A sponsor take-private of a name you hold is reported at four in the afternoon. By the morning call, credit wants to know what the existing documents permit, legal wants the change of control mechanics, the desk wants to know whether the debt is portable, and somebody has to say whether the new offering memorandum that lands overnight is inside or outside the market. The old version of that evening is a stack of PDFs, a search box and a spreadsheet that nobody will trust tomorrow.
This is the same evening with the documents already in a register. The name is one you hold, so its indentures, the facilities agreement, the intercreditor and every amendment were read into ExactCov when they arrived, each covenant, basket and definition stored as a field with the clause and page it came from. Nothing below is a summary. Every figure can be opened to the page. The figures are illustrative.
1. What do the existing documents do on a change of control?
The first question is asked, not researched. In Agreements Intelligence, or in Claude, ChatGPT or Copilot connected to the register, the analyst asks for the change of control provisions across the two bonds and the revolver. The answer comes back as a table: the definition of Change of Control in each document, whether a ratings decline is part of the trigger, the put at 101%, the notice period, and the consent threshold on the facility. Every cell carries its citation.
The definitions are where the evening used to go. "Change of Control" in the 2029 notes is not the same clause as in the 2031 notes, and the difference is in a defined term two hops away. The register has already walked that chain, and shows each hop on request, so the analyst reads the two provisions side by side instead of rebuilding them.
2. Is the debt portable?
Portability turns on a leverage test at the moment of the change of control, on the agreement's own definitions. The register holds the definitions, the latest reported figures from the last compliance certificate, and the date those figures are from. The question "is this portable at the sponsor's likely leverage" is answered with the ratio, its threshold, the headroom, and a flag if the figure it rests on is older than its reporting cycle. A stale number is shown as stale. It is never reused silently.
3. What can they still raise?
The new financing has to fit somewhere, and the existing holders want to know how much can be layered on top of them, and whether it can be secured. Capacity is not a number in the document. It is a table: one row per basket, the cap as the document defines it, the current value of that cap on the latest EBITDA, what has already been used and by which incurrence notice, and what is left. Above it, the ratio test. Below it, the same structure again for liens and for restricted payments. The register keeps that table current, so the answer at 4pm is the answer as of the last certificate, not the answer at closing. How that table is built.
4. The new OM lands. Inside or outside the market?
The offering memorandum drops overnight. It goes into the Vault, the parser builds its structure and finds every candidate clause before a model reads anything, and by the morning it is a register entry alongside the existing documents: the ratio debt basket, the general basket and its grower, the builder basket, permitted investments, the EBITDA add-backs and their caps, the J.Crew, Serta and drop-down protections, each cited.
Because the new package and the existing ones are stored as the same fields on the same basis, comparing them is a view, not a project. And because every deal the desk has closed is in the same register, "is 30% of EBITDA market for this sponsor" is a query with a distribution behind it: the median, the range, the sponsor's last four deals, and which ones sit outside it. Why that needs a register and not a search box.
5. The morning after
This is where a walkthrough usually stops, and where the register does not. The memo written that evening is a snapshot. The change of control event goes on the calendar with its notice deadline. The new documents join the book, their reporting obligations are derived from the agreement and the deliverables are chased when due. When the first certificate under the new package arrives, every test is recomputed the moment it lands, and headroom is tracked from there. The team that wrote the memo at 4pm is not the team that has to remember it in nine months. The register remembers.
| The question | Where it is answered | What comes back |
|---|---|---|
| What happens on a change of control? | Agreements Intelligence, or the assistant you already use | Definition, trigger, put price, notice, consent threshold, per document, cited |
| Is it portable? | The register's test, on the last certificate | Ratio, threshold, headroom, and whether the figure is current |
| What can they still raise? | The capacity table | One row per basket: cap, current value, used, remaining, citation |
| Is the new OM market? | Vault, then the same fields across the book | The new package beside the existing ones and the closed precedents |
| Who watches it next quarter? | The calendar and the agents | Deliverables chased, tests recomputed on arrival, breach and waiver log |
What makes this defensible
Three things, and none of them is the speed.
- The documents are yours. ExactCov reads what you hold, including the bilateral, the side letter and the private placement no data vendor has. The comparison set is your own book, not a public universe.
- A parser runs before the model. The document's structure and every candidate clause are found deterministically. The model reads from those candidates and must cite a span a validator can check. If the register cannot cite it, the assistant does not say it.
- The evening's answer is still right in the morning. Because the register is the same one that monitors the name, the memo does not drift from the tests that follow it.
AI collects, extracts, calculates and flags. People decide. The analyst still reads the change of control clause, still makes the call on portability, and still signs the memo. They just do it from a page they can open, at a time they choose.