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 ...