Investor Wall-Crossing Script and E-mail Confirmations

Summary

This template script may be used by investment banking personnel in initial conversations with prospective investors for a “wall-crossed” offering. This template includes practical guidance and drafting notes. In a wall-crossed offering, the underwriters (or placement agents) confidentially provide a small number of prospective investors (e.g., institutional investors such as hedge funds, mutual funds, and private equity funds, as well as an issuer’s principal shareholders), with information about a proposed offering. This enables the issuer and the underwriter to gauge investor interest in an offering before it is publicly announced and marketed, and thus limits the issuer’s risk of having to withdraw an announced offering due to insufficient investor interest. Since a contemplated securities offering in itself may constitute material nonpublic information about the issuer, underwriters typically follow these conversations with an email confirming the investor’s agreement to keep the ...