Preparing for the closing of a US IPO

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Preparing for the closing of a US IPO
  • Closing an IPO
  • Closing mechanics and preparing closing documents
  • Closing memorandum
  • Pre-closing preparation and issues

Preparing for the closing of a US IPO

This Practice Note provides an overview of the procedures involved in the closing of a US initial public offering (IPO) with additional practical guidance on the steps required to action and complete a closing. Produced in partnership with Thomas France, a partner in the Corporate Transactional practice group of Venable LLP in Tysons Corner, Virginia office.

Closing an IPO

Under Rule 15c6–1 of the Securities Exchange Act 1934, as amended (Securities Exchange Act 1934), the closing of the initial public offering (IPO) must occur no later than the third business day after the pricing of the offering, or the fourth business day if the pricing occurs after the market closes. At closing, the company will authorise the delivery of the shares in the names and denominations provided by the underwriters and the underwriters will wire the offering proceeds, net of the underwriting discounts and commissions, to the company and any selling shareholders. In addition, the parties will deliver all relevant documents specified in the closing memorandum or agenda.

Closing mechanics and preparing closing documents

The underwriters’ counsel will typically prepare a closing memorandum or agenda that sets out in detail the actions to be taken and documents to be delivered at closing. The underwriters' counsel will also work with company's counsel to coordinate the closing. The documents to be delivered at

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