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Contracting Costs, Covenant-Lite Lending, and Reputational Capital

Published online by Cambridge University Press:  07 August 2023

Dominique C. Badoer
Affiliation:
University of Illinois Chicago College of Business Administration badoerd@uic.edu
Mustafa Emin
Affiliation:
Tulane University A. B. Freeman School of Business memin@tulane.edu
Christopher M. James*
Affiliation:
University of Florida Warrington College of Business
*
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Abstract

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Using a large sample of leveraged loans, we provide evidence that, despite having fewer creditor control rights, covenant-lite (Cov-Lite) loans have similar recovery rates and significantly lower spreads than loans with maintenance covenants. We find that the propensity to borrow Cov-Lite is related to various proxies for the reputational capital of a borrowing firm’s private equity sponsor. We construct a simple model to illustrate the relationship between reputational capital, covenants, and loan spreads in the leveraged loan market. Our model illustrates how reputational capital can substitute for covenants in mitigating agency costs of debt, leading to lower loan spreads for Cov-Lite loans.

Type
Research Article
Creative Commons
Creative Common License - CCCreative Common License - BY
This is an Open Access article, distributed under the terms of the Creative Commons Attribution licence (http://creativecommons.org/licenses/by/4.0), which permits unrestricted re-use, distribution and reproduction, provided the original article is properly cited.
Copyright
© The Author(s), 2023. Published by Cambridge University Press on behalf of the Michael G. Foster School of Business, University of Washington

Footnotes

We thank Thierry Foucault (the editor), Boris Vallée (the referee), seminar participants at the Australian National University, Copenhagen Business School, University of Colorado Boulder, and conference participants at the 2020 FMA Annual Meeting for their helpful comments and suggestions. A prior version of this article was titled “Contracting Costs and Reputational Contracts.”

References

Aghion, P., and Bolton, P.. “An Incomplete Contracts Approach to Financial Contracting.” Review of Economic Studies, 56 (1992), 473494.Google Scholar
Badoer, D. C.; Dudley, E.; and James, C. M.. “Priority Spreading of Corporate Debt.” Review of Financial Studies, 33 (2020), 261308.Google Scholar
Becker, B., and Ivashina, V.. “Covenant-Light Contracts and Creditor Coordination.” Working Paper, Stockholm School of Economics and Harvard University (2016).CrossRefGoogle Scholar
Berlin, M., and Loeys, J.. “Bond Covenants and Delegated Monitoring.” Journal of Finance, 43 (1988), 397412.CrossRefGoogle Scholar
Berlin, M.; Nini, G.; and Yu, E.. “Concentration of Control Rights in Leveraged Loan Syndicates.” Journal of Financial Economics, 137 (2020), 249271.Google Scholar
Billett, M. T.; Elkamhi, R.; Popov, L.; and Pungaliya, R. S.. “Bank Skin in the Game and Loan Contract Design: Evidence from Covenant-Lite Loans.” Journal of Financial and Quantitative Analysis, 51 (2016), 839873.CrossRefGoogle Scholar
Bradley, M., and Roberts, M. R.. “The Structure and Pricing of Corporate Debt Covenants.” Quarterly Journal of Finance, 5 (2015), 1550001.Google Scholar
Chava, S., and Roberts, M. R.. “How Does Financing Impact Investment? The Role of Debt Covenants.” Journal of Finance, 63 (2008), 20852121.Google Scholar
Demerjian, P.; Horne, E.; and Moon, K.. “Consequences of Cov-Lite Loans.” Working Paper, Georgia State University, University of Nevada, and George Washington University (2020).Google Scholar
Demiroglu, C., and James, C. M.. “The Role of Private Equity Group Reputation in Buyout Financing.” Journal of Financial Economics, 96 (2010), 306330.Google Scholar
Dewatripont, M., and Tirole, J.. “A Theory of Debt and Equity: Diversity of Securities and Manager-Shareholder Congruence.” Quarterly Journal of Economics, 109 (1994), 10271054.CrossRefGoogle Scholar
Diamond, D. W.Reputation Acquisition in Debt Markets.” Journal of Political Economy, 97 (1989), 828862.Google Scholar
Griffin, T.; Nini, G.; and Smith, D.. “Losing Control? The 20-Year Decline in Loan Covenant Violations.” Working Paper, Villanova University, Drexel University, and University of Virginia (2021).Google Scholar
Ivashina, V., and Kovner, A.. “The Private Equity Advantage: Leveraged Buyout Firms and Relationship Banking.” Review of Financial Studies, 24 (2011), 24622498.Google Scholar
Ivashina, V., and Vallée, B.. “Weak Covenants.” NBER Working Paper No. 27316 (2022).Google Scholar
Malenko, A., and Malenko, N.. “A Theory of LBO Activity Based on Repeated Debt-Equity Conflicts.” Journal of Financial Economics, 117 (2015), 607627.Google Scholar
Matvos, G.Estimating the Benefits of Contractual Completeness.” Review of Financial Studies, 26 (2013), 27982844.Google Scholar
Moody’s Investor Service. “Cov-Lite 2.0 Loans Structurally Resembling Bonds Make Up Market Majority, Are Set to Recover Lower Upon Default.” Research Announcement (2020).Google Scholar
Mugford, K., and Chan, D.. “Bankruptcy at Caesars Entertainment.” Harvard Business School Case Study 9-216-052 (2019).Google Scholar
Nini, G.; Smith, D.; and Sufi, A.. “Creditor Control Rights and Firm Investment Policy.” Journal of Financial Economics, 92 (2009), 400420.Google Scholar
Nini, G.; Smith, D.; and Sufi, A.. “Creditor Control Rights, Corporate Governance, and Firm Value.” Review of Financial Studies, 25 (2012), 17131761.Google Scholar
Prilmeier, R., and Stulz, R.. “Securities Laws, Bank Monitoring, and the Choice Between Cov-Lite Loans and Bonds for Highly Levered Firms.” Working Paper, Tulane University and Ohio State University (2020).Google Scholar
Roberts, M. R.The Role of Dynamic Renegotiation and Asymmetric Information in Financial Contracting.” Journal of Financial Economics, 116 (2015), 6181.Google Scholar
Roberts, M. R., and Sufi, A.. “Control Rights and Capital Structure: An Empirical Investigation.” Journal of Finance, 64 (2009), 16571695.Google Scholar
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