How to prepare a deal issues list from transaction documents for Acquisition Financing Transactions

Prepare a borrower-side acquisition financing deal issues list by comparing acquisition obligations, financing commitments, credit drafts, and diligence evidence. Record each material discrepancy with its source, borrower exposure, proposed resolution, fallback, and decision owner. Separate drafting disagreements from missing evidence and unresolved facts. The resulting deliverable is a decision-ready list showing what must change, what needs verification, and which residual risks require approval before the borrower relies on financing availability or settles the financing documents.

When to use this workflow

Use this workflow when borrower’s counsel or an in-house financing team receives commitment papers, initial credit drafts, or acquisition amendments affecting financing availability. It also suits a pre-negotiation review that converts diligence findings into specific requests to lenders or acquisition counsel.

The scope is issue identification and disposition, not a complete closing checklist. Include a deliverable only when its wording, availability, timing, or acceptance requires a decision. Keep routine collection elsewhere, linked to the relevant issue.

This guide uses US transactional practice and a research cutoff of October 13, 2026. It provides workflow recommendations, not advice for a particular transaction. Contract rights depend on actual language, governing law, facts, and structure. For collateral, determine applicable law separately: Delaware’s Article 9 contains distinct choice-of-law rules, including rules for deposit accounts. A credit agreement’s governing-law clause alone does not resolve perfection. See Delaware Code, Sections 9-301–9-304. (delcode.delaware.gov)

What you need

Assemble the materials establishing the promised financing, acquisition obligations, and borrower’s negotiating instructions:

• Commitment letter, term sheet, accessible fee letters, amendments, and extension correspondence.
• Current credit agreement, guarantees, security documents, schedules, and relevant prior drafts.
• Acquisition agreement, disclosure schedules, amendments, and proposed price or closing-date changes.
• Structure chart, sources and uses, proposed funds flow, equity funding arrangements, and borrower and guarantor details.
• Existing debt documents, lien searches, draft payoff letters, release arrangements, material contracts, and outstanding diligence requests.
• Borrower instructions on funding certainty, economics, operating flexibility, collateral burden, approval authority, and acceptable fallbacks.

Assign stable document IDs and identify execution or draft status. Link amendments and schedules to their base documents. Label absent material as missing, not inapplicable. Establish access restrictions before circulating fee-letter findings. The borrower’s negotiation checklist supplies review instructions; it does not replace the documents.

Use the template

Use the Acquisition Financing Transactions — Deal issues list below. You can copy this table into your working document or spreadsheet. Keep row IDs stable throughout negotiation.

Use “type” to distinguish drafting, factual diligence, missing evidence, and commercial decisions. Cite document ID, section or page, and version; a data-room path alone is insufficient. Cite both provisions for a cross-document conflict.

Separate the borrower’s preferred result from its fallback. Include proposed wording or a linked redline reference. The proof field identifies what resolves uncertainty; the approval field names the person authorized to accept remaining exposure. In the last field, include the next-action date or decision milestone.

Distinguish unresolved, agreed subject to drafting, accepted risk, and verified closed. Accepted risk records a borrower decision; it does not establish satisfaction or waiver of a lender’s funding condition.

Step by step

1. Fix the review baseline and borrower priorities

Identify the acquisition structure, intended borrower and guarantors, facilities, signing sequence, and closing assumptions. Identify executed commitment obligations, documentation principles, and credit provisions still under negotiation. Do not treat every term-sheet statement as an independently enforceable promise.

Ask which outcomes require escalation: unavailable funding, additional equity, restrictions on target operations, or security requirements that cannot be met at closing. Use these instructions to set priorities rather than applying an abstract severity scale.

Record: each row’s baseline version and any unresolved structural assumption. Assign an owner to the assumption and retain a short instruction note explaining the priority criteria.

2. Compare funding availability with acquisition obligations

Read acquisition closing conditions alongside commitment conditions, credit effectiveness provisions, and borrowing conditions. Identify different testing times, representation standards, amendment restrictions, and simultaneous-closing requirements. Check definitions and any provisions limiting lenders’ ability to refuse funding.

A filed example separates agreement effectiveness from closing-date borrowing and requires substantially concurrent acquisition completion. It also addresses materially adverse acquisition changes and purchase-price adjustments. These are negotiated provisions, not universal lender-consent requirements. See Portland General Electric credit agreement, Sections 4.1–4.2(ii). (sec.gov)

Ask whether the borrower could remain obliged to complete while financing is unavailable. Test price changes against available debt, equity, fees, and refinancing uses rather than assuming unchanged proceeds cover revised needs.

Record: conflicting citations, testing time, potential funding consequence, and requested alignment. Assign acquisition and finance counsel joint responsibility where both documents determine the answer.

3. Turn diligence findings into financing decisions

Review existing debt, liens, change-of-control provisions, consents, contingent payments, and missing schedules for specific financing implications. A missing contract is an evidence gap; an identified consent requirement is a substantive issue. Neither automatically establishes a funding failure.

For example, Section 4.2(vii) of the Portland General Electric agreement limits when inaccurate acquisition representations defeat funding by reference to acquisition closing conditions or termination rights, accounting for notice and cure provisions. Read that limitation with Specified Representations and the other conditions. See the filed representation condition. (sec.gov)

Record: observed fact, relevant financing clause, and unresolved question separately. Request missing evidence without assuming its contents. Promote a gap to the decision list when it prevents a material funding or commercial assessment.

4. Isolate payoff, release, and collateral obstacles

Compare payoff arrangements with the acquisition payment sequence and proposed security package. Identify who authorizes releases, when authorization becomes effective, and whether the documentation covers each relevant lien and obligation.

Where Delaware law applies, Section 9-315(a), subject to its exceptions, generally preserves a security interest after disposition unless the secured party authorizes disposition free of it; the interest also attaches to identifiable proceeds. Acquisition completion alone therefore does not establish lien-free assets. See Delaware Code, Section 9-315. (delcode.delaware.gov)

Do not assume every collateral item can follow closing. Shutterfly’s historical commitment letter permitted specified unavailable collateral and insurance items to follow closing after commercially reasonable efforts, but excluded defined UCC Filing Collateral and Stock Certificates from that general accommodation. It creates no general grace period. See its Certain Funds Provisions. (sec.gov)

Record: the precise obstacle, release or deferral proposal, required evidence, and legal analysis owner. Keep unresolved release mechanics distinct from an agreed payoff amount.

5. Test commitment duration against the acquisition timetable

Compare commitment expiry with the acquisition outside date, extension mechanics, business-day definitions, and time conventions. Distinguish automatic termination from rights requiring an election or notice. Check whether proposed acquisition extensions actually extend financing coverage.

Shutterfly’s commitment letter illustrates automatic termination at the earliest specified trigger, including acquisition completion without the facility, an outside-date mechanism incorporating specified extensions, or valid acquisition-agreement termination or publicly announced abandonment. Its survival provisions require separate review. See Section 11. (sec.gov)

Record: any coverage gap, exact provisions, relevant dates, and proposed alignment request. Identify continuing fees or other obligations rather than treating commitment termination as eliminating all exposure.

6. Draft positions that can actually be negotiated

For each material issue, formulate a preferred position, workable fallback, and evidence or approval needed to accept it. Avoid “make borrower-friendly.” Identify the condition, definition, exception, amount, or timing provision to change.

Review economic and operating points as well as funding conditions. Test debt and lien permissions, distribution restrictions, reporting requirements, and guarantee scope against the borrower’s planned integration. Keep routine drafting comments in the redline unless they require a material decision.

Rank by consequence and urgency. Potential funding blockage generally comes first, but a third-party consent or release may need immediate attention because it takes longer to obtain.

Record: proposed wording or redline reference, fallback boundaries, decision owner, and priority rationale. Combine duplicate symptoms of one defect; retain separate rows where approvals or remedies differ.

7. Reconcile the list to the negotiated documents

After each substantive draft, verify that the change reached the operative clause and that definitions or cross-references do not undermine it. Do not close a row solely because an email describes an intended agreement.

Separate resolved drafting from outstanding evidence. If an express post-closing obligation replaces a closing requirement, verify the provision and transfer administration to a separate tracker. Borrower approval of residual risk cannot substitute for required lender consent or waiver.

Record: final clause citation, supporting evidence, approval trail, and continuing owner. Reopen an issue when acquisition amendments or financing revisions change its resolution basis.

Worked example

Fictional scenario: Harbor Glass Holdings proposes an asset acquisition of Larch Packaging’s business for $240 million, financed with $150 million of debt and $90 million of equity for the purchase price. Fees and refinancing uses remain separately under review. All parties, documents, amounts, and clause descriptions below are fictional.

The reviewed set contains ACQ-01 v3, executed COM-01 v1, CR-01 v2, and PAY-01 v1. ACQ-01 permits an outside-date extension beyond COM-01’s fixed expiry. CR-01 appears broader than COM-01 on target representations. PAY-01 states an amount but supplies no release authorization. Complete incorporated definitions and executed release evidence have not been supplied.

The list changes negotiation order. Representation alignment and expiry coverage require lender decisions before the borrower relies on funding certainty. Row 01 remains provisional until incorporated definitions are checked; the team has not established a definitive conflict merely from incomplete drafting.

The payoff issue calls for release evidence, not an invented conclusion that liens remain or disappear. A revised payoff amount would not resolve row 03. Likewise, extending the acquisition timetable would not itself resolve row 02. The purchase-price funding arithmetic also does not establish that fees and refinancing are covered; their unresolved treatment warrants a separate row if it affects the borrower’s decision.

Common mistakes

• Treating every diligence finding as a funding condition. Identify actual financing language or describe the commercial exposure without asserting a funding failure.
• Combining effectiveness and borrowing. Identify which event tests each disputed requirement before proposing a cure.
• Assuming payoff equals release. Verify authorization, scope, timing, and evidence separately from the payable amount.
• Using “agreed” as final status. Check operative drafting and required consents; distinguish borrower risk acceptance from lender waiver.
• Listing problems without decisions. Give each material row a position, fallback, authorized decision-maker, and action milestone.

Final quality check

• Each material row cites the reviewed version and exact section or page.
• Cross-document conflicts include both provisions and relevant definitions.
• Facts, missing evidence, assumptions, and legal analysis remain distinguishable.
• Funding significance is tied to conditions, testing times, and applicable funding protections.
• Positions and fallbacks reflect borrower instructions and revised sources and uses.
• Resolutions have documentary support and any necessary consent or waiver.
• Accepted risks have authorized approval; open questions have owners and decision milestones.
• Source propositions retain jurisdictional limits; continuing obligations have receiving owners.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. For contract review, select the borrower as represented party in Word and provide deal-specific instructions. Findings quote and locate clauses, rank severity, and identify missing language as not present. Lawyers edit or insert suggestions as ordinary tracked changes in the signed-in Word user’s name and can dismiss findings with reasons. Due diligence classification can organize documents and prioritize human review; tabular review supports work across multiple documents. Counsel still verifies sources, funding analysis, positions, and approvals. Book a demo to discuss this workflow. (decover.ai)

Frequently asked questions

Should the list include every credit agreement comment?

No. Keep technical edits in the redline unless they affect a material decision. Promote comments involving funding, economics, integration plans, collateral feasibility, or unresolved borrower instructions.

How should confidential fee-letter issues be handled?

Follow the document’s disclosure restrictions and transaction access arrangements. Use a controlled issue reference and decision owner where broader circulation is inappropriate. Do not reproduce restricted economics in a widely circulated table.

Can a missing schedule be marked as a blocker?

Record the missing evidence and explain which assessment it prevents. If a funding consequence is asserted, identify its contractual basis. Otherwise mark the decision as unresolved, without inventing contents or assuming noncompliance.

When is an issue ready to close?

When operative drafting, evidence, and required approvals support the resolution. An authorized borrower may accept residual commercial risk, but that does not satisfy or waive a lender condition. Assign continuing obligations before administrative closure.

Sources

• Delaware Code, Title 6, Article 9, Part 3, particularly Sections 9-301–9-304 and 9-315.
• Portland General Electric credit agreement, March 23, 2026, Sections 4.1–4.3.
• Shutterfly commitment letter, January 30, 2018, Certain Funds Provisions and Section 11.

The filed agreements illustrate separate negotiated transactions, not market standards or a combined contractual framework.

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.