As we all know, senior debt is at the head of the line when we talk about subordination. That is, if a company is wound up, senior debt lenders receive their money before most other lenders, and certainly before equity holders. Inherent in this concept, is that providers of debt are mostly concerned with risk. That’s absolutely true and is why debt covenants are so important. Lose focus, and you may find your financing called, which means you have to pay it all back immediately.
If I may talk somewhat facetiously, debt providers don’t like much in life (certainly not cute puppies, walks on the beach or the dulcet tones of jazz), but they absolutely love debt covenants. It gives them a chance to apply a tight grip to their customers’ proverbials. As disparaging as this may sound, debt providers are the source of much value for private equity firms (hello leveraged returns!). With that tight grip in mind (and of course the team’s carry), we need to do everything we can to maintain healthy reports and measures against these Machiavellian covenants.
There are three typical covenants used:
There are many other debt covenants in use around the world, but these three are typical in the US, EU and in Asia. Private equity firms, amongst other consumers of debt, report on these covenants quarterly, with a more detailed report expected upon the receipt of audited accounts.
Unlike personal loans, business loans are scrutinised heavily, usually on a monthly basis by banks. Why? Because the amounts are much larger and often the loan is only secured by cash flow.
So unlike a home mortgage, when a bank can repay by selling the house, if a business defaults on a loan, often the bank’s only recourse is to chase insolvency to sell down the assets as recompense. But if the loan is secured by business cash flows, then closing the business down will only further the problems by stopping those cash flows.
With this in mind, banks ask for regular reports from businesses so they can be forewarned of troubles. If anything looks awry, the bank will make their visits and requests for financials more frequent and potentially impose fines on the business before their last resort of enforcing a sell-down. The financial reports given to banks generally follow a template so they can be compared equally from period to period. This template is made up of what we called ‘debt covenants’. Each covenant is a contractual terms referring to a financial performance metric and the limits imposed.
For example, a debt covenant make involve a business’s cash flow to debt repayments. The bank wants to make sure the business generates enough cash flow to comfortably pay the prescribed loan repayments. So this is measured each month and monitored closely. There are many other debt covenants, all which are designed to indicate the relative health of the business to forewarn the bank of impending repayment problems.
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debt covenants are agreed as a activity of borrowing. They may be afflicted if debt is restructured. debt covenants can accredit absolutely abundant obligations