Finance

What Financial Statements Are Required in an OM? (cont.) Financial Statements – The Basic Requirements 28 • Independent auditor review of interim financial statements is encouraged by SEC but not required • Market practice in an unregistered deal is to obtain independent auditor review on interim periods and comparable periods in prior year • Where two auditors involved for different years, important to determine how comparative information will be reviewed and comforted • However, "negative assurance" can only be provided in the comfort letter if the letter is dated no later than 134 days after the auditors have performed an audit or review • Referred to as staleness and comes up as a question/issue on every deal • Can determine timing of deal

• An Introduction to Leveraged Finance
• Agenda
• Opening Remarks
• Slide Number 4
• Introduction
• Debt stack
• Restricted vs. Unrestricted Subsidiaries
• Restricted vs. Unrestricted Subsidiaries (cont.)
• Typically, who is Restricted?
• Subordination
• Structural Subordination
• Lien/Effective Subordination
• Contractual Subordination
• Typical subordination scenario
• Covenants: Incurrence v. Maintenance
• Purpose of Covenants
• Debt Covenant – Basics
• Debt Covenant – How Does It Work?
• Debt Covenant – How Does It Work? (cont.)
• Debt Covenant – How Does It Work Under Various Instruments?
• Limitation on Restricted Payments – Purpose
• Limitation on Restricted Payments – Carve-outs
• Restricted Payments Covenant – How Does It Work under Various Instruments?
• Understanding HY covenants within Loan Documents
• Financial Statements – The Basic Requirements 
• What Financial Statements Are Required in an OM?
• What Financial Statements Are Required in an OM? (cont.)
• What Financial Statements Are Required in an OM? (cont.) (1)
• Financial Statement Requirements for Acquisitions
• Financial Statement Requirements for Acquisitions (cont.)
• Financial Statement Requirements for Acquisitions (cont.) (1)
• Financial Statement Requirements for Acquisitions (cont.) (2)
• Financial Statement Requirements for Acquisitions (cont.) (3)
• Financial Statement Requirements for Acquisitions (cont.) (4)
• Financial Statement Requirements for Acquisitions (cont.) (5)
• Financial Statement Requirements for Acquisitions (cont.) (6)
• Financial Statement Requirements for Acquisitions (cont.) (7)
• Financial Statement Requirements for Acquisitions (cont.) (8)
• Financial Statement Requirements for Acquisitions (cont.) (9)
• Non-GAAP Financial Metrics
• Non-GAAP Financial Metrics (cont.)
• Non-GAAP Financial Metrics (cont.) (1)
• Non-GAAP Financial Metrics (cont.) (2)
• Recent/Upcoming Developments
• New Environmental/Climate-Change Disclosures Expected in 2023
• Commitment Papers — The Basics
• Timeline of an Acquisition Financing
• Types of Mandate
• Process
• Commitment Papers – The Documents
• Commitment Letter – Conditions to Commitment
• SPA – Key Points
• TSM/Model
• Additional Commitment Letter Considerations
• Termination of Commitment
• Term Sheet
• European Certain Funds
• Syndication Strategy
• Fee Letters
• Other Provisions in Fee Letters
• Our Team
• Our Team (1)
• Slide Number 63