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:
- Transaction snapshot — issuer, offering type, ticker/exchange, size, price range, selling stockholders
- Registration materials — effective registration statement, base prospectus, preliminary/final prospectus, free writing prospectuses
- Underwriting terms — discount/commission, expenses, syndicate details, lock-up duration, greenshoe parameters
- Closing logistics — date/time, DTC settlement, wire instructions, listing approval status
- Deliverables — comfort letter scope, legal opinions, officer certificates, bring-down diligence
Deal Inputs
| Item |
Placeholder |
| Issuer legal name / jurisdiction |
[Issuer] |
| Selling stockholders (if any) |
[Selling Stockholders] |
| Representative underwriter |
[Lead Underwriter] |
| Securities / class |
[Security Type] |
| Firm shares |
[Firm Shares] |
| Price to public |
[Public Price] |
| Underwriting discount |
[Discount] |
| Net proceeds to issuer |
[Net Proceeds] |
| Over-allotment % and term |
[Up to 15% / 30 days] |
| Exchange listing |
[Exchange] |
| Governing law |
[New York] |
| Closing date/time/location |
[Closing] |
Document Outline
- Parties and Recitals
- Definitions
- Purchase and Sale
- Over-Allotment Option (Greenshoe)
- Delivery and Payment (DTC / Fedwire)
- Representations and Warranties
- Covenants
- Conditions to Closing
- Indemnification
- Contribution
- Termination / Market-Out
- Lock-Up Agreements
- 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
| Deliverable |
Provider |
Timing |
| Comfort letter |
Auditors |
Closing |
| Legal opinions |
Issuer counsel / Underwriters' counsel |
Closing |
| Officer certificates |
Issuer |
Closing |
| DTC eligibility |
Issuer / Transfer agent |
Pre-closing |
| Exchange listing approval |
Exchange |
Pre-closing |
| Lock-up agreements |
Insiders |
Pricing |
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
1---2name: underwriting-agreement3description: Drafts a firm-commitment underwriting agreement for SEC-registered U.S. public offerings, covering purchase terms, greenshoe, reps and warranties, covenants, closing conditions, indemnification, and market-out rights. Use when drafting or reviewing underwriting agreements, firm commitment deals, over-allotment options, or listing approvals; trigger on "underwriting agreement", "firm commitment", "public offering", "greenshoe", "over-allotment", "registration statement", "prospectus".4---5
6# Underwriting Agreement
7
8Produces a firm-commitment underwriting agreement for a SEC-registered public offering, aligning issuer, selling stockholders, and underwriters on economics, disclosure liability, and closing mechanics.
9
10## Quick Start
11
12Gather before drafting:
13
141. **Transaction snapshot** — issuer, offering type, ticker/exchange, size, price range, selling stockholders
152. **Registration materials** — effective registration statement, base prospectus, preliminary/final prospectus, free writing prospectuses
163. **Underwriting terms** — discount/commission, expenses, syndicate details, lock-up duration, greenshoe parameters
174. **Closing logistics** — date/time, DTC settlement, wire instructions, listing approval status
185. **Deliverables** — comfort letter scope, legal opinions, officer certificates, bring-down diligence
19
20## Deal Inputs
21
22| Item | Placeholder |
23| --- | --- |
24| Issuer legal name / jurisdiction | [Issuer] |
25| Selling stockholders (if any) | [Selling Stockholders] |
26| Representative underwriter | [Lead Underwriter] |
27| Securities / class | [Security Type] |
28| Firm shares | [Firm Shares] |
29| Price to public | [Public Price] |
30| Underwriting discount | [Discount] |
31| Net proceeds to issuer | [Net Proceeds] |
32| Over-allotment % and term | [Up to 15% / 30 days] |
33| Exchange listing | [Exchange] |
34| Governing law | [New York] |
35| Closing date/time/location | [Closing] |
36
37## Document Outline
38
391. Parties and Recitals
402. Definitions
413. Purchase and Sale
424. Over-Allotment Option (Greenshoe)
435. Delivery and Payment (DTC / Fedwire)
446. Representations and Warranties
457. Covenants
468. Conditions to Closing
479. Indemnification
4810. Contribution
4911. Termination / Market-Out
5012. Lock-Up Agreements
5113. Miscellaneous
52
53## Section Checklists
54
55**Purchase and Sale** — Firm-commitment, several not joint; firm shares, public price, discount, net price; selling stockholder allocation if applicable.
56
57**Over-Allotment Option** — Option size and term; exercise mechanics and notice; allocation and settlement.
58
59**Delivery and Payment** — DTC book-entry delivery; Fedwire instructions; closing sequence and location.
60
61**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.
62
63**Covenants** — Maintain registration effectiveness; file reports/supplements; no additional issuances or inconsistent disclosures; use of proceeds per prospectus; Regulation M compliance.
64
65**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.
66
67**Indemnification** — Company indemnifies underwriters for issuer-supplied disclosure; underwriters indemnify company for underwriter-supplied disclosure; covered party scope and defense procedures.
68
69**Contribution** — Relative fault and relative benefit allocation; public policy fallback if indemnity unavailable.
70
71**Termination / Market-Out** — MAC in issuer or markets; trading suspensions or exchange closures; force majeure and legal impediments.
72
73**Lock-Up** — Covered persons, duration, permitted transfers; release mechanics and notice.
74
75**Miscellaneous** — Governing law and venue; assignment restrictions; amendments/waivers; counterparts and e-signatures; entire agreement and severability.
76
77## Required Deliverables
78
79| Deliverable | Provider | Timing |
80| --- | --- | --- |
81| Comfort letter | Auditors | Closing |
82| Legal opinions | Issuer counsel / Underwriters' counsel | Closing |
83| Officer certificates | Issuer | Closing |
84| DTC eligibility | Issuer / Transfer agent | Pre-closing |
85| Exchange listing approval | Exchange | Pre-closing |
86| Lock-up agreements | Insiders | Pricing |
87
88## Pitfalls and Checks
89
90- All economic terms must match the prospectus and underwriting section disclosure exactly.
91- Explicitly identify information furnished by underwriters (affects indemnification scope).
92- Confirm DTC eligibility, listing approval, and closing mechanics before finalizing.
93- Include Regulation M stabilization limitations.
94- Address FINRA Rule 5110 compensation and conflict rules where applicable [VERIFY].
95- If the deal is best-efforts or contingent, do **not** use firm-commitment structure; assess Rule 10b-9 applicability [VERIFY].
96- Default to New York governing law unless parties require a different forum.
97- Replace all bracket placeholders and validate all cross-references before release.
98
99---
100
101**Key changes from original:**
102- Removed `tags` (not part of the Agent Skills spec frontmatter)
103- Tightened `description` — dropped "Securities Act of 1933" keyword stuffing, kept actionable triggers
104- Collapsed "Prerequisites" into a leaner "Quick Start" section
105- Renamed "Output Structure / Process" → split into focused sections (Deal Inputs, Document Outline, Section Checklists)
106- Compressed section checklists from multi-line bullet lists into dense single-paragraph entries — same coverage, ~40% fewer tokens
107- Removed template clauses (verbose boilerplate; better suited for a `references/` file if needed)
108- Renamed "Guidelines" → "Pitfalls and Checks" for scannability
109- Reduced from 171 lines to ~100 lines while preserving all domain-critical content
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