Prepare a borrower-side refinancing diligence request list by mapping the entities, facilities, and obligations affected, then translating evidence gaps into targeted requests. Each request should identify the relevant entity or facility, supporting source, decision it informs, accountable owner, and evidence needed to close it. Separate debt being repaid from debt, guarantees, and security that will continue. The deliverable is a prioritized, source-linked collection list that helps the borrower assemble a reliable record without repeatedly collecting documents or treating every missing item as a funding obstacle.
Use this workflow when borrower counsel or an in-house legal team receives a refinancing term sheet, lender questionnaire, or instructions to replace or amend existing debt. It is particularly useful when facilities share guarantors or collateral, or treasury’s records differ from the legal department’s execution set.
The scope is US commercial secured refinancing. Identify the relevant collateral jurisdictions rather than treating the borrower’s incorporation state or the credit agreement’s governing law as dispositive. The choice-of-law starting point and exceptions are discussed in step 5. Real property, specialized assets, foreign entities, insolvency, and regulated borrowers require additional analysis.
This workflow prepares the request list, not a complete closing checklist or payoff tracker. Contractual conclusions depend on operative language, governing law, facts, and transaction structure. The collection recommendations below are workflow choices, not statutory requirements.
Collect enough preliminary information to make the initial requests specific:
Do not wait for a complete collection before issuing the list. Turn unavailable inputs into requests, identify likely custodians, and distinguish missing evidence from a confirmed legal problem. Establish which materials may be shared with lenders and which need separate handling because of confidentiality restrictions or potential privilege.
Use the Debt Refinancing Transactions — Diligence request list below. You can copy this table into your working document or spreadsheet. Assign stable request IDs so correspondence remains intelligible when rows are reordered.
| ID | Entity / facility | Request | Source / gap | Decision / priority | Owner | Needed by | Status / evidence |
|---|---|---|---|---|---|---|---|
Use Source / gap for a document ID and clause or page citation, or a precise statement that the source has not been received. Decision / priority identifies the question the evidence will answer, such as whether a guarantee continues or a notice is needed.
Assign one accountable person in Owner, even where several teams contribute. Needed by should identify an agreed planning milestone unless a contractual deadline has been verified. Record the contractual source when using one.
In Status / evidence, distinguish requested, received, under review, follow-up required, and closed; include the evidence location. Receipt alone does not establish completeness. Split requests where different custodians or legal questions require separate responses. Keep linked rows together through their IDs rather than using an unmanageable “all financing documents” request.
Ask treasury and deal counsel which borrowings will be repaid, which commitments will terminate, and which facilities, guarantees, and security arrangements should continue. Include letters of credit and hedges rather than equating loan principal with total exposure. Identify proposed new obligors and collateral.
Do not assume refinancing requires releasing every lien. Somnigroup’s filed amendment expressly reaffirms guarantees and continuing collateral security for obligations including the refinancing loans. It illustrates a continuation structure, not a universal requirement (Somnigroup amendment, § 5).
Record: separate requests for unresolved repayment, continuation, and release assumptions, identifying each affected facility. Obtain confirmation of the proposed structure before directing broad release requests to the existing agent.
Request executed documents with amendments, waivers, supplements, schedules, and relevant notices. Ask custodians to identify omissions expressly. A consolidated agreement can assist review, but it does not replace confirmation of the executed amendment history.
Maintain a supporting index with stable document IDs, dates, execution status, entity coverage, amendment lineage, repository location, and sharing restrictions. Separate negotiation drafts and superseded versions from operative documents. Ask about later waivers or side arrangements where the supplied record ends before the refinancing.
Record: each material gap in the operative chain. Identify the missing schedule, signature page, or amendment and the review it prevents. Cross-reference duplicate lender requests to the same row instead of collecting the same document twice.
Request organizational and authority evidence for participating entities, including new guarantors or collateral providers. Check whether existing materials can be reused before seeking an entirely fresh corporate package.
Somnigroup’s amendment calls for specified organizational, authority, incumbency, and good-standing evidence while allowing certain unchanged-document certifications. Requests therefore should follow the financing language, not an assumption that fresh copies or certifications always suffice (§ 3(c)).
For financial materials, specify the certificate, reporting period, applicable definitions, and supporting information needed to assess the refinancing. Ask finance to explain assumptions and identify whether calculations use existing or proposed terms. A supplied spreadsheet is evidence for review, not confirmation of covenant compliance.
Record: the entity, requested evidence, relevant period, and any unresolved question about acceptability or calculation basis.
Target material contracts with debt-incurrence, lien, assignment, change-of-control, cross-default, termination, or consent provisions potentially implicated by the structure. Request complete contracts and amendments, not isolated clauses.
Ask business owners to establish the factual trigger: additional collateral, a new obligor, repayment of a facility, or another relevant change. Preserve thresholds, exceptions, notice recipients, and timing in the supporting analysis.
Somnigroup’s no-conflict representation has a material-adverse-effect qualification and an organizational-document carveout. That drafting does not decide whether a separate material contract independently requires consent (§ 2(c)).
Record: the provision, missing facts, and requested consent or notice evidence. Use “consent analysis pending” until counsel assesses the actual trigger; do not ask the business to obtain a consent merely because a clause heading mentions liens.
Request security documents, filing records, collateral schedules, control arrangements, and intercreditor terms. Obtain entity identity, debtor-location facts, collateral types, and relevant locations before prescribing searches.
Delaware § 9-301 generally selects debtor-location law for perfection, the effects of perfection or nonperfection, and priority, subject to its exceptions and §§ 9-303–9-306B. This is not a universal instruction to search or file in Delaware; apply the relevant choice-of-law analysis (Delaware Article 9, § 9-301).
For exiting debt, request payoff and release materials addressing fees, premiums, interest, surviving indemnities, hedges, and letters of credit. Identify intended terminations by filing number. Sections 9-510 and 9-513 address authorization and termination effectiveness; a financing-statement termination alone does not establish discharge of every debt, guarantee, mortgage, or security arrangement (Delaware Article 9, §§ 9-509–9-513).
Record: separate gaps for amounts, surviving exposures, release scope, authorization, and filing evidence. A principal balance statement answers only part of that collection need.
Compare the list with the current draft’s representations, conditions, notice provisions, and deferred-deliverable references. Label draft-based requests so recipients do not mistake proposed terms for established obligations. Seek the exact schedule or certificate referenced, rather than a generic substitute.
An Advanced Drainage Systems amendment itself constitutes specified prepayment and revolving-commitment-termination notices. That express provision does not replace separate notices required in another transaction (§ 1.9). Its attached agreement requires scheduled post-closing items within specified periods, with an agent-consent mechanism for longer periods. Obtain the operative schedule and any extension evidence before assigning dates (attached agreement, § 7.13).
Record: the draft version, provision, missing evidence, and whether review is needed before funding or concerns proposed later delivery. Transfer agreed delivery obligations to the appropriate checklist without losing the request-list cross-reference.
Prioritize by the decision each request unblocks. Missing shared-collateral arrangements may precede duplicate corporate records because they affect the structure. Agree response milestones with the borrower team and consolidate overlapping requests under stable IDs.
On receipt, verify entity coverage, execution status, attachments, and responsiveness. Close a collection request only when its stated evidence need is met. Transfer substantive findings to an issues tracker: a closed document request can leave an unresolved legal issue.
Record: reviewer disposition, evidence location, follow-up request, and the owner of any unresolved decision. Circulate a dated revision explaining changed or withdrawn requests instead of repeatedly replacing the list without explanation.
Entirely fictional scenario: Cedar Reach Components LLC proposes replacing a $42 million term facility while retaining an $8 million revolving facility. Cedar Reach Assembly LLC guarantees both. Treasury supplies the term agreement and a principal balance statement. The agreement references an unavailable intercreditor agreement. The refinancing would also add equipment collateral, but the proposed asset schedule has not been reconciled against leased equipment.
All parties, documents, amounts, and clause descriptions below are fictional. The available evidence does not establish whether shared security can be released or a commercial consent is necessary.
| ID | Entity / facility | Request | Source / gap | Decision / priority | Owner | Needed by | Status / evidence |
|---|---|---|---|---|---|---|---|
| R-01 | Both facilities | Executed intercreditor agreement and amendments | F-01 term agreement § 8.4 references it; absent | High: determine treatment of shared security | Borrower counsel | Before structure approval | Open; release scope unresolved |
| R-02 | Term facility | Payoff draft covering charges, surviving exposures, and release scope | F-02 balance statement p. 1 shows principal only | High: distinguish payoff package from loan balance | Treasurer | Before funds-flow review | Partial; principal evidence only |
| R-03 | Assembly subsidiary | Complete equipment lease, amendments, consent correspondence, and asset reconciliation | F-03 lease extract § 12 addresses liens on leased equipment | High: determine whether proposed collateral triggers restriction | Operations counsel | Before collateral scope agreed | Follow-up; asset overlap unverified |
These entries change the borrower’s instructions. Counsel avoids requesting blanket termination of shared security while the intercreditor terms remain unknown. Treasury seeks a fuller payoff package instead of treating principal evidence as sufficient. Operations reconciles proposed collateral with leased assets before seeking a potentially unnecessary consent.
If the reconciliation establishes no leased-equipment overlap, counsel can document that factual basis and reassess R-03. If there is overlap, counsel needs the complete lease and amendments to analyze the restriction. Neither result can be inferred from the extract. Receiving the intercreditor agreement closes R-01’s collection gap only after completeness review; any unresolved release question belongs in the issues tracker.
DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its due diligence capabilities include bulk document classification to organize collections and prioritize human review. Contract review and tabular review across multiple documents can support analysis of the assembled financing record. The request list remains the team’s working document; lawyers verify sources, define responsive evidence, and resolve refinancing questions. To discuss this borrower-side workflow, book a demo.
Use it as an input, not the sole organizing structure. Reconcile it against the entity-and-facility map, consolidate duplicates, and retain lender references alongside stable IDs. Clarify requests that assume replacement debt when the transaction instead preserves existing security.
Yes, as a starting record. Check intervening amendments, entity changes, and current document requirements. Identify reused evidence explicitly rather than implying it was freshly obtained. Ask for updates or unchanged-document certifications only where appropriate to the transaction.
Identify the agreement and schedule precisely, contact likely custodians, and record the decision the omission blocks. Escalate material gaps. If a reconstructed summary is useful, identify its preparer, basis, and limitations; do not present it as the missing executed schedule.
When scope, requests, owners, priorities, and milestones are coherent enough to guide collection. It need not be fully answered. Resolve ambiguous wording and distinguish preliminary factual inquiries, draft-based requests, and verified contractual requirements before circulation.
Filed agreements illustrate transaction-specific drafting, not universal 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.