Trustee's Certificate
(Registered Debt Offering)


Summary

This template trustee's certificate may be used in connection with the closing of an offering of debt securities registered with the Securities and Exchange Commission (SEC). This template includes practical guidance, drafting notes, and alternate and optional clauses. In this certificate, an officer or other authorized signatory of the trustee certifies (on behalf of the trustee and not in an individual capacity) the due execution and delivery of the indenture between the company and the trustee; the authentication and delivery of the securities issued in the offering; and the authority of the officers or other signatories to act on behalf of the trustee. This certificate is usually delivered by the trustee to the underwriters as part of the closing deliverables for the offering. It is common for a trustee to have its own form of certificate from which it rarely deviates. As long as the basic certifications listed above are included, the underwriters may accept the trustee's form. 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.