Professional Documents
Culture Documents
Jandik, Tomas y McCumber, William. Creditors Governance
Jandik, Tomas y McCumber, William. Creditors Governance
October, 2018
Abstract
We provide evidence that large creditors exert a governing influence over corporate
borrowers outside of covenant (technical) violation and payment default states. We show
that, subsequent to syndicated loan origination, borrowers decrease capital
inefficiencies, increase investments in productive assets, and improve operating
performance relative to non-issuers. When firms are more opaque, syndicates are more
concentrated in that lead arrangers hold a greater percentage of loan shares. We present
evidence that creditor influence is increasing in the percentage of the deal retained by
the lead arranger. Equity holders benefit from creditor influence subsequent to loan
origination; cumulative abnormal stock returns around loan origination are positive and
significant. These findings are robust to technical violations and shareholder
governance. When creditor positions are more concentrated, creditor governance effects
are of the same sign and magnitude as those provided by concentrated equity positions.
1
Tomas Jandik, tjandik@walton.uark.edu, Professor of Finance and Dillard’s Chair in Corporate Finance, Sam M.
Walton College of Business, University of Arkansas, Fayetteville, AR. 1-479-575-4505.
2
William R. McCumber, mccumber@latech.edu, Assistant Professor and JPJ Investments Endowed Chair of
Finance, College of Business, Louisiana Tech University, Ruston, LA. 1-318-257-2389.
1. Related Literature
A traditional view of creditor governance is that creditors are largely passive until a
borrower enters a state of payment default (Townsend, 1979; Gale and Hellwig, 1985;
Hart and Moore, 1998). A more recent literature finds that creditors play a disciplining
role in borrower governance following a technical violation of one or more covenants
(Chava and Roberts, 2008; Nini, Smith, and Sufi, 2012; Becher, Griffin, and Nini,
2017).
There is no a priori reason to believe that creditors do not exert a governing force over
borrower firms prior to a violation or default, however. There is a large literature on
3
For a thorough review of the research in corporate governance see Shleifer and Vishny (1997), Bebchuck and
Weisbach (2010), or OUP’s The History of Corporate Governance (2013).
4
For a thorough discussion of the syndicated loan market and the origination process written by practitioners for
market participants see Taylor and Sansone (2007).
4. Syndicate Structure
In order to empirically investigate whether the incentive to monitor is matched by
increased monitoring we first need to document a relationship between information
asymmetry and syndicate structure. To estimate the degree of information asymmetry
between borrowers and lenders we do not rely upon common proxies for firm opacity,
e.g. accruals or R&D expense, but instead measure the difference between observable
spreads – the spread at issue – and an expected spread given observable loan and
borrower characteristics. Thus the difference between the observed spread and a
typical spread must reflect an amount of soft (unobservable) borrower information that
simultaneously affects both clearing spreads and syndicate structure.
Our sample includes 19,375 facilities issued to 3,775 unique borrowers. We regress
facility spreads on loan and borrower characteristics to derive point estimates of
observable characteristics on the all-in facility spread in basis points over LIBOR. We
calculate quarterly rolling annual financial variables lagged one quarter prior to facility
issuance, finding 3,875 facilities with one or more quarterly Compustat observations
missing. In order to retain these observations, we first regress facility spreads on loan
characteristics inclusive of deal size, maturity, the number of covenant restrictions,
restrictions on dividends, collateral requirements, the contractual frequency of
thorough review (revolving facilities), and whether the issuer has a previous borrowing
relationship with any creditor in the syndicate. We also estimate coefficients for
industry, year, and loan purpose. For 15,500 facilities we have all required
observations to compute quarterly rolling annual firm financial characteristics
5. Creditor Influence
Creditors are sophisticated investors with concentrated positions in borrower
securities. If, as Shleifer and Vishny (1997) argue, “corporate governance deals with
the ways in which the suppliers of finance to corporations assure themselves of getting
a return on their investment”, then lead arrangers possess both the ability and the
motive to advise and monitor the firms in their portfolios, in other words, engage in
corporate governance. Lead arrangers are in a unique position to evaluate firm
investment policies, since the underwriting process requires a thorough review of
current firm policies, projects, and opportunities. No other stakeholder, with the
possible exception of hedge fund (or similar) activist shareholders, have similar
expertise, access to senior management, and firm private information as do
underwriting creditors. We therefore measure changes in firm investment choices and
operating performance one, two, and three years from loan origination to gauge the
degree to which loan origination, and therefore creditor influence, is a determinant of
said changes. We hypothesize that creditors are likely to steer firms away from
inefficient investments toward more productive activity. We further expect to see an
impact on operating performance wrought by any changes in investment activity.
In the regressions to follow we control for firm financials, industry and time fixed
effects, and the last four quarters of the dependent variables relative to time 0. We
include all firm-quarter observations from Compustat for which we have all required
control variables. We create an indicator variable Syndicated loan equal to one if the
firm issued a syndicated loan that quarter. We also create indictor variables High
(Low) spread equal to one if the originated loan has a spread that is in the highest
(lowest) quartile of the difference between the spread at issue and the expected spread
from table 4. High (Low) spread variables identify those firm-deals in which the lead
10
5
We report regressions inclusive of the average ROA in the last four quarters on a quarterly rolling annual basis to
control for prior year firm profitability. We do not include cash flow from operations to assets as a control variable
because the correlation between cash flows and net income to assets is 0.92. The results are unsurprisingly
unchanged if we exclude ROA in favor of cash flows as a control variable in the model specification.
11
6. Market Reaction
If creditor advice and monitoring adds value to borrowing firms, share prices should
adjust upward to reflect the additional value of creditor influence. Figure 1 illustrates
the cumulative abnormal return for borrower firm stocks in a -3 to +3 event window
around loan origination utilizing a Fama French (1993) three factor market model.
Figure 2 illustrates the cumulative abnormal return utilizing an adjusted market
model. Both figures show a significant upward trend in borrowing firm stock prices,
with the Fama French model showing a defined “kink” at day 0, when the loan is
initiated.
Table 9 reports results of event studies around loan origination using the Fama
French (1993) 3-factor model and the market adjusted model to calculate the
cumulative abnormal return in a -3 to +3 event window, with day 0 at loan initiation.
The estimation period is 150 days, from -200 days to -51 days, with at least 70 days of
trading data required to estimate the coefficients. The Fama French 3 factor model
reports an average CAR of 0.47%, adding $14.85 million to the mean market
capitalization of borrower firms. The CAR is statistically significant, with a t-stat of
4.52. We calculate the adjusted market model expected returns using the CRSP value
weighted market return, inclusive of all NYSE, NASDAQ, and AMEX stocks. The CAR
utilizing the adjusted market model is 0.81%, and is statistically significant with a t-
stat of 7.95, adding $27.49 million to the mean market capitalization of borrowing
firms.
7. Robustness
7.1 Covenant violations
Nini, Smith, and Sufi (2012) and Becher, Griffin, and Nini (2017) provide evidence that
creditors play an active role in corporate governance following a technical violation of a
loan covenant. Violations occur outside of payment default states but signal a
deterioration of firm financials and/or performance. Creditors utilize control rights
triggered by covenant violations to renegotiate loan deals, prompting changes in
borrower investment and financing behavior. Nini, Smith, and Sufi (2012) report that
12
6
We thank the authors for publicly providing the database of covenant violations. The appendix may be found at
https://faculty.comm.virginia.edu/dcs8f/CreditorGovernance_NSS_20101116_Appendix.pdf and the data are
available at http://faculty.chicagobooth.edu/amir.sufi/CSTATSEC_NSS_20090701.dta.
13
8. Conclusion
This study documents that large creditors exert a governing influence over borrower
firms prior to a technical violation or payment default of a private credit agreement.
We find that borrower firms reduce cash holdings, capital expenditures, acquisition
7
We also control for shareholder governance by calculating the Entrenchment Index of Bebchuck, Cohen, and
Ferrell (2009) to investigate whether restrictions on shareholder power (entrenchment of management) is predictive
of changes in firm investment behavior and performance. Unfortunately, the data on shareholder restrictions is
limited, and including the Index in our regressions results in a loss of 84% or more of our observations. In support of
Bebchuck et al. (2009) we find the Index to be associated with higher cash positions, salaries expenses, and lower
performance. Effects are only marginally significant or insignificant, however, as we are measuring changes in firm
behaviors and performance and firm governance metrics are typically persistent. Our measures of creditor
governance largely retain their significance even with a much smaller sample. We do not report results herein for
parsimony.
14
15
16
17
18
19
20
Unconditional
probability of filing Non-issuing t-stat,
Issuing firms
for bankruptcy firms difference
within
4 quarters 3.83% 0.67% 22.07
8 quarters 6.20% 1.09% 28.39
12 quarters 6.78% 1.34% 28.97
21
22
23
24
Typical t-stat,
Syndicate structure High spread
spread difference
lenders, total 8.11 10.01 -12.77
leads 1.52 1.59 -3.57
participants 4.6 5.65 -9.76
lead ratio 27.64 22.90 15.24
shares retained, lead 31.49 23.85 10.53
Typical t-stat,
Low spread
spread difference
lenders, total 9.30 10.01 -4.25
leads 1.43 1.59 -8.11
participants 5.51 5.65 -1.00
lead ratio 23.71 22.90 2.74
shares retained, lead 27.82 23.85 6.96
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42