# Draft Commitment Letter > Guides drafting of a leveraged acquisition commitment letter and companion issues memo, requiring identification and resolution of cross-document economic inconsistencies and flagging of non-market conditions that may be inappropriate as unconditional funding conditions. - Skill: `finchipaiorg/draft-commitment-letter` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-commitment-letter` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-commitment-letter/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-commitment-letter --- # Skill: Draft PE Acquisition Financing Commitment Letter ## 1. Subject-matter triage - Treat the commitment letter as the primary deliverable and the issues memo as secondary support. - Draft the operative financing document first, then prepare the issues memo only after the draft is complete and internally coherent. - If the source set contains multiple facilities, tranches, pricing options, dates, or conditional pathways, enumerate them before analysis and draft each item distinctly rather than collapsing them into a generic blended description. - If only one facility or one closing path exists, say so expressly and draft to that single path. ## 2. Failure modes the skill is correcting - Drafting a commitment letter that leaves the core economics, closing conditions, or funding mechanics internally inconsistent across the deal materials. - Allowing a broad adverse-change or similar open-ended funding condition to survive unqualified when the deal materials call for narrower, customary closing risk allocation. - Conflating OID, upfront fees, benchmark floors, spreads, and other pricing components instead of separating each economic term cleanly. - Missing cross-document mismatches in amortization, prepayment or sweep mechanics, springing covenant triggers, or timing for KYC / beneficial ownership deliverables. - Delivering only the main letter or only the memo, rather than a complete financing package with the operative document first and the issues analysis after. - Issuing issue spots that are descriptive but not action-oriented, or that fail to identify the practical consequence of the mismatch. ## 3. Legal frameworks / domain conventions that apply - Commitment letters in leveraged acquisition financings should reflect a market-consistent allocation of closing risk, with conditions to funding tied to specified deliverables, reps, and customary documentary conditions rather than an unrestricted escape hatch. - Financing economics should be stated component-by-component: benchmark, spread, floor, OID, upfront fees, and any flex mechanics should not be blended into one number or left ambiguous. - Amortization, maturity, and prepayment/sweep provisions must be expressed in a way that is internally consistent with the anticipated credit documentation and the term sheet. - Springing covenant mechanics must state both the testing trigger and the utilization calculation with the same operational assumptions across all deal materials. - KYC and beneficial ownership delivery obligations should be tied to a concrete closing timetable and measured in business days or another explicit timing anchor. - Cross-document inconsistencies should be resolved before execution, with the commitment letter aligned to the higher-order deal economics unless the materials expressly state a negotiated deviation. - Any legal conclusion about whether a condition is customary or overly broad must be tied to the governing contract language and the applicable market convention for leveraged acquisition financing. ## 4. Analytical scaffolds ### Commitment letter drafting scaffold 1. **Parties and facilities** - Identify the borrower, the committed lenders or arranger, and each committed facility. - State the commitment amount for each facility and avoid vague references to unspecified “financing.” 2. **Use of proceeds and transaction context** - Tie the commitments to the acquisition and related refinancing or fee funding only to the extent supported by the source materials. - Keep acquisition financing and post-closing working capital or other ancillary uses distinct if the materials do so. 3. **Pricing and economics** - State the benchmark, spread, any floor, OID, and fees separately. - If the materials contain multiple pricing references, reconcile them and carry forward the governing number set consistently. - Avoid embedding scenario-dependent arithmetic; state the operative economic terms in plain contractual language. 4. **Maturity and amortization** - Specify the maturity date and any amortization schedule for each facility. - If amortization varies by tranche or period, set it out cleanly and do not compress distinct mechanics into one sentence. 5. **Funding conditions** - List the closing conditions in a customary acquisition-financing sequence. - Scrutinize any adverse-change condition for breadth and alignment with the other conditions. - Separate delivery conditions, legal-opinion conditions, no-default conditions, and documentary conditions so the package reads as a coherent closing standard. 6. **Flex and allocation mechanics** - Include any flex rights, syndication protections, or allocation mechanics only to the extent supported by the materials. - Ensure flex provisions do not silently override the stated economics or create hidden inconsistency with the commitment economics. 7. **Prepayment and sweep mechanics** - State any excess cash flow sweep or leverage-based step-down mechanics clearly. - Confirm the threshold logic, step-down trigger, and rate changes are consistent across the materials before carrying them into the draft. 8. **Springing covenant** - Identify the trigger level and the utilization calculation method. - Make sure the trigger is expressed consistently with the related revolver or liquidity assumptions. 9. **Closing deliverables and KYC** - State the delivery deadline for organizational, KYC, and beneficial ownership items in relation to closing. - Use the timetable in the source materials rather than inventing a new one. 10. **Termination and indemnity** - Include customary termination and indemnification concepts. - Do not expand them into open-ended liabilities unless the source materials support that result. ### Issues memo scaffold 1. **Start with a short issue inventory** - Organize each inconsistency or drafting concern as its own entry. - Assign a severity label using a consistent ordinal scale defined once at the top of the memo. 2. **For each issue, include three closing moves** - State the scale of the issue using a figure, threshold, date, or transaction milestone drawn from the materials. - Cross-reference the other clause, schedule, letter, or draft term that interacts with it. - State the downstream consequence for the client if left unresolved. 3. **Recommendation discipline** - End each entry with a concrete proposed fix, not just a diagnosis. - Frame the fix as a drafting or coordination action that a deal team can actually implement. 4. **Prioritize true mismatches** - Focus on terms that affect economics, closing certainty, leverage, covenant operation, or documentation timing. - Avoid burying the reader in stylistic nits unless they affect interpretation. ## 5. Vertical / structural / temporal relationships - Track the hierarchy among the commitment letter, term sheet, summary materials, and anticipated credit documentation; where there is tension, identify which source governs by deal design or explicit instruction. - Track how one term changes another over time, especially where leverage-based step-downs, springing covenants, or closing deliverable deadlines depend on later events or specified business-day intervals. - Keep the chronology of signing, syndication, closing, and post-closing deliveries explicit so that conditions are not accidentally drafted as pre-closing requirements when they are intended to be post-closing obligations. - When the source materials refer to multiple economic levels or thresholds, preserve the sequence and direction of each threshold so the draft does not invert the intended mechanic. ## 6. Output structure conventions - Produce a substantive, document-ready commitment letter as the main file, with operative clauses rather than an outline or commentary. - Produce a separate issues memo that is concise but complete, issue-by-issue, and written for a deal team audience. - In the issues memo, define a uniform severity scale once at the top and apply it consistently to every entry. - For each issue entry, state the mismatch, identify the interacting source provisions, explain the client consequence, and give a practical resolution path. - End the issues memo with a short Recommended Actions block that assigns each action to a role and ties it to a timing anchor from the transaction process. - Keep the drafting style market-oriented and internally consistent; if the source set supports a narrower or more specific formulation than a standard market formulation, reflect that specificity in the draft. - Before finishing, confirm that the primary deliverable exists and is non-empty, then confirm the memo exists and is non-empty.