Comfort Letter From Auditors

---
name: comfort-letter-from-auditors
description: Drafts PCAOB AS 6101-compliant auditor comfort letters (cold comfort letters) providing negative assurance on unaudited financial information for underwriters in U.S. securities offerings. Use when drafting comfort letters for underwriting agreements, capital markets closings, IPOs, secondary offerings, or any securities transaction requiring auditor negative assurance at signing or closing.
tags:
  - corporate
  - drafting
  - letter
  - regulatory
---

# Comfort Letter from Auditors

Drafts a comfort letter under PCAOB AS 6101 providing negative assurance on unaudited interim financials and pro forma data for underwriter reliance in U.S. securities offerings.

## Required Inputs

1. **Offering details** — type (IPO, secondary), SEC file number, form type (S-1, S-3), pricing/closing date
2. **Audited financial statements** — fiscal periods covered, audit report date
3. **Unaudited interim financials** — periods under review; pro forma data if applicable
4. **Underwriting agreement** — date, full legal names of all addressees, specific comfort items requested
5. **Cut-off date** — within 5 business days of comfort letter date
6. **Engagement authorization** — engagement letter authorizing preparation

## Drafting Workflow

### 1. Header & Introduction

- Firm letterhead with PCAOB registration number
- Date coinciding with pricing or closing
- Addressees: all underwriters/placement agents by full legal name
- State purpose, registration statement number, audited periods, governing standard (PCAOB AS 6101), and underwriting agreement authorization

### 2. Scope & Procedures

Include required disclaimer: procedures do **not** constitute an audit or review under PCAOB standards and are **substantially less in scope** than an examination.

Standard procedures:
- Read minutes of stockholders, board, and committee meetings through cut-off date
- Inquire of officials re: changes in capital stock, long-term debt, specified financial statement items
- Apply analytical procedures to interim data (comparison to prior periods)
- Agree interim figures to accounting records
- Read unaudited interim financials in the registration statement
- If applicable: agreed-upon procedures on pro forma information

State cut-off period: from latest audited balance sheet date through cut-off date.

### 3. Negative Assurance Statements

Use consistently for each item requested in the underwriting agreement:

> "Nothing came to our attention as a result of the foregoing procedures that caused us to believe that..."

| Topic | Completing clause |
|---|---|
| Financial statement items | ...material decreases in [item] vs. [audited period] |
| Long-term debt | ...increase beyond [threshold / any material amount] |
| Stockholders' equity | ...material decrease from [date] to cut-off date |
| Interim financials | ...not prepared in conformity with GAAP on a basis consistent with audited statements |
| Pro forma (if applicable) | ...adjustments not applied consistently with applicable SEC rules / GAAP [VERIFY: Reg S-X Rule 11-02] |

### 4. Limitations & Disclaimers

- Solely for named addressees' use in their investigation
- No third-party reliance without prior written consent
- No opinion on sufficiency of procedures for underwriters' purposes
- No responsibility for registration statement / prospectus disclosure adequacy
- No assurance on legal matters or regulatory compliance beyond financial presentation
- No obligation to update beyond cut-off date

### 5. Closing & Signature

- Reaffirm limited assurance and reliance restrictions
- Restrict inclusion in transaction documents and further distribution
- Signature: firm name, authorized partner signature, "Certified Public Accountants," signing office location
- If required: confirm PCAOB registration and independence compliance

## Critical Rules

- **Negative assurance only** — "nothing came to our attention" is the ceiling; never imply positive assurance
- **PCAOB AS 6101** — all procedures and formulations must conform; cite in introduction [VERIFY current designation]
- **Addressee specificity** — letter is non-transferable; name all relying parties; comfort does not extend to unnamed parties
- **Cut-off discipline** — do not extend assurance beyond the stated cut-off date
- **Independence** — confirm PCAOB and SEC independence requirements before issuance
- **Pro forma** — address separately under applicable Regulation S-X rules if included in registration statement [VERIFY]
- **Securities Act context** — underwriters rely on comfort letters for Section 11 due diligence defense
- **Senior review required** — flag for engagement partner review; do not finalize without attorney sign-off on limitations language