The upcoming maturity that matters most

• Which debt maturity or financing event is the primary focus for your team in the next six months? Options: Term loan amortization, Revolver maturity or reset, Public bond maturity, Private placement or term note, Commercial paper or short-term facility, Other
• When is that instrument scheduled to settle or roll off, choose the closest range? Options: Within 4 weeks, 4 to 12 weeks, 12 to 24 weeks, 6 to 12 months, More than 12 months
• How large is the transaction you expect to replace or raise, select the band that matches your target sizing? Options: Less than $25 million, $25M to $100M, $100M to $500M, $500M to $1B, Greater than $1B
• Walk me through the last time your team completed a similar refinancing, what specific problems surfaced and how were they resolved?
• What single outcome on this refinancing would make you stop the process immediately?

Where the financing plan is most vulnerable

• If secondary market spreads widened by 200 basis points tomorrow, which element of your plan would fail first? Options: Syndication demand and allocation, Pricing becomes unaffordable, Covenant package becomes unacceptable, Documentation misses the rate-lock window, Internal approvals cannot be secured, Other
• How often do your cash forecasts deviate from actuals by more than 5% in a quarter? Options: Almost every quarter, Once or twice a year, Occasionally, Rarely or never
• Who in your organization can approve a pricing or structure concession under time pressure without board approval? Options: Treasurer, CFO, CEO, Board finance committee, Private equity sponsor representative, No single approver exists
• Describe a previous situation where documentation timing threatened your rate-lock and what had to be repriced or sacrificed.
• Name the one approval gap, capability, or resource that, if not fixed in the next two weeks, would stop the transaction from proceeding on your timeline.

Who's enabled to bend the rules

• Assuming the proposed pricing and covenants landed near current market levels, who holds final signoff authority to accept the financing? Options: CFO, Treasurer, CEO, Board or board committee, Private equity sponsor, Other
• List the internal groups that must sign off before execution can begin, in order of escalation.
• Who would be the first to escalate if syndication shows weak demand or allocations are small? Options: Treasury, Corporate finance, Legal, Investor relations, Sponsor representative, Other
• At which formal checkpoints would you consider switching to a fallback plan, for example changing instrument type or extending timing? Options: After initial commitment requests, At receipt of first term sheets, If pricing moves beyond target band, If material due diligence issues arise, Other
• If your sponsor or board demanded a weekend close, what specific approvals or staffing changes would need to be in place to make that happen?

Board-level trade-offs and red lines

• Which capital structure change would your board consider unacceptable even if it materially reduced near-term financing costs? Options: Significantly higher leverage, Shorter covenant stepdowns, Material subordination of creditors, Significant equity dilution, Longer amortization with balloon, Other
• Provide the acceptable target coupon or blended cost range for this financing overall. Options: < 150 bps over benchmark, 150–300 bps over benchmark, 300–450 bps over benchmark, 450–600 bps over benchmark, > 600 bps over benchmark
• Estimate which covenant tests are most likely to bind with a 10% downturn in revenue. Options: Leverage ratio, Interest coverage, Fixed charge coverage, Minimum liquidity covenant, Net worth or tangible net worth, Other
• Name two lender types you prefer to include in syndication and the primary reason for each. Options: Banks, Insurance companies, Investment funds or CLOs, Direct lenders, Private placements, Other
• Identify any covenant or structural feature that would be a hard deal breaker for your board even under intense time pressure.

Other routes you are actively weighing

• Describe the circumstances under which you would keep the financing with your incumbent relationship rather than appoint an external advisor.
• List any internal proposals that have been made to execute the refinancing without outside support.
• Select the external alternatives or funding routes you are evaluating right now. Options: Incumbent bank-led club, Full market syndication via DCM, Private placements with insurance companies, Direct lender or credit fund financing, Bridge financing to be refinanced later, Do-it-yourself bank negotiation, Other
• Explain the single most convincing reason you would keep your current approach instead of changing to a new advisor-led process.
• What evidence or performance metric from an internal team would make you comfortable canceling an external search and proceeding without outside advisors?

Operational readiness, data, and approvals

• Imagine we must begin lender outreach in two weeks, list the specific approvals, documents, and data that would need to be available to start.
• Identify the systems or repositories where your financial model, covenant history, and credit documents currently live. Options: ERP or finance system, Central finance file share, Virtual data room, Treasury management system, Investor relations repository, Other
• Name the role that controls access to those systems and confirm whether that role can grant read-only access within seven days.
• List any regulatory, audit, or compliance approvals that must precede outreach, and estimate typical lead time for each.
• Do you have the internal headcount to support a three to six week intensive outreach and diligence period, and if not, what would you need? Options: Sufficient headcount in treasury, Need 1-2 dedicated finance resources, Require external secondment or consultant, Need legal support from outside counsel, Unsure
• Which single data or access failure would stop the outreach from starting on your target date?

Success metrics and acceptable trade-offs

• If this mandate succeeds, which three measurable outcomes must you be able to show the board? Options: Lower blended cost of capital, Extended maturity profile, Looser covenant package, Higher committed capital or depth of commitments, Faster close within rate-lock window, Improved lender mix
• Which trade-off would you accept to protect timing, for example a slightly higher coupon or a temporary covenant stepdown? Options: Higher coupon only, Temporary covenant concession, Smaller initial allocation with green shoe, Shorter initial tenor with extension option, Would not accept trade-offs
• Estimate how much pricing movement versus current market levels would push you from a go to a pause decision. Options: 50 basis points, 100 basis points, 150 basis points, 200+ basis points, Would pause only for covenant changes
• What reporting cadence and metrics would you require during syndication to feel confident in real time? Options: Daily allocation and pricing updates, Twice weekly progress and issues, Weekly written summary, Ad hoc for material changes only, Other
• If the first round of lender feedback significantly misses expectations, what concrete decision would accelerate the deal or end it?

Deal breakers and next-step signal

• What final hurdle, if unresolved in the next two weeks, would cause you to reject moving forward with any external execution?
• Which single person should we consider the primary day-to-day contact for execution, including availability for rapid approvals? Options: Treasurer, Head of Corporate Finance, CFO, Sponsor deal lead, General counsel, Other
• Realistically, when could you provide a decision to appoint an advisor if the proposal matches your targets? Options: Immediately, Within one week, Within two to three weeks, Longer than three weeks, Dependent on sponsor availability
• What one metric or confirmation, if delivered by the seller in a proposal, would make you sign an engagement within a week?

• Financing Strategy Workshop

• Confirm the current state and what it is costing you
• You confirm the documented current state and accept the quantified cost and risk summary as accurate.
• Provide the most recent financial model and cashflow schedule to be used for scenario runs.
• You validate that at least one of the presented capital structure scenarios meets the timing and subscription constraints without producing unacceptable covenant outcomes.
• Review the base-case model and assumptions
• List upcoming maturities, target rate-lock window dates, and internal approvers required for a go decision.
• You agree on the next decision gate, required evidence to trigger action, and the timeline to secure lender commitments within the rate-lock window.
• Map three capital structure scenarios and pricing sensitivity
• Prepare a scenario pack showing three capital structures, pricing sensitivity tables, and lender-type mappings using the provided model before the next session.
• Identify any covenant terms that are non-negotiable before engaging additional lenders.
• Walk through decision trade-offs and win conditions
• Schedule the decision-gate review with required approvers within the confirmed rate-lock window.
• Validate that the recommended path matches your needs

• Financing Strategy Workshop
• Financing Strategy Deck
• Financing Strategy Solution Brief

• meeting
• slides
• document

• Build detailed capital structure model
• Prepare investor offering memorandum
• Prepare lender diligence data room and Q&A book
• Run lender and investor outreach campaign
• Execute roadshow and investor meetings
• Manage bookbuilding and price discovery
• Structure and execute allocation of proceeds
• Negotiate term sheets and pricing
• Negotiate covenant package and structural terms
• Coordinate documentation redlines with counsel
• Secure lender commitments and commitment letters
• Coordinate closing logistics and rate-lock management
• Engage credit rating agencies and prepare presentations

Build detailed capital structure model

• How many months or years should the pro forma capital structure cover (for example 12, 24, 36, 60)? Options: 12 months, 24 months, 36 months, 60 months
• Which financial statements and exhibits do you want mapped into the model (for example audited balance sheet, statement of cash flows, trailing 12-month EBITDA bridge)? Options: Audited balance sheet, Statement of cash flows, Trailing 12-month EBITDA bridge, Pro forma adjustments
• Who on your team will own validating model assumptions and signing off on final outputs (title or role)? Options: CFO, Treasurer, VP of Finance, Controller, Other
• When should we include stress scenarios tied to rate moves and revenue shocks and which specific shocks should be modelled (for example SOFR +150 basis points / -20% revenue)?
• Provide the list of existing debt instruments to include with required fields (maturity date, coupon, step-ups, covenant tests).
• What acceptance criteria will confirm the model is ready for lender outreach (for example audited trailing 12 months mapped, covenant test schedule, sensitivity runs attached)?

Prepare investor offering memorandum

• Which deal purpose should the offering memorandum emphasize (for example refinance existing facility, acquisition financing, general corporate purposes)? Options: Refinance existing facility, Acquisition financing, Working capital, Recapitalization, Other
• Provide the specific tranche-level exhibits you require in the memorandum (for example pro forma debt schedule, covenant compliance table, debt service waterfall).
• Do you require a tailored risk factors section that addresses rating agency concerns and market sensitivity (for example exposure to interest rate shifts or single-customer concentration)? Options: Yes, No
• Select the distribution formats you want for the memorandum and supporting exhibits Options: Secure PDF link, Data-room extract, Printable investor packet, Slide deck only
• Who must provide the final sign-off on the offering memorandum draft before distribution (role or title)? Options: CFO, CEO, Treasurer, Head of Legal, Other
• Specify any confidentiality legend or NDA text that must appear on the front page of the memorandum.

Prepare lender diligence data room and Q&A book

• Which document categories must be uploaded to the data room (for example audited financial statements, tax returns, material contracts, corporate governance documents)? Options: Audited financial statements, Tax returns, Material contracts, Corporate governance documents, Insurance policies
• Which access controls do you prefer for the diligence data room (for example read-only, download disabled, watermarked PDF)? Options: Read-only, Download allowed, Watermarked PDF, Time-limited access
• Provide the naming convention and index that should be used for each uploaded file (for example AFS_YYYY, CreditAgreement_v1).
• Who on your team will be the point of contact for Q&A responses and what SLA do you require for answers (for example 24 hours, 48 hours)? Options: 24 hours, 48 hours, 72 hours
• Do you require a legal redaction pass on sensitive contracts before they are uploaded to the data room? Options: Yes, No
• What constitutes evidence the data room is ready for lender review (for example complete index, all requested documents uploaded and checksum validated)?

Run lender and investor outreach campaign

• Which lender categories should we include in outreach (for example commercial banks, insurance companies, CLO managers, direct lenders)? Options: Commercial banks, Insurance companies, CLO managers, Direct lenders, Private credit funds
• Provide a prioritized list of preferred lender relationships or institutions (by relationship priority, not brand names) to include in the initial wave.
• Select the preferred launch timing for outreach relative to your maturity or bid deadline Options: Immediate, 2-4 weeks before deadline, 4-6 weeks before deadline, Custom date
• Which NDA workflow should be used for initial lender outreach (for example platform NDA, bespoke counsel NDA, mutual NDA)? Options: Platform NDA, Bespoke counsel NDA, Mutual NDA
• Do you want target rate ranges and indicative pricing guidance included in initial lender outreach? Options: Yes, No
• Identify any lenders or investor types that must be excluded from outreach for regulatory or strategic reasons.

Execute roadshow and investor meetings

• Who will represent the company in roadshow presentations (for example CFO, Treasurer, Head of IR)? Options: CFO, Treasurer, Head of Investor Relations, CEO, Other
• Which materials should be used in investor meetings (for example tailored slide deck, covenant test extract, debt service table)? Options: Slide deck, Covenant test extract, Debt service table, Q&A cheat sheet
• Choose the preferred meeting formats for investor engagement Options: Virtual webcast, 1:1 video calls, In-person meetings, Group conference call
• Will you require rehearsal sessions with presenters that include anticipated lender Q&A and rebuttal scripts? Options: Yes, No
• Provide the expected cadence of investor meetings per week during the roadshow (for example 8-12 meetings/week). Options: Less than 5, 5-10, 8-12, More than 12
• Specify any investor documentation follow-ups you commit to provide after meetings (for example additional contracts, updated model excerpts).

Manage bookbuilding and price discovery

• Which bookbuilding mechanics do you prefer (for example indications only, soft clock, hard clock for final bids)? Options: Indications only, Soft clock, Hard clock
• Provide the minimum indicative demand or oversubscription threshold that you would treat as a successful bookbuild (for example 120% of target size). Options: 100% (fully subscribed), 110%, 120%+, Custom
• Select the allocation principles you want applied when allocating orders (for example pro rata, best price, strategic relationship weighting). Options: Pro rata, Best price, Strategic weighting, Discretionary by lead
• Who will be authorized to issue final pricing guidance during the bookbuild (role or title)? Options: Lead banker, CFO, Treasurer, Syndication committee
• Do you want us to run explicit sensitivity runs for pricing moves of +/-25 bps and +/-50 bps in the model during bookbuild? Options: Yes, No
• Describe the format of price discovery evidence you will accept (for example written indications from three or more lenders, time-stamped order book).

Structure and execute allocation of proceeds

• What is the primary priority for proceeds allocation (for example repay specific facility, fund acquisition, working capital)? Options: Repay specific facility, Fund acquisition, Working capital, General corporate purposes
• Provide target tranche sizes and tenors for each intended use of proceeds (for example $200m 5-year term, $50m revolver).
• Identify any intercreditor or waterfall mechanics that must be reflected in allocation (for example senior secured first lien, second lien subordination).
• Who will authorize final allocation instructions to the agent or trustee at closing (role or title)? Options: CFO, Treasurer, CEO, Other
• Do you require pro forma covenant test runs after allocation to confirm compliance (for example covenant schedule showing post-transaction leverage)? Options: Yes, No
• List any escrow mechanics or conditional holdbacks that must be included in allocation instructions.

Negotiate term sheets and pricing

• Which term sheet elements are absolutely non-negotiable for you (for example fixed spread floor, call protection, mandatory prepayment terms)?
• Who is the internal decision authority that approves signing a term sheet (role or committee)? Options: CFO, Treasurer, Deal committee, CEO
• When do you require finalization of term sheets relative to your internal approval calendar (for example within 5 business days of initial indication)? Options: Within 3 business days, Within 5 business days, Within 10 business days
• Do you want a formal bid evaluation matrix that weights pricing, covenant tone, and execution speed? Options: Yes, No
• Select the pricing benchmarks you want referenced in term sheets (for example secured overnight financing rate (SOFR) plus spread, Treasury yield plus spread). Options: Secured overnight financing rate (SOFR) + spread, Treasury yield + spread, Bank offered rate + spread
• Indicate whether you want all term-sheet redlines tracked and compared side-by-side (for example spreadsheet comparing key commercial points). Options: Yes, No

Negotiate covenant package and structural terms

• Which financial covenants must be preserved or are negotiable (for example net leverage ratio, interest coverage ratio, fixed charge coverage)? Options: Net leverage ratio, Interest coverage ratio, Fixed charge coverage, Debt to EBITDA
• Provide target covenant thresholds and permitted cures you expect to see in documentation (for example maximum net leverage 4.0x with one quarter cure).
• Identify structural terms you consider material (for example negative pledge, change of control provisions, restricted payments). Options: Negative pledge, Change of control, Restricted payments, Cross-default
• Who will coordinate with counsel on covenant language and intercreditor provisions during negotiation (title or role)? Options: Head of Legal, Treasurer, CFO, External counsel
• Do you require specific acquisition or divestiture carve-outs in covenant tests (for example one-time pro forma adjustments for acquisitions)? Options: Yes, No
• What will serve as acceptance evidence that covenant negotiations are concluded (for example covenant sheet attached to commitment letter signed by lead lenders)?

Coordinate documentation redlines with counsel

• Which definitive documents require tracked redlines (for example credit agreement, indenture, intercreditor agreement, security documents)? Options: Credit agreement, Indenture, Intercreditor agreement, Security documents
• Who is the primary counsel on your side and what turnaround times do you require for each redline cycle? Options: 24 hours, 48 hours, 72 hours, Custom
• Will you require a consolidated redline tracker maintained by us that aggregates lender and borrower comments? Options: Yes, No
• Provide the signing authority and approval checkpoint for final legal drafts (for example CFO signature required before execution).
• Describe any document-specific constraints we must respect (for example trustee-preferred language, required escrow clauses).
• Which communication channel do you prefer for redline queries and approvals (for example secure platform messaging, email, video call)? Options: Secure platform messaging, Email, Video call

• Master Services Agreement (MSA)
• Statement of Work (SOW)
• Engagement & Fee Letter
• Non-Disclosure Agreement (NDA)
• Exclusivity Agreement
• Decision Gate & Approval Schedule
• Authorization to Commence (Notice to Proceed)
• Data Room Access Addendum

• Post-close Health Check (Week 1-4)
• First Measurement Review (Weeks 4-10)
• Acceptance Gate Review (Day ~90)
• Quarterly Post-closing Monitoring

• Publish the lessons-learned summary and the updated execution checklist to the shared channel.
• Deliver a funding reconciliation showing funded amount and pricing variance to Engagement Scope targets.
• Record corrective actions in the shared tracker with resolution dates and acceptance conditions.
• Restate acceptance criteria from Engagement Scope
• Formal acceptance decision recorded against each Engagement Scope criterion, pass or fail.
• Remediation plan documented for each failed criterion with deadlines and acceptance conditions.
• Ongoing monitoring cadence and reporting package confirmed for the post-acceptance period.
• Publish the acceptance decision and criterion-level outcomes to the shared workspace.
• Create remediation tickets for failed criteria with deadlines and acceptance conditions.
• Deliver the agreed quarterly monitoring report template prior to the next scheduled review.
• Covenant compliance trend review
• Reduce or agree escalations for the count of outstanding lender action items older than 30 days.
• Maintain covenant compliance within agreed thresholds, or document and track mitigation steps for deviations.
• Capture at least three discrete lessons learned and update the execution playbook accordingly.
• Update the lender action-item tracker and assign resolution timelines for backlog items older than 30 days.
• Revise covenant reporting templates or cadence if reporting gaps contribute to near-breach results.
• Reconfirm engagement deliverables and targets
• All operational owners and reporting responsibilities confirmed against Engagement Scope.
• Funding and trustee/agent arrangements validated and any discrepancies documented.
• Open issues logged with remediation actions and due dates in the shared channel.
• Publish the post-close validation checklist and issue log to the shared lender follow-up channel.
• Provide required access credentials and the initial data extracts for covenant reporting.
• Update the shared issue log with remediation owners and target resolution dates within 48 hours.
• Present covenant compliance results
• Clear understanding of current covenant health, including the count of failing and watch-threshold tests.
• Documented pricing and funding variance quantified against Engagement Scope targets.
• Corrective actions and timelines agreed to reach acceptance criteria by the acceptance gate.
• Produce a covenant compliance report with drilldowns for each failed or watch item.
• Present outcome data against each criterion
• Lender follow-up and action-item backlog
• Funding and settlement validation
• Present funding and pricing variance
• Document pass/fail per criterion and required remediations
• Covenant reporting and data access validation
• Funding and pricing variance update
• Root-cause analysis for variances
• Lessons learned and execution playbook updates
• Formal acceptance decision and signatory capture
• Lender follow-up channel setup
• Agree corrective actions and timeline
• Confirm data package for Acceptance Gate
• Agree post-acceptance monitoring cadence
• Close items and confirm next quarter deliverables
• Open issues and immediate remediation