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Underwriting Agreement and Rule 144A/Regulation S Purchase Agreement Toolkit
Practical Law Toolkit w-010-5990 (Approx. 9 pages)
Underwriting Agreement and Rule 144A/Regulation S Purchase Agreement Toolkit
by Practical Law Corporate & Securities
| Maintained • USA (National/Federal) |
Resources to assist issuers, underwriters, initial purchasers, selling securityholders, and their respective counsel in drafting and reviewing underwriting agreements and Rule 144A/Regulation S purchase agreements.
In an underwritten offering of securities registered under the Securities Act of 1933 (Securities Act), the underwriting agreement is the agreement among the issuer, the underwriters, and the selling securityholders (if any). In an unregistered offering of securities under Rule 144A and Regulation S under the Securities Act, the purchase agreement is the agreement among the issuer, the initial purchasers, and the selling securityholders (if any). Underwriting agreements and Rule 144A/Regulation S purchase agreements typically set out:
- The issuer's and the selling securityholders' obligation to sell, and the underwriters'/initial purchasers' obligation to buy, the offered securities.
- The terms and conditions applicable to the offering, including representations and warranties, covenants, and conditions precedent, and the termination and indemnification provisions.
After purchasing the offered securities, underwriters/initial purchasers resell the securities either:
- In the case of a registered offering, to any investors.
- In the case of Rule 144A/Regulation S offering, to qualified institutional buyers or offshore.
While most investment banks that regularly act as underwriters and/or initial purchasers typically have their own form underwriting agreements and Rule 144A/Regulation S purchase agreements, the resources included in this Toolkit:
- Represent important tools for drafting, reviewing, analyzing, and commenting on these agreements.
- Include essential commentary and drafting tips outlining:
- why the parties to these agreements include the various provisions;
- how the different provisions interact with the other provisions in the agreements and other transaction documents; and
- when different transaction structures require the inclusion/exclusion of certain provisions.
This Toolkit includes links to:
- The Practical Law What's Market Underwriting Agreements database.
- A number of resources designed to assist issuers, underwriters, initial purchasers, selling securityholders, and their respective counsel in drafting and reviewing underwriting agreements and Rule 144A/Regulation S purchase agreements.
Practice Notes
Standard Documents
Standard Clauses
Checklists
What's Market Underwriting Agreements Database
What's Market provides a continuously updated database of underwriting agreements for initial public offerings and follow-on equity offerings that allows you to search for and compare key terms across precedents.