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PLAYBOOK TEMPLATES

Underwriting Agreement

An Underwriting Agreement governs the sale of securities by underwriters on behalf of an issuer. This playbook provides insights on indemnification, representations, and allocation of liability among underwriters.

Reporting Requirements

Why This Matters: Inadequate reporting undermines transparency and may hide covenant breaches. Consistent, clear reporting mitigates monitoring risk and supports proactive issue resolution.

Negotiation strategy

If you're the Lender:

Ensure the reporting requirements are comprehensive and align with standard practices. Include specific timelines and formats to facilitate easy monitoring.

If you're the Borrower:

Negotiate for reasonable reporting frequencies and formats that align with existing capabilities. Advocate for grace periods and confidentiality protections.

Essential elements

1

Report Types

Specify required report types.
2

Reporting Frequency

Define how often reports are due.
3

Confidentiality Protections

Safeguard sensitive information.

Action framework

ACCEPT

Propose edits if the reporting frequency is too burdensome or lacks clarity.

EDIT

Reject if the clause imposes unreasonable administrative burdens without flexibility.

ADD

Add language for grace periods and confidentiality if absent.

PRO TIP

Always align reporting requirements with the borrower's existing systems to ensure compliance.

Example clauses

FAVORABLE

Preferred Reporting Clause

"The Borrower shall provide the Lender with monthly financial statements and annual compliance certificates in electronic PDF format within 30 days of the end of each reporting period. All information provided shall be subject to confidentiality protections as outlined in Section X."
NEUTRAL

Standard Reporting Clause

"The Borrower shall submit quarterly financial reports in a format agreed upon by both parties."
UNFAVORABLE

Overly Burdensome Reporting Clause

"The Borrower shall provide daily financial updates and unrestricted access to all financial records."

Fallbacks

High-Risk Borrowers

For high-risk borrowers, require more frequent reporting and stricter confidentiality measures to mitigate potential risks.

Start-Up Companies

Start-ups may need flexible reporting timelines due to evolving financial systems and limited resources.

International Operations

Consider different time zones and regulatory requirements when setting reporting deadlines for international entities.
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