Chief Financial Officer Certificate
(Capsule/Flash Financial Information)

Summary

This template is a certificate of the issuer’s chief financial officer (CFO) providing representations regarding capsule or “flash” financial information contained in the prospectus or offering memorandum of a securities offering. This template includes practical guidance and drafting notes. Capsule or “flash” financial information is unaudited, interim financial information included in an offering document, often subsequent to the periods covered by audited financial statements. As part of their due diligence procedures, underwriters may request a CFO certificate to attest to the accuracy of the financial information that is not covered by the auditor’s comfort letter to be delivered as a closing condition for the offering. Operative transaction documents may require the issuer to deliver the CFO certificate at pricing as well as at closing, or only at closing. When two certificates are to be delivered, the latter is referred to as the “bring-down CFO certificate” and functions similarly to a bring-down comfort letter since it confirms the content of the certificate between the date of pricing and closing. This template of certificate may be delivered in either an offering registered with the Securities and Exchange Commission or an unregistered offering pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For more information regarding the due diligence defense and the due diligence process more generally, see Initial Public Offering Process. For more information regarding comfort letters, see IPO Key Documents. For a standard chief financial officer’s certificate to be delivered in a securities offering, see Chief Financial Officer Certificate (Securities Offerings).