A standby stop agreement is used in combination with an offer of pre-emption rights. All standby stops are made on a fixed commitment basis. The standby underwriter agrees to buy shares that current shareholders do not buy. The standby underwriter will then sell the titles to the public. There are different types of subcontracting agreements: the firm commitment agreement, the agreement on the best efforts, the mini-maxi-agreement, the whole or no agreement and the standby agreement. The senior insurer advisor is expected to provide the first draft of the stretching agreement. A good starting point would be the lead-underriter form-underwriting agreement, which will contain representations, guarantees and alliances that are generally sought by the insurer. The form can then be adapted to specific facts and circumstances and can be negotiated with the issuer`s advisor who may require carve-outs, changes in the language of certain insurances or guarantees or changes to key definitions. When adapting the formality agreement of a lead underwriter, it is necessary to check whether the offer relates to securities of a domestic or foreign issuer, whether the offer involves the sale of shareholders and whether the offer is the IPO of the issuer or a subsequent offer. In the case of a follow-up offer, it is often instructive to review the issuer`s apprenticeship agreements for previous offers. The issuer`s advisor should review the current precedent by reviewing insurance contracts in other recently led offers by the same insurer in the same sector, in order to assess the willingness of the principal insurer and its advisor to accede to the applications for changes to the insurance agreement.
Anna Pinedo is a partner in Mayer Brown`s New York office and a member of Praxis Corporate Securities. She focuses her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private equity and bond offerings, as well as structured bonds and other hybrid and structured products. It works closely with financial institutions to develop and structure innovative financing techniques, including new methods of securities distribution and new financial products. She has specific financing experience in certain sectors, including technology, telecommunications, health, financial institutions, REITs and consumer financing.