Covenant-lite (cov-lite)
What is a covenant-lite loan, and where does the lender's protection go?
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BY MICHAEL SHANG · SIXTEEN YEARS IN COMMERCIAL BANKING · UPDATED
// THE SHORT ANSWER
A covenant-lite loan has no financial maintenance covenants, the ratio tests a borrower must pass each quarter, and relies instead on incurrence covenants that apply only when the borrower takes certain steps, such as borrowing more or paying a dividend. It is common in institutional loans to sponsor-backed companies and unusual in bank lending to mid-sized businesses. The lender gives up the early warning a quarterly test provides and the negotiation a breach brings, so a struggling borrower can run down its cash before anything triggers a default; often the only maintenance test left is a springing covenant on the revolving facility.
BASIS Practitioner judgment from sixteen years in commercial banking, set out in How Bankers Think (Highbank Press, 2026). Every borrower on this site is a composite constructed for teaching, not a client. The market is mid-market commercial lending as practised in New Zealand and Australia; where a convention differs elsewhere, the page says so.
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// NEXT TO IT
- Covenant headroom
- Negative pledge
- Condition precedent (CP)
- Event of default
- Covenant waiver
- Reservation of rights
- Term sheet
- Condition subsequent
- Review event
- Repayable on demand
- Material adverse change (MAC) clause
- Cross-default
- Change of control clause
- Cure period
- Compliance certificate
- Information undertakings
- Liquidity covenant
- Equity cure
- Springing covenant
- Covenant reset
- Covenant mulligan
- Incurrence covenant
- Test date (covenant)
- Permitted baskets
- Distribution lock-up
- Mandatory prepayment
- Clean-up period
- Certain funds
- Yank-the-bank clause (replacement of lender)
- Capex covenant
- Guarantor coverage test
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