Credit ratios are the yardsticks lenders and sponsors use to judge how much debt a business can safely carry and whether it is staying within its covenants. Consolidated EBITDA, the denominator for many of those yardsticks, is not GAAP EBITDA. It is a contractual metric defined in the credit agreement. The restricted group refers to the legal entities bound by those covenants. Only their numbers count for covenant tests.
In leveraged deals, your model must follow the credit agreement, not the pitch deck and not GAAP. Covenant math is bespoke and issuer specific by design. Rating agency math is different. Use it for comparability and expected ratings, but never as a stand-in for covenant tests. Misclassification drives false compliance and can obscure real default risk.
Start With Definitions So Compliance Is Not Guesswork
The fastest way to break compliance is to compute ratios before locking definitions. Therefore, create a Credit Definitions tab that mirrors the document word for word. Map each defined term to a line in your model and a source to validate it on day one. Then use that tab as the single source of truth for every ratio in the model.
- Consolidated EBITDA: Copy the definition. List every add-back, the time window for cost savings and synergies, and any percentage caps. Note any frozen GAAP date that locks pre-change accounting.
- Consolidated Net Indebtedness: Spell out debt classes included, cash netting rules, letters of credit and surety treatment, purchase price payables, supply-chain finance, receivables facilities, and lease liabilities treatment.
- Consolidated Interest Expense: List inclusions and exclusions (cash interest, PIK, commitment fees, amortization of debt costs, capitalized interest, hedge settlements, fair value items).
- Fixed charges: Define which cash taxes, capex, and scheduled amortization count for fixed charge coverage.
- Pro forma basis: Document what you can give effect to (acquisitions, dispositions, refinancings, synergies) and look-forward windows.
This tab is the control. Do not compute outside its rules. Otherwise you risk covenant misreporting and a breach that your team fails to see in time.
Leverage Ratios That Drive Capacity and Pricing
Total Net Leverage: The default covenant lens
Total Net Leverage equals Total Net Debt divided by Consolidated EBITDA. Use principal balances, not fair value. Net debt nets only permitted cash, often capped and excluding restricted or trapped foreign balances. Over-netting makes headroom look bigger than it is. Build a precise cash classification so you do not double count balances that cannot be upstreamed.
Senior Secured and First Lien: Know the collateral stack
Senior Secured Net Leverage includes all secured debt. First Lien Net Leverage includes only first-priority secured debt. Confirm if hedges, letters of credit, or guarantees are included. Build a debt schedule with flags for first lien, second lien, unsecured, and other. Correct classification affects pricing, incurrence capacity, and incremental basket usage.
Gross Leverage: Useful for optics and select tests
Gross Leverage equals Total Debt divided by Consolidated EBITDA. This ratio shows up in marketing materials and some incurrence tests. Exclude holdco debt outside the restricted group unless the agreement drags it in via guarantees or deemed debt. Document the treatment to avoid mismatches at quarter end.
Practical build steps that eliminate rework
- Flag by tranche: Build the debt schedule by tranche with inclusion flags for total, secured, and first lien debt. Tie it to sources and uses and the pro forma cap table.
- Nettable cash: Compute permitted cash netting. Implement currency, jurisdiction, and lien restrictions. Exclude collateralized or restricted cash.
- LTM EBITDA: Calculate LTM Consolidated EBITDA. Start with restricted group GAAP results. Layer add-backs line by line, apply caps and time limits, and enforce frozen GAAP where required.
Coverage Ratios Without Traps
EBITDA and EBIT coverage: Pick the right denominator
EBITDA over Interest Coverage equals Consolidated EBITDA divided by Consolidated Interest Expense. Use the defined interest measure. Many documents exclude amortization of debt costs and non-cash hedge marks, include PIK in interest expense, and provide a separate cash interest view for budgeting. Some lenders and agencies prefer EBIT over Interest Coverage because it penalizes asset intensity. Keep both if optics or ratings matter.
FCCR and DSCR: Tailor to the document, not convention
FCCR (Fixed Charge Coverage Ratio) varies by document. A common form uses (EBITDA minus cash taxes and capex) divided by (cash interest plus scheduled principal). Check whether distributions, maintenance versus total capex, or cash rent are included. For ABLs, FCCR often springs when availability drops below a threshold. Model the trigger and compute FCCR only when active. DSCR appears in project finance and select private credit structures and should be used only if the document requires it.
Interest Mechanics and How to Avoid Circularity
Calculate interest from the debt schedule, not by goal seeking. For floating-rate tranches, pull forward curves or use base rates with floors. Apply margin ratchets tied to leverage. Include commitment fees on undrawn revolvers and delayed draws. For PIK tranches, accrue and roll into principal. Track three views throughout the model.
- GAAP interest: Show interest expense by tranche for financials.
- Cash interest: Track actual cash paid for liquidity planning and cash sweeps.
- Defined interest: Compute Consolidated Interest Expense per the agreement for covenant tests.
Avoid circularity by lagging leverage-based ratchets one quarter to reflect real-world resets. That breaks circular errors and stabilizes pricing calculations.
Constructing Consolidated EBITDA With Controls
The soft spot in many models is generous add-backs and synergies. Build a timestamped add-back register with description, start date, amount, and expiry. Apply the percentage cap mechanically and floor excess. Reconcile GAAP LTM to Consolidated EBITDA with a clear bridge and references to the definition. If third-party certification is required, include a toggle that zeroes uncertified synergies. This is where an earnings bridge helps stakeholders see the step-by-step adjustments.
Fresh angle: embed a covenant certificate generator. It should pull the period-end Consolidated metrics, list add-backs with certification status, and calculate headroom. When the document changes, select the definition version from a permit tree that switches caps, frozen GAAP dates, or add-back windows. This turns your model into a live compliance system rather than a spreadsheet of ratios.
Lease Accounting, Cash Netting, and Hybrids
IFRS 16 and ASC 842 moved leases on balance sheet, which changed EBITDA and debt in GAAP. Many credit packages use frozen GAAP or explicitly ignore post-change lease impacts in covenant math.
- EBITDA treatment: Covenant EBITDA may add back rent for leases treated as operating under frozen GAAP while excluding right-of-use impacts.
- Debt treatment: Covenant debt usually excludes lease liabilities recognized solely due to the new standards, unless the definition pulls in finance leases.
Cash netting drives net leverage. Exclude restricted cash, collateralized cash, and balances in foreign subs that cannot be upstreamed efficiently. Cap netting at a fixed amount or a greater-of basket tied to EBITDA. Exclude recent debt or asset sale proceeds unless promptly applied to repayment. Split cash into unrestricted domestic, unrestricted foreign, and restricted, and apply caps to avoid inflated headroom.
Hybrid instruments and JV debt require extra care. Rating agencies often treat mandatorily redeemable preferred as debt, but covenant packages may not. JV and non-recourse sub debt are often excluded unless guaranteed. If a JV sits in the restricted group, its EBITDA may count while its debt does not. Model restricted versus unrestricted and guarantee flags to avoid asymmetry.
Hedging, FX, and Pro Forma Rules
Defined interest often includes net swap settlements and excludes unrealized marks. Map hedge cash flows to cash interest for liquidity and to defined interest for covenants. If hedge breakage costs are capped or excluded, model that for downside cases where hedges terminate early.
Documents specify foreign currency translation. Common practice uses spot at test date for balance sheet items (debt) and period averages for income items (EBITDA). Some agreements fix rates at closing for incurrence. Replicate the rules and do not mix average EBITDA with period-end debt unless the definition says so.
Incurrence tests and baskets typically allow pro forma effect as if transactions happened at the start of the test period. Include acquired EBITDA plus permitted synergies, exclude sold EBITDA, reflect assumed or refinanced debt and fees, and honor certification requirements with toggles. If you are new to this build, review this overview of private credit covenants for framing.
Liquidity Gates and Springing Covenants
Revolvers and ABLs live on availability. Model the borrowing base, reserves, and availability thresholds that trigger springing FCCR or cash dominion. Private credit often adds minimum liquidity gates that block distributions or debt incurrence. Only compute springing ratios when the trigger hits. This avoids unnecessary constraints in forecast periods when the gate is off.
Illustrative Computation: A Quick Walk-Through
A sponsor plans a first lien term loan and a revolver. Pro forma at close: 900 million first lien term loan, 50 million drawn revolver, 150 million second lien. Cash netting equals the greater of 25 million or 40 percent of LTM EBITDA. LTM GAAP EBITDA is 220 million. Permitted add-backs of 20 million have an 18 month window and a 25 percent cap. The incurrence test requires First Lien Net Leverage less than or equal to 3.8x to add first lien debt.
- EBITDA: If the cap is 25 percent of GAAP EBITDA, the full 20 million fits. That sets Consolidated EBITDA at 240 million.
- Netting: Forty percent of 240 million is 96 million, which exceeds the 25 million floor. With 120 million of unrestricted cash, net 96 million.
- First lien net debt: First lien debt of 950 million minus 96 million nettable cash equals 854 million.
- Leverage result: First Lien Net Leverage of 854 divided by 240 equals 3.56x. Headroom is 0.24x.
Now stress it. Cut add-backs in half and cap netting at 60 million due to foreign trap rules. EBITDA drops to 230 million. First Lien Net Debt rises to 890 million. Leverage equals 3.87x and the test fails. That is the reason you build sensitivity cases early. Pair this with structured LBO cases and sensitivity tables to show the headroom path by quarter.
Common Pitfalls and Quick Fixes
- Using GAAP EBITDA: Always bridge GAAP to covenant with a dated add-back log and caps.
- Double-counting synergies: Tag add-backs to transactions and auto-expire them.
- Lease liability mistakes: Confirm frozen GAAP lease treatment and carry a separate ratings view.
- Over-netting cash: Classify by entity, jurisdiction, and restriction to avoid trapped balances.
- Interest composition errors: Separate GAAP interest from defined interest. Exclude amortization of debt costs when the document says so.
- Ignoring fees: Include commitment and LC fees. They hit defined and cash interest.
- Guarantee blind spots: Map guarantees and structured payables with counsel to avoid hidden debt.
- Missing certifications: Toggling uncertified items avoids surprises in officer certificates.
- Ratchet circularity: Lag one quarter to break circular references.
Ratings View vs Covenant View
Agencies standardize metrics. They capitalize leases, split hybrids, consider pensions, and compute lease-adjusted leverage and EBITDAR coverage. Keep a parallel ratings view in the model to anticipate rating outcomes and comps. Do not substitute it for covenant math. Clarity with lenders improves if you present both views side by side and explain the differences.
Taxes and Cash Flow Nuances That Hit FCCR
Compute cash taxes from taxable income after interest limitations and NOL usage, not GAAP tax expense. Interest disallowance raises cash taxes and depresses FCCR. Capitalized interest does not hit cash interest but may sit in defined interest if the document says so. For capex, many FCCRs use total capex. Track maintenance versus growth so you can pivot if the definition only includes maintenance.
Governance, Timing, and Implementation
These ratios decide capacity and default risk. Set controls that make the math audit ready and repeatable. As a practical workflow, anchor everything to an auditable three-statement model and a versioned definitions tab.
- Week 0-1: Ingest documents, build definitions and debt templates, flag open issues (pro forma rules, add-back caps, lease treatment).
- Week 2: Populate LTM GAAP EBITDA, mark restricted vs unrestricted subs, map accessible cash, and stand up the add-back log.
- Week 3: Implement rate curves, floors, and ratchets. Compute coverage and leverage. Build incurrence calculators for incremental debt and liens.
- Week 4: Validate and run downside cases. Pull uncertified add-backs, cut nettable cash, and activate springing tests.
Fresh angle: auto-generate officer certificates and covenant compliance packs with footnoted definitions and variance explainers. Attach a data lineage that traces each covenant input to its source schedule. Then store the pack with e-signed approvals to create an immutable audit trail.
Kill Tests for Screening Before You Spend Legal Fees
- First lien cushion: If first lien net leverage at close plus committed incremental exceeds the incurrence limit by more than a modest cushion on base EBITDA without add-backs, the structure is thin.
- FCCR floor: If FCCR dips below 1.2x in a flat revenue case with normalized capex and cash taxes, liquidity is tight before stress.
- Cash access: If compliance depends on netting foreign or collateralized cash, assume zero netting and rerun. Trapped cash breaks headroom math.
- EBITDA resilience: If EBITDA turns negative after removing add-backs or adjusting for leases, shift focus to liquidity and ABL mechanics. Leverage and coverage lose meaning.
What to Show the Investment Committee
- Definition-true metrics: Covenant ratios per the latest draft or executed definitions with a clean GAAP-to-covenant bridge, add-backs, caps, and expiries.
- Headroom path: Headroom by quarter through the hold period for maintenance and springing covenants, plus key downside cases.
- Incurrence capacity: Incremental debt and lien capacity, in dollars and EBITDA turns, with the gating tests and certificates needed.
- Ratings view: Ratings-style metrics if rating outcome affects financing or exit.
- Liquidity bridge: Revolver availability, springing triggers, and minimum liquidity across the forecast. If you need a refresher on staging interest and amortization, this primer on debt scheduling can help.
Summary Checklist
- Lock definitions: Create a “Consolidated” metric set that mirrors the document.
- View separation: Keep GAAP, covenant, cash, and ratings views distinct.
- Add-back control: Timestamp add-backs and enforce caps. Auto-expire them.
- Cash netting: Apply entity and jurisdiction flags and caps to prevent over-netting.
- Lease split: Break out frozen GAAP and IFRS or ASC views.
- Ratchets and fees: Lag ratchets one quarter. Include commitment and hedge fees.
- FX and seasonality: Run sensitivities per the agreement and ensure TTM logic rolls correctly.
- Quarterly outputs: Produce headroom and incurrence capacity each quarter. Add springing logic.
- Audit trail: Maintain an approval log for ratio inputs and certificates with counsel sign-off.
Close-Out and Records
Archive all model versions, inputs, add-back logs, certifications, and Q&A with lenders and counsel. Index them and preserve immutable audit logs. Hash final packages for integrity. Set retention that matches the credit agreement and internal policy. On vendor systems, require deletion and a destruction certificate when the period ends. Legal holds override deletion.
Key Takeaway
Credit ratios only have meaning if they use the right definitions, include the right entities, and follow the covenant document precisely. Build a definition-true model, automate your compliance pack, and test headroom under realistic constraints. That combination reduces negotiation risk at close and prevents avoidable defaults over the hold period.