Officer’s Certificate
(Public Debt Offerings)
Summary
This officer’s certificate template may be delivered by an issuer to the underwriters in a public debt offering to satisfy certain closing conditions set forth in the underwriting agreement. Specifically, this template provides certifications that the issuer’s representations are truthful and that the issuer has performed all of its obligations under the underwriting agreement. This template includes practical guidance and drafting notes. To satisfy their due diligence requirements in securities offerings, underwriters will generally require officers of the issuer to make these certifications at closing. This document is intended as a template for issuers engaged in a public debt offering. However, the specific officer representations made will require tailoring based on the requirements of the underwriting agreement in question. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For an underwriting agreement template, see Underwriting Agreement (Primary Offering). For an alternate template of Officer’s Certificate used in an initial public offering, see Officers’ Certificate (IPO). For additional information on the closing of a registered debt offering, see Closing Memorandum (Non-Shelf Registered Debt Offerings), Closing Checklist (Non-Shelf Registered Debt Offerings), Secretary’s Certificate (Registered Debt Offerings), Cross-Receipt (Registered Debt Offerings), Authentication Order (Registered Debt Offerings) and Trustee’s Certificate (Registered Debt Offerings).