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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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UNDERWRITERS

        Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated and SG Cowen & Co., LLC are acting as representatives, have severally agreed to purchase, and we and the selling shareholder agreed to sell to them, severally, the number of shares indicated below:

Name

  Number of
Shares

Morgan Stanley & Co. Incorporated               
SG Cowen & Co., LLC    
Banc of America Securities LLC    
Citigroup Global Markets Inc.    
J.P. Morgan Securities Inc.    
Merrill Lynch, Pierce, Fenner & Smith
                      Incorporated
   
A.G. Edwards & Sons, Inc.    
RBC Capital Markets Corporation    
SunTrust Capital Markets, Inc.    
Wachovia Capital Markets, LLC    
   
  Total   7,878,788
   

        The underwriters are offering the shares of class A common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of class A common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' over-allotment option described below.

        The underwriters initially propose to offer part of the shares of class A common stock directly to the public at the public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $            per share under the public offering price. After the initial offering of the shares of class A common stock, the offering price and other selling terms may from time to time be varied by the representatives.

        The selling shareholder has granted to the underwriters an option, exercisable for 30 days after the date of this prospectus, to purchase up to an aggregate of 1,181,818 additional shares of class A common stock at the public offering price shown on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of class A common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of class A common stock as the number listed next to the underwriter's name in the preceding table bears to the total number of shares of class A common stock listed next to the names of all underwriters in the preceding table. If the underwriters' option is exercised in full, the total price to the public would be $            , the total underwriting discounts and commissions would be $            and the total proceeds to us would be $            and to the selling shareholder would be $            .

        The underwriters have informed us that they do not intend sales to discretionary accounts to exceed five percent of the total number of shares of common stock offered by them.

        We and all of our executive officers and directors and certain other equity holders, including McDonald's, have agreed with the underwriters that, without the prior written consent of Morgan

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