Authentication Order
(Registered Debt Offering)


Summary

This authentication order template may be used in connection with the closing of an offering of debt securities registered with the Securities and Exchange Commission (SEC). An authentication order directs the trustee to authenticate the global note certificate representing the issuer's securities issued in the offering. This template includes practical guidance, drafting notes, and alternate clauses. This template assumes (1) the indenture relates only to the securities being offered and is not a global indenture for more than one series of securities, which would require a supplemental indenture for each specific issuance, (2) the purchasers will hold the securities in electronic book-entry form through the Depository Trust Company (DTC) (which is common for public investors), rather than each investor receiving physical certificates, (3) the trustee will hold for DTC the physical global certificate representing the entire amount of securities sold in the offering, and (4) the global certificate will be made out in the name of Cede & Co., which is always DTC's nominee. You should carefully review the indenture, particularly the section governing the authentication process, which may include other requirements such as delivery to the trustee of an officer's certificate or legal opinion regarding compliance with the indenture. For additional information on the closing of a registered debt offering, see Closing Memorandum (Non-Shelf Registered Debt Offerings) and Closing Checklist (Non-Shelf Registered Debt Offerings), as well as the documents linked to therein.