding only once the definitive Purchase and Sale Agreement (PSA) is signed by both parties.

How do Counter-Offers work?​

Negotiation is flexible. When reviewing a bid, you have three options:

  1. Accept: Agree to terms.
  2. Decline: Withdraw from negotiation.
  3. Counter: Enter an adjusted price. Sellers can counter multiple buyers simultaneously to maximize competition.

How does the seller award a winner?​

  1. Wait 15 Days: Ensure the regulatory wait period has passed.
  2. Select Winner: Click "Award" on the chosen bid.
  3. Select Backup Buyers: Sellers are strongly encouraged to select a 1st and 2nd backup buyer.
  • Why? Winners have only 2 days to confirm. If they withdraw, the 1st backup is automatically notified. Without backups, a withdrawal cancels the listing, triggering the 60-day wait period.

What if the buyer or seller changes their mind?​

  • Pre-PSA (Bidder): A bidder can cancel a bid during the liquidity window without penalty.
  • Post-Award (Bidder): If a bidder withdraws after the LOI is accepted, they could be excluded from future participation, and the backup bidder is invited.
  • Post-PSA (Default): Once the PSA is executed, the trade is legally binding. Defaulting creates legal liability and financial penalties.

What happens if a Seller defaults on a Capital Call?​

If a capital call occurs during the transaction process, the following remedies apply:

  • During Window: The seller remains responsible for the call. Bidders may be offered a distressed sale option.
  • After Award (Pre-Sign): A 10% discount is added to the purchase price, and the winning bidder is given the option to cover the call.
  • After Signing (Pre-Close): A 5% discount is applied to the final purchase price, and the buyer is asked to fund the call.