Equity Carve-Out Underwriting Agreement
(With Form Lock-Up Agreement)

Summary

This underwriting agreement may be entered into among the parent, the carve-out subsidiary, any selling stockholders, and the lead underwriter relating to the initial public offering (IPO) of all or a portion of the subsidiary's securities in the equity-carveout. This template includes practical guidance, drafting notes, alternate clauses and optional clauses. The underwriting agreement for an equity carve-out is substantially similar to underwriting agreements used in other types of IPOs. Because the parent company is largely responsible for the authorization and undertaking of the public offering of its subsidiary's shares, underwriters may seek to have both the subsidiary issuer and its parent stand behind the accuracy of the IPO registration statement and prospectus by seeking 10(b)-5 representations on such documents from each of them, especially when the parent has significantly more assets and income than its subsidiary. The underwriters may also seek representations from the ...