This closing memorandum template (also called a memorandum of closing or closing agenda) may be used for an offering of debt securities registered with the Securities and Exchange Commission (SEC). This closing memorandum lists all major events and actions taken from the start to the close of the offering. This template includes practical guidance, drafting notes, and optional clauses. The closing memorandum is typically prepared by underwriters’ counsel and should be circulated to the working group at least a week prior to the closing date (though sometimes this is much earlier; for example, the parties may wish for all documents to be in agreed form upon pricing). The working group uses the draft as a template or to-do list for the activities through closing. 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. Underwriters’ counsel and company counsel negotiate the ...