Home / Course catalog / Covenants for Beginners (FLT-CB)

Foundations

Covenants for Beginners (FLT-CB)


Description
The Covenants for Beginners course is designed to provide participants with a clear, practical introduction to covenants in leveraged finance, starting from first principles and requiring no prior legal or documentation experience. The course explains what covenants are, why they exist, and what the parties on each side of a transaction are trying to achieve.

Participants will work through the full architecture of a covenant package, covering capital structure and credit support, the debt and liens covenants, restricted payments, asset sales, economic terms and change of control, and the reporting, default, and amendment provisions that govern the relationship over the life of a deal. The distinction between maintenance and incurrence covenants is addressed throughout, along with the different types of baskets and how each creates flexibility for the borrower.

Every module pairs the concepts with the documents themselves. Clause Labs put real covenant language in front of participants and walk through how to read it, while step-by-step modules provide a repeatable process for analyzing each covenant rather than a set of facts to memorize. Chapter quizzes run throughout, and a final exam covers the full course.

By the end of the course, participants will be able to read a covenant package with confidence, identify the restricted group, understand what a borrower can and cannot do, recognize where flexibility has been built in, and ask the right questions about a transaction. They'll have the vocabulary to engage with lawyers and senior colleagues on equal terms, and a framework that continues to build with every document they see.

Starting Date: CPD Accredited: No

Content
  • Foundations
  • Goals of this Course and How Will We Achieve This
  • The Landscape of the “Leveraged Finance Market”
  • Who are the parties?
  • Goals of the Parties
  • Deal Process & Timeline: Leveraged Loans and High Yield Bonds (clone)
  • What Are Covenants?
  • The Purpose of Covenants
  • Maintenance vs. Incurrence Covenants / “Cov-Lite”
  • Different Types of Baskets
  • Foundations Quiz
  • Capital Structure & Credit Support
  • Why Analyze the Capital Structure?
  • What is the Cap Stack?
  • Analyzing the Structure Chart
  • Case Study: Analyzing the Structure Chart and Guarantor Coverage
  • Clause Lab: Analyzing the Structure Chart
  • Why Does Credit Support Matter?
  • Clause Lab: Guarantor Coverage
  • Subordination
  • Credit Support: Analysis Between the US and Europe / Intercreditor Agreement
  • Step-by-Step: How to Analyze Capital Structure & Credit Support
  • How Are They Different? Capital Structure & Credit Support HYB vs. BSL vs. PD
  • Capital Structure & Credit Support Quiz
  • Debt & Liens
  • Why Analyze the Debt and Liens Covenants
  • Debt Covenant: How it works
  • Debt Covenant: Key Risks
  • Ratio Debt Basket
  • Case Study: Ratio Debt Basket
  • Clause Lab: Ratio Debt Basket
  • Permitted Debt Baskets
  • How Are They Different? Debt HYB vs. BSL vs. PD
  • Liens Covenant: How it Works and Key Risks
  • Clause Lab: Permitted Collateral Liens Case Study
  • Step-by-Step How to Analyze Secured Debt Capacity
  • How Are They Different? Liens HYB vs. BSL vs. PD
  • Debt & Liens Quiz
  • Restricted Payments & Asset Sales
  • Why Analyze the Restricted Payments & Asset Sales Covenants?
  • Restricted Payments Covenant: How it Works
  • Restricted Payments Covenant and "The Box"
  • Definition of “Restricted Payment”
  • Case study: Definition of Restricted Paymen
  • Clause Lab: Definition of Restricted Payment
  • Step-by-Step: How to Analyze Restricted Payments Capacity
  • How Are They Different? Restricted Payments HYB vs. BSL vs. PD
  • Asset Sales Covenant: How it Works
  • Application of Proceeds Provision
  • Case Study: Application of Proceeds
  • Clause Lab: Application of Proceeds
  • Step-by-Step: How to Analyze the Asset Sales Covenant
  • How Are They Different? Asset Sales HYB vs. BSL vs. PD
  • Restricted Payments & Asset Sales Quiz
  • Economic Terms, Sweetheart Deals & Changes of Ownership
  • Why Analyze These Terms?
  • Pricing & Call Protection: HYBs vs LLs
  • Change of Control
  • Portability
  • Case Study: Portability
  • Clause Lab: Portability
  • Step-by-Step: Analyzing the Change of Control Covenant
  • Transfers: HYBs vs. LLs
  • Economic Terms, Sweetheart Deals & Changes of Ownership Quiz
  • ESG & Sustainability-Linked Transactions
  • ESG: What is it?
  • Sustainability-Linked High Yield Bonds
  • ESG Margin Ratchets in Leveraged Loans
  • ESG & Sustainability-Linked Transaction Quiz
  • Reports, Defaults, Amendments & Waivers
  • Reports: Overview
  • Defaults: Overview
  • Case Study: HYB Defaults
  • Clause Lab: Default - HYB
  • Amendments & Waivers: HYB
  • Reports, Defaults, Amendments & Waivers Quiz
Completion rules
  • All units must be completed
  • Leads to a certificate with a duration: Forever