The Bond Indenture and Covenants
- 04:05
Learn about the purpose of bond indentures and the three main areas they cover. Explore the different categories of bond covenants.
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When assessing the specific risks of a bond issue, where can investors find detailed information? The answer is in the bond indenture.
The bond indenture is a legally binding contract between the issuer and bond holders outlining the issuers commitments and the investor's rights and protections.
It serves as the primary reference for understanding the obligations and restrictions placed on the issuer.
While a prospectus provides a high level summary of the bond's terms and conditions, the indenture is the comprehensive legal document that the issuer is obligated to follow.
The bond indenture covers three main areas, bond features.
These are the essential characteristics of the bond, such as maturity, coupon dates, and day count conventions.
These details help investors understand the bond's cashflow, structure, and timing of payments. Terms and Conditions.
This section includes important legal definitions and specifics such as the identity of the issuer.
It also defines the contractual framework, ensuring clarity on the terms under which the bond was issued.
Bond covenants, these are protective clauses intended to safeguard investors by setting boundaries on what the issuer can and cannot do over the bond's life.
For example, a common financial covenant might restrict the issuer from exceeding a specific debt to equity ratio, helping to limit excessive borrowing that could increase risk for bond holders.
Covenants provide assurance to investors that the issuer will uphold specific financial practices, reducing the risk of negative changes that could impact bond holders.
Bond covenants can be divided into three main categories.
The first category, affirmative covenants require the issuer to perform specific actions to maintain financial stability or transparency.
Common examples include disclosing information regularly, providing financial statements, and notifying investors of any material events, complying with laws, ensuring adherence to tax regulations and other legal requirements, maintaining insurance, keeping adequate insurance coverage to protect the value of assets.
The second category, negative covenants restrict the issuer from taking actions that could negatively impact their ability to repay or affect the value of the collateral. Common examples include restrictions on issuing new debt, limiting additional borrowing to prevent over-leveraging restrictions on distributions to shareholders, limiting dividends or other payments to preserve cash for bond obligations.
Restrictions on selling key assets preventing the sale of significant business units or assets that support the company's ability to generate cash, and therefore the bond's credit worthiness.
Finally, the third category.
Financial covenants require the issuer to demonstrate financial health on an ongoing basis, often by maintaining certain financial ratios such as debt to equity or interest coverage ratios.
Financial covenants are typically found in loan agreements rather than corporate bonds.
As loan agreements often involve closer monitoring and control by lenders who may adjust terms or intervene if financial conditions change.