Draft Comfort Letter Request

---
name: draft-comfort-letter-request
task_id: capital-markets/draft-comfort-letter-request
description: Comfort letter request drafting where the baseline fails to differentiate the procedures available for each type of financial period and does not address the privity and addressee rules that govern who may receive the letter.
activates_for: [planner, solver, checker]
---

# Skill: Draft Comfort Letter Request to Auditor

## 1. Subject-matter triage
- Treat the request as a comfort-letter exercise tied to a follow-on public offering, not a generic diligence memo.
- First inventory the financial tables, selected financial data, and pro forma information in the offering materials, then map each item to the proper comfort treatment.
- Separate audit-period items, review-period items, stub-period items, and pro forma items before drafting any ask.
- Identify the intended addressees up front and confirm each is a proper recipient under the auditor relationship and the engagement structure.
- If the source set includes a closing date or expected pricing date, anchor the bringdown request to that milestone.

## 2. Failure modes the skill is correcting
- Baseline requests a single comfort package for all numbers, which blurs the different procedures available for audited, reviewed, and unreviewed periods.
- Baseline omits the change-period methodology, including the correct start and end dates and the required prior-period comparison.
- Baseline ignores the distinction between financial information that can be covered and operational or narrative metrics that ordinarily cannot.
- Baseline fails to isolate pro forma adjustments and the assumptions underlying them.
- Baseline does not test whether each proposed addressee is in privity or otherwise entitled to receive the letter.
- Baseline drafts the issues memo as a generic recap rather than a focused list of offering-document concerns tied to comfort-letter scope.

## 3. Legal frameworks / domain conventions that apply
- Audited annual periods call for audit-report-based comfort over the audited figures.
- Reviewed interim periods call for review procedures and negative assurance consistent with the review framework.
- Unreviewed stub periods call for agreed-upon procedures, not review-level comfort.
- Change-period comfort should be framed from the end of the last audited or reviewed period through the agreed cutoff date, with comparison to the corresponding prior-year period.
- Pro forma financial information should be requested separately, with arithmetic verification and consistency with stated assumptions.
- Non-financial operating metrics, bookings, backlog, or other business KPIs are often outside standard auditor comfort and should not be requested as if they were audited amounts.
- Bringdown comfort is typically requested for the closing delivery date and updated cutoff, not left open-ended.
- Privity and addressee limits matter; if a party is not a proper recipient, the request should flag the need for reliance or reissuance rather than assume coverage.
- The request should track the governing comfort-letter practice used in capital markets offerings and use conventional auditor terminology throughout.

## 4. Analytical scaffolds
- Enumerate each financial data item in the offering materials before drafting, then classify it by period type and comfort level.
- For each audited item, request the appropriate audit-based comfort in conventional form.
- For each reviewed item, request negative assurance and any related inquiries consistent with the review period.
- For each stub-period item, request agreed-upon procedures tied to the identified cutoff.
- For each pro forma item, request arithmetic checks and confirmation that the adjustment is derived from the stated transaction assumptions.
- For each non-financial or potentially out-of-scope metric, decide whether to exclude it from the request or flag it for separate handling.
- State the exact change period and the anticipated bringdown date in the request body, not only in a cover note.
- List every proposed addressee and address privity concerns expressly.
- In the issues memo, give each concern a clear severity level, explain why it matters, and end with concrete next steps tied to the offering timeline.

## 5. Vertical / structural / temporal relationships
- Structure the request by financial category, then by period, then by procedure, so the auditor can see the coverage requested without inference.
- Keep the opening scope statement aligned with the closing deliverables so the letter request and issues memo do not describe different universes of information.
- Preserve the temporal sequence: last audited or reviewed period, intervening stub, change period, bringdown date.
- Where multiple periods overlap a single line item, specify which procedure applies to which slice rather than collapsing them.
- If the source documents identify more than one potential addressee, confirm the set explicitly and note any recipient-specific limitation.
- When the offering materials include both historical and pro forma information, treat historical coverage and pro forma verification as separate asks.

## 6. Output structure conventions
- Produce two deliverables: a formal comfort-letter request to the auditor and a companion issues memorandum.
- Draft the comfort-letter request first and make it self-contained, with clear headings for scope, categories of information, change period, bringdown timing, and addressees.
- Use conventional comfort-letter phrasing; avoid narrative explanation where a direct request will do.
- In the issues memorandum, define a simple ordinal severity scale once at the top and apply it to each issue.
- For each issue, identify the affected disclosure or data category, explain the coverage limitation or inconsistency, and state the practical consequence for the offering process.
- Close the issues memorandum with a Recommended Actions section that assigns each action to a role and ties it to a transaction milestone or deadline.
- Confirm that the comfort-letter request file is the primary deliverable and that the issues memorandum is secondary and responsive to the same source set.
- Ensure both files are substantive, not placeholders, and that the request contains operative language suitable for transmission to the auditor.