War-game a secondary offering narrative by confronting the questions behind who can sell, why the window exists, and what the transaction signals.
A secondary transaction can provide liquidity without adding capital to the company. The narrative still affects employees, investors, and prospective hires. If the explanation avoids seller selection or implies a financing purpose the transaction does not have, audiences will fill the gap themselves.
Build the source pack
Include the transaction structure, eligibility policy, allocation method, timing, price mechanics, governance approvals, and any limits on what may be shared. Add the cap table views reviewers are authorized to use and the employee communication plan. Identify which facts remain conditional.
Write one paragraph explaining the business rationale in ordinary language. Keep liquidity, retention, cap table administration, and investor access separate so each claim can be tested. State who receives proceeds. State whether the company receives any proceeds.
Run four audience readings
Eligible seller: tests allocation, deadlines, tax caveats, and what happens if demand is lower than submitted interest.
Ineligible employee: asks why the policy draws this boundary and whether another window is promised.
New investor: probes information rights, pricing context, transfer restrictions, and seller concentration.
Governance reviewer: challenges approvals, conflicts, disclosure consistency, and handling of confidential information.
Give every audience the same factual packet. Capture questions the packet cannot answer. Those gaps should become an explicit owner, a narrower claim, or a hold on circulation.
Pressure-test the signal
Use Pingpong to test how the narrative reads when a large holder sells, when the offering is oversubscribed, when allocations are cut, and when the next financing date is unknown. Ask reviewers to identify any sentence that sounds like a promise of future liquidity. Have finance reconcile every number while legal reviews the actual disclosure boundary.
Pair this session with an investor update, the IR lead seat, or a board consent review. The war-game decisions hub covers more capital rooms.
Before circulation, require the transaction owner to answer the hardest ineligible-employee question using only approved facts, then add that answer to the communication guide.