Early Read Memorandum Clause Samples

An Early Read Memorandum clause establishes a process for providing a preliminary assessment or summary of key issues in a transaction or legal matter before a full review is completed. Typically, this clause requires one party—often legal counsel or an advisor—to deliver an initial written overview highlighting potential risks, concerns, or areas needing further investigation. By facilitating early identification of significant issues, the clause helps parties prioritize resources, make informed decisions sooner, and address critical matters proactively, thereby reducing the risk of surprises later in the process.
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Early Read Memorandum. Provided there is a decision to proceed past the initial review, the assigned Underwriting Staff will prepare an ERM detailing the target company, the financing structure, the proposed pricing, historical performance, credit statistics, summary of investment considerations, and the results of preliminary cash flow models. The ERM should be distributed to the Early Read Committee (see below). In situations involving an auction with multiple sponsors, the ERM must be generic and not reveal sponsor-specific deal information. A template of the standard ERM is maintained by Risk Management. The ERM must include the appropriate Early Read Checklist (see below) for the type of transaction under consideration. These checklists enumerate generic risk factors common in the types of Middle Market Loans which GMS Finance finances. Some of these factors may be highlighted for special attention and in some circumstances may trigger higher levels of scrutiny. Additionally, as specified in Policy 3.0 – Sourcing Transactions, the Underwriting Staff is required to initiate completion of the BDC Pre-Trade Compliance Checklist as soon as possible in the origination process, but in all cases prior to the ERM meeting.
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Early Read Memorandum. Provided there is a decision to proceed past the initial review, the assigned Underwriting Staff will prepare an ERM detailing the target company, the financing structure, the proposed pricing, historical performance, credit statistics, summary of investment considerations, and the results of preliminary cash flow models. The ERM should be distributed to the Early Read Committee (see below). In situations involving an auction with multiple sponsors, the ERM must be generic and not reveal sponsor-specific deal information. A template of the standard ERM is maintained by Risk Management. The ERM must include the appropriate Early Read Checklist (see below) for the type of transaction under consideration. These checklists enumerate generic risk factors common in the types of Middle Market Loans which GMS Finance finances. Some of these factors may be highlighted for special attention and in some circumstances may trigger higher levels of scrutiny. Additionally, as specified in Policy 3.0 – Sourcing Transactions, the Underwriting Staff is required to initiate completion of the BDC Pre-Trade Compliance Checklist as soon as possible in the origination process, but in all cases prior to the ERM meeting. Deal Screening Meeting The ERM is the source document for a Deal Screening Meeting, which is held to review the structure, pricing, and the merits and risks of the transaction. When possible, except as noted below, this meeting should involve the Early Read Committee. At this meeting, by consensus vote, it will be decided either to pursue the deal as proposed, or with modifications as to structure and pricing, or to pass on the deal entirely. As a result of positive feedback at this point, GMS Finance may issue a Letter of Interest and an indicative summary one page term sheet. The Early Read process must identify key items/issues to be addressed prior to the issuance of a full proposal and detailed term sheet, approval for which will be subject to a Final Early Read (see below). These key issues/items must be noted in an outcome addendum to the ERM. Additionally, the ERM along with the ERM outcome addendum is to be distributed to the entire Investment Committee for Middle Market Loans that the Early Read Committee determines that GMS Finance will proceed with. Carlyle GMS Finance, Inc. 13 Risk Policy Manual – May 2013 Trade Secret and Strictly Confidential Early Read Checklists The Early Read Checklists encompass: • Financial Measures - These are straightforward ...
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Related to Early Read Memorandum

  • Offering Memorandum The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.

  • Information Memorandum (a) The factual information in the Information Memorandum (other than factual information relating to the Target and its Affiliates) was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated. (b) The financial projections in the Information Memorandum, have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

  • Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

  • Copies of the Offering Memorandum The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.

  • Pricing Disclosure Package The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.