Do Bond Covenants Affect Borrowing Costs?

High yield bond investors spend a great deal of time studying covenants. They even hire specialized consultants to help them interpret the dense language of indentures. But for all that, does a company's decision to offer strong rather than weak covenants—or to offer covenants at all—have a measurable impact on its borrowing costs? There is surprisingly little evidence that variation in credit risk premiums reflects the presence or absence of covenants. Taking advantage of a newly available kind of data—Moody's Investors Service's Covenant Quality (CQ) ratings, which were initiated in 2011—the authors studied each newly issued U.S. high yield bond beginning in 2011 using Moody's CQ ratings, where a rating of “1” represents the strongest covenant rating and “5” the weakest. The authors hypothesize that if investors are willing to pay for covenant protection, bonds with weak CQ scores should have spreads that are higher, on average, than the medians of the bonds in their rating group. What they found, however, was that even bonds rated CQ5, indicating negligible protection, had spreads that were only 9.54 basis points higher than the median of companies with the same credit rating. The authors also found, contrary to their initial supposition, that higher yields were associated with stronger covenants, suggesting that investors demand more protection on issues they view as having greater credit risk than other equivalently rated issues.     

Did Structured Credit Fuel the LBO Boom?

The leveraged buyout (LBO) boom of 2004 to 2007 was fueled by growth in collateralized debt obligations (CDOs) and other forms of securitization. Banks active in structured credit underwriting lent more for LBOs, indicating that bank lending policies linked LBO and CDO markets. LBO loans originated by large CDO underwriters were associated with lower spreads, weaker covenants, and greater use of bank debt in deal financing. Loans financed through structured credit markets did not lead to worse LBOs, overpayment, or riskier deal structures. Securitization markets altered banks' access to capital, affected their lending policies, and fueled the recent LBO boom.     

The effect of change-in-control covenants on takeovers: Evidence from leveraged buyouts

Change-in-control covenants first became commonplace towards the end of the takeover wave in the 1980s. We examine merger and acquisition activity from 1991 to 2006 to see how such covenant protection influences the wealth effects and probability of takeovers. Examining a sample of leveraged buyouts (LBOs) we find bondholders with such covenant protection experience average wealth effects of 2.30% while unprotected bonds experience ? 6.76% upon the announcement of an LBO. Furthermore, we document that the existence of bondholder change-in-control covenants cuts the firm's probability of being targeted in an LBO in half. We also find that change-in-control covenants reduce the probability of being targeted in non-LBO takeovers, but the effect appears less dramatic.     

THE CHALLENGE OF MANAGING CREDIT SPREADS: NEW TOOLS ON THE HORIZON

Broadly speaking, "credit spread" is the excess of a bond's yield over the appropriate Treasury rate that is necessary to compensate lenders for the perceived risk of default. In the primary market, credit spreads can significantly increase a corporation's borrowing cost. In the secondary market, the effect of fluctuating spreads is of material concern to investors and traders.
Credit spreads have exhibited considerable volatility in recent years, particularly during the fall of 1998. Although the absolute levels of spreads have ranged widely in recent years, from a few basis points to several hundred depending on rating category, their volatilities have been remarkably similar—about 25 to 39% on an annual basis. In spite of this high volatility, there are currently no cost-effective means of hedging credit spreads.
The recently announced S&P Credit Indices presage a leap forward in credit derivatives. Computed from the prices of selected liquid bonds, these indices can serve as a basis for exchange-traded futures contracts and options—tools that are in great demand for managing credit spread exposure.     

Do Tighter Loan Covenants Signal Improved Future Corporate Results? The Case of Performance Pricing Covenants

Covenants in corporate bonds and loan agreements mitigate agency conflicts between borrowers and lenders and may provide a signal of borrower quality to help resolve information asymmetry. Performance pricing covenants in bank loans specify automatic adjustments to loan spreads based on borrowers’ subsequent performance. Our covenant signaling framework views interest‐decreasing performance pricing as a tight covenant associated with borrowers’ private information on improved future performance accompanied by reduced credit risk. This positive signal is associated with larger positive loan announcement returns and greater improvements in future borrower performance. Further, in addition to signaling value, we find that the spread impact of this class of covenant also depends on its option value and reduction in transaction costs.     

On the value of restrictive covenants: Empirical investigation of public bond issues

Are restrictive covenants effective mechanisms in mitigating agency problems? Is the magnitude of the increase in the cost of debt due to agency problems non-trivial? We tackle these questions using a large dataset of public bonds. Contrary to the view that restrictive covenants in public bond contracts are standard boilerplates that serve little purpose, we find significant benefits in terms of reduction in the cost of debt associated with covenants. Restrictions on investment activities or issuance of higher priority claims reduce the cost of debt by about 35–75 basis points. These findings suggest that investors view bond covenants as important instruments in mitigating agency problems, and an increase in the cost of debt due to agency problems could be substantial. Additionally, we find that high growth firms and firms with low probability of default are less likely to include covenants suggesting that the costs of covenants outweigh benefits for these types of firms.     

The role of private equity group reputation in LBO financing

This paper investigates whether the reputation of acquiring private equity groups (PEGs) is related to the financing structure of leveraged buyouts (LBOs). Using a sample of 180 public-to-private LBOs in the US between January 1, 1997 and August 15, 2007, we find that reputable PEGs are more active in the LBO market when credit risk spreads are low and lending standards in the credit markets are lax. We also find that reputable PEGs pay narrower bank and institutional loan spreads, have longer loan maturities, and rely more on institutional loans. In addition, while we find that PEG reputation is positively related to buyout leverage (i.e., LBO debt divided by pre-LBO earnings before interest, taxes, and amortization (EBITDA) of the target), and leverage is significantly positively related to buyout pricing, we do not find any direct relation between PEG reputation and buyout valuations. The evidence suggests that PEG reputation is related to LBO financing structure not only because reputable PEGs are more likely to take advantage of market timing in credit markets and but also because PEG reputation reduces agency costs of LBO debt.     

“一带一路”倡议与公司债信用利差

本文以中国“一带一路”倡议的出台作为准自然实验,采用双重差分法考察国家倡议对微观企业债券信用利差的影响。研究发现:(1)相对于非支持企业,“一带一路”倡议实施能够显著降低支持企业的公司债二级市场信用利差,该结论在一系列稳健性检验之后仍然成立。(2)通过考察“一带一路”倡议的债券市场反应,我们发现相比于非支持企业,支持企业在倡议提出后有显著更高的债券累计超额回报率。(3)进一步检验后发现,“一带一路”倡议对公司债二级市场信用利差的降低作用主要通过资源效应和信息效应来实现。并且,政策影响范围主要集中在重点对接行业以及重点对接省份的企业。(4)“一带一路”倡议还对公司债一级市场的发行表现产生影响。具体表现为:在倡议实施之后,受倡议支持企业发行的公司债,其一级市场发行利差下降幅度更大,且包含的担保条款以及限制性契约条款显著更少。本研究探讨了“一带一路”倡议对公司债券市场的政策效应,对未来推进“一带一路”建设,提高资金融通效率具有参考意义。     

Factors affecting the yields of emerging market issuers: Evidence from the Asia-Pacific region

We investigate the yield spread between the sovereign bonds issued in international markets by major Asia-Pacific issuers (China, Korea, Malaysia, Philippines and Thailand) and matched with near maturity benchmark U.S. Treasury bonds (2, 5, 10 year maturities) to determine the extent that various factors affect changes in credit spreads. The results suggest that the credit spreads of these sovereign bonds tend to be negatively related to changes in interest rates on U.S. benchmark bonds and positively related to changes in the slope of the yield curve. The asset and exchange rate variables were only significant for spreads on Philippine bonds where it was negatively related to changes in the local stock market index, and positively to changes in the exchange rate. The complex dynamics of these processes highlight concerns for portfolio mangers when constructing portfolios of sovereign Asian bonds by aggregating bonds of different credit ratings.     

Corporate social responsibility and Eurozone corporate bonds: The moderating role of country sustainability

In this paper, we empirically examine whether superior performance in corporate social responsibility (CSR) results in lower credit risk, measured by credit ratings and zero-volatility spreads (z-spreads). We are especially interested in how the environmental, social, and governance (ESG) related performance of the corresponding countries moderates this relationship. We find only weak evidence that superior corporate social performance (CSP) results in systematically reduced credit risk. However, we do find strong support for our hypothesis that a country’s ESG performance moderates the CSP–credit risk relationship. Superior CSP is regarded as risk-reducing and rewarded with better ratings and lower z-spreads only if it is recognized by the environment. In addition, we find a reduction of corporate bonds’ z-spreads by approx. 9.64 basis points if the CSP of a company mirrors the ESG performance of the country it is located in.     

The effect of liquidity and solvency risk on the inclusion of bond covenants

Studies have analyzed the impact of firm and issue characteristics but not liquidity and solvency components of financial distress on the use of bond covenants. Using a comprehensive database of corporate bonds from 2001 to 2012, we find that firm liquidity, measured by standardized Lambda, has a negative statistical and economic impact on the inclusion of all categories and sub-categories of restrictive bond covenants. Developed from financial statement information by Emery and Lyons (1991), Lambda is designed as a coverage ratio that, under certain distribution assumptions, maps into the probability of a firm being unable to pay its short-term bills. The strongest solvency proxy is the 10-year credit default swap (CDS) spread which is significant across the categories and sub-categories for investment and payment covenants, weakly significant for the subordinated debt sub-category of the subsequent financing covenant, but strongly significant for the control poison put sub-category of event covenants. This evidence supports a model that uses SLambda as a proxy for liquidity risk and the 10-year CDS spread as a proxy for solvency risk. The liquidity/covenant relationship is dampened when firms have access to commercial paper funding or bank loans. However, during the recent financial crisis liquidity event this liquidity/covenant relationship was enhanced especially for firms which were dependent on commercial paper during this time when the commercial paper market was deteriorating.     

Credit-spread determinants and interlocking contracts: A study of the Ras Gas project

This paper provides an in-depth study of the allocation of a firm's residual risks not explicitly managed through interlocking contracts in the context of project finance. Focusing on the Ras Gas project, we relate its credit spreads as a measure of investor risk perceptions to firm-specific risk factors in the context of 25-year supply agreements, debt covenants, and a debt-service guarantee contingent on output prices. Consistent with theoretical predictions, we find that unmanaged risk factors affecting the supply agreement drive Ras Gas’ credit spreads, whereas managed ones have no effect. Interpreting our findings as evidence for the nexus-of-contracts view of the firm, we discuss some implications for financial design and valuation.     

信息不对称与企业债券信用风险估价——基于2008-2011年中国企业债券数据

企业债券发行者与投资者之间的信息不对称,导致投资者因为承担更大的风险而要求更高的回报,从而推高企业债券发行者的信用利差。本文利用2008年12月31日至2011年12月31日中国非上市企业债券数据,实证检验企业债券发行者和投资者之间的信息不对称对企业债券信用利差的影响。我们发现,企业债券发行者和投资者之间的信息不对称程度与企业债券信用利差之间存在显著的正相关性。同时,本文构建了包含信息不对称的企业债券信用风险估价模型。与传统的BS估价模型相比,本文构建的估价模型能更好地拟合实际信用利差。     

News spillovers in the sovereign debt market

We study the effect of a sovereign credit rating change of one country on the sovereign credit spreads of other countries from 1991 to 2000. We find evidence of spillover effects; that is, a ratings change in one country has a significant effect on sovereign credit spreads of other countries. This effect is asymmetric: positive ratings events abroad have no discernable impact on sovereign spreads, whereas negative ratings events are associated with an increase in spreads. On average, a one-notch downgrade of a sovereign bond is associated with a 12 basis point increase in spreads of sovereign bonds of other countries. The magnitude of the spillover effect following a negative ratings change is amplified by recent ratings changes in other countries. We distinguish between common information and differential components of spillovers. While common information spillovers imply that sovereign spreads move in tandem, differential spillovers are expected to result in opposite effects of ratings events across countries. Despite the predominance of common information spillovers, we also find evidence of differential spillovers among countries with highly negatively correlated capital flows or trade flows vis-á-vis the United States. That is, spreads in these countries generally fall in response to a downgrade of a country with highly negatively correlated capital or trade flows. Variables proxying for cultural or institutional linkages (e.g., common language, formal trade blocs, common law legal systems), physical proximity, and rule of law traditions across countries do not seem to affect estimated spillover effects.     

Asset reliability and security prices: evidence from credit markets

We assess the relation between asset reliability and security prices. Concerns about asset reliability are increasing with the move to fair value accounting in general purpose financial reports. We provide pertinent evidence from credit markets. A key benefit of using credit market data to explore the capital market implications of asset reliability is the theoretical basis of Duffie and Lando (Econometrica 69(3):633–664, 2001). They show that asset reliability (measurement) concerns should be concentrated in short-term credit spreads. Thus a focus on credit term structure can facilitate a cleaner identification of the impact of asset reliability on security prices. We find that asset reliability issues, attributable to SFAS 157 disclosures of Level 2 and, especially, Level 3 financial assets for a set of US financial institutions over the period of August 2007 to March 2009, are a significant determinant of short-term credit spreads and the shape of the general credit term structure. Our findings are robust to a variety of control variables and research design choices.     

Bond covenants,bankruptcy risk,and the cost of debt

Are all covenants equally effective at reducing the bondholder-shareholder conflict? Examining the most frequently used bond covenants, we document that four out of 24 restrictions are associated with significantly higher bankruptcy risk. The use of these Default Indicating covenants can be partly explained by faulty contract design, greater recovery in bankruptcy, or within-creditor conflicts. Firms that use In-House Counsel to help structure their bond issue and those that use Big 4 Auditors are also less likely to include Default Indicating covenants in their bonds. Further tests show that the use of these Default Indicating covenants is associated with higher bond and CDS spreads. Overall, the results help explain the prior evidence on the relation between covenant use and the cost of debt.     

Customer concentration and loan contract terms

We study pricing and non-pricing features of loan contracts to gauge how the credit market evaluates a firm’s customer-base profile and supply-chain relations. Higher customer concentration increases interest rate spreads and the number of restrictive covenants featured in newly initiated as well as renegotiated bank loans. Customer concentration also abbreviates the maturity of those loans as well as the relationship between firms and their banks. These effects are intensified by customers’ financial distress, the level of relationship-specific investments, and the use of trade credit in customer–supplier relations. Our evidence shows that a deeper exposure to a small set of large customers bears negative consequences for a firm’s relations with its creditors, revealing limits to integration along the supply chain.     

Systemic Risk,Financial Crisis,and Credit Risk Insurance

Differing from conventional insurance firms whose underwriting business does not contribute to systemic risk, credit risk insurance companies providing credit protections for debt obligations are exposed to systemic risk. We show that credit risk insurers (CRIs) underperformed conventional insurance companies during the 2007–2009 financial crisis, and such underperformance is attributed to the greater systemic risk of CRIs. We also find that the credit spreads of insured bonds increase significantly after their insurers are downgraded or put in the negative watch list. We control for alternative factors affecting bond credit spreads and the result is robust.     

The 2015 Maastricht-NUS-MIT International Real Estate Finance &; Economics Symposium: Editors’ Introduction to the Special Issue

We use an empirical model of commercial mortgage spreads to examine how tenant diversification impacts credit spreads for mortgages on retail properties. We find that mortgages on properties with a highly diversified tenant base have spreads that are up to 7.1 basis points higher than spreads on mortgages for single-tenant properties, but that mortgages on properties with moderate levels of tenant diversification have spreads that are up to 5.2 basis points lower than mortgages on single-tenant properties. The spread discount for mortgages on properties with moderate levels of tenant diversification disappears when the lease of the property’s largest tenant expires before the loan matures. Despite the spread discount that is given to properties with moderate levels of tenant diversification, we find that the likelihood with which a mortgage goes into default increases as tenant diversification increases.     

Individual stock-option prices and credit spreads

This paper introduces measures of volatility and jump risk that are based on individual stock options to explain credit spreads on corporate bonds. Implied volatilities of individual options are shown to contain useful information for credit spreads and improve on historical volatilities when explaining the cross-sectional and time-series variation in a panel of corporate bond spreads. Both the level of individual implied volatilities and (to a lesser extent) the implied-volatility skew matter for credit spreads. Detailed principal component analysis shows that a large part of the time-series variation in credit spreads can be explained in this way.