Case 065Corporate credit and ratingsCore
A pharma company's loan caps net debt at 3.5 times EBITDA. Net debt is Rs 1,200 crore and EBITDA has fallen from Rs 400 crore to Rs 300 crore after a regulator's warning letter on a plant. Compute the breach and the equity cure, and decide as lender between a waiver, a reset and acceleration.
1The situation
Oshana Pharma makes generic medicines for export. Your bank leads its Rs 1,200 crore of net debt, with a covenant that net debt must not exceed 3.5 times EBITDA over the last twelve months, tested every quarter. Last year EBITDA was Rs 400 crore.
Six months ago a drug regulator in one of Oshana's main export markets issued a warning letter on its largest plant, and shipments from that plant were suspended. Twelve-month EBITDA has fallen to Rs 300 crore. Oshana says the plant's remediation will take nine to twelve months, and its promoter has indicated he could put in some equity. Interest has been paid on time throughout.
2Your task
How big is the breach, what equity cure fixes it, and which do you choose as lender: a waiver, a reset or acceleration?
Quick check
How much equity would Oshana need to inject to be back at exactly 3.5x?
Worked solution
Try it on paper, then open one step at a time.
30-second answerThe answer to give first
Leverage has moved from 3.0x to 4.0x against a 3.5x covenant; an equity cure of Rs 150 crore brings it back. As lender, choose a reset rather than a waiver or acceleration: a temporary higher covenant while the plant is fixed, paid for with the promoter's Rs 150 crore, a dividend block, tighter reporting and remediation milestones. Interest is being paid; accelerating would turn a fixable problem into a default.
Step 1How big is the breach?
Net debt is unchanged at Rs 1,200 crore, but it now sits on Rs 300 crore of EBITDA instead of Rs 400 crore. Leverage has jumped from 3.0x to 4.0x without Oshana borrowing a rupee more, because a ratio covenant moves with earnings. Before the letter Oshana had room for EBITDA to fall 14.3%, to Rs 343 crore, before breaching. It fell 25%.
Step 2What cures it, in rupees?
Work backwards from the covenant. At EBITDA of Rs 300 crore, 3.5x allows Rs 1,050 crore of net debt. Rs 150 crore of new equity used to repay debt brings Oshana back to exactly 3.5x. Some agreements instead let a cure be added to EBITDA; that would need only Rs 42.9 crore, because each rupee added to EBITDA is multiplied by 3.5. Lenders dislike that version for exactly that reason, and whether it is allowed, how often, and how the cure is counted depends on the loan agreement, which you should read before quoting either number.
| 1,200 | net debt, Rs crore |
| 3.5 | the leverage covenant |
| 300 | twelve-month EBITDA after the warning letter |
Step 3Waiver, reset or acceleration: which, and why?
A tenant who loses a month's pay after an accident but has always paid rent is not evicted on day one; the landlord agrees a plan. A covenant breach gives the lender the right to renegotiate, not an obligation to call the loan, and the choice turns on whether the problem is temporary and whether the lender is better off inside the tent. A waiver forgives the breach for one test date: too generous here, because the plant problem will last three or four quarters. Acceleration demands repayment now: Oshana cannot pay Rs 1,200 crore, cross-default clauses would fire across its other borrowings, and the bank would end up enforcing on a plant under a warning letter, the worst time to sell it. A reset raises the covenant for a set period, say to 4.5x for four quarters stepping back to 3.5x, in exchange for the promoter's Rs 150 crore, no dividends until compliance, a higher margin, monthly reporting and milestones for the remediation.
| Option | What the lender gets | What it risks |
|---|---|---|
| Waiver | A fee, goodwill | Nothing changes; same breach next quarter |
| Reset with conditions | Rs 150 crore of equity, controls, pricing | Remediation takes longer than a year |
| Acceleration | Control of the process | Cross-defaults, fire sale, lower recovery |
Say what would change the view. If the regulator's letter points to data integrity problems across several plants, recovery is uncertain, and the reset should be shorter with tighter triggers. If the promoter will not put in equity, the bank should ask why the owner is less willing than the lender to back the business.
Where candidates lose it
The common loss is treating the breach as a default and reaching for acceleration. Covenants are early warning tripwires designed to bring the borrower to the table; interest is still being paid, and calling the loan destroys the value the bank is trying to protect.
The second is computing the cure as the EBITDA shortfall, Rs 42.9 crore, without saying it depends on the agreement allowing an EBITDA cure, which most lenders resist.
What the interviewer asks next
- EBITDA falls to Rs 250 crore next quarter. What does the reset need to look like now?
- How would you price the reset: fee, margin, or both?
- Oshana has another lender with a tighter covenant. How does that change your negotiation?
Company names and figures are illustrative.
