J.Crew Group Inc.'s management waited seven weeks to tell the company's board about an acquisition proposal it received from TPG Capital. As a result, the deal that came out of that proposal includes a longish, 53-day, go-shop provision to give the board's special committee an opportunity to drum up higher bids.

"It's going to be shopped aggressively," says one source who worked on the deal.

The go-shop, which expires on Jan. 15, was negotiated to ensure that any potential buyers would be able to take into account the holidays sales season in deciding whether to make a competing bid for J.Crew. On Nov. 23, the retailer announced an agreement to be acquired by TPG, Leonard Green & Partners LP and company management for $2.86 billion.

J.Crew's special committee, and its counsel, Cravath, Swaine & Moore LLP, pushed for the go-shop due to the unusually long lapse between Leonard Green's initial Aug. 23 approach to J.Crew CEO Mickey Drexler -- aided by an introduction by TPG, which owned the company from 1997 to 2006 -- and Drexler's notifying the board on Oct. 7. "It made them punch [the buyers] in the nose harder," one source says of the delay, adding that the committee didn't want the buyers to assume that their familiarity with the company would lead to easier terms.

According to the company's proxy filing, Drexler's approach to the board prompted it to form a special committee and then ultimately hire a Cravath team led by partners Scott Barshay and James Woolery for advice. Cravath then instituted a three-day freeze on buyout discussions to bring the committee up to speed.

"There was a lot of cleanup to do," the source says. "The board wasn't happy about it."

The source also says the board negotiated the longer go-shop to make up for the fact that TPG had reduced its initial $45.50 a share offer to $43.50 a share after due diligence.

Whether another buyer materializes is an open question, although the proxy does indicate that at least one strategic buyer and another private equity firm separately approached J.Crew in the fall. Neither of those approaches led to full negotiations.

Cravath's team also included partners Thomas Dunn, William Fogg, Tatiana Lapushchik, Eric Hilfers and Lauren Angelilli.

For its investment adviser, J.Crew turned to Perella Weinberg Partners LP's Joseph Perella, Peter Weinberg, Andrew Bednar and Yezan Haddadin.

Both Cravath and Perella are also advising Massey Energy Co. as the troubled coal company examines its strategic options.

J.Crew used its longtime counsel Cleary Gottlieb Steen & Hamilton LLP. Cleary has been the company's regular adviser since it was initially taken private by TPG in 1997, and it acted as adviser when the sponsor took the company public in July 2006. Cleary's team included Daniel Sternberg, Matthew Salerno, Jeffrey Karpf, Esther Farkas and Andrew Coombs.

The TPG-Leonard Green group turned to Goldman, Sachs & Co.'s Timothy Ingrassia and Bank of America Merrill Lynch's David Russell, Aaron Peyton, Lisa Stein and Kevin Morrison for financial advice.

For legal advice they used Wilkie Farr & Gallagher LLP's Jack Nusbaum and Adam Turtletaub; Latham & Watkins LLP's Howard Sobel, Jason Silvera and Joshua Tinkelman; and Ropes & Gray LLP's Alfred Rose, Byung Choi and Julie Jones.