| Investments – Unrestricted Subsidiaries · Negative Covenant | Investments in Unrestricted Subsidiaries permitted up to the greater of $150,000,000 and 16.1% of Consolidated EBITDA | market 16.1% vs negative covenant median 20% (n=79) | source ↗ |
| Asset Sales – Third-Party Cash Consideration Requirement · Negative Covenant | For dispositions exceeding the greater of $300,000,000 and 33.0% of Consolidated EBITDA, at least 75% of consideration must be in cash or Permitted Investments | loose 33% vs negative covenant median 20% (n=79) | source ↗ |
| Equity Cure Right · Maintenance | Borrower or any Parent Entity may issue equity or receive cash contributions to cure a Financial Performance Covenant breach; cure available up to 5 times over the life of the agreement, with at least 2 quarters out of every 4 not using the cure; cure amount limited to the amount needed to achieve compliance | | source ↗ |
| Financial Reporting – Annual · Affirmative Covenant | Audited consolidated financial statements delivered within 120 days after end of each fiscal year | | source ↗ |
| Compliance Certificate · Affirmative Covenant | Certificate of Financial Officer delivered within 5 Business Days after annual or quarterly financial statements certifying no Default and setting forth First Lien Leverage Ratio | | source ↗ |
| Negative Pledge · Negative Covenant | Borrower and Restricted Subsidiaries may not enter into agreements that prohibit the creation of Liens on their properties in favor of the Secured Parties, subject to customary exceptions | | source ↗ |
| Financial Covenant – First Lien Leverage Ratio · Maintenance | First Lien Leverage Ratio shall not exceed 4.50 to 1.00 as of the last day of any Test Period (only applicable when Revolving Loans, Swingline Loans and Letters of Credit outstanding exceed 35% of the Revolving Credit Facility) | loose 4.5x vs leverage median 4x (n=99) | source ↗ |
| Mandatory Prepayment – Asset Sale Proceeds · Mandatory Prepayment | Net proceeds from asset dispositions trigger mandatory prepayment at 100%, 50% or 0% depending on First Lien Leverage Ratio (>2.40x: 100%; >1.90x but ≤2.40x: 50%; ≤1.90x: 0%); 450-day reinvestment right available | tight 2.4x vs mandatory prepayment median 3x (n=24) | source ↗ |
| Restricted Payments – Management Repurchase Basket · Negative Covenant | Equity repurchases from employees/directors capped at the greater of $25,000,000 and 2.7% of Consolidated EBITDA per fiscal year (with carryover) | tight 2.7% vs basket median 20% (n=122) | source ↗ |
| Liens – General Basket · Negative Covenant | Other liens permitted up to the greater of $180,000,000 and 19.3% of Consolidated EBITDA | market 19.3% vs basket median 20% (n=122) | source ↗ |
| Investments – Similar Business Basket · Negative Covenant | Investments in Similar Businesses permitted up to the greater of $300,000,000 and 33.0% of Consolidated EBITDA | market 33% vs basket median 20% (n=122) | source ↗ |
| Restricted Payments – General Basket · Negative Covenant | Additional restricted payments permitted up to the greater of $300,000,000 and 33.0% of Consolidated EBITDA (no Event of Default), plus Available Amount and Available Equity Amount | market 33% vs basket median 20% (n=122) | source ↗ |
| Investments – General Basket · Negative Covenant | Investments permitted up to the greater of $300,000,000 and 33.0% of Consolidated EBITDA plus Available Amount and Available Equity Amount | market 33% vs basket median 20% (n=122) | source ↗ |
| Indebtedness – General Basket · Negative Covenant | Additional indebtedness permitted up to the greater of $350,000,000 and 38.7% of Consolidated EBITDA (for the most recently ended Test Period) | loose 38.7% vs basket median 20% (n=122) | source ↗ |
| Indebtedness – Capital Expenditure / Financing Lease Basket · Negative Covenant | CapEx-related indebtedness permitted up to the greater of $180,000,000 and 19.3% of Consolidated EBITDA | market 19.3% vs basket median 20% (n=122) | source ↗ |
| Indebtedness – Ratio-Based (First Lien Pari Passu) · Negative Covenant | Indebtedness secured on a pari passu first lien basis permitted if First Lien Leverage Ratio does not exceed 4.25:1.00 after giving pro forma effect | market 4.25x vs negative covenant median 4x (n=26) | source ↗ |
| Indebtedness – Ratio-Based (Secured Junior Lien) · Negative Covenant | Indebtedness secured on a junior lien basis permitted if Secured Leverage Ratio does not exceed 5.50:1.00 after giving pro forma effect | loose 5.5x vs negative covenant median 4x (n=26) | source ↗ |
| Repricing Protection – Term B-4 Loans · Prepayment Premium | 1.00% prepayment premium on Term B-4 Loans prepaid or amended in a Repricing Transaction within 6 months after the Fourth Amendment Effective Date | market 1% vs prepayment premium median 1% (n=12) | source ↗ |
