Senior Debt Covenants

And here lies the importance of understanding bank loan covenants specifically for the construction companies. The debt service coverage ratio covenant (sometimes referred to as the “DSCR” covenant) measures the borrower’s ability to pay its then current debt service obligations. A DSCR that is greater than 1.0 indicates that the borrower’s business has generated sufficient cash flows to cover its debt service.

Information Requirements – Companies are typically asked to provide basic information about the business, such as financial statements as well as their auditor’s ‘no default and compliance certificate.’ This information is often required quarterly. In other words, the covenants of a lending agreement are the things that a borrower has to do in order to maintain access to their source of capital. Covenants are legally binding and are often outlined in credit agreements. Debt limitation is a bond covenant that seeks to protect current lenders by restricting the amount of additional debt that the issuer might incur. Before acquiring another business, the buyer will usually request the company’s financial statements and other proprietary information. The seller will typically comply with this request, but only after the potential buyer agrees to a confidentiality covenant. Should the buyer back out of the transaction, they agree to return all confidential information to the seller.

Debt Covenant Examples

Limitations and prohibitions on incurring ‘super senior’ debt is typically specified within priority debt provisions in the ‘Negative’ Covenants section. It’s more often the case that the complexity of covenants leads to an oversight on the part of borrowers. The first example would be a negative covenant in that it restricts the tax levy to a maximum of 105% of the debt service. The second example is an affirmative covenant that allows for no limitations on distributions. Covenants that allow certain activities are called affirmative, while those that restrict are classified as negative covenants.

• Financial Covenant.With respect to the Revolving Facility only, permit the Net First Lien Leverage Ratio as of the last day of any fiscal quarter , solely to the extent that on such date the Testing Condition is satisfied, to exceed 7.30 to 1.00.
• This ratio is a cash flow measure that reflects a borrower’s ability to service its debt obligations.
• The cost of debt is the return that a company provides to its debtholders and creditors.
• One of our most important functions as accountants or auditors is to be sure the company or borrower does not fail or breach any of the loan covenants.
• Dividend Payout RatioThe number of dividends paid to shareholders in relation to the amount of net income a company brings in.
• This is not an exhaustive list, but rather an illustration of the types of terms included in senior debt agreements.
• Short of an actual payment default, a covenant default is likely the most serious issue a borrower will encounter with its lender post-closing.

But, in reality, not all covenants are weighted equally in a lender’s mind. What a lender chooses to react to and how the lender responds are determined by many factors, not the least of which is how the borrower approaches the issue of covenant default. There will, doubtless, be “affirmative” and “negative” covenants in a credit agreement as well. These generally begin with the words “Borrower will…” and “Borrower will not…” and normally refer, respectively, to actions the borrower must or must not take. They don’t necessarily measure financial strength but require the borrower to do things, such as provide notification to the lender of certain events, remain in the same line of business, not to merge or sell assets without lender approval, and the like. While these are also very important, this article focuses just on financial covenants.

Financial Covenants In Cash Flow Loan Agreements

The lender has many rights, including some drastic ones, that it may or may not choose to exercise. Every credit agreement reserves those rights so that a lender can postpone taking immediate action without losing its rights to take action later. Examples of actions available include instituting a default rate of interest, accelerating payment (i.e., demanding payment in full) and notifying guarantors or subordinated lenders of the default. Again, a lender will have those rights, and many more, at its disposal.

When borrowers agree to certain restrictions in a loan, lenders are willing to lower interest costs and fees because their risks are reduced. Any loan agreement negotiated between a lender and a borrower is likely to come with a list of stipulations known as debt covenants. The Hennepin County bond debenture contained a covenant stipulating that Hennepin County can levy taxes to fund the debt service at 105% annually. The debenture also stipulated that the maximum tax rate provides strong coverage of the debt service of 21.5x MADS. The Debt to Assets Ratio is a leverage ratio that helps quantify the degree to which a company’s operations are funded by debt. In many cases, a high leverage ratio is also indicative of a higher degree of financial risk. This is because a company that is heavily leveraged faces a higher chance of defaulting on its loans.

Types Of Covenants

A lender of last resort is the provider of liquidity to financial institutions that are experiencing financial difficulties. In most developing and developed countries, the lender of last resort is the country’s central bank. The responsibility of the central bank is to prevent bank runs or panics from spreading to other banks due to a lack of liquidity. He has a passion for giving small business owners, like you, the financial and strategic tools they need to realize the American dream. Lenders want borrowers to be successful because that improves their chances of getting the loan repaid and working with them again. Financial Covenant.The Borrower will not permit the ratio of its Consolidated Indebtedness to its Consolidated Total Capitalization to exceed 0.65 to 1.0 at any time. For some real-life examples of covenant violations and consequences, check out the “Real-World Examples” section in the Investopedia article here.

• Ideally, these systems can issue early warnings to borrowers before they violate covenants, and provide guidance on how to stay in compliance with covenants on an ongoing basis.
• In other words, the covenants of a lending agreement are the things that a borrower has to do in order to maintain access to their source of capital.
• Covenants exist in financial contracts, such as bond issues, that set out certain activities that will or will not be carried out.
• Keep your auditor or accountant in the loop when negotiating new loan covenants and when there are any significant changes that may impact your company or company’s covenants.
• Lenders understand that “stuff happens,” but it is not helpful to point fingers.

Before making any decisions that may affect your business, you should consult a qualified professional advisor. Covenants are legally binding clauses, and if breached will trigger compensatory or other legal action.

Understanding Bank Loan Covenants

Without the restriction, the company can pay out all of its earnings or liquidate its assets and pay a liquidating dividend to all shareholders. Therefore, the lender would be out of his or her money if the company were to liquidate the company and pay out a liquidating dividend.

A violation of an affirmative covenant ordinarily results in outright default. Certain loan contracts may contain clauses that provide a borrower with a grace period to remedy the violation. If not corrected, creditors are entitled to announce default and demand immediate repayment of principal and any accrued interest.

What Is The Purpose Of A Debt Covenant?

The best way to ensure covenant compliance is to implement technology that tracks covenant compliance in near real time. Ideally, these systems can issue early warnings to borrowers before they violate covenants, and provide guidance on how to stay in compliance with covenants on an ongoing basis. When an issuer violates a bond covenant, it is considered to be intechnical default. A common penalty for violating a bond covenant is the downgrading of a bond’s rating, which could make it less attractive to investors and increase the issuer’s borrowing costs. For example, Moody’s, one of the major credit rating agencies in the United States, rates a bond’s covenant quality on a scale of 1 to 5, with five being the worst. This means that a bond with a covenant rating of five is an indication that covenants are being violated consistently.

• Many involve the relationship between Earning Before Interest, Taxes, Depreciation and Amortization (‘EBITDA’) as well as debt levels.
• For instance, most loan agreements require a ratio of total debt to a certain measure of earnings not to exceed a maximum amount, which ensures that a company does not burden itself with more debt than it can afford to service.
• Financial Covenant.The Borrower will not permit the ratio of its Consolidated Indebtedness to its Consolidated Total Capitalization to exceed 0.65 to 1.0 at any time.
• All borrowers must completely understand how the covenants are calculated and how they impact a lender’s thoughts and actions.
• Lenders aren’t anxious to call their loans for immediate payment and would more than likely be willing to work out the situation.

A loan covenant is simply a clause in the loan agreement that requires the borrower to do or refrain from doing, certain things. Affirmative or positive covenants are things that the borrower must do or agree to during the life of the loan. Restrictive or negative loan covenants place limitations on what a borrower can do. The most common restrictive or negative covenants involve repayment terms, the use of collateral and the borrower not to borrow any money from another lender. In addition to the leverage ratio, the fixed charge coverage ratio is a frequent component of financial covenants in credit agreements. Similarly, the interest coverage ratio, which measures the borrower’s ability to service interest expense, as opposed to total fixed charges, with operating cash flows is a common variant of the fixed charge coverage ratio. Coverage ratio covenants set a floor for the borrower to ensure a minimum level of cash flow is maintained relative to certain key expenses like interest expense and fixed charge expenses.

Covenant requirements protect their interests by creating requirements or restrictions on what the borrower can or can’t do. Should a borrower violate a covenant, such as not maintaining a certain interest coverage ratio or engaging in unpermitted business activities, it may constitute a loan default. A financial covenant refers to certain conditions a borrower must fulfill throughout the loan term to prove their continued creditworthiness to the lender. These conditions are sometimes outlined as financial tests, such as meeting a certain interest coverage ratio. Examples of positive covenants include maintaining certain insurance policies or agreeing to on-site inspections by engineers and consultants.

Understanding bank loan covenants is very important to all businesses big or small. Keep your auditor or accountant in the loop when negotiating new loan covenants and when there are any significant changes that may impact your company or company’s covenants. Your accountant can help you put together a comprehensive loan covenant checklist. WithumSmith+Brown, PC (WS+B) has vast banking relationships and can no doubt assist you when it comes to maintaining and negotiating loan covenants. This ratio is a cash flow measure that reflects a borrower’s ability to service its debt obligations.

Examples Of Negative Debt Covenants

This approach indicates you are paying attention to the “deal” you struck with your banker and have the ability to foresee issues. This will also give you and your banker time to address the issue without a sense of urgency.

Eric is currently a duly licensed Independent Insurance Broker licensed in Life, Health, Property, and Casualty insurance. He has worked more than 13 years in both public and private accounting jobs and more than four years licensed as an insurance producer. His background in tax accounting has served as a solid base supporting his current book of business. If there are no covenants, the company can immediately borrow $10 million from another lender .

All of these are referred to as “financial” covenants and are attempts for a lender to watch trends in a borrower’s financial condition and to predict, and hopefully ward off, potential repayment problems. The leverage ratio is the most common financial covenant metric used in credit agreements. High levels of leverage can be risky for lenders because they adversely affect a borrower’s ability to respond to declining profitability stemming from market headwinds or any other reason.

Amanda Bellucco-Chatham is an editor, writer, and fact-checker with years of experience researching personal finance topics. Specialties include general financial planning, career development, lending, retirement, tax preparation, and credit. The cost of debt is the return that a company provides to its debtholders and creditors. Be sure to consult with your broker or a financial professional about the covenant protections before investing in a given bond. There are two other scenarios that I have encountered regarding covenant defaults. Both are fraught with problems and are liable to cause serious, perhaps permanent, damage to a borrower/lender relationship.

Dan Marticio is a trusted personal finance writer whose articles and reviews about loans, investing, and small business have appeared on top financial sites including The Balance, LendingTree, ValuePenguin, Fundera, and NerdWallet. The second scenario is that the borrower isn’t aware of the default even after preparing its financial statements, despite the fact that a simple calculation or two would expose the issue.