SAS 72 Auditor Representation Letter

Definition:

In the context of an unregistered offering of securities, a letter delivered by the underwriters to the issuer’s auditors in connection with their request for a SAS 72 Letter, which states that the underwriters will perform a Due Diligence review substantially consistent with the inquiry that they would perform in an SEC-registered offering of securities (it being understood that what is ‘substantially consistent’ may vary from situation to situation).

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