- Before
- Checked the workbook’s result each quarter, rarely the clause behind each add-back, and met the step-down when the quarter was already closing.
- Now
- “Show me the quarter we get tight, why, and what the agreement lets us do about it.” She accepts, edits or rejects each add-back beside the headroom line, with a reason code.
One quarter, from a projected breach to a signed certificate
Tuesday 3 November 2026. Kestrel & Vane Group has four credit agreements and eleven covenants. Its $2.75B Credit Agreement, agented by Halden Northern Bank, has a leverage limit that steps down next March. Here is the morning, screen by screen, as Priya Raman, the Group Treasurer, works through it with the agents.
- 01Tue 3 Nov · 08:30
A briefing, not a workbook
Priya Raman · Group TreasurerOvernight the agents closed Q3 under all four agreements and ran every covenant six quarters forward. Her morning opens on four numbers: 11 of 11 covenants in compliance at Q3, one projected breach (3.62x against 3.50x in Q1 ’27), four reporting duties in the next 30 days with one late, and four things that need her, one at a time. Below, what each agent did since Monday 07:00, every claim with its source.
“All eleven covenants hold today; one does not hold after its step-down yet. 4 things need you.”
- 02Open the headroom line
Next March the limit steps down. The forecast does not.
Projection agentNet leverage under §7.11(a) is drawn as a line: four quarters actual, six projected from the FP&A forecast of 2 Nov, against a limit that steps from 4.00x to 3.50x on 31 Mar 2027 and to 3.25x on 31 Dec 2027. Q3 ’26 is 3.48x. The forecast books $42.0M of plant consolidation costs to cost of sales across Q4 ’26 and Q1 ’27, taking four-quarter EBITDA to $682.0M against net debt of $2,468.8M. Beside the line, the agreement’s own definitions, with the words that matter highlighted.
“On 31 Mar 2027 the limit steps down to 3.50x. The forecast puts leverage at 3.62x: a breach, five months away.”
- 032 Nov, 21:52
The agreement already allows the fix, and a second agent agrees
Ratio calculator · Independent checkerThe projection agent asked whether any of the $42.0M can be added back. The ratio calculator answers yes: Amendment No. 2 put plant closures and consolidations next to restructuring charges in §1.01 (a)(vii)(B), for every test from 31 Dec 2026. The cap is used to $60.9M of $102.3M, leaving $41.4M, and Q1 ’27 moves from 3.62x to 3.41x, 0.09x of room. Without seeing that work, the independent checker rebuilds EBITDA from 41 ledger accounts and debt from the treasury system: 3.41x, difference 0.00x.
Checker: “One caution: asset write-downs ($11.9M) are inside the clause only if they relate to the closure; the ledger tags them to PCX-26.”
- 04One click
She reads the clause, not a summary of it
Priya Raman · Group TreasurerEvery number in the thread carries a citation. Priya opens the one on the clause: Amendment No. 2 §2.1(c), signed on 11 Feb 2026 by the Borrower, the Administrative Agent and the Required Lenders. The inserted words are highlighted, and Section 4 makes them apply to any period ending on or after 31 December 2026, so the Q1 ’27 test is covered. She can open it in the agreement or pin it to the evidence.
“(B) costs, charges and expenses relating to plant closures, plant consolidations and the relocation of production lines, including severance, lease termination and asset write-downs”
- 0508:31 · Accepted
Accepted with a reason code, and the agents move on
Priya Raman · Group TreasurerAccepting needs a reason code (AC-01, permitted by the agreement, clause cited) and a tick that she has read the cited clauses and the ledger extracts. It is signed as Priya and recorded in the audit trail. A minute later the projection agent re-runs six quarters. The tightest covenant is now the notes, 3.66x against 3.75x, because the Note Purchase Agreement’s EBITDA has no plant-closure add-back and caps restructuring at 10%. In the downside the credit agreement still reaches 3.58x, so a covenant-reset request is prepared and held as a draft.
“Nothing goes to the lenders unless you and Legal release it.”
- 06Behind the 3.48x
Every line of the bridge, with its clause and its account
Ratio calculatorThe Q3 calculation runs from Consolidated Net Income of $268.4M to Consolidated EBITDA of $709.4M in nine lines, each with its clause, ledger account, read confidence and the checker’s tick: restructuring of $18.9M under (a)(vii)(A) within the cap, Ardent transaction costs of $7.2M under (a)(viii) from GL 6870, less the $6.8M gain on the Tilbury warehouse. Tomás Ferreira confirmed the ledger close. The caps show what is used, and the run-rate savings add-back sits unused until the CFO certifies it.
“Checker agreed on 2 Nov 07:26 · difference 0.00x”
- 07She asks
A what-if, answered from the forecast drivers
Priya Raman · Projection agentProjections show every covenant in all four agreements six quarters ahead, beside the levers the agreements allow: the plant-closure add-back (accepted), $16.0M of run-rate savings under §1.01 (a)(ix) that the CFO must certify, and an early covenant reset from the Required Lenders, fee estimated at $2.75M–$6.9M. Priya types “What if steel costs rise 8%?”. The agent raises steel 8% from Q1 ’27, passes half on to customers and answers: 3.47x against 3.50x, still inside by 0.03x; the notes 3.72x against 3.75x. It adds the scenario as a tab.
Net more cash against debt: not allowed. “§1.01 ‘Consolidated Net Debt’ caps netted cash at $250M. Holding the $612M of cash changes nothing, so I do not propose it.”
- 08Deadlines
23 duties, and two that one event added
Reporting agent · Obligation watcherEvery duty in the four agreements is listed with its owner and the Business Day rule applied. Four fall in the next 30 days. The Brazil auditor’s limited-review letter is a day late with Rafael Moreira, reminded on 30 Oct and 2 Nov, and Priya can escalate it to João Lima, Finance Director Brazil, with Rafael staying the owner. The obligation watcher saw Ardent Coatings GmbH become a Material Subsidiary at Q3, at 6.1% of EBITDA against the 5% test: a guarantor joinder under §6.12 by Tue 15 Dec, then the notes’ guarantee under §9.7 by Thu 14 Jan, both with Ade Okonjo.
The obligation watcher never decides whether an event is a Default; Legal confirms.
- 09A lender asks
A cited reply to the agent bank, waiting for her
Lender communications agentOn 28 Oct Claire Ostrowski of Halden Northern Bank asked how the Ardent integration costs are treated in Consolidated EBITDA. The drafted reply says that only fees, costs and expenses of a Permitted Acquisition are added back under §1.01 (a)(viii): $7.2M for the four quarters, from ledger account 6870, project ARD-24. No other Ardent cost is added back, and net leverage is 3.48x against 4.00x. Priya can approve and send, edit or reject it.
“I did not mention the Q1 ’27 projection: it is not asked, and it is your call when to share it.”
- 1008:35 · Delivered
Approved, signed and delivered 13 days early
Priya Raman, Michael Grant and Lena HoffmannThe reporting agent drafted the Q3 certificate from the agreement’s Exhibit D: 3.48 to 1.00 against a maximum of 4.00, 6.80 against a minimum of 3.00, baskets at $142M of $250M and $96M of $150M, no Default, and Ardent disclosed as a new Material Subsidiary. The independent checker’s nine checks pass. Lena prepared it, Priya approves it at 08:33 and Michael Grant signs as Responsible Officer at 08:34. Lena uploads it to the agent’s portal at 08:35 and the reporting agent reads back receipt HNB-AGY-26-118734, 13 days before the deadline of Mon 16 Nov.
Sign-off: “nobody approves what they prepared.”