Transmittal Letter
(Delivery of Selling Stockholders' Shares by the Custodian)

Summary

This template may be used to draft a letter confirming a custodian has delivered the selling stockholder’s shares in an initial public offering (IPO) or other securities offering. Counsel for the custodian typically drafts the letter and delivers it, along with the share certificates, to the underwriters’ representative. This template includes practical guidance and drafting notes. The transmittal letter to the representative is usually not heavily negotiated and may be attached to the closing memorandum to ensure parties have no issues with it prior to closing. For a template closing memorandum, see Closing Memorandum (IPO). Prior to delivering this letter to the representative, the custodian will deliver the certificates to the transfer agent for registration in the names and denominations requested by the representative. For a template letter, see Custodian's Transfer Agent Instructions (IPO). For additional documents used in connection with the delivery and payment for shares sold by selling stockholders in an underwritten public offering, see Transmittal Letter (Underwriters' Payment to Custodian; Public Equity Offering) and Representative’s Receipt (Stock Certificates from Custodian; Public Equity Offering). Instead of separate transmittal letters and receipts, the parties may use a cross-receipt to confirm delivery of and payment for the shares. For a template of cross-receipt in a secondary offering, see Cross-Receipt (Secondary Offering). For additional information and templates relating to selling stockholders in an underwritten offering, see Secondary Offerings, Underwriting Agreement (Combined Primary and Secondary Offering), Selling Stockholders Questionnaire (Public Offering), Selling Stockholder's Certificate (Secondary Offering), and Selling Stockholder Legal Opinion (Secondary Offering). For templates related to the delivery and payment for equity securities sold by an issuer in an underwritten public offering, see Stock Certificate Transmittal Letter (Public Equity Offering), Transmittal Letter (Underwriters' Payment to Company; Public Equity Offering), and Representative’s Receipt (Stock Certificates from Company; Public Equity Offering). For more on IPOs generally, see Initial Public Offerings Resource Kit.