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1. Foundations

Covenants for Journalists (FLT-CJ)


Description

The Covenants for Journalists course gives credit journalists a clear, practical grounding in leveraged finance covenants, starting from first principles and assuming no legal or documentation background. The course explains what covenants are, why they exist, and what the parties on each side of a transaction are trying to achieve - and what each of those things means for the person covering the deal.


Participants work through the full architecture of a covenant package: capital structure and credit support, the debt and liens covenants and the calculation mechanics behind them, restricted payments and asset sales, economic terms, sweetheart deals and changes of ownership, ESG and sustainability-linked terms, and the reports, defaults, amendments and waivers 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 section pairs the concepts with the job. Video lessons teach the mechanics, and each section closes with a Newsroom exercise: a colleague's draft on screen with the operative covenant language beside it, where participants mark what the documents don't support, choose the quotation that runs, decide what can be printed unattributed, and pick the question that gets a usable answer from a source. The exercises follow one deal through the whole course, so what's learned in each section compounds in the next, and a final exam covers the full course.


By the end, participants will be able to read a covenant package with confidence, identify the restricted group, understand what a borrower can and cannot do, and recognize where flexibility has been built in - then turn that reading into coverage: claims checked against the documents, quotes that survive scrutiny, and sharper questions for the people on the other end of the phone. They'll have the vocabulary to engage lawyers, bankers and investors on equal terms, and a framework that builds with every document they see.

Starting Date: CPD Accredited: No

Content
  • Newsroom: Merlin's Transaction
  • 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
  • Newsroom: Foundations
  • 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
  • Newsroom: Capital Structure & Credit Support
  • 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
  • Newsroom: Debt & Liens
  • Debt & Liens Quiz
  • Calculation Mechanics
  • Why Analyze Calculation Mechanics?
  • Covenant Calculations: Disclaimers
  • Covenant Calculations: Which line items?
  • Calculating Covenant Capacity Step-by-Step
  • Step 3: Which Numbers Are We Using? EBITDA
  • Case Study: Which Numbers Are We Using? - EBITDA - BSL
  • Newsroom: Calculation Mechanics
  • Calculation Mechanics 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
  • Newsroom: Restricted Payments & Asset Sales
  • 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
  • Newsroom: Economic Terms et al.
  • 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
  • Newsroom: ESG & Sustainability-Linked Transactions
  • ESG & Sustainability-Linked Transaction Quiz
  • Reports, Defaults, Amendments & Waivers
  • Reports: Overview
  • Defaults: Overview
  • Case Study: HYB Defaults
  • Clause Lab: Default - HYB
  • Amendments & Waivers: HYB
  • Newsroom: Reports et al.
  • Reports, Defaults, Amendments & Waivers Quiz
  • Final Exam
Completion rules
  • All units must be completed