Dual track
LBORunning a private sale process and a stock market listing in parallel, deferring the choice between them until both are ready to complete.
Also written: dual track process, dual track exit
A dual track preparation runs a sale process and a listing to the point of decision at the same time, and only then picks one. It exists because the two markets are genuinely independent: private M&A can be active while the equity issuance window is shut, and the reverse happens just as often. Committing to one route six months ahead of completion is committing to a market condition nobody can forecast.
The second benefit is negotiating leverage. A trade bidder who can see a real, funded, prospectus ready listing cannot behave as though it is the only way out, which changes how it bids and how hard it pushes on terms late in the process.
The cost is real and should be stated rather than glossed over. Two sets of advisers, two document workstreams, two sets of diligence and a very large claim on senior management time, all to produce one outcome. There is also a signalling cost: a dual track announced late in a private process can be read by bidders as evidence that the private process is not going well.
It suits businesses that genuinely have both options: large enough to sustain a listing, with a growth narrative a public market will buy, and attractive to trade or financial buyers. A cyclical or niche business with no credible listed comparator does not have a dual track, it has a sale process with an expensive decoration.
Worked example
A sponsor prepares an initial public offering and a private auction for the same asset over roughly six months.
At the decision point, equity markets have weakened and the listing would price below the standing trade bid, so the sponsor completes the sale and shelves the listing.
The listing was not wasted work. It set the price floor the trade bidder had to beat, and the sponsor would have taken it had the market moved the other way.