Conditions precedent on acquisition finance transactions — documents table

This guidance note contains specific information on conditions precedent in an acquisition finance transaction along with some more general information on conditions precedent.

The following conditions precedent (“CPs”) will normally be included as a minimum:

• • constitutional documents of each obligor;
• • corporate resolutions of each obligor;
• • a certificate containing various confirmations from (usually two) directors;
• • legal opinions (typically issued by the financiers' counsel in Australia);
• • executed finance documents including the facilities agreement(s) itself, the intercreditor agreement, security documents, fee letters, hedging letter or hedging agreements;
• • acquisition documents, such as the acquisition agreement;
• • equity documents, such as the shareholders' agreement, constitution of Topco and loan note documents (if applicable);
• • ancillary matters relating to security;
• • due diligence reports;
• • funds flow statement and confirmations as to the equity finance being in place; and
• • confirmations there are no unsatisfied conditions to the acquisition agreement.

See Conditions precedent on acquisition finance transactions — documents table.