Covenant Book
Deterministic · 10 citations
NCB FINANCIAL GROUP 11% 2030 · UNCONSOLIDATED BASIS · Indenture dated July 31, 2025 · As-of 2025-03-31 · Generated 2026-04-23 09:29 UTC

NCB Financial Group 11% 2030 US$225M 11.000% Senior Secured Notes Due 2030

How close are we to breach?
4.32× vs <= 4.75×
0.0×1.0×2.0×4.75×
9% cushion · breach at +$0.06B debt or −9% EBITDA
Where's the capacity?
$0.08 B
$65M ratio $17M baskets
Breaks if …
EBITDA falls 9%
or
Debt grows by +$60M
Covenant quality
2.8 / 5
median HY
Pro-forma Indebtedness (covenant basis)
Face Indebtedness $669.0M
less intercompany debt −$55.0M
less escrow paydown −$173.5M
Pro-forma Indebtedness(used in covenant ratios) $440.5M
Pro-forma basis applied per §1.01 Indebtedness exclusions and at-issue escrow structure
§ I

Executive Summary All three maintenance-equivalent covenants are running with meaningful cushion.

3 covenants · 0 breaches · 0 warnings
Covenant Headline Current Threshold Cushion Status
Debt Incurrence
§ 4.09
 9% cushion to the leverage ceiling 4.32× <= 4.75× 9% Warning
Permitted Liens
§ 4.12
 1 computable · Plus 12 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns. $17M cap — In Compliance
Restricted Payments
§ 4.07
 Builder basket + qualitative RP carve-outs $0M gross cap — In Compliance
Running at 4.32x against a 4.75x ceiling, with ~9% cushion. $0.06B additional debt OR 9% EBITDA drop triggers breach. Covenant Quality scored 2.8/5 (debt 3, liens 2, RPs 3).
§ 4.09

Debt Incurrence Limitation on Indebtedness

Warning 1 computable baskets
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 $0.08 B
$65MRatio headroom
+
$17MComputable baskets
=
$82MTotal capacity
Ratio Tests § 4.09(a)
Test Current Threshold Cushion Capacity gauge Status
Interest Coverage Ratio Test
§ Covenants - Limitation on Incurrence of Additional Indebtedness (2) [4]§ Covenants - Limitation on Incurrence of Additional Indebtedness (2)(2) the Issuer’s Interest Coverage Ratio is no less than 2.00 to 1.00;
 2.29× >= 2.00× 13%
Warning
Leverage Ratio Test (<= 4.75, stepping down to 4.00)
§ Covenants - Limitation on Incurrence of Additional Indebtedness (3) [5]§ Covenants - Limitation on Incurrence of Additional Indebtedness (3)(i) 4.75 to 1.00 from the Issue Date to the second anniversary of the Issue Date;
 4.32× <= 4.75× 9%
Warning
Debt to Equity Ratio Test
§ Covenants - Limitation on Incurrence of Additional Indebtedness (4) [6]§ Covenants - Limitation on Incurrence of Additional Indebtedness (4)(4) the Issuer’s Debt to Equity Ratio is no greater than 60%; and
 0.57× <= 0.60× 5%
Warning
Permitted Baskets — Computable § 4.09(b) · 1 dollar-quantified
Clause Basket Resolved Cap Formula Capacity Section
(15) General Indebtedness Basket $17M the greater of U.S.$15.0 million and 1.0% of Issuer Total Assets at such time
$17M cap
 Permitted Indebtedness (15) [8]§ Permitted Indebtedness (15)(15) the Incurrence of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at the time of such Incurrence not to exceed the greater of U.S.$15.0 million and 1.0% of Issuer Total Assets at such time.
Σ Computable basket capacity $17M sum of 1 dollar-quantified clauses
Plus 14 qualitative baskets (unlimited / existing / refinancing / ratio-test) — not dollar-quantified here.
§ 4.12

Permitted Liens Limitation on Liens

In Compliance 1 computable
Permitted Baskets — Computable
Clause Basket Resolved Cap Formula Capacity Section
(13) General Lien Basket $17M the greater of U.S.$10.0 million and 1.0% of Issuer Total Assets
$17M cap
 Permitted Lien (13) [9]Permitted Lien (13)(13) Liens not otherwise permitted hereby; provided that the aggregate principal amount of Indebtedness secured by such Liens shall not exceed the greater of U.S.$10.0 million and 1.0% of Issuer Total Assets;
Plus 12 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns.
§ 4.07

Restricted Payments Limitation on Restricted Payments

In Compliance 1 computable
Permitted Baskets — Computable
Clause Basket Resolved Cap Formula Capacity Section
(7) General RP Basket $10M the greater of U.S.$10.0 million and 1.0% of the Issuer’s unconsolidated total equity at such time
$10M
 Permitted Payment (7) [10]§ Permitted Payment (7)(7) if no Default or Event of Default will have occurred and be continuing, Restricted Payments in an aggregate amount not to exceed in any fiscal year of the Issuer the greater of U.S.$10.0 million and 1.0% of the Issuer’s unconsolidated total equity at such time; and
Builder Basket § 4.07(a)(C) · cumulative capacity since Issue Date
Total gross capacity $0M
§ IV

Sources & Verbatim Citations Every computed figure traces to a specific clause and page in the source indenture.

10 citations · 1 source PDF
SOURCE   ncb_financial_group_2030_offering_memorandum.pdf EXTRACTED   2026-04-23 09:29 UTC
  1. — · p. 212
    (i) 50% of the Issuer’s unconsolidated net profit for the period (treated as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurred to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are available (or, in case such net profit is a loss, minus 100% of such loss); plus
  2. — · p. 212
    (ii) 100% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by the Issuer from the issue or sale of its Capital Stock (other than Disqualified Capital Stock) or other capital contributions subsequent to the Issue Date, other than:
  3. — · p. 212
    (i) 50% of the Issuer’s unconsolidated net profit for the period (treated as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurred to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are available (or, in case such net profit is a loss, minus 100% of such loss); plus
  4. Limitation on Incurrence of Additional Indebtedness · p. 208
    (2) the Issuer’s Interest Coverage Ratio is no less than 2.00 to 1.00;
  5. Limitation on Incurrence of Additional Indebtedness · p. 209
    (i) 4.75 to 1.00 from the Issue Date to the second anniversary of the Issue Date;
  6. Limitation on Incurrence of Additional Indebtedness · p. 209
    (4) the Issuer’s Debt to Equity Ratio is no greater than 60%; and
  7. Permitted Indebtedness · p. 210
    (13) Indebtedness of the Issuer or any of its Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed two times the aggregate net cash proceeds received by the Issuer after the Issue Date from the issuance of Qualified Capital Stock of the Issuer or any contribution to its common equity;
  8. Permitted Indebtedness · p. 210
    (15) the Incurrence of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at the time of such Incurrence not to exceed the greater of U.S.$15.0 million and 1.0% of Issuer Total Assets at such time.
  9. None · p. 216
    (13) Liens not otherwise permitted hereby; provided that the aggregate principal amount of Indebtedness secured by such Liens shall not exceed the greater of U.S.$10.0 million and 1.0% of Issuer Total Assets;
  10. — · p. 214
    (7) if no Default or Event of Default will have occurred and be continuing, Restricted Payments in an aggregate amount not to exceed in any fiscal year of the Issuer the greater of U.S.$10.0 million and 1.0% of the Issuer’s unconsolidated total equity at such time; and
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