Closing Memorandum (Non-Shelf Registered Debt Offerings)

In a debt offering, the documents to be delivered at closing generally track the closing conditions set forth in the underwriting agreement, as well as the indenture. The closing memorandum lists all major events and actions taken pursuant to the offering, beginning with relevant board resolutions, then registration of the securities, and ending with actions taken during the closing itself and schedules of documents delivered and persons present. Use this template to draft the closing memorandum for a non-shelf registered debt offering.

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Related Content

• Trustee's Certificate (Registered Debt Offering)
  Certify the execution and delivery of the indenture, the authentication and delivery of the securities, and the authority of the relevant signatories.

• Cross-Receipt (Registered Debt Offering)
  Acknowledge the underwriters’ receipt of the securities and the issuer’s receipt of the purchase price.

• Officer’s Certificate (Public Debt Offerings)
  Certify the issuer’s representations and performance of underwriting agreement obligations.

• Authentication Order (Registered Debt Offering)
  Get the global note certificate representing the issuer's offering securities authenticated.

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