How close are we to breach?
2.72× vs <= 4.50×
0.0×1.0×2.0×4.50×
39% cushion · breach at +$1.83B debt or −39% EBITDA
§ I
Executive Summary All three maintenance-equivalent covenants are running with meaningful cushion.
| Covenant | Headline | Current | Threshold | Cushion | Status |
|---|---|---|---|---|---|
| Debt Incurrence § 4.09 |
39% cushion to the leverage ceiling | 2.72× | <= 4.50× | 39% | In Compliance |
| Permitted Liens § 4.12 |
1 computable · Plus 32 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns. | $218M | cap | — | In Compliance |
| Restricted Payments § 4.07 |
Ratio-conditional gate — currently open (unlimited RP) | — | ≤ 3.00× | — | In Compliance |
Running at 2.72x against a 4.50x ceiling, with ~39% cushion. $1.83B additional debt OR 39% EBITDA drop triggers breach. Covenant Quality scored 1.2/5 (debt 1, liens 1, RPs 2).
§ II
Covenant EBITDA Build-Up Bottom-up from audited Net Income to the §1.01 defined figure. Every basket cap and ratio test downstream depends on this number.
Waterfall — Placement Memo §1.01 'Consolidated EBITDA' — pp. 226-227. Mexican SAPI, Spanish prospectus.
| §1.01 Clause | Component | Sign | Amount ($K) | Running |
|---|---|---|---|---|
| start | Net Loss LTM 3Q24 (USD) PM p.29 income statementUSD. Translated at Ps.19.6290/USD per PM footnote (1) p.29. | = | -357,000 | -357,000 |
| §1.01 tax | Income tax expense PM p.29 | + | 13,000 | -344,000 |
| §1.01 interest (net) | Interest expense, net of interest income PM p.29 | + | 310,000 | -34,000 |
| §1.01 D&A | Depreciation and amortization PM p.29 | + | 852,000 | 818,000 |
| §1.01 FX translation | FX translation losses (net of FX gains) PM reconciliation p.32-34 | + | 154,000 | 972,000 |
| §1.01 derivative FV | Derivative fair-value losses PM reconciliation p.32-34 | + | 57,000 | 1,029,000 |
| TOTAL | Covenant EBITDA — LTM 3Q24 | = | 1,029,000 |
Reconciliation
Placement Memo §1.01 'Consolidated EBITDA' — pp. 226-227. Mexican SAPI, Spanish prospectus. (this page)
$1029.00M
Management-reported EBITDA
per investor presentation $1030.00M
per investor presentation $1030.00M
Δ
$-1.00M
Covenant EBITDA ≈ reported within ±$1M (0.1% delta — rounding). PM reported EBITDA is top-down (Gross profit − Network − SG&A − Other), which structurally excludes everything below the operating line. §1.01 is bottom-up from Net Income, adding back (1) taxes, (2) interest net, (3) D&A, (5) FX translation net of (9) FX gains, (8) derivative FV losses — precisely what the top-down method already excludes. LBO sponsor-friendly clauses (4)(6)(7)(10)(11) are zero for Total Play: no sponsor monitoring fees, no M&A integration, no restructuring, no exceptional items, no minority interest expense. WATCH ITEMS: (1) capitalized interest on US$454M of 9M24 fiber capex — PM does not separately disclose; §1.01 clause (7) includes it. (2) §1.01 uses 'Restricted Subsidiaries' only; no Unrestricted designations currently. (3) Any future Grupo Salinas management/monitoring fees would populate clause (6). Scenario retains $1,030M — no recalibration needed.
Filing source
Total Play Placement Memorandum dated April 10, 2025 (US$200.2M 11.125% Senior Secured Notes due 2032)
§ 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
$2.58 B
$1830MRatio headroom
+
$748MComputable baskets
=
$2,578MTotal capacity
Ratio Tests § 4.09(a)
| Test | Current | Threshold | Cushion | Capacity gauge | Status |
|---|---|---|---|---|---|
| Consolidated Net Leverage Ratio Test
§ Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock [4]The Issuer will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Issuer will not issue any Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of preferred stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Restricted Subsidiary may incur Indebtedness or issue preferred stock, if on the date on which such Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, the Issuer’s Consolidated Net Leverage Ratio would not exceed 4.50 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued on such date. |
2.72× | <= 4.50× | 39% | In Compliance |
Permitted Baskets — Computable § 4.09(b) · 4 dollar-quantified
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (1) | Indebtedness under Credit Facilities | $0M | None |
$0M cap |
Permitted Debt (1) [5](1) the incurrence of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed U.S.$75.0 million, plus in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; |
| (4) | Purchase Money and Capital Lease Obligations | $258M | the greater of U.S.$100.0 million and 25% of Consolidated L2QA EBITDA |
$258M cap |
Permitted Debt (4) [9](4) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness representing Capital Lease Obligations, mortgage financings, purchase money obligations or other Indebtedness incurred for the purpose of financing all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation or improvement of property, plant or equipment or other assets (including Capital Stock) used in the business of the Issuer or any Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred or issued to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of U.S.$100.0 million and 25% of Consolidated L2QA EBITDA at any time outstanding; |
| (20) | General Indebtedness Basket | $206M | the greater of U.S.$80.0 million and 20% of Consolidated L2QA EBITDA |
$206M cap |
Permitted Debt (20) [7](20) Indebtedness incurred by the Issuer or any Restricted Subsidiary in an aggregate principal amount at any one time outstanding under this clause (20), not to exceed the greater of U.S.$80.0 million and 20% of Consolidated L2QA EBITDA; or |
| (21) | Indebtedness secured by the Fiber Trust | $285M | None |
$285M cap |
Permitted Debt (21) [8](21) the incurrence of Indebtedness secured by the Fiber Trust in an aggregate principal amount at any one time outstanding not to exceed U.S.$3,000.0 million; |
| Σ Computable basket capacity | $748M | sum of 4 dollar-quantified clauses | |||
Plus 17 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 |
|---|---|---|---|---|---|
| (32) | General Liens Basket | $218M | the greater of U.S.$80.0 million and 5% of Consolidated Tangible Assets |
$218M cap |
Permitted Liens (32) [10](32) Liens incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary securing Indebtedness of the Issuer and the Restricted Subsidiaries that does not exceed at the time the Lien is incurred, and after taking account thereof, the greater of U.S.$80.0 million and 5% of Consolidated Tangible Assets at any one time outstanding; and |
Plus 32 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 |
|---|---|---|---|---|---|
| (5) | Repurchase of Equity Interests from officers, directors, employees | $5M | None |
$5M |
4.07(b)(5) [13]provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed U.S.$5.0 million during any calendar year; provided that any unused amounts in any calendar year may be carried forward to the next calendar year; |
| (9) | Advances or loans to officers, directors, employees | $5M | None |
$5M |
4.07(b)(9) [14]provided that the total aggregate amount of Restricted Payments made under this clause (9) shall not exceed U.S.$5.0 million at any time outstanding; |
| (17) | General Restricted Payments Basket (per fiscal year) | $103M | the greater of U.S.$25.0 million and 10% of Consolidated L2QA EBITDA in respect of any fiscal year |
$103M |
4.07(b)(17) [12](17) other Restricted Payments in an aggregate amount not to exceed the greater of U.S.$25.0 million and 10% of Consolidated L2QA EBITDA in respect of any fiscal year since the Issue Date, pro rated for any partial fiscal year (including the fiscal year in which the Issue Date falls); |
Builder Basket § 4.07(a)(C) · cumulative capacity since Issue Date
Total gross capacity
$0M
Ratio-Conditional Gates unlimited if gate is open
Clause (15) · Ratio-based Restricted Payments
the Consolidated Net Leverage Ratio on a pro forma basis after giving effect to any such dividend, distribution, advance, loan or other payment and any Indebtedness incurred in connection therewith does not exceed 3.00 to 1.00
2.72× current <= 3.00× gate
In Compliance — Unlimited RP
§ III
Pro Forma Scenarios Leverage ratio under joint EBITDA × debt shocks. Green = open, amber = tight, red = warn/breach.
| EBITDA ↓ / Debt → | Base | +25% debt +$701M |
+50% debt +$1402M |
+100% debt +$2805M |
+190% debt +$5330M |
|---|---|---|---|---|---|
| Base EBITDA $1030.0M |
2.72×39% cushion | 3.40×24% cushion | 4.08×9% cushion | 5.45×BREACH | 7.90×BREACH |
| −10% EBITDA $927.0M |
3.03×33% cushion | 3.78×16% cushion | 4.54×BREACH | 6.05×BREACH | 8.78×BREACH |
| −20% EBITDA $824.0M |
3.40×24% cushion | 4.26×5% cushion | 5.11×BREACH | 6.81×BREACH | 9.87×BREACH |
| −50% EBITDA $515.0M |
5.45×BREACH | 6.81×BREACH | 8.17×BREACH | 10.89×BREACH | 15.80×BREACH |
| −80% EBITDA $206.0M |
13.62×BREACH | 17.02×BREACH | 20.42×BREACH | 27.23×BREACH | 39.49×BREACH |
Open · ≥30% cushion
Tight · 15–30%
Warn · 0–15%
Breach
EBITDA gets us first. Solo EBITDA shock of −39% trips leverage; solo debt shock requires +$1830M.
§ IV
Sources & Verbatim Citations Every computed figure traces to a specific clause and page in the source indenture.
SOURCE total_play_2032_offering_memorandum.pdf
EXTRACTED 2026-04-23 09:29 UTC
- 4.07(c)(i) · p. 231(i) 100% of the Consolidated EBITDA of the Issuer for the period (taken as one accounting period) from October 1, 2020 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment less the product of 1.5 multiplied by the Consolidated Interest Expense for such period; plus
- 4.07(c)(ii) · p. 231(ii) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Issuer since October 1, 2020 as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock, Excluded Contributions and Designated Preference Shares) or from the issue or sale of convertible or exchangeable Disqualified Stock of the Issuer or convertible or exchangeable debt securities of the Issuer, in each case that have been converted into or exchanged for Equity Interests of the Issuer (other than Equity Interests (or Disqualified Stock, Designated Preference Shares or debt securities) sold to a Subsidiary of the Issuer); plus
- 4.07(c) · p. 231such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries on or after October 1, 2020 (excluding Restricted Payments permitted by the next succeeding paragraph other than clauses (1) and (15) thereof), is less than the sum, without duplication, of:
- Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock · p. 234The Issuer will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Issuer will not issue any Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of preferred stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Restricted Subsidiary may incur Indebtedness or issue preferred stock, if on the date on which such Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, the Issuer’s Consolidated Net Leverage Ratio would not exceed 4.50 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued on such date.
- Permitted Debt · p. 235(1) the incurrence of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed U.S.$75.0 million, plus in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;
- Permitted Debt · p. 237(16) Indebtedness of the Issuer and the Guarantors in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this clause (16) and then outstanding, will not exceed 100% of the net proceeds received by the Issuer from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock, Designated Preference Shares or an Excluded Contribution) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preference Shares or an Excluded Contribution) of the Issuer, in each case, subsequent to the Issue Date;
- Permitted Debt · p. 237(20) Indebtedness incurred by the Issuer or any Restricted Subsidiary in an aggregate principal amount at any one time outstanding under this clause (20), not to exceed the greater of U.S.$80.0 million and 20% of Consolidated L2QA EBITDA; or
- Permitted Debt · p. 237(21) the incurrence of Indebtedness secured by the Fiber Trust in an aggregate principal amount at any one time outstanding not to exceed U.S.$3,000.0 million;
- Permitted Debt · p. 235(4) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness representing Capital Lease Obligations, mortgage financings, purchase money obligations or other Indebtedness incurred for the purpose of financing all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation or improvement of property, plant or equipment or other assets (including Capital Stock) used in the business of the Issuer or any Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred or issued to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of U.S.$100.0 million and 25% of Consolidated L2QA EBITDA at any time outstanding;
- None · p. 274(32) Liens incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary securing Indebtedness of the Issuer and the Restricted Subsidiaries that does not exceed at the time the Lien is incurred, and after taking account thereof, the greater of U.S.$80.0 million and 5% of Consolidated Tangible Assets at any one time outstanding; and
- 4.07(b)(15) · p. 234(15) any Restricted Payment; provided that the Consolidated Net Leverage Ratio on a pro forma basis after giving effect to any such dividend, distribution, advance, loan or other payment and any Indebtedness incurred in connection therewith does not exceed 3.00 to 1.00;
- 4.07(b)(17) · p. 234(17) other Restricted Payments in an aggregate amount not to exceed the greater of U.S.$25.0 million and 10% of Consolidated L2QA EBITDA in respect of any fiscal year since the Issue Date, pro rated for any partial fiscal year (including the fiscal year in which the Issue Date falls);
- 4.07(b)(5) · p. 233provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed U.S.$5.0 million during any calendar year; provided that any unused amounts in any calendar year may be carried forward to the next calendar year;
- 4.07(b)(9) · p. 233provided that the total aggregate amount of Restricted Payments made under this clause (9) shall not exceed U.S.$5.0 million at any time outstanding;