Bought Deals: Form Language for Base Prospectus and Prospectus Supplement

Summary

This template provides sample language that may be included in the plan of distribution section of the base prospectus included in a shelf registration statement and the cover page and underwriting section of a prospectus supplement for a “bought deal.” Bought deals may be conducted as primary offerings, or secondary offerings, or a combination of both. This template includes practical guidance and drafting notes. Because of the speed with which bought deals are conducted, an issuer must have an existing shelf registration statement with sufficient capacity to complete the offering (or, if the issuer is a well-known seasoned issuer, it may file an immediately effective automatic shelf registration statement). The plan of distribution section of the base prospectus included in the shelf registration statement typically contains language broad enough to cover a variety of offering methods, including bought deals. The specifics of any particular offering are provided in one or more ...