hard · Debt Capital Markets primary-issuance-syndication

In a syndicated high-yield bond offering run out of a 'pot,' institutional orders are entered directly into the pot rather than being designated to a specific underwriting bank, and the joint bookrunners share the economics of pot orders pro rata regardless of which desk originated the demand.

If the deal is heavily oversubscribed and outside counsel asks who actually decided the final institutional scale-backs, which statement best describes where that authority sits under a typical Agreement Among Underwriters (AAU)?

  1. The stabilizing agent alone holds final allocation authority, since the AAU delegates all market-support decisions to that one bank exclusively
  2. Pot allocation is a joint decision, but the lead-left bookrunner directs final scaling-back in consultation with the issuer, subject to the AAU
  3. Each syndicate member unilaterally allocates the pot demand it personally originated, since fee credit follows origination, not final allocation
  4. The issuer's outside counsel holds final allocation authority, to avoid conflicts of interest among the underwriting banks themselves

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