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Capital Markets Practice GroupSample IPO Due Diligence Request ListThis list is intended to help potential issuers prepare for the due diligence investigation to be conductedby the underwriters and their counsel. Inquiries and requests herein regarding COMPANY (the“Company”) also refer, wherever applicable and unless otherwise specified, to the Company’ssubsidiaries and its affiliated entities, including any predecessor entities and successor entities. For thepurposes of this request, “subsidiaries” shall mean subsidiaries of the Company, whether or not wholly‐owned, “affiliated entity” shall mean (i) any entity that directly, or indirectly through one or moreintermediaries, controls or is controlled by or is under common control with, the Company, (ii) anyspecial purpose entity charged with the operation of any division, segment or portion of the Company’sbusiness, whether or not such entity is a subsidiary of the Company and whether or not the Companyowns any direct interest in orcontrols such entity or (iii) any entity with which the Company engages innon‐arm’s length transactions on a significant and recurring basis in the ordinary course of its business,and “agreement” shall mean all agreements in effect or proposed.This is a comprehensive request list, and may include some items that are not relevant to the Company.It has not been tailored for any particular industry, and the underwriters and their counsel will likelyhave additional requests based on the Company’s industry and business. As such, the Company canexpect any due diligence request will be modified as appropriate once the underwriters and theircounsel have had the opportunity to review further information about the Company.No.Item DescriptionPreviouslyProvidedCompanyto ProvideNotApplicableCorporate RecordsCertificate of Incorporation or other organizationaldocuments of the Company in effect uponorganization, and all amendments thereto.Bylaws or similar organizational documents of theCompany as in effect upon organization and allamendments thereto.List of business or trade names under which theCompany is conducting or has conducted business.Actions by written consent, minutes or notes takenduring any of the meetings of the board of directorsof the Company, and all committees thereof andstockholders, including copies of any materialsdistributed in connection with such meetings,written notices (if given) or waivers thereof sinceorganization.Capital Markets Practice Group1
No.Item DescriptionPreviouslyProvidedCompanyto ProvideNotApplicableList of subsidiaries of the Company and otherentities (including joint ventures and partnerships)in which the Company owns an interest; corporateorganizational chart showing ownership of suchentities (and identifying any minority interests in anysuch entities held by others); and any copies ofagreements relating to the Company’s interest insuch entity.List of jurisdictions in which the Company isqualified to do business, registered for sales, use orpayroll taxes, locates personnel, maintains offices,or is otherwise doing business or contemplatesdoing business, either directly or indirectly, throughother parties.Press releases relating to the Company sinceinception, to the extent not posted on Companywebsite.Charters of all committees and subcommittees ofthe Board of Directors of the Company.List of all members of the committees andsubcommittees of the Board of Directors of theCompany. For members of the Audit Committeeand Compensation Committee of the Company,indicate whether members are “independent” andfor the Audit Committee members, if they are“financial experts” pursuant to Section 407 of theSarbanes-Oxley Act and under NASD rules.Corporate codes of ethics, corporate governanceguidelines or other codes of conduct of theCompany, and, if applicable, description of anyamendments or waivers thereof.All business policies and procedures, such as creditpolicies, corporate governance policies and ethicspolicies. In addition, any other written policy of theBoard of Directors or any committee thereof.Any Company policy on document retention.Good Standing Certificates in all states where theCompany is incorporated or organized and whereeach has its principal place of business.Valuation reports or similar analyses prepared inconnection with option grants or other awards ofequity-based compensation.Capital Markets Practice Group2
No.Item DescriptionPreviouslyProvidedCompanyto ProvideNotApplicableCopies of any business or strategic plans of theCompany adopted since inception.Stockholder InformationA schedule detailing shareholdings and otherownership interests in the Company, includingcurrent record and beneficial owners of theoutstanding securities, consideration paid and, ifapplicable, exercise price and expiration.Schedule identifying securities issuances at belowmarket value and option grants and warrantissuances with strike prices below fair market valueon the date of grant or issuance.List of all currently outstanding options, warrants,convertible or exchangeable securities, subscriptionrights, and any other commitments pursuant towhich the Company may be required to issueshares of capital stock or ownership interests and adescription of the terms thereof, including namesand addresses of each holder.List of any oral or written promises to issue stock,options, warrants or any other form of equity or debtinterest in the Company.List of all options or similar securities proposed tobe granted, if any, including names and addressesof proposed optionholders and number of options tobe held by each.All books, ledgers and other records of share,option, warrant and other securities issuances of theCompany, including listings of stock, options,warrants outstanding, SARs and partnership units.All communications with stockholders sinceinception, including annual reports, proxystatements and correspondence.Schedule of amounts and other terms ofindebtedness or other obligations of or to theCompany to or from any of its shareholders.Securities IssuancesSamples of share certificates, warrants, options andany other outstanding securities of the Company.Capital Markets Practice Group3
No.Item DescriptionPreviouslyProvidedCompanyto ProvideNotApplicableAll stock option, stock purchase or equity incentiveplans and forms of agreements which have been ormay be used thereunder.Any agreements relating to the sale of securities bythe Company.All executed option paperwork issued to optionees.Any agreements and other documentation(including related permits) relating to repurchases,redemptions, exchanges, conversions or similartransactions involving the Company’s securities.All offering circulars, private placement memoranda,or equivalent documents in connection with anyactual or proposed offering of securities by theCompany.Forms D or any other forms filed to establish anexemption under the Securities Act of 1933.Blue Sky permits, notices of exemption andconsents for issuance or transfer of Company’ssecurities and evidence of qualification orexemption under other applicable state blue skylaws.All voting, stockholder, investor rights or othersimilar agreements covering any portion of theCompany’s securities.All agreements or other documents setting forth anyarrangement with or pertaining to the Company towhich directors, officers or owners of securities ofthe Company have been a party since inceptionincluding indemnification agreements oragreements relating to the voting or transfer ofsecurities.All agreements of the Company containingregistration rights or assigning such rights.All agreements of the Company containingpreemptive or anti-dilution rights or assigning suchrights.List of all dividends paid or declared andredemptions or repurchases of stock by theCompany since inception.Capital Markets Practice Group4
No.Item DescriptionPreviouslyProvidedCompanyto ProvideNotApplicableCopies of all agreements and arrangementsrelating to fees and management fees payable toshareholders or other comparable holders ofownership interests and affiliates.Copies of any agreements to drag-along rights, tagalong rights, rights of first refusal or put rights, andany other agreements with security holders of theCompany in their capacity as security holders to theextent not otherwise covered by this due diligencerequest list.Corporate FinanceAgreements generated in connection with anyequity financings of the Company.Agreements generated in connection with anyconvertible debt or other debt financings of theCompany.All documents and agreements evidencingborrowings by the Company whether secured orunsecured, documented or undocumented,including loan and credit agreements, indentures,promissory notes and other evidences ofindebtedness, and any amendments, renewals,notices, waivers, etc.Documentation used internally to monitorcompliance with financial covenants contained infinancing agreements.Any correspondence or documentation relating toany defaults or potential defaults under financingagreements along with any other correspondencebetween the Company and lenders.Summary of all currently outstanding interest rate orforeign currency swaps, caps, options, forwards orother derivative instruments or arrangements towhich the Company is a party.Bank letters or agreements of the Companyconfirming lines of credit, including anyamendments, renewal letters, notices, waivers, etc.All documents and agreements relating toguarantees by the Company.Capital Markets Practice Group5
No.Item DescriptionPreviouslyProvidedCompanyto ProvideNotApplicableAll documents and agreements of the Companyevidencing other material financing arrangements,including capital leases, synthetic leases, warrantyagreements, keep-well agreements, sale andleaseback arrangements, installment purchases,etc.Correspondence with lenders of the Company,including all compliance reports submitted by theCompany or its outside accountant or tax advisor.Provide a schedule summarizing all short- termdebt, long-term debt, intercompany debt and capitallease obligations of the Company.Copies of releases of any guarantees by theCompany.Material credit arrangements with suppliers andcustomers of the Company.Copies of officers’ certificates and similardocuments delivered to lenders evidencingcompliance with financing agreements (since theCompany’s inception).Schedule identifying any required application ofproceeds from the offering pursuant to the terms ofany financing agreement or other agreement.Copies of any current investment, cashmanagement, wire transfer, or spending/transactionpolicies.Financial InformationAll management letters, review letters, or specialreports by auditors of the Company and anyresponses thereto, and other materialcorrespondence.Representation letters from management toauditors.Letters to auditors from outside counsel.Schedule of non-audit services provided, orauthorized for future provision, by auditors.Brief description of any material change in financialcontrol guidelines and accounting policies orprocedures, other than as required by GAAP.Capital Markets Practice Group6
No.Item DescriptionPreviouslyProvidedCompanyto ProvideNotApplicableCopies of any written reports, opinions, reviewletters or similar written communications issued byauditors in connection with the provision of nonaudit services provided, or authorized for futureprovision, by auditors.All audited financial statements (including historicalannual financial statements since inception) of theCompany.All unaudited interim financial statements preparedfor the board of directors of the Company, includinghistorical quarterly financial statements sinceinception.TaxesCopies of international, federal, state and localincome, franchise and capital tax returns and anytax extension requests since the Company’sinception.Any relevant correspondence with any taxingauthority, including memoranda or ruling requests;any other relevant correspondence with taxadvisors, including memoranda and opinions.Details of any undertakings given by the Companyto tax authorities or any special tax rulings oragreements arranged with tax authorities.Any notices, elections, or other correspondencewith foreign, federal, state and local tax authoritiesregarding any reorganization of the Company andits predecessors to the extent material.Information with respect to any foreign, InternalRevenue Service or state audit of the Company andthe results of each audit.A list and brief description of any ongoing audits orongoing or potential tax disputes, together withcopies of revenue agents’ reports, correspondence,etc., relating to pending federal, state or localproceedings affecting the Company.Copies of any IRS 90-day letters, 30-day letters,revenue agent reports or other reports or noticesregarding income or other taxes for the Company.Capital Markets Practice Group7
No.Item DescriptionPreviouslyProvidedCompanyto ProvideNotApplicableList of all jurisdictions (international, federal, stateand local) in which the Company has filed taxreturns, or in which tax returns have been filed onbehalf of or with respect to the Company, by type oftax, including income, franchise, capital, sales, use,consumption, property, payroll, unemployment andinformation reporting. For each type of tax andjurisdiction, indicate the last period for which areturn has been filed.OperationsList of top 20 accounts payable of the Company,with contact names and phone numbers.Any agreements containing non- competitionobligations or exclusivity provisions with respect tothe Company.Any intercompany agreements between theCompany, its subsidiaries, divisions, or affiliatedentities.Confidentiality agreements of the Company withthird parties.Any other material agreements or drafts ofproposed material agreements of the Company.Any material commitment of or to the Company notevidenced by written contracts.Contracts of the Company with major customers,suppliers or other service providers.Sample contracts
Sample IPO Due Diligence Request List This list is intended to help potential issuers prepare for the due diligence investigation to be conducted by the underwriters and their counsel. Inquiries and requests herein regarding COMPANY (the “Company”) also refer, wherever applicable and unless otherwise specified, to the Company’s subsidiaries and its affiliated entities, including any .
