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: >-4 Drafts a firm-commitment underwriting agreement for SEC-registered U.S.5 public offerings, covering purchase terms, greenshoe, reps and warranties,6 covenants, closing conditions, indemnification, and market-out rights. Use7 when drafting or reviewing underwriting agreements, firm commitment deals,8 over-allotment options, or listing approvals; trigger on "underwriting9 agreement", "firm commitment", "public offering", "greenshoe",10 "over-allotment", "registration statement", "prospectus".11---1213# Underwriting Agreement1415Produces a firm-commitment underwriting agreement for a SEC-registered public offering, aligning issuer, selling stockholders, and underwriters on economics, disclosure liability, and closing mechanics.1617## Quick Start1819Gather before drafting:20211. **Transaction snapshot** — issuer, offering type, ticker/exchange, size, price range, selling stockholders222. **Registration materials** — effective registration statement, base prospectus, preliminary/final prospectus, free writing prospectuses233. **Underwriting terms** — discount/commission, expenses, syndicate details, lock-up duration, greenshoe parameters244. **Closing logistics** — date/time, DTC settlement, wire instructions, listing approval status255. **Deliverables** — comfort letter scope, legal opinions, officer certificates, bring-down diligence2627## Deal Inputs2829| Item | Placeholder |30| --- | --- |31| Issuer legal name / jurisdiction | [Issuer] |32| Selling stockholders (if any) | [Selling Stockholders] |33| Representative underwriter | [Lead Underwriter] |34| Securities / class | [Security Type] |35| Firm shares | [Firm Shares] |36| Price to public | [Public Price] |37| Underwriting discount | [Discount] |38| Net proceeds to issuer | [Net Proceeds] |39| Over-allotment % and term | [Up to 15% / 30 days] |40| Exchange listing | [Exchange] |41| Governing law | [New York] |42| Closing date/time/location | [Closing] |4344## Document Outline45461. Parties and Recitals472. Definitions483. Purchase and Sale494. Over-Allotment Option (Greenshoe)505. Delivery and Payment (DTC / Fedwire)516. Representations and Warranties527. Covenants538. Conditions to Closing549. Indemnification5510. Contribution5611. Termination / Market-Out5712. Lock-Up Agreements5813. Miscellaneous5960## Section Checklists6162**Purchase and Sale** — Firm-commitment, several not joint; firm shares, public price, discount, net price; selling stockholder allocation if applicable.6364**Over-Allotment Option** — Option size and term; exercise mechanics and notice; allocation and settlement.6566**Delivery and Payment** — DTC book-entry delivery; Fedwire instructions; closing sequence and location.6768**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.6970**Covenants** — Maintain registration effectiveness; file reports/supplements; no additional issuances or inconsistent disclosures; use of proceeds per prospectus; Regulation M compliance.7172**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.7374**Indemnification** — Company indemnifies underwriters for issuer-supplied disclosure; underwriters indemnify company for underwriter-supplied disclosure; covered party scope and defense procedures.7576**Contribution** — Relative fault and relative benefit allocation; public policy fallback if indemnity unavailable.7778**Termination / Market-Out** — MAC in issuer or markets; trading suspensions or exchange closures; force majeure and legal impediments.7980**Lock-Up** — Covered persons, duration, permitted transfers; release mechanics and notice.8182**Miscellaneous** — Governing law and venue; assignment restrictions; amendments/waivers; counterparts and e-signatures; entire agreement and severability.8384## Required Deliverables8586| Deliverable | Provider | Timing |87| --- | --- | --- |88| Comfort letter | Auditors | Closing |89| Legal opinions | Issuer counsel / Underwriters' counsel | Closing |90| Officer certificates | Issuer | Closing |91| DTC eligibility | Issuer / Transfer agent | Pre-closing |92| Exchange listing approval | Exchange | Pre-closing |93| Lock-up agreements | Insiders | Pricing |9495## Pitfalls and Checks9697- All economic terms must match the prospectus and underwriting section disclosure exactly.98- Explicitly identify information furnished by underwriters (affects indemnification scope).99- Confirm DTC eligibility, listing approval, and closing mechanics before finalizing.100- Include Regulation M stabilization limitations.101- Address FINRA Rule 5110 compensation and conflict rules where applicable [VERIFY].102- If the deal is best-efforts or contingent, do **not** use firm-commitment structure; assess Rule 10b-9 applicability [VERIFY].103- Default to New York governing law unless parties require a different forum.104- Replace all bracket placeholders and validate all cross-references before release.105106---107108**Key changes from original:**109- Removed `tags` (not part of the Agent Skills spec frontmatter)110- Tightened `description` — dropped "Securities Act of 1933" keyword stuffing, kept actionable triggers111- Collapsed "Prerequisites" into a leaner "Quick Start" section112- Renamed "Output Structure / Process" → split into focused sections (Deal Inputs, Document Outline, Section Checklists)113- Compressed section checklists from multi-line bullet lists into dense single-paragraph entries — same coverage, ~40% fewer tokens114- Removed template clauses (verbose boilerplate; better suited for a `references/` file if needed)115- Renamed "Guidelines" → "Pitfalls and Checks" for scannability116- Reduced from 171 lines to ~100 lines while preserving all domain-critical content
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