Prepare a borrower-side acquisition financing diligence request list by mapping the financing to the acquisition structure, identifying the evidence needed to answer each financing question, and assigning targeted requests to the people who can supply it. Separate information gathering from contractual funding conditions, and distinguish missing documents from unresolved legal analysis. The deliverable is a controlled list linking each request to an entity, source, owner, decision date, and completion standard—not a lender questionnaire forwarded unchanged to the target.
Use this workflow when borrower’s counsel or an in-house financing team receives a lender questionnaire, negotiates acquisition financing commitments, or gains access to the target’s data room. Refresh the list when the acquisition perimeter, guarantor group, purchase price, or financing structure changes.
The task is preparing and maintaining requests, not completing every diligence analysis or creating the closing checklist. Focus on debt, collateral, contractual restrictions, financial information, authority, and funding dependencies.
This guide addresses US transactional practice. For secured-transactions questions, determine applicable law by entity and collateral category rather than relying solely on the financing agreement’s governing-law clause. Delaware’s rules, for example, distinguish debtor-location rules from rules for deposit accounts and other collateral. Contractual conclusions also require the actual language and deal context. See Delaware Code, Sections 9-301–9-305. (delcode.delaware.gov)
Gather the best available versions of:
Identify who controls target access and approves disclosure to lenders or advisers. Incomplete inputs should generate focused requests, not assumptions about facts or document availability.
Use the Acquisition Financing Transactions — Diligence request list below. You can copy this table into your working document or spreadsheet. Preserve request IDs when owners or priorities change.
| Request ID | Entity / scope | Evidence requested | Financing question / basis | Source / gap | Priority / decision date | Owner / recipient | Status / closure evidence |
|---|---|---|---|---|---|---|---|
“Evidence requested” identifies a document or a factual answer supported by documents. “Financing question / basis” explains its purpose and cites any operative condition. Label internal risk questions separately from contractual requirements.
Use “Source / gap” for document IDs, clauses, pages, and missing attachments. Distinguish the person obtaining evidence from the approved recipient. Record a calendar date in the timing field when known; otherwise identify the decision event and assign someone to establish the date.
The final field should identify the reviewer and evidence supporting closure. “Uploaded” records receipt, not substantive completion. Keep longer response histories in linked notes under the same request ID.
Identify whether the buyer acquires equity, assets, or both, and which entities are expected to borrow, guarantee, or provide collateral. Compare the acquisition perimeter with the financing perimeter. An acquired subsidiary may sit outside the proposed guarantor group; an operating asset may belong to an excluded affiliate.
Request a dated structure chart, legal names, formation jurisdictions, ownership information, and planned internal transfers. Ask buyer’s counsel to confirm financing roles before requesting authority documents across the target group.
Record: Entity-specific requests, the structure-chart version, proposed financing roles, and an owner for each unresolved perimeter question.
Read the commitment and financing conditions alongside the acquisition agreement. Separate requests supporting agreement effectiveness, acquisition completion, borrowing, and broader borrower risk assessment. A diligence concern is not automatically a funding condition.
Portland General Electric’s filed credit agreement illustrates the distinction: Section 4.1 addresses effectiveness, while Section 4.2 addresses closing-date borrowing. Its effectiveness package includes organizational documents, resolutions, incumbency certification, and an outside-counsel opinion. These are negotiated requirements of that agreement, not a universal borrower package. See Sections 4.1–4.2. (sec.gov)
Record: The provision, testing event, and reviewed version. Mark requests derived from unsigned drafts as provisional; do not describe them as agreed conditions.
Check the index before asking the target to reproduce material. Assign stable document IDs and connect base agreements to amendments, schedules, waivers, and side letters. Identify whether each document is executed, draft, superseded, or incomplete.
Replace “provide all debt documents” with a specific request for the missing amendment or guarantee schedule when the base facility is available. Ask for confirmation of completeness where cross-references suggest additional documents.
Record: Existing IDs and precise gaps. Distinguish awaiting production, received but unreviewed, incomplete, confirmed inapplicable, and complete. Preserve the respondent and basis for an inapplicability answer.
Request facilities, guarantees, current balances, payoff arrangements, release authorizations, collateral descriptions, and relevant lien-search results. Identify obligations that will remain, including letters of credit or other exposures not addressed by a simple principal repayment figure.
An acquisition does not establish that acquired assets are lien-free. Where Delaware Section 9-315(a) applies, a security interest generally continues after disposition unless the secured party authorizes disposition free of it, subject to statutory exceptions. In an equity acquisition, also avoid assuming the target’s assets have themselves been transferred. Request release evidence rather than treating acquisition completion as a release mechanism. See Section 9-315(a). (delcode.delaware.gov)
Tailor requests by collateral category. Delaware generally requires filing for perfection, with exceptions; deposit-account security interests generally require control, subject to the proceeds exception. Request account details and existing control arrangements where relevant, not merely financing statements. See Sections 9-310 and 9-312. (delcode.delaware.gov)
Record: Affected entities and assets, debt-document references, missing payoff or collateral evidence, and counsel responsible for applicable-law analysis.
Request contracts relevant to restrictions on borrowing, guarantees, security, transfers, or the planned acquisition. Specify assignment, change-of-control, termination, payment acceleration, and contingent-payment provisions, including related amendments, waivers, and consents.
Do not substitute a disclosure-schedule heading for the underlying contract. Ask for the wording and related evidence needed to assess the proposed structure; leave the conclusion open until reviewed.
For financial requests, specify the entity perimeter, reporting period, and purpose. Examples include reconciling existing debt, identifying acquisition-related payments, and obtaining information required by the financing documents. Coordinate with the finance team to avoid requesting conflicting versions of the same figures.
Record: The financing question, contract category or reporting period, supporting source, and any threshold requiring agreement with the deal team.
Work backward from decisions rather than assigning every item the closing date. Give early attention to third-party responses, release arrangements, incomplete authority records, and discrepancies between sources and uses.
Check acquisition amendments and price changes against the actual financing provisions. Portland General Electric’s Section 4.2(ii), for example, links borrowing to substantially concurrent acquisition consummation and addresses specified adverse amendments and purchase-price changes. It does not establish a consent requirement for every change in another transaction. See Section 4.2(ii). (sec.gov)
Record: The decision date, upstream dependency, and owner. If someone proposes post-closing delivery, request the contractual basis and necessary approval; an unanswered request is not an agreed deferral.
Have borrower’s counsel resolve duplicates, approve recipients, and separate internal analysis from external requests. Preserve lender request numbers as cross-references so consolidation does not obscure accountability.
Test responses against the question asked. “Debt will be paid” does not identify covered facilities, residual exposures, release authority, or supporting documents. Send narrower follow-ups rather than repeating broad requests.
Record: Response date, evidence received, reviewer, and closure decision. Link substantive findings to the issues list. An evidence request can close while a legal issue remains open, but only if the unresolved issue has an identified owner and next action.
Fictional scenario: Alder Quay Holdings proposes to acquire Beacon Ridge Components’ equity using a $72 million acquisition facility. Beacon Ridge is a proposed guarantor. All parties, documents, amounts, and provisions below are fictional.
The data room contains an executed credit agreement, an equipment contract missing a schedule, and a draft financing term sheet. The structure chart and term sheet identify different guarantor groups. Counsel must obtain evidence without presenting draft terms as binding funding conditions.
| Request ID | Entity / scope | Evidence requested | Financing question / basis | Source / gap | Priority / decision date | Owner / recipient | Status / closure evidence |
|---|---|---|---|---|---|---|---|
| AF-01 | Beacon Ridge; existing debt | Debt statement, payoff draft, release authority | Can refinancing discharge identified debt and liens? Internal question | D-014 §8; release package absent | High; before funds-flow approval | Target treasurer / borrower counsel | Open; reconcile obligations and collateral with payoff scope |
| AF-02 | Beacon Ridge; equipment contract | Executed Schedule C, amendments, consent correspondence | Does equity acquisition trigger consent or payment? | D-027 §12 references missing Schedule C | High; before consent strategy decision | Target legal / borrower counsel | Incomplete; reviewer needs missing wording before concluding |
| AF-03 | Proposed guarantors | Confirmed entity list, formation and authority records | Which entities need authority preparation? Draft financing basis | D-003 chart conflicts with D-041 §6 | Medium; before authority drafting | Buyer legal / financing counsel | Open; reconcile perimeter before requesting resolutions |
AF-01 receives earlier attention because the missing package affects the refinancing plan. It does not prove releases are unavailable. AF-02 prevents an unsupported consent conclusion based on a cross-reference. AF-03 sends the perimeter question to buyer’s counsel before burdening the target with unnecessary authority requests.
The event-based dates are provisional: the list owner must convert them into response dates when the timetable is settled. No missing schedule, release authority, or guarantor decision is assumed to exist.
DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its due diligence capabilities include bulk document classification to organize material and prioritize human review. Contract review and tabular review across documents can support examination of debt and material contracts underlying the list. The request list remains the team’s work product; counsel determines scope, interpretation, and closure. To assess support for this borrower-side workflow, book a demo.
Use the lender’s list as an input. Maintain one controlled working list with lender references, borrower-specific scope, existing evidence, routing, and closure criteria. Consolidate duplicates without losing responsibility for the original requests.
Prioritize evidence needed to assess the proposed financing structure and negotiate informed terms. Mark draft-based requests as provisional. Resolve target access and permitted recipients before requesting sensitive information.
No. Obtain an explanation from a responsible person showing why the category does not apply, and record the reviewer’s assessment. Otherwise retain a missing or unresolved status and assign follow-up.
When review identifies a required deliverable or agreed action. Link that item to the checklist while preserving the request ID and evidence. Collection, legal resolution, and acceptance of a closing deliverable are separate decisions.
Scope: General professional workflow guide using the October 13, 2026 research brief. The filed agreement illustrates negotiated wording, not generally applicable requirements or market standards.
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.