Customary Principles for Placement Agreements

Abstract

Negotiating placement agreements, which are in effect the equivalent for institutional/international tranches of the underwriting agreements (a term normally used for retail offers, which are typically underwritten at the outset, that is prior to the selling process to the public actually being initiated) are often the subject of considerable negotiation. Unlike retail offers, institutional or international offers are usually underwritten after the pricing of an IPO, that is, what is actually underwritten by the banks is only the settlement risk between pricing and closing of the transaction — in effect the remote possibility that institutions will default and ultimately fail to pay for their shares.