Underwriting Agreement

Underwriting Agreement

Produces a firm-commitment underwriting agreement for a SEC-registered public offering, aligning issuer, selling stockholders, and underwriters on economics, disclosure liability, and closing mechanics.

Quick Start

Gather before drafting:

1. Transaction snapshot — issuer, offering type, ticker/exchange, size, price range, selling stockholders
2. Registration materials — effective registration statement, base prospectus, preliminary/final prospectus, free writing prospectuses
3. Underwriting terms — discount/commission, expenses, syndicate details, lock-up duration, greenshoe parameters
4. Closing logistics — date/time, DTC settlement, wire instructions, listing approval status
5. Deliverables — comfort letter scope, legal opinions, officer certificates, bring-down diligence

Deal Inputs

Document Outline

1. Parties and Recitals
2. Definitions
3. Purchase and Sale
4. Over-Allotment Option (Greenshoe)
5. Delivery and Payment (DTC / Fedwire)
6. Representations and Warranties
7. Covenants
8. Conditions to Closing
9. Indemnification
10. Contribution
11. Termination / Market-Out
12. Lock-Up Agreements
13. Miscellaneous

Section Checklists

Purchase and Sale — Firm-commitment, several not joint; firm shares, public price, discount, net price; selling stockholder allocation if applicable.

Over-Allotment Option — Option size and term; exercise mechanics and notice; allocation and settlement.

Delivery and Payment — DTC book-entry delivery; Fedwire instructions; closing sequence and location.

Reps and Warranties — Company: status, authorization, capitalization, valid issuance; registration statement/prospectus accuracy (no material misstatements/omissions); GAAP conformity; no MAC; legal compliance; no material litigation. Underwriters: securities law compliance; distribution only with permitted materials.

Covenants — Maintain registration effectiveness; file reports/supplements; no additional issuances or inconsistent disclosures; use of proceeds per prospectus; Regulation M compliance.

Conditions to Closing — Registration effective, no stop order; reps true at closing; auditor comfort letter; legal opinions (issuer counsel + underwriters' counsel); listing approval and good standing certificates; officer certificates and bring-down diligence.

Indemnification — Company indemnifies underwriters for issuer-supplied disclosure; underwriters indemnify company for underwriter-supplied disclosure; covered party scope and defense procedures.

Contribution — Relative fault and relative benefit allocation; public policy fallback if indemnity unavailable.

Termination / Market-Out — MAC in issuer or markets; trading suspensions or exchange closures; force majeure and legal impediments.

Lock-Up — Covered persons, duration, permitted transfers; release mechanics and notice.

Miscellaneous — Governing law and venue; assignment restrictions; amendments/waivers; counterparts and e-signatures; entire agreement and severability.

Required Deliverables

Pitfalls and Checks

• All economic terms must match the prospectus and underwriting section disclosure exactly.
• Explicitly identify information furnished by underwriters (affects indemnification scope).
• Confirm DTC eligibility, listing approval, and closing mechanics before finalizing.
• Include Regulation M stabilization limitations.
• Address FINRA Rule 5110 compensation and conflict rules where applicable [VERIFY].
• If the deal is best-efforts or contingent, do not use firm-commitment structure; assess Rule 10b-9 applicability [VERIFY].
• Default to New York governing law unless parties require a different forum.
• Replace all bracket placeholders and validate all cross-references before release.

Key changes from original:

• Removed tags (not part of the Agent Skills spec frontmatter)
• Tightened description — dropped "Securities Act of 1933" keyword stuffing, kept actionable triggers
• Collapsed "Prerequisites" into a leaner "Quick Start" section
• Renamed "Output Structure / Process" → split into focused sections (Deal Inputs, Document Outline, Section Checklists)
• Compressed section checklists from multi-line bullet lists into dense single-paragraph entries — same coverage, ~40% fewer tokens
• Removed template clauses (verbose boilerplate; better suited for a references/ file if needed)
• Renamed "Guidelines" → "Pitfalls and Checks" for scannability
• Reduced from 171 lines to ~100 lines while preserving all domain-critical content