Series 7: 12.1.1. Types Of Underwriting Commitments

12.1.1. Types of Underwriting Commitments

To sell shares to the public, the company typically hires an investment bank or similar firm to serve as an underwriter. The underwriter will help the company register the securities, but perhaps more importantly, it will help market and sell the securities to the public and, in most cases, assume the risk of any unsold securities. The underwriter will typically be chosen by its reputation. It may be a large investment bank that has underwritten many public offerings in the past, or it may be a “boutique” investment bank that specializes in a particular industry. If the issuer chooses the underwriter and negotiates the terms of the contract with only this underwriter, it is called a negotiated offering. Negotiated offerings are the most common type of corporate underwritings. In contrast, when an issuer solicits bids for the offering and chooses an underwriter based on the lowest cost to the issuer, it is called a competitive offering. This type of offering is common for municipal security offerings but rare for corporate offerings.

Once an underwriter has been chosen, the issuer and underwriter will enter into an agreement that defines who will bear most of the responsibility for selling and marketing the