Definition
Guaranteed delivery is the procedure that lets a shareholder tender into an offer when the share certificate or other required documentation isn’t immediately available. The holder submits a Notice of Guaranteed Delivery (NGD) signed by an “eligible institution” (typically a bank or broker that’s a member of an approved Medallion Signature Guarantee program) promising delivery within a defined period — usually two NYSE trading days after expiration.
Why it matters
Without guaranteed delivery, tendering would require physical possession of certificates well before expiration. The NGD bridges that gap so holders aren’t disadvantaged by paperwork timing.
Mechanics
- Shareholder signs the NGD; eligible institution co-signs
- NGD submitted to the depositary by the offer expiration time
- Within ~2 NYSE trading days, certificates and a properly completed letter of transmittal arrive
- If late, the tender is rejected as defective
Practical posture
Most modern tendering happens through DTC-eligible book-entry systems where physical certificates aren’t involved at all; guaranteed delivery is mainly used by holders with old paper certificates.