Letter of Transmittal
A document submitted by a shareholder to a transfer agent or depositary agent instructing the tender or exchange of share certificates in connection with a corporate action such as a merger or tender offer.
Full Definition
A letter of transmittal is a standard form used in merger, acquisition, and tender offer transactions through which shareholders surrender their existing share certificates or direct the transfer of book-entry shares, and elect the form of consideration they wish to receive (e.g., cash, stock, or a combination). The form typically requires shareholder signature, medallion guarantee, and supporting documentation. Editors frequently encounter letters of transmittal as exhibits to proxy statements or offering documents; they must ensure that all defined terms, election deadlines, and instructions are internally consistent. The document type is always presented as 'Letter of Transmittal', capitalised as a proper noun when referring to the specific form in a transaction.
Usage
Usage note: Capitalise as 'Letter of Transmittal' when referring to the specific document in a transaction. The definite article ('the Letter of Transmittal') is standard in legal and SEC filing contexts. Distinguish from a proxy card, which relates to voting, not share exchange.
In Context
- "A completed Letter of Transmittal, together with the original share certificates, must be received by the Exchange Agent no later than 5:00 p.m. Eastern Time on the Expiration Date." — Tender offer / merger proxy materials
- "Beneficial owners should not complete a Letter of Transmittal; instead, they should instruct their broker to tender on their behalf." — Tender offer instruction document