How close are we to breach?
3.76× vs < 4.00×
0.0×1.0×2.0×4.00×
6% cushion · breach at +$0.07B debt or −6% EBITDA
§ I
Executive Summary All three maintenance-equivalent covenants are running with meaningful cushion.
| Covenant | Headline | Current | Threshold | Cushion | Status |
|---|---|---|---|---|---|
| Debt Incurrence § 4.09 |
6% cushion to the leverage ceiling | 3.76× | < 4.00× | 6% | Warning |
| Permitted Liens § 4.12 |
2 computable · Plus 18 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns. | $202M | cap | — | In Compliance |
| Restricted Payments § 4.07 |
Builder basket + qualitative RP carve-outs | $0M | gross cap | — | In Compliance |
Running at 3.76x against a 4.00x ceiling, with ~6% cushion. $0.07B additional debt OR 6% EBITDA drop triggers breach. Covenant Quality scored 3.0/5 (debt 4, liens 1, RPs 3).
§ 4.09
Debt Incurrence Limitation on Indebtedness
Definitional caveat
Indebtedness per the indenture is broader than company-reported debt (includes Disqualified Stock, Attributable Indebtedness, guarantees, hedging, securitization). Consolidated EBITDA per §1.01 may differ from reported or "adjusted" EBITDA — see the build-up above. True covenant leverage can shift modestly when reconciled to defined terms.
Effective Headroom
$0.57 B
$66MRatio headroom
+
$504MComputable baskets
=
$570MTotal capacity
Ratio Tests § 4.09(a)
| Test | Current | Threshold | Cushion | Capacity gauge | Status |
|---|---|---|---|---|---|
| Net Leverage Ratio
§ Limitation on Indebtedness (1) [4](1) the Net Leverage Ratio for Auna and the Restricted Subsidiaries on a consolidated basis is less than (i) 4:00 to 1:00, if such Incurrence of Indebtedness occurs before the first anniversary of the Issue Date; |
3.76× | < 4.00× | 6% | Warning | |
| Interest Coverage Ratio
§ Limitation on Indebtedness (2) [5](2) the Interest Coverage Ratio for Auna and the Restricted Subsidiaries on a consolidated basis is at least (i) 1.75 to 1.00, if such Incurrence of Indebtedness occurs on or before September 30, 2026; |
1.86× | >= 1.75× | 6% | Warning |
Permitted Baskets — Computable § 4.09(b) · 5 dollar-quantified
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (12) | Capital expenditures and property financing | $121M | the greater of US$120.0 million or 6.0% of Total Assets at any time outstanding |
$121M cap |
Limitation on Indebtedness (12) [6](12) Indebtedness (including Capitalized Lease Obligations) of any of the Co-Issuers or a Restricted Subsidiary Incurred to finance the purchase, lease, construction or improvement of any property, plant or equipment used or to be used in the business of such Co-Issuers or such Restricted Subsidiary through the direct purchase of such property, plant or equipment, and any Indebtedness of a Restricted Subsidiary which serves to refund or refinance any Indebtedness Incurred pursuant to this clause (12), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, will not exceed the greater of US$120.0 million or 6.0% of Total Assets at any time outstanding; |
| (13) | Permitted Joint Venture Investments financing | $61M | the greater of US$50.0 million or 3.0% of Total Assets at any time outstanding |
$61M cap |
Limitation on Indebtedness (13) [7](13) Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred to finance any Permitted Joint Venture Investments in an aggregate amount not to exceed the greater of US$50.0 million or 3.0% of Total Assets at any time outstanding; |
| (14) | Short-term Indebtedness for working capital | $101M | the greater of US$90.0 million or 5.0% of Total Assets at any time outstanding |
$101M cap |
Limitation on Indebtedness (14) [8](14) short-term Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred under a Debt Facility in the ordinary course of business, for working capital purposes and in an aggregate amount not to exceed the greater of US$90.0 million or 5.0% of Total Assets at any time outstanding; |
| (15) | Permitted Peruvian Project financing | $150M | None |
$150M cap |
Limitation on Indebtedness (15) [9](15) Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred to finance any Permitted Peruvian Project in an aggregate principal amount not to exceed, individually or in the aggregate, US$150.0 million at any time outstanding; |
| (17) | General Indebtedness Basket | $71M | the greater of US$70.0 million or 3.5% of Total Assets at any time outstanding |
$71M cap |
Limitation on Indebtedness (17) [10](17) in addition to the items referred to in clauses (1) through (16) above, Indebtedness of any of the Co-Issuers and the Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (17) and then outstanding, will not exceed the greater of US$70.0 million or 3.5% of Total Assets at any time outstanding. |
| Σ Computable basket capacity | $504M | sum of 5 dollar-quantified clauses | |||
Plus 12 qualitative baskets (unlimited / existing / refinancing / ratio-test) — not dollar-quantified here.
§ 4.12
Permitted Liens Limitation on Liens
Permitted Baskets — Computable
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (17) | Liens securing Indebtedness for working capital | $45M | None |
$45M cap |
Permitted Liens (17) [11](17) Liens securing Indebtedness Incurred under clause (14) of the covenant described in “––Certain Covenants—Limitation on Indebtedness” in an aggregate principal amount outstanding at any one time not to exceed US$45.0 million; |
| (20) | General Liens Basket | $202M | the greater of US$100.0 million or 10.0% of Total Assets |
$202M cap |
Permitted Liens (20) [12](20) Liens securing other Indebtedness (other than Subordinated Obligations and Guarantor Subordinated Obligations) in an aggregate principal amount outstanding at any one time not to exceed the greater of US$100.0 million or 10.0% of Total Assets. |
Plus 18 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns.
§ 4.07
Restricted Payments Limitation on Restricted Payments
Permitted Baskets — Computable
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (7) | Repurchase of employee/management equity | $4M | US$4.0 million in the aggregate during any calendar year and US$7.0 million in the aggregate since the Issue Date |
$4M |
Limitation on Restricted Payments (b)(7) [13]provided, further, that such redemptions or repurchases pursuant to this clause (7) will not exceed (i) US$4.0 million in the aggregate during any calendar year and (ii) US$7.0 million in the aggregate since the Issue Date; |
| (9) | General RP Basket | $40M | None |
$40M |
Limitation on Restricted Payments (b)(9) [14](9) other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (9), not to exceed US$40.0 million in the aggregate since the Issue Date; and |
Builder Basket § 4.07(a)(C) · cumulative capacity since Issue Date
Total gross capacity
$0M
Ratio-Conditional Gates unlimited if gate is open
Clause (10) · Ratio-based RP Basket
the Net Leverage Ratio is less than 2.5 to 1.0 at the time such Restricted Payment is made and after giving pro forma effect thereto
<= 0.00× gate
Not Tested
§ III
Pro Forma Scenarios Leverage ratio under joint EBITDA × debt shocks. Green = open, amber = tight, red = warn/breach.
| EBITDA ↓ / Debt → | Base | +25% debt +$257M |
+50% debt +$513M |
+100% debt +$1027M |
+190% debt +$1951M |
|---|---|---|---|---|---|
| Base EBITDA $273.2M |
3.76×6% cushion | 4.70×BREACH | 5.64×BREACH | 7.52×BREACH | 10.90×BREACH |
| −10% EBITDA $245.9M |
4.18×BREACH | 5.22×BREACH | 6.26×BREACH | 8.35×BREACH | 12.11×BREACH |
| −20% EBITDA $218.6M |
4.70×BREACH | 5.87×BREACH | 7.05×BREACH | 9.40×BREACH | 13.62×BREACH |
| −50% EBITDA $136.6M |
7.52×BREACH | 9.40×BREACH | 11.28×BREACH | 15.03×BREACH | 21.80×BREACH |
| −80% EBITDA $54.6M |
18.79×BREACH | 23.49×BREACH | 28.19×BREACH | 37.58×BREACH | 54.50×BREACH |
Open · ≥30% cushion
Tight · 15–30%
Warn · 0–15%
Breach
EBITDA gets us first. Solo EBITDA shock of −6% trips leverage; solo debt shock requires +$70M.
§ IV
Sources & Verbatim Citations Every computed figure traces to a specific clause and page in the source indenture.
SOURCE auna_2032_offering_memorandum.pdf
EXTRACTED 2026-04-23 10:43 UTC
- Limitation on Restricted Payments · p. 82(i) 50% of Consolidated Net Income for the period (treated as one accounting period) from January 1, 2024 to the end of the Latest Completed Quarter ending prior to the date of such Restricted Payment (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); plus
- Limitation on Restricted Payments · p. 83(ii) 100% of the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities or other property received by Auna from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to Issue Date, other than:
- Limitation on Restricted Payments · p. 82(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would not exceed the sum of (without duplication): (i) 50% of Consolidated Net Income for the period (treated as one accounting period) from January 1, 2024 to the end of the Latest Completed Quarter ending prior to the date of such Restricted Payment...
- Limitation on Indebtedness · p. 78(1) the Net Leverage Ratio for Auna and the Restricted Subsidiaries on a consolidated basis is less than (i) 4:00 to 1:00, if such Incurrence of Indebtedness occurs before the first anniversary of the Issue Date;
- Limitation on Indebtedness · p. 78(2) the Interest Coverage Ratio for Auna and the Restricted Subsidiaries on a consolidated basis is at least (i) 1.75 to 1.00, if such Incurrence of Indebtedness occurs on or before September 30, 2026;
- Limitation on Indebtedness · p. 80(12) Indebtedness (including Capitalized Lease Obligations) of any of the Co-Issuers or a Restricted Subsidiary Incurred to finance the purchase, lease, construction or improvement of any property, plant or equipment used or to be used in the business of such Co-Issuers or such Restricted Subsidiary through the direct purchase of such property, plant or equipment, and any Indebtedness of a Restricted Subsidiary which serves to refund or refinance any Indebtedness Incurred pursuant to this clause (12), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, will not exceed the greater of US$120.0 million or 6.0% of Total Assets at any time outstanding;
- Limitation on Indebtedness · p. 80(13) Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred to finance any Permitted Joint Venture Investments in an aggregate amount not to exceed the greater of US$50.0 million or 3.0% of Total Assets at any time outstanding;
- Limitation on Indebtedness · p. 80(14) short-term Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred under a Debt Facility in the ordinary course of business, for working capital purposes and in an aggregate amount not to exceed the greater of US$90.0 million or 5.0% of Total Assets at any time outstanding;
- Limitation on Indebtedness · p. 80(15) Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred to finance any Permitted Peruvian Project in an aggregate principal amount not to exceed, individually or in the aggregate, US$150.0 million at any time outstanding;
- Limitation on Indebtedness · p. 81(17) in addition to the items referred to in clauses (1) through (16) above, Indebtedness of any of the Co-Issuers and the Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (17) and then outstanding, will not exceed the greater of US$70.0 million or 3.5% of Total Assets at any time outstanding.
- Permitted Liens · p. 120(17) Liens securing Indebtedness Incurred under clause (14) of the covenant described in “––Certain Covenants—Limitation on Indebtedness” in an aggregate principal amount outstanding at any one time not to exceed US$45.0 million;
- Permitted Liens · p. 120(20) Liens securing other Indebtedness (other than Subordinated Obligations and Guarantor Subordinated Obligations) in an aggregate principal amount outstanding at any one time not to exceed the greater of US$100.0 million or 10.0% of Total Assets.
- (7) · p. 84provided, further, that such redemptions or repurchases pursuant to this clause (7) will not exceed (i) US$4.0 million in the aggregate during any calendar year and (ii) US$7.0 million in the aggregate since the Issue Date;
- (9) · p. 84(9) other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (9), not to exceed US$40.0 million in the aggregate since the Issue Date; and
- (10) · p. 84(10) any other Restricted Payment, provided that the Net Leverage Ratio is less than 2.5 to 1.0 at the time such Restricted Payment is made and after giving pro forma effect thereto;