Transmittal Letter
(Underwriters' Payment to Company; Public Equity Offering)

Summary

This template letter of transmittal may used in a primary public equity offering or a combined primary and secondary offering to memorialize the underwriters’ payment to the issuing company of the net offering proceeds for the securities sold for the account of the issuer in the offering. This template includes practical guidance, drafting notes, and optional clauses. This letter may be sent in response to a letter of transmittal from the company confirming its transmittal of the securities to the underwriters, if such securities have been received. For a template of such letter from the company, see Stock Certificate Transmittal Letter (Public Equity Offering). Generally, payment by the underwriters and delivery of the securities by the company at closing are deemed to occur simultaneously. Counsel should check the underwriting agreement for the exact delivery and payment mechanics. This letter and the letter from the company are often combined in the form of a cross-receipt. For a template cross-receipt between the company and the underwriters, see Cross-Receipt (Secondary Offering). This letter is usually not heavily negotiated. To ensure all parties are satisfied with the form of this letter, however, it may be appended as an exhibit to a closing memorandum or the underwriting agreement. For a template closing memorandum for an initial public offering, see Closing Memorandum (IPO). For more information on the closing of an initial public offering, see Initial Public Offering Process. For additional information on underwritten offerings generally, see Initial Public Offerings Resource Kit, Top 10 Practice Tips: Initial Public Offerings, Follow-On Offerings Resource Kit, and Top 10 Practice Tips: Follow-on Offerings.