Pricing and Performance of Loans Bundled with Underwriting Yang Lu* Department of Finance Stern School of Business New York University Job Market Paper January 12, 2007 ABSTRACT Banks provide loans and underwriting services to the same corporate customer with increasing frequency. Previous literature finds that loans that are bundled with underwriting deals carry lower interest rates, consistent with either strategic behavior by banks (“pay to play”) or informational economies of scope. However, I find that there is no interest rate discount in bundled loans after adjusting for endogeneity arising from a bank’s decision to manage its risk exposure to a client. My results support the story that banks choose to provide bundled lending and underwriting services to higher-quality customers. Tests of subsequent performance show that borrowers receiving bundled services perform better than other borrowers in terms of future changes in credit risk (proxied using KMV’s distance to default measure and Altman’s (1968) Z-score). Such borrowers are also significantly less likely to default or receive credit rating downgrades. The effects are stronger for smaller and unrated companies. Moreover, using a new database of secondary market loan prices, I find that bundled loans have better return performance in the secondary market. * Department of Finance, Stern School of Business, New York University, 44 West 4th Street, Suite 9-193, New York, NY 10012-1126. Phone: 212-998-0716. E-mail: ylu1@stern.nyu.edu. I would like to thank my Ph.D. committee members Anthony Saunders, Alexander Ljungqvist, Yakov Amihud, Kose John and Daniel Wolfenzon for constant encouragement and support. I also thank Edward Altman, Steven Drucker, Amar Gande, Bill Greene, Victoria Ivashina, Michael Roberts, Rik Sen, Andre de Souza, Ingo Walter, Johnathan Wang and seminar participants at NYU and FDIC for help and comments. Finally, I thank Brooks Brady, Steven Miller, and Matthew Sanderson from Standard & Poor’s for help with the data. All errors are mine. The appropriate scope of banking activities has long been controversial in both academic and regulatory circles. 1 The debate has been especially heated because of recent changes in the industry. Consolidation among banks in the late 1990s alongside the repeal of the Glass-Steagall Act in 1999 have increased banks’ ability to compete for corporate customers by offering them both commercial loans and investment banking services. For instance, between 1995 and 2004, the incidence of bundling loans with underwriting services tripled, from 5% to 15% of corporate loans. The fraction was even larger in terms of dollar value. This greater freedom raises the concern that commercial banks might “discount” their loans to support their investment banking affiliates, which might distort the competitive structure of underwriting markets. There are also concerns that in bundled transactions, banks might lower their lending standards and extend loans to otherwise unqualified clients in the pursuit of underwriting fees. If true, such behaviors could increase the risk of large defaults and potentially hurt the stability of the banking system. Despite its apparent importance to the banks, their customers, and the financial system, we know relatively little about the economic consequences of this aspect of banking deregulation. This paper examines these consequences by studying the pricing and performance of loans that are bundled with underwriting deals. The following questions from Congressman John D. Dingell to the Federal Reserve Board and the Office of the Comptroller of the Currency in 2002 illustrate the concerns: “…since it appears that credit is being offered as a loss leader by commercial banks to facilitate or leverage the extension of their investment banking business, what are the implications of such mispricing on the supply of and demand for credit? What are the implications of this underpricing for the financial health of the smaller banks who participate in these syndicated facilities? … To what degree is this tying activity a cause of the increased losses being realized by large banks on loans to borrowers such as Enron who were 1 See Drucker and Puri (2005) for an excellent survey on this topic. known to pay large investment banking fees? Is the “pay to play” practice leading to a concentration of bad credit risks among an increasingly smaller number of banks? What are the systematic implications of this distortion?” These concerns are shared among corporate executives, 2 investment banks and the financial press.3 To summarize, this “tying” or “pay to play” story suggests that banks charge lower interest rates for loans that are bundled with underwriting deals and might extend credit to otherwise unqualified borrowers, which could adversely affect the banks themselves as well as the whole financial system.4 Another popular explanation for lower interest rates charged in bundled loans is the existence of informational economies of scope. When a bank jointly provides lending and underwriting services, it can use the same company-specific information on both fronts, thus reducing its information acquisition costs. If it so chooses, the bank can then pass on the cost saving to the customer in the form of a lower interest rate. While both the pay to play story and the informational scope economies story can potentially explain why banks offer discounted interest rates in bundled loans, previous studies that test their validity have ignored the possibility that bundling may not be exogenous. Specifically, what if some unobserved company characteristics that lead a bank to provide the bundled transaction also lead the bank to charge a lower interest on the loan in the bundled transaction? If we do not control for this selection, we might overestimate the effects of bundling on loan pricing. Therefore, it is quite possible that 2 See the survey conducted by the Association for Financial Professionals in 2004. For example, according to The Economist of January 9, 2003, many of the biggest banks have used cutprice loans to win lucrative business previously reserved for investment banks. 4 Although bundling does not necessarily imply “tying,” which is illegal for commercial banks, it is very hard to tell one from another in practice. For example, in its interpretation of section 106 of the Bank Holding Company Act Amendments of 1970 (see 68 Fed. Reg. 52024 (August 29, 2003)), Federal Reserve gives the conditions under which bundling of lending and underwriting services constitutes illegal tying. However, these conditions are very hard to verify due to the lack of explicit “tying” agreements between bank and companies. This is probably the reason why the U.S. General Accounting Office (GAO) finds no evidence of the tying practices (see the report at www.gao.gov/cgi-bin/getrpt?GAO-04-3). 3 2 the interest rate discount charged in bundled loans might simply reflect the banks’ selection based on their private information. 5 Having laid out the selection story, next I would like to get a better idea about which unobserved company characteristics are most likely to affect both the bundling decision and the loan pricing. Since possessing these characteristics is associated with receiving lower interest rates, a natural candidate is probably borrower quality. It is reasonable to assume that bank select better quality clients for bundled services. People have found that when lending-relationship banks provide underwriting services to the borrowers, the underwritten securities are generally better priced (Kroszner and Rajan (1997) and Gande et. al. (1997), etc.). This is consistent with lending banks providing underwriting services to higher-quality borrowers. One of the reasons why client quality affects bank’s bundling decision is that when a bank provides bundled lending and underwriting services to a customer, it leaves itself exposed to the same client on two fronts: it puts its financial capital at risk on the lending front, and it puts its reputation capital at risk on the underwriting front. If the borrower in question later performs badly, the bank will be impacted adversely on both fronts. Thus, due to the increased risk, it is reasonable to think a bank would be more careful in doing its due-diligence and would choose higherquality clients to whom to provide joints services. A bank assesses a client’s quality based not only on public information but also on its private information, which is not observable to the econometrician. Say a bank has two clients with almost identical publicly observable characteristics, but the bank has more favorable private information about one company. As a result, the bank might provide bundled services to this client and charge a fair interest rate. However, this fair interest rate charged in the bundled loan will appear lower to us as econometricians, since we do not have access to bank’s private information. Therefore, it is quite possible that the yield discount observed in prior work may then simply reflect the selection bias due to the 5 There is a close analogy between this story and Campa and Kedia’s (2002) argument for the diversification discount. I argue that bundling is not exogenous and unobserved characteristics of borrowers both cause a bank to provide bundled loans and to charge lower interest. Thus, the interest discount in bundled loans might be due to selection bias. Campa and Kedia (2002) argue that firms self-select to diversify. Certain unobserved firm characteristics, which cause firms to diversify, also cause them to be discounted. Self selection may thus explain the diversification discount. 3 bank’s private information about the unobserved higher-quality of bundled-loan clients. I call this the “private information” story or “unobserved higher-quality” story. The “unobserved higher-quality” story provides new predictions about the pricing of bundled loans and the quality of bundled-loan clients. Testing this story is not easy, since it involves testing for the effects of unobservables. Here I employ two strategies. The first strategy is to use an econometric method to explicitly correct for the bank’s selection in its bundling decision. If the higher client quality hypothesis is correct, we would expect to see no interest rate discount after correcting for the selection. The second strategy examines the ex-post performance of bundled-loan clients or bundled loans; it is based on the simple intuition that a bank’s private information regarding unobserved client quality will be revealed eventually. If banks provide bundled loans predominantly to clients for whom they have more favorable private information, then bundled-loan clients and bundled loans should perform better ex-post. In addition, ex-post performance analysis could also shed light on how bundling of lending and underwriting services affects the health and stability of the financial system. This is the very reason why bundling has attracted significant regulatory attention. Following previous literature, I define a “bundled loan” as a loan to a borrower that issues bonds or shares around the loan origination date and for which the lead lender acts as lead underwriter. To make an apples-to-apples comparison, I define a “non-bundled loan” as a loan with a security issue around the loan origination date that is underwritten by a financial institution other than the lead lender. Therefore, all loans in my sample have security issues around their origination dates, and the only difference between bundled loans and non-bundled loans is whether or not the lead lender acts as lead underwriter. My sample consists of 10,053 loan facilities from 1994 to 2004 covering 2,896 companies. Of these, 2,486 loans (25%) are classified as bundled. Using OLS, I reproduce the results in previous studies and find that bundled loans have lower yields than comparable non-bundled loans. However, the interest rate discount in bundled loans disappears when I control for the selectivity in the bundling using a treatment effects model. My instrument is based on time series and cross-sectional 4 variation in exogenous regulatory constraints on different commercial banks’ ability to underwrite securities issues. Moreover, I find that the coefficient of the correction term for selection, the inverse mills ratio, is negative and significant. This suggests that bank’s private information about bundled-loan clients is negatively related to the interest rate. The unobserved higher quality of bundled-loan clients allows a bank to offer them bundled loans and to charge lower interest. Thus, the bundled-loan interest discount found in previous studies appears to be due to unobserved higher client quality, not to bundling per se. This finding is consistent with the “unobserved higher quality” story I propose. Examining the ex-post performance of borrowers that receive bundled services allows me to further discriminate among the three candidate explanations. If, as the pay to play story and anecdotal evidence suggest, banks take on bad credit or disregard high default probability for the sake of their higher-margin underwriting business, bundled-loan clients should perform worse ex-post compared to other borrowers. The informational economies of scope story offers no clear prediction about ex-post performance, for it does not take a stand on the quality of the customers involved. The “unobserved higher quality” story, however, predicts that bundled-loan clients should perform better ex-post since banks provide bundled service predominantly to their higher-quality clients; and higher quality should eventually be revealed in the form of better ex-post performance. To examine ex-post performance, I look at three different sets of performance proxies. The first two are the distance to default (DD) measure (based on the KMV-Merton model) and Altman’s (1968) Z-score measure, which are popular proxies for credit risk. I find that after loan origination, the distance to default and Z-score measures improve for bundled-loan clients and deteriorate for non-bundled-loan clients. My third performance proxy is based on borrowers’ default rates and credit rating downgrade probabilities. Using Standard & Poor’s default and rating migration data, I find that bundled-loan clients default less frequently and are less likely to receive rating downgrades than are non-bundled-loan clients in the sample. Superior performance among bundled-loan clients is consistent with the “unobserved higher-quality” story. Interestingly, these differences in ex-post performance are more pronounced among smaller and unrated 5 borrowers. This is consistent with the view that smaller companies and unrated companies are generally more informationally opaque; therefore, a bank’s private information should play a bigger role in differentiating a good client from a bad client. Finally, the recent rapid development of a secondary market for syndicated loans provides an opportunity to study the ex-post performance of the loans directly. Using loan quote data from the LSTA/LPC secondary market price database, I compare the return performance of bundled loans and non-bundled loans using the cumulative abnormal return (CAR), buy-and-hold abnormal return (BHAR), and calendar-time portfolio methods. Each shows that bundled loans perform better than non-bundled loans. These results further support the hypothesis that banks provide bundled services predominantly to higher quality clients. This paper makes several contributions to the existing literature and to the public debate. First, the majority of previous papers on universal banking focus the study on underwritten securities. My paper is among the first few to study bundled loans, which are an important component of bundled transactions. Second, this paper takes into account a bank’s selection based on its private information. This had been ignored in previous studies. That banks have private information about their clients is one of the main reasons banks are viewed as “special” (Fama (1985)). My results show that ignoring banks’ specialness may lead to incorrect inference. Third, this paper is the first to investigate how bundling affects the ex-post performance of loans. Better ex-post performance of bundled loans and bundled-loan clients is consistent with the conjecture that banks provide bundled transactions predominantly to higher-quality clients. This provides support for giving commercial banks more commercial freedom and suggests that concerns about the possible negative effects of bundling on the health of financial system seem unfounded. Fourth, my results add to the large credit risk literature by highlighting that when studying default risk, it is important to take into account whether a loan is bundled. This paper also adds to our understanding of the secondary loan market by identifying an important performance driver in this market. Finally, this study adds to the on-going discussion in regulatory circles and the academic literature concerning the practice of product-tying by universal banks. Once I account for the decision to bundle, I 6 find that there is no interest rate discount in bundled loans. Thus, there is little evidence of tying. The remainder of the paper is structured as follows. The next section briefly discusses prior related literature. Section II presents the data and sample construction. Section III presents the results for the pricing of bundled loans. Section IV presents the results concerning the ex-post performance of bundled-loan clients. Section V looks at the expost performance of bundled loans in the secondary market. Section VI concludes. I. Literature Review Theoretical papers about bundling lending and underwriting services (e.g. Kanatas and Qi (1998, 2003), Puri (1999) and Rajan (2002)) model the tradeoff between the costs and benefits of providing joint services. I briefly summarize their main points. Joint provision of lending and underwriting services has three main potential benefits. The private information banks collect through the lending relationship can be used to certify the borrower’s value to the public market. This helps mitigate adverse selection problems, possibly allowing the firm to sell its securities at higher prices. This is often referred to as the certification hypothesis. Second, using the same information for different products allows a bank to achieve informational economies of scope. Third, tying lending to underwriting by discounting loans may benefit the bank through expansion of its investment banking business. On the cost side, the literature has focused on potential conflicts of interest. Chiefly, when a bank has negative private information about a firm, it may help the firm issue public securities to repay its outstanding loans. Most of the empirical work has focused on testing the certification hypothesis against the conflicts of interest hypothesis. Researchers have used data from before the 1933 GlassSteagall Act (which separated lending and underwriting) and from the late 1980s (when Glass-Steagall constraints began to be eased) to examine the ex-ante pricing and ex-post performance of underwritten securities. Puri (1996), Kroszner and Rajan (1997), Gande et. al. (1997), Roten and Mullineaux (2002), and Schenone (2004) investigate how prior lending relationships affect the ex-ante pricing of underwritten public securities, such as 7 corporate bonds and IPOs of equity. Ang and Richardson (1994), Kroszner and Rajan (1994), and Puri (1994) examine how lending relationships affect the default probability of corporate bonds. Benzoni and Schenone (2004) examine the long-run performance of equity offerings underwritten by lending-relationship banks. In general, these papers find little evidence supporting the existence of conflicts of interest. Securities underwritten by relationship banks are generally priced no worse and sometimes better than similar issues by non-relationship banks. Overall, public securities underwritten by relationship banks perform better than those underwritten by non-relationship banks. In addition, previous studies also investigate whether bundling of lending and underwriting services affects underwriting fees. Sufi (2004) and Drucker and Puri (2005) find that banks charge lower underwriting fees when they jointly provide lending and underwriting services. Nearly all these empirical papers analyze the underwriting part of the deal. Few have examined key issues about the loan part. Noted exceptions include Brav et. al. (2006), Calomiris and Pornrojnangkool (2006), and Drucker and Puri (2005). Brav et. al. (2006) compare loans issued right after an IPO or an SEO with other loans and find no interest rate differential between them. Note that given their focus on potential risk explanations for long-run underperformance following equity issues, Brav et al. do not require that the same bank provides the lending and underwriting services; thus the underwriter may not be the lender. However, to test the stories outlined in the introduction, in this paper I examine cases where the lending and underwriting services come from the same bank. Calomiris and Pornrojnangkool (2006) investigate how the banking relationships that combine lending and underwriting services affect the terms of lending and the underwriting costs. They find that banks price loans and underwriting services in a strategic way to extract value from their relationships. Drucker and Puri (2005) investigate cases where banks jointly provide lending and SEO underwriting services to the same customer around the same time. They use the propensity score matching method to compare the spreads of bundled loans with those of other loans. They find bundled loans have lower interest rates than other loans. One important limitation of these studies is that they ignore a bank’s selection based on its private information. If the selection of 8 clients for bundled transactions is not random, then one cannot say for sure how bundling affects loan pricing without adjusting for the selection carefully. The secondary loan market has grown dramatically in recent years. However, relatively few studies have used secondary market loan data. Altman, Gande and Saunders (2004) compare the informational efficiency of the secondary loan market with the bond market by checking the market reaction to news events like bankruptcy and default, and find that the loan market is informatively more efficient. Allen and Gottesman (2005) investigate the informational efficiency of the loan market compared to the equity market, and find the equity market and syndicated loan market are highly integrated such that information flows freely across markets. Moerman (2005) investigates how the information asymmetry and financial reporting quality of a company affect the bid-ask spread of its loans in the secondary market. She finds that bid-ask spread is positively related to information asymmetry and timely incorporation of economic losses into financial statements reduces the bid-ask spread. II. Data and Sample A. Sample Selection and Definition of Bundled Loans My dataset combines data from different sources. Loan information (such as borrower identity, lenders, origination date, yield spread, amount, maturity, loan purpose, loan type, and borrower credit rating) comes from the Loan Pricing Corporation’s (LPC) DealScan database. Secondary market data for syndicated loans are from the Loan Syndications and Trading Association (LSTA) and LPC mark-to-market pricing service. Underwriting information (such as issuer identity, underwriters, issue date, and security type) comes from Thomson Financial’s Securities Data Corporation (SDC) Platinum database. Rating migration and default data are from Standard & Poor’s Credit Pro database. I also use CRSP and Compustat to retrieve relevant company information. Linking the different databases together is not an easy task, especially since the loan databases only have 9 borrower names as the identifier.6 Therefore, I carefully hand-match the borrowers in Dealscan to the issuers in SDC, and then I match to the companies in Compustat/CRSP. My sample period runs from 1994 to 2004. The main reason for this is data availability. The earliest loans that show up in the secondary market loan database were originated in 1994. Moreover, the loan data in Dealscan became comprehensive after 1994. These are major reasons why my sample period begins in 1994. That there were few cases of bundled lending before 1994 should allay any concern regarding my sample start time. I use the following definition to capture instances in which a bank bundles lending and underwriting services and jointly provides them to a customer. If a bank gives a solelender loan or leads a loan syndicate and also underwrites a security issue for the same company in the time period from one year before to one year after the loan origination date, I classify the loan as a “bundled loan.” Definition of the comparison group (i.e. “non-bundled loans”) is very important to get meaningful inference. To compare “bundled loans” with stand-alone loans is not fair in the sense that borrowers that also issue securities around the loan may be fundamentally different from borrowers that do not issue securities. To make an apples-to-apples comparison and provide a stronger test of the “unobserved higher-quality” story against other stories, I define “non-bundled loans” as follows. If a bank gives a sole-lender loan or leads a loan syndicate to a company and the same company issues securities underwritten by a bank other than the loan lead lender in the time period from one year before to one year after the loan origination date, I classify the loan as a “non-bundled loan.” Therefore, all loans in my sample have security issues around the loan origination dates, and the only difference between bundled loans and non-bundled loans is whether underwriting is provided by the lead lender or not.7 The choices of one year before and one year after are arbitrary. As a robustness check, I also run the analyses using six-month intervals in the bundling definition. The results are qualitatively similar. The definition of bundled loans is similar to that used in Drucker 6 7 Some of the loans have ticker information for the borrowers, but many of these prove unreliable. Including stand-alone loans leads to stronger results. 10 and Puri (2005) with the exception that they only consider seasoned equity offerings (SEO), whereas I consider all underwritten transactions, including all debt and equity underwriting, to give a complete picture of bundling.8 I also apply several filters to the loan data. First, I only consider dollar-denominated, completed loans to US companies. Second, I remove loans to borrowers with one digit SIC code 6 (financial institutions) and 9 (government agencies, etc.) Third, since most bundled loans involve public companies, I only consider loans involving them. B. Loan Characteristics and Borrower Characteristics The LPC DealScan database from which I obtain loan data has been extensively documented in the literature.9 LPC reports loan data at the “facility” level as well as the “deal” level. A deal can be structured into different facilities. Facilities differ in origination date, type, amount, and maturity. The unit of observation used in this study is a loan facility. All empirical results in this paper are qualitatively unchanged if I do the analysis at the deal level, using the facility with the largest amount and earliest origination date in the deal as a proxy. The first part of the paper looks at loan pricing. To measure pricing, I use the variable “All in Spread Drawn” (AISD), which is total annual spread paid over LIBOR for each dollar drawn down. To control for other loan characteristics that have been shown to affect loan pricing, I include loan amount, loan maturity, whether the loan is syndicated or not, loan type, and loan purpose. To control for borrower credit risk and information opacity, I include credit rating, size, leverage, equity return volatility, and profitability. Dealscan provides the borrower’s long term debt credit rating at loan origination. I supplement this with the rating information from the S&P Credit Pro database. The second part of the paper examines the ex-post change in credit quality. Here I use two proxies for credit quality. The first one is the distance to default (DD) measure based on the KMV model and ultimately on the structural model of Merton (1974). Following 8 9 Removing private offerings and removing shelf-registered offerings don’t affect the results. For detailed information about the Dealscan database, see Carey, Post, and Sharpe (1998). 11 KMV, I define distance to default based on how many standard deviations a company’s asset value is currently above its debt value. See Appendix B for a detailed definition. The second proxy is Altman’s (1968) Z-score, which is an index calculated from accounting ratios. I compute both the distance to default measure and the Z-score measure up to 2005. My accounting data are from Compustat. To ensure I use accounting information that is publicly available at loan origination, I use the following procedure similar to Bharath et. al. (2005). For a loan made in calendar year t, I use fiscal year t data only if the loan origination date is at least 6 months after the fiscal year end. Otherwise, I use fiscal year t-1 data. For more detailed variable definitions, see Appendix A. C. Lender Characteristics and Previous Lending Relationships In order to define bundled loans and control for lender characteristics and previous relationships with borrowers, I must solve two issues. First, I need to identify the lead banks in every loan. For sole-lender loans, this is trivial. For syndicated loans, since many features of loan contracts are not standardized, grouping lenders into lead banks and participants requires a few subjective criteria. Following Ivashina (2005), the administrative agent is defined to be the lead bank whenever available. If the administrative agent is not identified, I go down the list of book runner, lead arranger, lead bank, lead manager, agent, and arranger. Second, in the late 1990s, many mergers and acquisitions took place in the banking industry. I carefully track all mergers and acquisitions among lenders, and following Ljungqvist, Marston, and Wilhelm (2006), I assume that acquiring banks inherit the prior relationships and market shares of the target banks. Following previous literature, variables that capture lender reputation and relationship strengths are constructed as follows. I use loan market share to proxy for bank 12 reputation.10 The loan market share of bank i in year t is defined as the dollar amount of loans in LPC arranged by bank i in year t divided by the total dollar amount of loans made that year. Following Ljungqvist, Marston, and Wilhelm (2006), the lending relationship strength of bank i with company j is defined as bank i’s share of company j’s previous loans.11 If a loan is lead-managed by more than one bank, each lead bank is credited with an equal fractional share. Note my relationship strength variables vary from zero (no relationship) to one (exclusive relationship). Thus, in addition to capturing the existence of a relationship, these strength variables capture relationship intensity as well.12 D. Summary Statistics Table 1 shows the distribution and summary statistics of bundled loans. There are a total of 10,053 loan facilities from 1994 to 2004 satisfying the condition to be included in the study, i.e. there are security issues in the time period from one year before to one year after the loan origination. These loans are extended to 2,896 companies. Of these, 2,486 (25%) are classified as bundled loans, i.e. the security issue around the loan is underwritten by the lead lender. Panel A shows that overall, bundled lending trends positively with time. In 2002, more than 42% of loans in my sample are classified as bundled. Panel B breaks the sample based on loan type. I use 3 groups: Revolver (including 364-day facility), Term loan (including term loan B-D (institutional term loan)), and others.13 67% of the loans in my sample are revolvers. Revolving lines of credit and term loans have similar fraction of bundled loans. Panel C breaks the sample based on loan purpose, using seven groups: Acquisition lines, LBO/MBO, Takeover, Debt Repay/Recapitalization, Corporate Purpose, Working Capital, and other purposes.14 10 This is similar to Megginson and Weiss (1991). For company j at time t, I sum the loan amounts lead-managed by bank i and its predecessors in the previous 5 years, then divide it by the total amount of loans borrowed by company j in the previous 5 years. 12 All empirical results continue to hold if I use the number of loans instead of dollar amounts in the definition of market shares and relationship strength variables. In the cases where a loan facility has more than one lead bank, I sum up the market shares and relationship strength variables across lead banks. Results are robust to using the mean value or the maximum value across lead banks. 13 The empirical results are robust to other grouping schemes. For example, grouping 364-day facilities and revolvers separately and grouping term loans and term loans B-D separately give similar results. 14 The empirical results are robust to grouping Acquisition lines, LBO/MBO and Takeover together; they are also robust to grouping Corporate Purpose and Working Capital together. 11 13 The fraction of bundled loans differs across the loan purpose groups. I include year fixed effect, loan type, and loan purpose control in all the analyses. Panel D breaks the sample by credit rating. Investment-grade borrowers are more likely to receive bundled loans. In addition, compared to non-bundled loans, the distribution of ratings for bundled loans is tilted toward investment-grade borrowers: 39% of bundled loans are extended to investment-grade borrowers, whereas only 28% of non-bundled loans are extended to investment-grade borrowers. Superficially, this feature of the data is consistent with the conjecture that banks select their clients more prudently when choosing bundling services clients. Panel E contrasts various loan, borrower, and lender characteristics between bundled loans and non-bundled loans. Univariate comparison suggests that bundled loans yields are lower than non-bundled loan yields. The median yield spread for bundled loans is 100 basis points, while the median yield spread for non-bundled loans is 150 basis points. This difference is statistically significant, as is the difference in means. In addition, bundled loans are generally larger in size, longer in maturity, and more likely to be syndicated. Borrowers receiving bundled services are usually better rated, larger, more highly leveraged, less volatile, and more profitable. The lead banks in bundled loans are generally more reputable and have closer relationships to the borrowers. And the fraction of loans lead managed by financial institutions other than commercial banks (say investment banks) is higher in bundled loans. The key element in the story I propose is a bank’s private information about unobserved client quality. To test this story, I will carefully control for the observable differences between bundled loans and non-bundled loans when examining their pricing and ex-post performance. III. The Pricing of Bundled Loans A. Empirical Model Drucker and Puri (2005) document a yield discount between bundled loans and other loans using the propensity score matching method. However, as the authors acknowledge, matching models assume that unobservable private information does not affect loan 14 pricing.15 My “unobserved higher-quality” story says that the private information, which banks use in deciding to jointly provide lending and underwriting services, is also used to price bundled loans. Thus, one needs to adjust for the endogeneity present in the decision to bundle before assessing interest rate differentials.16 I implement a “treatment effects” model 17 to explicitly adjust for the endogeneity of bundling decision. I model loan yield spread as YieldSpread = δ 0 + δ 1 ⋅ X + δ 2 ⋅ BundledLoan + ε (1) where X is a set of exogenous observable characteristics of loan, borrower, and lender, and BundledLoan is a dummy variable taking the value one if the loan is bundled, and zero otherwise. Coefficient δ 2 is the key parameter of interest. It estimates the interest rate difference between bundled loans and non-bundled loans. According to my “unobserved higher-quality” hypothesis, bundling is not exogenous. I assume the bank’s decision model is BundledLoa n = 1 if β ⋅ Z + υ > 0 (2) BundledLoan = 0 if β ⋅ Z + υ <= 0 where Z is a set of observable variables that can potentially affect whether the loan is bundled, and υ is an error term. Following the standard assumption in Heckman’s (1979) two stage procedure, I assume the error terms ε and υ follow a bivariate normal distribution with means zero and standard deviations σ e and 1 and correlation ρ. Under this assumption, 15 See Li and Prabhala (2005) for an excellent survey of matching and self-selection models in finance. I replicate the propensity score matching used in Drucker and Puri (2005) on my sample. Even in my sample (which includes both equity and debt issues, and requires that all loans have underwriting around), their results hold: Bundled loans have lower interest rates than matched non-bundled loans. These results are available on request. 17 The same model has also been used in Campa and Kedia (2002) among others. 16 15 E (YieldSpread | BundledLoan = 1) = δ 0 + δ 1 ⋅ X + δ 2 + E (ε | BundledLoan = 1) = δ 0 + δ 1 ⋅ X + δ 2 + ρ ⋅ σ e ⋅ λ1 where λ1 = E (υ | BundledLoan = 1) = φ (β ⋅ Z ) Φ( β ⋅ Z ) and E (YieldSpread | BundledLoan = 0) = δ 0 + δ 1 ⋅ X + E (ε | BundledLoan = 0) = δ 0 + δ 1 ⋅ X + ρ ⋅ σ e ⋅ λ2 where λ 2 = E (υ | BundledLoan = 0) = − φ (β ⋅ Z ) 1 − Φ(β ⋅ Z ) OLS estimate of δ 2 is given by E (YieldSpread | BundledLoan = 1) − E (YieldSpread | BundledLoan = 0) = δ 2 + ρ ⋅σ e ⋅ φ (β ⋅ Z ) (3) Φ ( β ⋅ Z )(1 − Φ ( β ⋅ Z )) Therefore, if the error terms ε and υ are correlated (i.e. ρ ≠ 0 ), then the OLS estimate of δ 2 is biased, and the direction of bias depends on the sign of ρ. My “unobserved higher-quality” hypothesis says that banks provide bundled services to higher-quality clients. A bank’s private information about unobserved higher quality of clients, which induces the bank to provide bundled services, also causes the bank to charge lower interests. In equation (2), error termυ includes variables affecting the bank’s decision of bundling not explained by observables. Thus, υ can be viewed as the bank’s private information about client quality. If, as hypothesized by my story, a bank’s private information and the interest rate charged are negatively correlated (i.e. correlation ρ between error terms ε and υ is negative), then the estimated interest rate discount for bundled loans using OLS is downward biased. To account for the effects of selection bias, I follow a two-step estimation procedure detailed in Maddala (1983). I first estimate equation (2) using a Probit model to get a consistent estimator of β. I then use the estimated β to calculate λ 1 and λ 2 , the correction terms for bank’s selection. In the second step, I estimate δ by estimating 16 YieldSpread = δ 0 + δ 1 ⋅ X + δ 2 ⋅ BundledLoan + δ λ ⋅ lambda + µ (4) where δ λ = ρ ⋅ σ e and lambda is the correction term for selection and defined as lambda = λ1 ⋅ BundledLoan + λ 2 ⋅ (1 − BundledLoan) In this equation, the coefficient δ 2 indicates whether there is an interest rate discount after correcting for selection, and the coefficient δ λ captures the relation between bank’s private information and loan interest rate. B. Identification and Instrumental Variable For identification, the bundled-lending decision equation (2) must include one or more instrumental variables not included in the loan yield equation (1).18 An instrument must satisfy two conditions: (a) it affects whether the loan is bundled or not; and (b) it is not directly related to the interest rate. My choice of instrument is guided by economic considerations and is based on suitably exogenous changes in regulation. Recall that the difference between bundled and non-bundled loans is whether the security issue around the loan origination date is underwritten by the lead lender. I use as instrument time series and cross-sectional variation in regulatory constraints on a lender’s ability to underwrite such securities. This variable is constructed from the graduated way in which commercial banks were allowed to (re-) enter the underwriting market. On January 18, 1989, the Federal Reserve began to allow so called Section 20 subsidiaries of commercial banks to underwrite first corporate debt and later equity securities subject to a 5 percent annual revenue cap. This cap was raised to 10 percent on September 14, 1989 and then to 25 percent on March 6, 1997 (announced on December 20, 1996). On November 12, 1999, the cap was lifted following the passage of the Gramm-Leach-Bliley Act. In addition to this time series variation, there is cross-sectional variation in the dates 18 Without instrumental variables, the inverse mills ratio terms are simply non-linear function of X, so the model can still be identified by assuming normality. However, it is well known that identification by functional form alone in this model often leads to very unstable and unreliable estimates of the parameters (Little, 1985). 17 on which banks were granted underwriting authority for the first time, and these dates sometimes varied for different types of securities for a given bank. How binding the revenue cap is at a particular time clearly affects a lending bank’s underwriting decision, which translates into whether a loan is bundled or not. Unfortunately, commercial banks’ Section 20 underwriting revenues are not publicly disclosed, so it is not possible to directly measure directly how constrained each bank is at any point in time. Instead, to measure how constrained a bank might be at the time of a loan client’s security issue, for each lead lender, I measure how long the bank has operated under its then-current cap. Consider a hypothetical bank receiving Section-20 underwriting approval in 1990 and examine its underwriting situation over time. In 1991, the bank was probably not bound by the 10% revenue cap since it just received permission to underwrite securities. However, in 1996, having had five more years to grow its underwriting business, the bank probably felt more constrained by the cap. The increase of the revenue cap in 1997 loosened the constraint dramatically because the bank suddenly received greater underwriting freedom. Thus, the longer the current cap has been in place, the more likely it is that it will bind, affecting a bank’s probability of bundling a loan in ways that are unrelated to any characteristics of the borrower, and hence to the required interest rate. Formally, I measure this as follows:19 Constra int = 1 − (Tnext _ dereg − Tissue ) (Tnext _ dereg − max(T prev _ dereg , Tsec 20 _ app _ date )) (5) where Tnext _ dereg is the next regulatory change date after the security issue, Tissue is the security issue date, T pre _ dereg is the previous regulatory change date before the security issue, and Tsec 20 _ app _ date is the Section 20 subsidiary approval date of the lead lender.20 If 19 If there are more than two security issues around the loan, I will consider loan date. Using any of the security issue dates (earlier date or later date) doesn’t change the results. 20 For investment banks, the constraint is set to be 0, since the regulation is only applied to commercial banks. For loans before the approval of Section 20 subsidiary, the constraint is set to be 1 since the bank is not eligible to underwrite the security at that time. By construction, the constraint variable is bounded 18 a security issue is closer to the next regulatory change date (so that the current cap has been in effect for longer), the lender’s underwriting constraint is more likely to bind, so the lender is less likely to underwrite the client’s security issue and the loan is less likely to be bundled. At the same time, since this instrument is constructed from exogenous regulatory changes, it is difficult to see how it would affect loan yields directly. Univariate comparison in Table 1 shows that the constraint variable differs significantly for bundled loans and non-bundled loans. Banks that offer bundled loans have a lower underwriting constraint. The mean and median differences are both statistically significant. Table 2 presents the first-stage probit results predicting whether a loan is bundled or not as a function of the instrument and other controls. The coefficient on the instrument is significant with the expected sign. Lead lenders with a higher underwriting constraint at the time of the security issue are less likely to underwrite the deal.21 C. Regression Results In Table 3, the OLS results suggest that bundled loans offer a yield discount of between 11 and 38 basis points depending on the specification. However, after I adjust for endogeneity using a treatment effects model, the coefficient on the bundled lending variable ( δ 2 ) becomes insignificant. The negative coefficient on δ 2 in the OLS specification is soaked up by the coefficient on lambda, the inverse mills ratio. This sign change of the coefficient on δ 2 indicates that there is a downward bias in the OLS estimate. More importantly, the negative coefficient on lambda suggests that banks’ private information about unobserved characteristics of the borrower is negatively correlated to the interest rate. Therefore, the private information most likely concerns the borrower’s unobserved good quality, which induces the bank to provide both lending and underwriting services to the same customer; it also causes the bank to charge a lower interest rate. So the interest rate discount of bundled loans found in previous studies is between 0 and 1 to make it comparable across different loans. Value 0 corresponds to no constraint or very low constraint; on the other hand, value 1 corresponds to very high constraint or complete ineligibility. 21 Note that the instrument captures intrinsic variation in underwriting constraints; extrinsic variation (between commercial banks and investment banks) is separately controlled for in Model 4 of Table 2. 19 due to the “unobserved” higher client quality, not the bundling. This result is consistent with the “unobserved higher-quality” story.22 Other variables behave as expected and concur with findings in the existing literature. Generally, I find larger loans, syndicated loans, and those of longer maturity have lower yield spreads. Loans given to larger companies and companies with better credit ratings, lower leverage, lower equity return volatility, or higher profitability offer lower yield spreads. Bank characteristics and bank-company relationships also affect loan yields. Loans from banks with better reputation, from banks with closer lending relationships with the borrower, and from commercial banks offer lower yield spreads. In conclusion, the results in Table 3 show that after adjusting for the endogeneity present in the decision to bundle, there is no interest rate discount. The coefficient on the selection correction term lambda is significant and negative. These results are consistent with the “unobserved higher-quality” story. IV. Ex-Post Performance of Bundled-loan clients The findings of the previous section are generated using an econometric model. The reliability of the results depends on several assumptions (e.g. bi-variate normality of the errors in selection and valuation model). To directly support the “unobserved higher quality” story, I examine the ex-post performance of bundled-loan clients and bundled loans. In the next two sections, I ask whether bundled-loan clients and bundled loans perform better after loan origination. This will help to further distinguish the “unobserved higher-quality” story from the other stories. According to the “unobserved higherquality” story, banks predominantly provide bundled services to clients for whom banks have more favorable private information. If true, bundled-loan clients and bundled loans will perform better ex-post. Moreover, examining ex-post performance can also shed 22 For robustness check, I also implement the traditional instrumental variable (IV) model. Again, I find no interest rate discount using this model. To implement the IV model, I follow Procedure 18.1 in Wooldridge (2001, page 623). This procedure is different from the traditional 2SLS, since the first stage is not a linear model. Instead of using the fitted probability from the first stage to directly replace the dummy variable BundledLoan in the second stage, this procedure uses the fitted probability as an instrument for bundling status. Wooldridge argues that this procedure is better than directly replacing the dummy variable with the fitted probability. See Wooldridge (2001) for more details. 20 light on the question how the practice of bundling affects the health and stability of the financial system. A. Ex-post Change in Distance to Default and Altman’s Z-score To the extent that the relevant unobserved characteristic is a client’s credit quality, I consider the distance to default (DD) measure (based on the KMV-Merton model) and Altman’s (1968) Z-score; these are the popular proxies for credit quality. I measure expost performance starting at one year after the loan origination date, since I use a oneyear window after loan origination to define bundled loans. I track performance for the next 2, 3, 4 and 5 years, respectively. For example, the change in distance to default for the next 4 years is measured as DD 4 years from the loan origination minus DD 1 year from the loan origination. Distance to default measures how many standard deviations a company’s asset value is currently above its debt value. Altman’s Z-score is an index calculated from accounting ratios. Higher values of DD and Z-score are generally associated with higher credit quality. My story predicts one should observe a larger increase (or a smaller decrease) in the DD and Z-score measures for bundled-loan clients than for non-bundled-loan clients. Univariate results in Table 1 show a clear difference in the ex-post performance of bundled-loan clients vs. non-bundled-loan clients. Starting one year from loan origination, the distance to default measure rises for bundled-loan clients and falls for non-bundledloan clients. The difference is both statistically and economically significant. For example, looking at the change from t+1 to t+4, on average, distance to default for bundled-loan clients rises by 0.528 and decreases by 0.116 for non-bundled-loan clients. The difference is 0.644, which is large given the average distance to default level is 2.5. Table 4 reports regression results with ex-post changes in DD and Z-score as dependent variables. The unit of observation is still a loan facility. In addition to the controls used before, I also control for the level of DD or Z-score measured at the month-end before the loan origination date. The regression results mirror the univariate results and show that distance to default rises significantly more for bundled-loan clients over the next 2 to 5 21 years. Regressions using the Z-score as the dependent variable give similar results. Other variables behave as expected. For example, distance to default increases more for more profitable companies and increases less for companies with higher equity return volatility. Interestingly, the coefficients on the DD and Z-score level variable are significant negative, suggesting both DD and Z-score exhibit mean reversion tendencies. Since all the loans in my sample are accompanied by underwriting around their origination dates, I also do the analysis controlling for underwriting types (debt or equity) and event sequence (underwriting before the loan or after). The first two columns in Table 5 report the results with these additional controls. Results indicate that underwriting type and event sequence do not significantly affect the change in distance to default. In an unreported regression, I find similar results using changes in Altman’s Zscore as the dependent variable. The last two columns in Table 5 test if bundling affects smaller borrowers and larger borrowers differently and if it affects unrated borrowers and rated borrowers differently. Interestingly, the effects of bundling on ex-post performance are stronger for smaller borrowers and unrated borrowers. This is consistent with the “unobserved higher-quality” story. Smaller borrowers and unrated borrowers are usually more informationally opaque. Therefore, for these borrowers, a bank’s private information will play a larger role in differentiating client quality. The results in this section show that distance to default and Altman’s Z-score increase more after loan origination for bundled-loan clients. To the extent that these increases indicate higher client quality, these findings provide additional support for the “unobserved higher-quality” story. B. Ex-post Default Rates and Rating Downgrade Probabilities of Bundled-loan clients Actual default rates and rating downgrade probabilities are alternative measures of borrowers’ ex-post performance. If bundled-loan clients are indeed higher quality clients, one would expect to see lower default rates and lower rating downgrade probabilities for them after loan origination. 22 In this section, I restrict my analysis to companies in my loan sample for which I have default and rating migration information from Standard & Poor’s Credit Pro database.23 The loan sample is reduced to 4,374, involving 1,551 companies. Default and rating change data are at the company level. The unit of observation in the analysis is still a loan facility. I consider whether the borrower defaults or receives rating downgrades within the next 2 to 5 years. Consistent with the previous section, I examine default and rating changes starting from one year after loan origination. A default is defined as S&P setting a company’s credit rating to “D”. A rating downgrade is defined as a borrower’s credit rating dropping by at least one letter (e.g. from AA to A).24 Rating decreases within the same letter level, such as from AA+ to AA, are not treated as downgrades. The default and rating change data extend to March 2006. The latest loan origination date in my sample is year end of 2004, so I can still track performance for the next two years. This should mitigate some right-censoring concerns. As a robustness check, I also conduct the same analyses on samples in which loans are not restricted by the artificial end date of March 2006. For example, when I consider default rates within the next 3 years, I also analyze the sub-sample that includes only loans originating before March 2003. The results are qualitatively similar. Figure 1 shows the distribution of default events at the borrower level. Out of the 1,551 companies in the sample, 337 (around 22%) defaulted between 1994 and March 2006 in a total of 357 default events. Many defaults occurred in 2001 and 2002 after the dot-com “bubble” burst. The default rates and default distribution across the years are comparable to those reported in Duffie, Saita, and Wang (2005). The uneven distribution of default rates across time calls for including year fixed effects in my analysis. Table 6 reports the results of probit models in which the dependent variable equals one if the borrower defaults within the next 2, 3, 4 or 5 years, respectively. Regardless of the time horizon, bundled-loan clients are significantly less likely to default, and the economic significance is large. For example, compared to non-bundled-loan clients, 23 Otherwise, I am not completely sure if the company does not default or if I fail to find it. Here I ignore whether there is rating upgrade or not. If I instead define a rating downgrade to occur when there are rating downgrades but no rating upgrades, the results are similar. 24 23 bundled-loan clients are 1.6% less likely to default within the next 3 years. Considering the average three-year default rate is around 6%, this is statistically and economically significant. Other control variables behave as expected. For example, consistent with Shumway (2001), less profitable borrowers and borrowers with higher leverage and larger equity return volatility default more. In Table 7, I consider additional control variables. Consider a borrower’s default rate within the next 3 years as an example. Although I have controlled for the borrower’s credit rating in the analysis, I add the distance to default measure to my regressions to further control for the borrower’s credit risk. As expected, borrowers with larger distance to default are less likely to default. Furthermore, I also control for underwriting type and event sequence as in the previous section. Interestingly, I find that borrowers with equity issues around loan origination are significantly less likely to default. This is because issuing more equity lowers the leverage and makes default less likely. Event sequence does not predict default. The last two columns examine how the effects of bundling on default rates depend on borrower size and rating status. The effects are again stronger for smaller companies and unrated companies. Note here the differences in the effects are statistically significant. These findings are consistent with the “unobserved higher-quality” story. Default is an extreme event. Therefore, as a robustness check, I also examine borrowers’ rating downgrade probabilities. Table 8 reports multivariate models of rating downgrade probabilities. The dependent variable is a dummy with value 1 if the borrower receives a rating downgrade within the next 3 years after loan origination. Results are similar to those in Table 7. Borrowers of bundled loans are significantly less likely to receive rating downgrades than borrowers of non-bundled loans. Although not statistically significant, the results are more pronounced for smaller borrowers and unrated borrowers. In conclusion, the results in this section show companies receiving bundled services perform better ex-post. After loan origination, distance to default and Altman’s Z-score increase more for them, and they are less likely to default or receive rating downgrades. 24 These results support the “unobserved higher-quality” story that bundled transactions are predominantly provided to higher-quality firms. V. Ex-Post Performance of Bundled Loans in the Secondary Loan Market The previous section investigates ex-post performance of bundled loan borrowers in terms of credit risk. This section looks at ex-post performance in terms of bundled loan returns in the secondary loan market. A. Brief Introduction of the Secondary Syndicated Loan Market The markets for syndicated loans consist of a primary market and a secondary market. Loans are originated and shared among the syndicate members in the primary market. In the secondary market, a lender can sell portions of its loan after the close of the primary syndication. The secondary loan market has grown rapidly in the past 15 years, with trading volume increasing from $8 billion in 1991 to $176.34 billion in 2005 (see Figure 2, taken from LPC).25 In the beginning, mainly banks traded in the secondary loan market. Recently, institutional investors, including prime funds, Collateralized Loan Obligations (CLO), finance companies, hedge funds, and pension funds, have also joined the market. Individual investors do not participate directly. This exclusion likely removes noise trading impact on prices and makes syndicated loan prices more informationally efficient. Altman, Gande, and Saunders (2004) demonstrate the informational efficiency of the secondary loan market. B. Sample Selection and Empirical Methods 25 There are many reasons behind the recent strong growth in the secondary loan market, including the adoption of the Basel Capital Accords, the adoption of SEC Rule 144A, the foundation of the Loan Syndication and Trading Association (LSTA), the development of the credit derivatives market, the standardization of the settlement procedures, the decision of the rating agencies to rate corporate syndicated loans, and so on. For more details about the secondary syndicated loan market, please see Allen and Gottesman (2005), and Moerman (2005). 25 The LSTA/LPC mark-to-market pricing service contains bid and ask price quotes for loans traded in the secondary market, averaged across dealers. Bid and ask prices are quoted as a percentage of par (i.e. cents on one dollar of par value). LSTA obtains these price quotes from trading desks at institutions that make markets for these loans. To remove illiquid loans, each loan in the database must have at least two bid quotes and two ask quotes. According to LPC estimates, the LSTA database covers over 80% of the trading volume in the secondary loan market in the US. The database covers the period from January 1999 to December 2004; data is reported on a weekly basis before November 1999 and on a daily basis afterwards. To control for the overall performance of the secondary loan market, I also obtain the weekly S&P/LSTA Leveraged Loan Index (LLI) from Standard & Poor’s. 26 To mitigate concerns of stale quotes and infrequent trading in the daily part of the LSTA database and to be aligned with the LLI index’s frequency, my analysis is carried out on a weekly basis. All the empirical results in this section are robust to using daily data after November 1999. Since transaction prices are not reported in the database, I use the average of the mean bid quotes and the mean ask quotes to proxy for the transaction price.27 To examine the secondary market performance of loans, for each loan, I examine its weekly price change and denote that as its “return”. Strictly speaking, price changes are not actual holding period returns. Since loan quote prices are clean (they do not include accrued interest), actual returns should include interest payments and any repayment during the holding period. Unfortunately, interest payment dates or repayment information are not available. I follow previous studies (e.g. Altman, Gande, and Saunders (2004) and Allen and Gottesman (2005)) and only consider price changes.28 This is valid to the extent that I am only interested in a loan’s ex-post performance, which should be fully captured by price 26 In order to provide investors with a performance benchmark, LSTA, in conjunction with Standard & Poor’s/LCD, develop the S&P/LSTA Leveraged Loan Index (LLI). According to LSTA, LLI is the most comprehensive loan index available to the secondary loan market. At December 31, 2001, the LLI consisted of approximately 470 facilities and $104 billion in outstanding. This represents approximately 70% of the institutional universe, a coverage comparable to the S&P 500’s coverage of the equity universe. 27 Internal studies by LPC indicate that transaction prices are not considerably different from the average of bid and ask quotes. The results are robust to using bid price or ask price instead. 28 As a robustness check, I also try to calculate the true holding return. I assume that interest payments (LIBOR + spread) are equally distributed over the life of the loan and that there are no repayments before maturity. To be consistent, here I use the S&P/LSTA Leveraged Loan Index with interests and repayments adjustment. The results are qualitatively the same. 26 changes in the secondary market. Finally, to be consistent, the S&P/LSTA Leveraged Loan Index (LLI) I use is also based on market value only. After matching the secondary syndicated loan market data with the primary market data from DealScan,29 I identify the facilities in my loan sample that trade on the secondary market. My final sample includes 462 syndicated facilities covering 199 companies.30 Of these, 177 (38%) are classified as bundled loans. To take a first glance at the performance of bundled and non-bundled loans, Figure 3 shows price indices for these types of loans together with the S&P/LSTA Leveraged Loan Index (LLI). I construct the weekly price index for bundled loans as follows. First, I calculate the average return of bundled loans for each week. Then the price index is formed as the cumulative average return, with the index value for January 1, 1999 set to 1000. I form the price index for non-bundled loans likewise. Figure 3 shows that bundled loans perform better than non-bundled loans. However, the performance difference in Figure 3 may be due to inadequate controls for known risk factors. To control for risks, I adopt two approaches to compare the performance of bundled loans vs. non-bundled loans in the secondary market. First, following Barber and Lyon (1997), I find matched non-bundled loans for each bundled loan and examine the cross-section of cumulative abnormal return (CAR) and buy-andhold abnormal return (BHAR). Second, I use the calendar time portfolio method first used by Jaffe (1974), which examine the returns using time series analysis. Both approaches have certain limitations. For example, as pointed out by Fama (1998) and Mitchell and Stafford (2000), CAR and BHAR methods may not adequately account for 29 I use the unique identification “Facilityid” in DealScan and the unique identification “Loan Identification Number”(LIN) from secondary market database to match these two datasets. Facilityid is a unique number assigned to each facility by LPC. LIN is a 13-letter string uniquely assigned to each syndicated loan traded on the secondary market. I ignore those loans with LIN missing or less than 13-letters, because either they are not covered by LPC, or they correspond to a deal (a combination of several facilities). 30 In this sample, there are 54 loans whose origination date is later than the first trade date (for 30 of them, the gap is within one week). One possibility is the data recording error. Another possible reason is that these loans are renegotiated loans. According to Kamstra, Roberts and Shao (2006), LPC assigns a new Facililityid to a loan if it goes through a reduction in pricing, tenor extension, or a collateral release stipulated as requiring 100% lender vote. However, LSTA will refer to the new loan, although the data include quotes for original loans and new renegotiated loans. All the empirical results in this section are robust to removing the 54 loans. 27 potential cross-sectional dependence in returns, while the calendar time portfolio method is more vulnerable to stale quotes (which might be an important concern given that the loan market is much less liquid than the equity market.) B.1. CAR and BHAR I define CAR and BHAR as follows. Define Ri ,t as the week t return of bundled loan i and Rmatch _ nonbundled (i ),t as the week t return of the matched non-bundled loan or nonbundled loan portfolios. CAR for bundled loan i is defined as T CARi ≡ ∑ ( Ri ,t − Rmatch _ nonbundled ( i ),t ) (6) t =1 BHAR for bundled loan i is defined as T T t =1 t =1 BHARi ≡ ∏ (1 + Ri ,t ) −∏ (1 + Rmatch _ nonbundled ( i ),t ) (7) Cross-sectional analysis of CAR and BHAR about the mean and median will show how bundled loans perform relative to non-bundled loans. To identify the effect of bundling, I need to find non-bundled loans which are similar to bundled loans. To find the match, I require that matched non-bundled loans have the same credit rating, come to the secondary market around the same time (within 30 days), and have the same event sequence (underwriting before loan or after loan) as the bundled loan they match. I consider a portfolio of 10 matched non-bundled loans whose sizes come closest to the bundled loan.31 I calculate returns one year after the loan origination or at the time when the loan goes to the secondary market, whichever comes later. I consider both one-year and two-year returns. B.2. Calendar Time Portfolio Method 31 In many cases, there are only one or two non-bundled loans that can be matched. 28 I form a bundled loan portfolio and hold each loan in the portfolio for a year. Specifically, I add a bundled loan to my portfolio when it enters the secondary market or one year after loan origination, whichever comes later; I drop it after the loan has stayed in the portfolio for a year or if LSTA stops quoting it, whichever comes first. After calculating the equal weighted return of the portfolio for each week, I regress the portfolio excess returns on the four Fama-French-Carhart factors and the loan market excess index return: ( RbundledLoan ,t − R f ,t ) = α + β lm ( Rlm ,t − R f ,t ) + β m ( Rm,t − R f ,t ) + β s ⋅ SMBt + β h ⋅ HMLt + β u ⋅ UMDt + ε t where RbundledLoan ,t is the return of the bundled loan portfolio for week t, R f ,t is the riskfree interest rate, ( Rlm ,t − R f ,t ) is the excess return of the loan market index (calculated from the LLI index) and ( Rm ,t − R f ,t ) , SMB, HML and UMD are the traditional market, size, book-to-market, and momentum factors. The non-bundled loan portfolios are constructed and analyzed analogously. If the model adequately controls for the risk factors affecting loan returns, then comparison of alpha for bundled loan portfolio and non-bundled loan portfolio will show how bundled loans perform relative to non-bundled loans after controlling for risks. C. Results Panel A of Table 9 shows the results for CAR and BHAR. On average, one year BHAR and CAR of bundled loans are around 3.76% and 5.21%. Both are statistically significant. Given that long run abnormal return might have positive skewness (Barber and Lyon (1997)), I also compute the bootstrap adjusted t-test of the mean and Wilcoxon test of the median. Results from bootstrap adjusted t-test are similar and both significant. Median BHAR and CAR are 0.33% and 0.29%. Only the median BHAR is significant. The results for two-year BHAR and CAR are qualitatively similar. Panel B of Table 9 reports the time series regression results of calendar time portfolio method. After adjusting for the risk factors, the bundled loan portfolios show no abnormal returns; however, the non-bundled loan portfolios have significant negative 29 abnormal returns. These findings together with the positive BHAR and CAR results in Panel A show that bundled loans perform better than non-bundled loans in the secondary market; they are consistent with the findings in the previous sections and provide additional support for the “unobserved higher-quality” story. There are two important comments here. First, although I try to find good matches for each bundled loan in constructing my CAR and BHAR statistics and try to control for risk factors in the calendar time portfolio method, there is really no generally accepted asset pricing model for loan returns to guide my choices of matching variables and risk factors. Therefore, these results should be interpreted with caution. Second, although better ex-post performance of bundled loans is consistent with the observation that these loans are higher-quality ones, there is still an unresolved puzzle. I start to measure returns one year after loan origination; thus, at that time, the market already knows whether a loan is bundled or not. If the market is efficient, then one should not observe any difference in return performance between bundled and non-bundled loans since the market should have incorporated the information. So my findings suggest that either there are certain levels of inefficiency in the secondary loan market, or I am not sufficiently controlling for risk. I will leave differentiating between these explanations to future research. VI. Conclusion Bank mergers and deregulation have increased the potential for banks to provide loans and underwriting services to the same corporate customer. How does this greater freedom affect banks, their customers, and the financial system? Previous literature has tried to answer this question by examining the impact of bundling services on underwriting. This paper looks at the other part of question: how bundling services affects lending. Financial media and previous literature seem to suggest that loans bundled with underwriting deals command lower interest rates due to banks’ strategic behavior (“pay to play”) or informational economies of scope. In this paper, I find that there is no interest rate discount in bundled loans after adjusting for the endogeneity arising from a bank’s decision to manage its risk exposure to a client. My results could help alleviate concerns 30 about illegal product tying behavior of universal banks, which has attracted attention from both the media and regulators, particularly in the wake of the Enron and WorldCom bankruptcies. My results fit nicely with an “unobserved higher-quality” story that banks choose to provide joint lending and underwriting mainly to their higher-quality customers based on the banks’ private information. This unobserved higher quality explains the interest rate discount observed in previous studies. As further support for this story, I examine the expost performance of bundled-loan clients and bundled loans. I find that bundled-loan clients have better ex-post performance, in terms of larger increases in the distance to default and Altman’s Z-score measures, lower default rates, and lower rating downgrade probabilities. These results are stronger for smaller companies and unrated companies. In addition, using a new database for the secondary loan market, I find that bundled loans perform better in the secondary loan market. All of these results support the “unobserved higher-quality” story. The ex-post performance analysis also supports the rationale of the Gramm-Leach-Bliley Act, which allows financial institutions to offer lending and underwriting services under a single roof, despite concerns over the potential conflicts of interest this generates. My results suggest that these concerns are unfounded; banks are rationally selective when providing joint services. There are still questions warranting further research. First, this paper shows that there is no interest rate discount for loans bundled with underwriting. Then what benefits do the customers of the bundled services gain? Maybe it is easier for them to obtain future credits from the bank after receiving bundled services. Or maybe the customers will receive discounts in underwriting fees. Drucker and Puri (2005) show that customers do pay lower underwriting fees in secondary equity offerings when they also borrow from the underwriter around the SEO. Is this true for other underwriting services? 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Vassalou, M. and Y. Xing, 2004, “Default risk in equity returns,” Journal of Finance, 59, 831-868 Wooldridge, J., 2001, “Econometric Analysis of Cross Section and Panel Data,” The MIT press. 35 Appendix A: Variable Definitions Variable Loan Characteristics Definition Source BundledLoan Dummy =1 if the lead bank of the loan also underwrites a security issue for the borrower in the time period from one year before to one year after the loan origination date, =0 otherwise Dealscan/SDC YieldSpread All-in Spread Drawn, defined as total annual spread paid over LIBOR for each dollar drawn down from the loan Facility amount in millions Maturity of the loan in months Dummy=1 if the loan is syndicated, =0 otherwise Dealscan Facility Size Maturity Syndicate Loan Type 2 dummy variables to capture 3 loan types:, Revolver (including 364-day Facility), Term Loan (including Term Loan B-D (Institutional Term Loan)), Other loan type Dealscan Dealscan Dealscan Dealscan 6 dummy variables to capture 7 loan purposes: Acquisition lines, LBO/MBO, Takeover, Debt Repay/Recapitalization, Corporate Purpose, Working Capital, and other purposes. Dealscan S&P senior debt rating (1 to 11) Standard & Poor's Senior Debt Rating: AAA=1, AA=2, A=3, BBB=4, BB=5, B=6, CCC=7, CC=8, C=9, D=10, NR or Rating Missing=11 (In cases where rating is missing in Dealscan, I use data from S&P Credit Pro database to fill in if available) Dealscan/S&P Credit Pro Junk Rated Dummy=1 if the S&P senior debt rating is junk rated (BB or below), =0 otherwise Dummy=1 if the S&P senior debt rating is missing, =0 otherwise Dealscan/S&P Credit Pro Dealscan/S&P Credit Pro Compustat Loan Purpose Borrower Characteristics Not Rated or Missing Rating Leverage Equity Volatility Book Leverage [=Book Debt/Asset, where Book Debt= Data181Data35+prefer stock, and prefer stock =Data10, Data56, or Data130, in order of availability] Stock return volatility calculated from daily return in previous year (in percentage) Market capitalization in billions, defined as stock price*share outstanding measured at the previous month end of loan origination CRSP ROA Distance to Default (DD) Return on Asset (Data172/Data6) Proxy for default risk based on Moody's KMV. I use an approximation based on Crosbie (1999): DD=(Market Value of Assets-Debt)/(Market Value of Assets*Asset Volatility). See appendix B for detailed construction method Compustat Compustat/CRSP Altman's (1968) Z-score Z-score based on Altman (1968). Z_score=3.3*EBIT/Total Asset (data178/data6)+0.999*Sales/Total Asset (data12/data6)+0.6*Market Equity/Total liability (data199*data25/data181)+1.2*Working Capital/Total Asset (data179/data6)+1.4*Retained Earning/Total Asset (data36/data6) Compustat Market Cap (ME) CRSP 36 Lender Characteristics Lead bank Loan Market Share Lead bank lending relation strength Dollar amount of loans lead by the lead bank as the fraction of the total amount of loans issued in the market (measured at t-1) Fraction of loans borrowed by the company that are arranged by the lead bank in the previous 5 years based on dollar amount. 0 means no lending relationship, 1 means exclusive lending relationship Commercial bank lead loan Instrumental Variables Dummy=1 if the lead bank is a commercial bank Manual work/Dealscan Lender Underwriting Constraint 1-(next regulation change date-security issue date)/(next regulation change date-previous regulation date (or section 20 approval date, which ever is later)). Regulation change dates are the dates when Federal Reserve increased the revenue cap on section-20 subsidiary (1989/9/14, 1997/3/6, 1999/11/12). Section 20 approval dates are manually collected. This variable is bounded between 0 and 1 for commercial banks, and 0 for investment banks. Dealscan/Manual Work Default and Rating Migration Variables Default within next X Dummy=1 if the borrower defaults within next X years after loan years (X=2, 3, 4, 5) origination, =0 otherwise. A borrower is defined to default if S&P Downgrade with next X years (X=2, 3, 4, 5) set the rating to "D". Dummy=1 if the borrower receives rating downgrade within next X years after loan origination, =0 otherwise. Borrower receives rating downgrade if the credit rating of the company decreases at least one letter (e.g. from AA to A). The rating decrease within the same letter level (e.g. from AA+ to AA) is not treated as downgrade. Dealscan Dealscan S&P Credit Pro S&P Credit Pro Secondary Market Analysis Variables Loan Return Weekly change in loan prices LSTA/LPC mark-to-market pricing services S&P/LSTA Loan Index Excess Return Equity Market Excess Return SMB Weekly return calculated from weekly S&P/LSTA Leveraged Loan Index minus the risk free rate Weekly excess return of equity market portfolio (aggregated from daily excess return of equity market) Weekly Fama-French size factor (aggregated from daily FamaFrench size factor) Weekly Fama-French value factor (aggregated from daily FamaFrench value factor) Weekly Momentum factor (aggregated from daily momentum factor) Standard & Poor's Kenneth French's website Kenneth French's website Kenneth French's website Kenneth French's website HML UMD 37 Appendix B: Calculation of Distance to Default (DD) Distance to default is a market based measure of default risk. It is ultimately based on the structural model of Merton (1974). Here I use an approximation based on Crosbie (1999): V A − Debt /σ A VA where VA is the market value of asset, σ A is the asset volatility, and Debt is face of the debt, taken to be a firm’s short term debt plus one-half its long-term debt (Compustat data items 9 and 44 respectively), following KMV. This measure has an easy interpretation: it measures how many standard deviations a company’s asset value is currently above its debt value. Distance to Default (DD) ≡ VA and σ A are not directly observable and estimated from the following procedure similar to Vassalou and Xing (2004). Using daily data from the twelve months prior to the date at which I wish to calculate the distance to default, I calculate the volatility of the equity return, σ E , providing that I have at least thirty observations. I propose initial VE value of σ A : σ A = σ E , and plug this value of σ A into the following equation V E + Debt to infer V A for each trading day of the past twelve months. V E = V A N (d1 ) − X ⋅ e − rT N (d 2 ) where d1 = ln(V A / Debt ) + (r + σ A2 / 2)T σA T and d 2 = d1 − σ A T Here I set T=1 and r is set to be t-bill rate. This yields a time series of V A . Then I calculate the implied log return on assets each day and use that return series to generate the new estimates of σ A . I proceed in this manner until it converges (the absolute difference in adjacent σ A is less than 10 −4 ). There is another way to define distance to default: Distance to default ≡ ln(V A / Debt ) + ( µ − σ A2 / 2)T σA T where µ is the daily change in ln( V A ) over the past 12 months. If I use this definition, the results are similar. 38 Table 1: Summary Statistics of Bundled Loans vs. Non-bundled Loans. The sample consists of loans satisfying the following condition: borrower also issues securities (debt or equity) in the time period from one year before to one year after the loan origination date. Bundled loans are defined as loans that the lead bank of the loan acted as underwriter for the security issue. Accordingly, non-bundled loans are defined as loans that the lead bank of the loan and underwriter of security issue are different financial institutions. Loan data are from LPC’s DealScan database and security issuance data are from SDC Platinum. The sample period is from 1994 to 2004. For the loan data, I also restrict the sample to dollar denominated completed loans to US public companies, excluding loans to financial institutions and government agencies etc. (first SIC digit 6 or 9). Final sample consists of 10,053 loan facilities. For securities issuance data, I consider both public and private offerings of both equity and debt. All variables are defined as in Appendix A. Panel A: Distribution of bundled loans over time (# of facilities) Year Non-bundled loans Bundled Loans 1994 850 139 1995 767 107 1996 998 168 1997 1192 221 1998 860 193 1999 593 236 2000 574 219 2001 514 344 2002 420 315 2003 406 290 2004 393 254 Total 7567 2486 Panel B: Distribution of bundled loans by loan type (# of facilities) Loan Type Non-bundled loans Bundled Loans 364-day facility 1069 636 Revolver 4097 933 Term loan 1004 231 Term loan B-D 327 159 Other loan type 1070 527 Panel C: Distribution of bundled loans by loan purpose (# of facilities) Loan Purpose Non-bundled loans Bundled Loans Acquisition lines 387 117 LBO/MBO 52 21 Takeover 870 355 Debt Repay /Recapitalization 1892 350 Corporate purpose 2419 774 Working Capital 850 230 Other loan purpose 1093 639 Panel D: Distribution of bundled loans by borrower rating (# of facilities) Rating Non-bundled loans Bundled Loans Investment Grade 2108 968 27.86% 38.94% Junk Grade 1820 777 24.05% 31.26% Not Rated or Missing 3639 741 48.09% 29.81% Total 989 874 1166 1413 1053 829 793 858 735 696 647 10053 Fraction 14.1% 12.2% 14.4% 15.6% 18.3% 28.5% 27.6% 40.1% 42.9% 41.7% 39.3% 24.7% Total 1705 5030 1235 486 1597 Fraction 37.3% 18.5% 18.7% 32.7% 33.0% Total 504 73 1225 2242 3193 1080 1732 Fraction 23.2% 28.8% 29.0% 15.6% 24.2% 21.3% 36.9% Total 3076 Fraction 31.5% 2597 29.9% 4380 16.9% 39 Table 1: Summary Statistics of Bundled Loans vs. Non-bundled Loans (Continued). Panel E: Difference between bundled loans and non-bundled loans Non-bundled loans Loan Characteristics (N=7567) Yield Spread Mean 167.366 Median 150.000 Loan Size (facility amount in millions) Mean 278.688 Median 100.000 Maturity (months) Mean 45.191 Median 37.000 Syndicate Mean 0.693 Median . Borrower Characteristics S&P senior debt rating (from 1 to 11) Mean 7.575 Median 6.000 Leverage Mean 0.654 Median 0.614 Equity Return Volatility (in percentage) Mean 2.936 Median 2.536 Market Cap (billions) Mean 4.544 Median 0.682 ROA Mean -0.030 Median 0.034 Lender Characteristics Lead bank Reputation (t-1) Mean 0.069 Median 0.029 Lead bank lending relation strength Mean 0.435 (previous 5 years based on $) Median 0.273 Commercial bank lead loan Mean 0.931 Median . Instrumental Variable Lender Underwriting Constraints Mean 0.436 Median 0.351 Ex-post Performance change in Distance to Default from t+1 to t+2 Mean -0.079 Median -0.076 change in Distance to Default from t+1 to t+3 Mean -0.078 Median -0.060 change in Distance to Default from t+1 to t+4 Mean -0.116 Median -0.150 change in Distance to Default from t+1 to t+5 Mean -0.162 Median -0.248 change in Altman's Z-score from t+1 to t+2 Mean -0.324 Median -0.032 change in Altman's Z-score from t+1 to t+4 Mean -0.770 Median -0.191 Bundled Loans (N=2486) 140.252 100.000 566.791 285.000 48.886 39.000 0.878 . P-value <.0001 <.0001 <.0001 <.0001 <.0001 0.1702 <.0001 . 6.341 5.000 0.660 0.636 2.655 2.378 9.965 2.362 0.024 0.034 <.0001 <.0001 0.3327 <.0001 <.0001 <.0001 <.0001 <.0001 0.0511 0.1016 0.136 0.116 0.542 0.701 0.858 . <.0001 <.0001 <.0001 <.0001 <.0001 . 0.192 0.000 <.0001 <.0001 0.260 0.177 0.612 0.491 0.528 0.442 0.281 0.201 0.004 0.032 -0.016 0.019 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 40 Table 2: Probit Models of Bundled Loan on Instrumental Variable and Other Controls (First Stage of Treatment Effects Model). This table presents the first-stage probit estimates of a dummy for whether or not a loan is bundled on the instrumental variable and other controls. The dependent variable, BundledLoan, in an indicator equal 1 if the loan is “Bundled” as defined in Table 1. All right-hand side variables are defined as in Appendix A. All models are estimated using probit maximum likelihood estimation. Heteroskedasticity-consistent t-statistics are shown in italics. Intercepts, year fixed effects and industry fixed effects are included in all models, and not reported. Loan type and loan purpose are controlled in Probit2 – Probit4, and not reported. I use ***, **, and * to denote significance at the 1%, 5%, and 10% level (two-sided), respectively. Dependent Variable= BundledLoan Instrumental Variable Lender Underwriting Constraint Probit1 Probit2 Probit3 Probit4 -0.954*** -15.68 -0.755*** -11.43 -0.668*** -9.11 -0.394*** -5.12 0.0003*** 9.14 0.005*** 8.16 0.401*** 9.05 0.0002*** 6.67 0.004*** 6.67 0.21*** 4.06 0.119 1.12 0.086 0.81 0.136 1.21 0.097 0.79 0.154 0.85 -0.007 -0.07 0.32*** 4.2 -0.082*** -4.92 0.002* 1.93 0.623*** 3.61 8954 0.146 1232.3*** 7519 0.133 1006.22*** 0.0001*** 3.58 0.004*** 5.95 0.151*** 2.84 0.044 0.41 -0.006 -0.06 0.016 0.14 -0.021 -0.16 0.088 0.47 -0.037 -0.34 0.278*** 3.5 -0.081*** -4.71 0.001 1.07 0.545*** 3.11 2.864*** 15.93 0.151*** 3.74 -0.607*** -9.35 7519 0.168 1246.44*** Loan Characteristics Facility Size Maturity Syndicate Borrower Characteristics rated "A" rated "BBB" rated "BB" rated "B" rated "CCC" or below not rated or rating missing Leverage Equity Return Volatility Market Cap ROA Lender Characteristics Lead Bank Reputation Lead Bank Lending Relationship Strength Commercial Bank Lead Loan N Pseudo R2 Wald-test: all Coeff. = 0 (χ2) 9876 0.093 923.53*** 41 Table 3: The Pricing of Bundled Loans. This table presents the results of OLS regressions and the treatment effects model as specified in equation (4). The dependent variable is “All In Spread Drawn” (AISD). All variables are defined as in Appendix A. In the treatment effects model, I use Probit4 in Table 2 as the first-stage. Industry and year fixed effects are included in all models and not reported. Loan type and loan purpose are controlled in all models and not reported. t-statistics based on robust standard errors are shown in italics. For OLS regressions, the standard errors are Heteroskedasticity-consistent. For the treatment effects model, since the second stage involves a generated regressor, lambda, which is estimated with sampling error, the second-stage covariance matrix is not consistent. Consistent standard errors are calculated by bootstrapping with 500 replications. I use ***, **, and * to denote significance at the 1%, 5%, and 10% level (two-sided), respectively. This table shows that after adjusting for endogeneity, there is no interest rate discount for bundled loans. 42 Table 3: The Pricing of Bundled Loans (Continued). LHS Var=YieldSpread BundledLoan OLS1 -37.541*** -10.76 OLS2 -19.679*** -6.59 OLS3 -11.313*** -4.61 OLS4 -11.203*** -4.49 Treatment Effects Model 28.493 1.25 -23.35* -1.75 -0.026*** -6.18 0.281*** 4.61 -71.963*** -18.27 -0.012*** -8.23 -0.064 -1.15 -23.743*** -5.83 -0.01*** -6.96 -0.093* -1.68 -18.503*** -4.57 -0.011*** -5.57 -0.082 -1.62 -20.002*** -5.74 -4.989 -1.57 9.062*** 2.69 68.145*** 15.23 117.98*** 19.92 145.969*** 6.73 57.415*** 14.86 17.129*** 2.98 27.532*** 19.69 -0.223*** -3.96 -37.54*** -2.58 -4.748 -1.42 10.022*** 2.86 70.229*** 15.46 116.734*** 19.45 140.178*** 6.57 57.036*** 14.51 17.554*** 3.09 26.395*** 19.05 -0.26*** -5.21 -34.819** -2.4 -5.452 -0.77 9.711 1.37 70.234*** 9.44 117.605*** 14.61 138.665*** 11.29 57.014*** 8.08 14.343*** 2.82 27.05*** 25.95 -0.272*** -3.66 -38.497*** -4.96 -85.491*** -3.34 -15.377*** -5.73 -35.533*** -4.58 65.288*** 2.73 6440 0.567 Lambda Loan Characteristics Facility Size Maturity Syndicate Borrower Characteristics rated "A" rated "BBB" rated "BB" rated "B" rated "CCC" or below Not Rated or Missing Rating Leverage Equity Return Volatility Market Cap ROA Lender Characteristics Lead Bank Reputation Intercept 192.496*** 12.23 186.514*** 11.92 34.14** 2.26 -46.195*** -4.48 -14.11*** -5.64 -45.265*** -5.03 80.004*** 4.64 N R-square 8159 0.068 7752 0.336 6504 0.554 6440 0.566 Lead Bank Lending Relationship Strength Commercial Bank Lead Loan 43 Table 4: Ex-Post Performance of Bundled-Loan Clients (Change in Distance to Default and Altman’s Z-score). This table presents the results of ex-post performance of borrowers measured by changes in distance to default (DD) and Altman’s Z-score. The changes are all measured relative to the level one year after the loan origination month end (t+1). The dependent variables for the first four columns are change in borrower’s distance to default from one year after loan origination to X years after loan origination (X=2, 3, 4, 5). The dependent variables for the last 2 columns are change in borrower’s Altman’s (1968) Z-score from one year after loan origination to X years after loan origination (X=2, 4). Results for X=3 and 5 are similar and not reported. All variables are defined as in Appendix A. Loan type, loan purpose, industry and year fixed effects are included in all models and not reported. Heteroskedasticity-consistent t-statistics are shown in italics. I use ***, **, and * to denote significance at the 1%, 5%, and 10% level (two-sided), respectively. This table shows that bundled-loan clients perform better ex-post. Dependent Variable= Bundled Loan Distance to Default before Loan changes in distance to default (DD) from t+1 to t+2 t+3 t+4 t+5 0.147*** 0.276*** 0.136*** 0.117** 4.19 6.63 2.74 2.09 -0.105*** -0.202*** -0.216*** -0.32*** -5.73 -8.63 -8.27 -10.22 Z-score before loan Loan Characteristics Facility Size Maturity Syndicate Borrower Characteristics rated "A" rated "BBB" rated "BB" rated "B" changes in Z-score from t+1 to t+2 t+4 0.084* 0.145* 1.78 1.75 -0.211*** -6.52 -0.413*** -8.27 0.0000 0.85 0.0000 0.01 0.018 0.5 0.0000 1.15 -0.001** -2.16 0.097** 2.12 0.0001* 1.95 -0.001 -0.97 0.036 0.67 0.0001* 1.91 -0.001** -2.08 0.145** 2.37 -0.0001 -0.34 0 -0.2 -0.031 -0.29 -0.0001 -1.32 0.002* 1.74 -0.084 -0.5 -0.012 -0.14 0.09 1.06 0.053 0.59 0.001 0.01 -0.073 -0.72 0.068 0.64 0.055 0.48 0.023 0.18 -0.06 -0.56 0.099 0.88 0.062 0.52 -0.032 -0.25 -0.366*** -2.98 -0.298** -2.27 -0.391*** -2.76 -0.589*** -3.61 -0.273*** -2.75 -0.398*** -3.9 -0.348*** -2.82 -0.437*** -2.93 -0.423** -2.51 -0.616*** -3.89 -0.652*** -3.39 -0.792*** -3.46 rated "CCC" or below not rated or rating missing Leverage Equity Return Volatility Market Cap ROA Lender Characteristics Lead Bank Reputation Lead Bank Lending Relationship Strength Commercial Bank Lead Loan Intercept N R-square 0.225 1.35 0.084 0.97 -0.182*** -3.07 -0.011 -0.77 -0.001 -1.07 0.394*** 4.08 -0.023 -0.12 0.238** 2.25 -0.037 -0.45 -0.082*** -4.55 0 0.38 0.69*** 4.69 0.213 0.95 0.235** 2.08 -0.107 -1.16 -0.085*** -3.73 -0.001 -0.54 0.624*** 2.68 -0.314 -1.44 -0.132 -0.98 -0.145 -1.24 -0.103*** -3.66 0 0.18 0.445 1.56 -0.302 -1.55 -0.371*** -3.47 -0.244 -1.1 -0.123*** -2.96 0.001 0.49 -0.125 -0.2 -0.329 -0.89 -0.708*** -4.45 0.426 1.31 -0.225*** -2.82 -0.004** -1.98 2.673*** 2.68 0.024 0.14 0.017 0.51 0.063 1.25 0.301** 2.03 -0.131 -0.6 -0.002 -0.05 0.104 1.55 0.604*** 3.35 0.316 1.08 0.037 0.78 0.109 1.51 0.284 1.39 0.223 0.61 0.037 0.69 -0.064 -0.74 0.639** 2.54 0.306 1.36 -0.059 -0.82 -0.106 -0.75 1.238*** 4.82 -0.147 -0.27 -0.101 -0.83 -0.028 -0.13 1.599*** 3.87 5568 0.192 4657 0.382 3819 0.458 3024 0.508 5289 0.132 3687 0.246 45 Table 5: Ex-post Change in Distance to Default Conditional on Information Opaqueness This table presents the results of borrower’s ex-post performance by considering additional controls and effects of information opaqueness. Dependent variable is change in distance to default (DD) from one year after loan (t+1) to 4 years after loan (t+4). Considering other time horizon generates similar or even stronger results. Recall all the loans in my sample have underwriting around. So in first column, I control for the event sequence, i.e. whether the underwriting is before loan or after loan. In second column, I additionally control for the underwriting type, debt or equity. In third column, I examine the different effects of bundling on ex-post performance for rated and unrated companies. In last column, I examine the different effects of bundling on ex-post performance for smaller and larger companies. Smaller companies are those with market capitalization below sample median. Larger companies are those with market capitalization above sample median. All other variables are defined as in Appendix A. Industry and year fixed effects are included in all models and not reported. Loan type and loan purpose are controlled in all models and not reported. Heteroskedasticity-consistent t-statistics are shown in italics. I use ***, **, and * to denote significance at the 1%, 5%, and 10% level (two-sided), respectively. This table shows that better performance of bundled-loan clients are more pronounced for not rated companies and smaller companies. Dependent Variable= change of distance to default from t+1 to t+4 BundledLoan BundledLoan*Not rated ( β 1 ) Control for Event Sequence 0.137*** 2.75 Control for Underwriting Type 0.132*** 2.63 Effects of Rating 0.173** 2.24 BundledLoan*Rated ( β 2 ) 0.115* 1.87 BundledLoan*Small ( β 3 ) 0.174** 2.24 BundledLoan*Large ( β 4 ) = 1 if underwriting before loan -0.217*** -8.32 -0.065 -1.58 -0.041 -0.9 -0.219*** -8.39 -0.065 -1.59 -0.037 -0.8 -0.219*** -8.39 0.114** 1.98 -0.064 -1.56 -0.037 -0.82 -0.218*** -8.36 0.0001** 1.98 -0.001 -0.95 0.038 0.71 0.0001** 1.97 -0.001 -0.96 0.037 0.7 0.0001* 1.96 -0.001 -0.98 0.036 0.68 0.0001** 2 -0.001 -1 0.037 0.69 -0.058 -0.54 0.103 -0.056 -0.53 0.108 -0.056 -0.53 0.105 -0.055 -0.51 0.109 -0.067 -1.63 = 1 if equity underwriting Distance to Default before Loan Loan Characteristics Facility Size Maturity Syndicate Borrower Characteristics rated "A" rated "BBB" Effects of Borrower Size 46 rated "BB" rated "B" rated "CCC" or below not rated or rating missing Book Leverage Equity Return Volatility Market Cap ROA Lender Characteristics Lead Bank Reputation Lead Bank Lending Relationship Strength Commercial Bank Lead Loan Intercept N R-square P-value for test: P-value for test: β1 = β 2 β3 = β4 0.92 0.068 0.57 -0.025 -0.19 0.21 0.93 0.236** 2.08 -0.108 -1.17 -0.087*** -3.83 -0.0005 -0.44 0.609*** 2.61 0.96 0.079 0.66 -0.013 -0.1 0.219 0.96 0.247** 2.17 -0.112 -1.22 -0.086*** -3.72 -0.0004 -0.39 0.603*** 2.59 0.94 0.074 0.62 -0.02 -0.15 0.212 0.93 0.228* 1.9 -0.111 -1.21 -0.085*** -3.67 -0.0004 -0.41 0.6** 2.57 0.97 0.077 0.64 -0.02 -0.15 0.21 0.92 0.244** 2.14 -0.112 -1.22 -0.086*** -3.75 -0.0004 -0.36 0.598** 2.57 0.322 1.1 0.035 0.73 0.11 1.53 0.34 1.62 0.3 1.02 0.036 0.77 0.109 1.51 0.357* 1.7 0.292 1 0.037 0.79 0.104 1.42 0.365* 1.73 0.312 1.06 0.035 0.75 0.11 1.53 0.355 1.69 3818 0.464 3818 0.464 3818 0.464 3818 0.464 0.5071 0.5465 47 Table 6: Bundled-loan Clients Are Less Likely to Default. This table presents results of probit model about whether borrower defaults. The unit of observation is a loan facility, and the sample is restricted to borrowers for which I can obtain default and rating migration data from Standard & Poor’s. The dependent variable equals 1 if the borrower defaults within the next X years as of March 2006 (X=2, 3, 4, 5), and 0 otherwise. All variables are defined as in Appendix A. Intercept, loan type control, loan purpose control, industry and year fixed effects are included and not reported. Heteroskedasticity-consistent t-statistics are shown in italics. I use ***, **, and * to denote significance at the 1%, 5%, and 10% level (two-sided), respectively. Probit Model about whether borrower defaults within the next X years after loan origination 2 year 3 year 4 year 5 year BundledLoan -0.792*** -0.428*** -0.249*** -0.184** -5.4 -3.87 -2.64 -2.07 Loan Characteristics Facility Size 0.0003*** 0.0002** 0.0002*** 0.0002*** 3.77 2.06 3.7 3.52 Maturity -0.005*** 0.001 0 -0.001 -2.62 0.91 -0.11 -0.97 Syndicate -0.177 -0.207 -0.337*** -0.364*** Borrower Characteristics -1.26 -1.61 -2.94 -3.58 rated "A" -0.881*** -1.096*** -1.166*** -1.144*** -2.65 -3.68 -5.18 -4.68 rated "BBB" 0.006 -0.095 0.066 -0.142 0.02 -0.57 0.49 -1.17 rated "BB" 0.118 0.202 0.237** 0.143 rated "B" rated "CCC" or below Not Rated or Missing Rating Leverage Equity Return Volatility Market Cap ROA Lender Characteristics Lead Bank Reputation Lead Bank Lending Relationship Strength Commercial Bank Lead Loan N Pseudo R-square 0.58 0.68*** 3.61 0.993*** 3.35 0.008 0.03 0.419*** 2.69 0.165*** 3.71 -0.097* -1.93 -0.774*** -2.85 1.46** 2.53 -0.178 -1.51 -0.255 -1.57 1.47 0.456*** 3.25 0.203 0.55 -0.17 -0.65 0.233* 1.74 0.246*** 6.2 0.039 0.94 -0.409 -1.4 0.229 0.43 0.038 0.38 -0.212 -1.46 1.98 0.518*** 4.11 0.324 1.07 -0.082 -0.4 0.243* 1.92 0.199*** 5.63 0.086** 2.41 -0.665** -2.13 0.11 0.24 0.081 0.91 -0.016 -0.12 1.36 0.338*** 2.94 -0.005 -0.01 -0.376* -1.91 0.307** 2.48 0.186*** 5.76 0.057* 1.69 -1.121*** -3.5 -0.059 -0.13 0.013 0.15 -0.016 -0.13 3004 0.299 3064 0.229 3110 0.210 3150 0.211 48 Table 7: Default Rates of Bundled-loan Clients Conditional on Information Opaqueness. This table presents results of probit model about whether borrower defaults by considering additional controls and effects of information opaqueness. . The dependent variable equals 1 if the borrower defaults within the next 3 years as of March 2006, and 0 otherwise. Considering other time horizon generates similar results. The unit of observation is a loan facility, and the sample is restricted to borrowers for which I can obtain complete default and rating migration data from Standard & Poor’s. Recall all the loans in my sample have underwriting around. So in first column, I control for the event sequence, i.e. whether the underwriting is before loan or after loan. In second column, I additionally control for the underwriting type, debt or equity. In third column, I examine the different effects of bundling on default rate for rated and unrated companies. In last column, I examine the different effects of bundling on default rate for smaller and larger companies. Smaller companies are those with market capitalization below sample median. Larger companies are those with market capitalization above sample median. All other variables are defined as in Appendix A. Industry and year fixed effects are included in all models and not reported. Loan type and loan purpose are controlled in all models and not reported. Heteroskedasticity-consistent tstatistics are shown in italics. I use ***, **, and * to denote significance at the 1%, 5%, and 10% level (twosided), respectively. This table shows that lower default rates of bundled-loan clients are more pronounced for not rated companies and smaller companies. Dependent Variable=whether borrower defaults within the next 3 years after loan origination BundledLoan BundledLoan*Not rated ( β 1 ) Control for Event Sequence Control for Underwriting Effects of Type Rating -0.492*** -4.07 -0.472*** -3.97 Effects of Borrower Size -1.649*** -4.44 BundledLoan*Rated ( β 2 ) -0.409*** -3.32 BundledLoan*Small ( β 3 ) -0.657*** -3.75 BundledLoan*Large ( β 4 ) -0.286** -1.97 = 1 if underwriting before loan 0.12 0.182 0.17 0.178 0.78 1.27 1.18 1.21 -0.477*** -0.503*** -0.496*** -4.54 -4.69 -4.72 -0.25*** -0.25*** -0.26*** -0.254*** -4.49 -4.7 -4.92 -4.8 = 1 if equity underwriting Distance to Default before Loan Loan Characteristics Facility Size Maturity Syndicate 0.0000 0.0000 0.0000 0.0000 0.49 0.22 0.23 0.13 0.001 0.003 0.003 0.003 0.87 1.46 1.45 1.54 -0.245* -0.2 -0.198 -0.184 -1.86 -1.51 -1.5 -1.37 49 Borrower Characteristics rated "BBB" -0.184 -0.298* -0.374** -0.277 -1.05 -1.66 -2.02 -1.57 0.018 -0.094 -0.179 -0.09 0.13 -0.68 -1.25 -0.64 rated "B" 0.212 0.173 0.099 0.197 1.47 1.21 0.67 1.37 rated "CCC" or below -0.025 -0.045 -0.126 0.005 -0.06 -0.11 -0.32 0.01 not rated or rating missing -0.214 -0.293 -0.3 -0.275 -0.84 -1.2 -1.2 -1.12 Leverage 0.306** 0.257* 0.255* 0.25* 2.15 1.76 1.74 1.72 0.142*** 0.153*** 0.149*** 0.151*** 3.03 3.16 3.07 3.13 0.091 0.075 0.076 0.053 1.24 1.01 1.03 0.88 -1.848*** -1.881*** -1.897*** -1.898*** -4.43 -4.63 -4.65 -4.59 rated "BB" Equity Return Volatility Market Cap ROA Lender Characteristics Lead Bank Reputation Lead Bank Lending Relationship Strength Commercial Bank Lead Loan Intercept N Pseudo R-square P-value for test: β 1 = β 2 P-value for test: β 3 = β 4 0.286 0.103 0.084 0.014 0.53 0.18 0.15 0.02 0.043 0.088 0.092 0.103 0.41 0.81 0.84 0.95 -0.282* -0.241 -0.238 -0.246 -1.88 -1.59 -1.54 -1.62 -0.96 -0.94 -0.897 -0.748 -1.48 -1.38 -1.31 -1.1 2503 0.237 2503 0.254 2503 0.258 2503 0.257 0.0011 0.0799 50 Table 8: Bundled-loan Clients Are Less Likely to Receive Rating Downgrade. This table presents probit estimation results on whether a borrower’s credit rating is downgraded. The unit of observation is a loan facility of a borrower for which I have complete default and rating migration data from Standard & Poor’s. The dependent variable equals 1 if the borrower receives a credit rating downgrade within the next 3 years as of March 2006, and 0 otherwise. Considering other time horizon generates similar results. All variables are defined as in Appendix A. Controls for loan type and loan purpose, and industry and year fixed effects are included but not reported Heteroskedasticity-consistent tstatistics are shown in italics. I use ***, **, and * to denote significance at the 1%, 5%, and 10% level (twosided), respectively. This table shows that bundled-loan clients are less likely to receive rating downgrade, and this effect is more pronounced for not rated companies and smaller companies. Dependent Variable =whether borrower receives rating downgrade within the next 3 years after loan origination BundledLoan BundledLoan*Not rated ( β 1 ) Benchmark -0.163*** -2.59 Control for Event Sequence and Underwriting Type -0.162** -2.29 Effects of Rating Effects of Borrower Size -0.411** -2.13 BundledLoan*Rated ( β 2 ) -0.134* -1.8 BundledLoan*Small ( β 3 ) -0.228** -2.27 BundledLoan*Large ( β 4 ) -0.12 -1.44 -0.028 -0.043 -0.26 -0.4 -0.23 -0.105*** -0.16*** -2.85 -0.113*** -0.165*** -2.92 -0.114*** -0.163*** -2.9 -0.113*** -3.46 -3.71 -3.76 -3.72 0.0000 0.0000 0.0000 0.02 -0.04 -0.04 = 1 if underwriting before loan = 1 if equity underwriting Distance to Default before Loan Loan Characteristics Facility Size Maturity Syndicate Borrower Characteristics rated "A" rated "BBB" -0.024 -0.001 -0.0004 -0.0004 0.0000 -0.04 -0.0003 -0.63 -0.38 -0.38 -0.34 -0.211*** -0.201** -0.2** -0.197** -2.68 -2.56 -2.55 -2.51 0.98*** 0.945*** 0.908*** 0.944*** 7.84 7.54 7.03 7.53 0.352*** 0.324*** 0.288*** 0.324*** 3.3 3.02 2.58 3.02 51 rated "BB" rated "B" rated "CCC" or below not rated or rating missing Leverage Equity Return Volatility Market Cap ROA Lender Characteristics Lead Bank Reputation Lead Bank Lending Relationship Strength Commercial Bank Lead Loan 0.38*** 0.371*** 0.336*** 0.373*** 4.27 4.19 3.64 4.2 0.4*** 0.392*** 0.393*** 0.358*** 3.95 3.98 3.53 4.02 -0.016 -0.021 -0.054 -0.021 -0.07 -0.09 -0.23 -0.09 -0.232 -0.229 -0.235* -0.229 -1.62 -1.6 -1.66 -1.6 -0.165 -0.181 -0.185* -0.181 -1.49 -1.62 -1.65 -1.63 0.136*** 0.136*** 0.137*** 0.137*** 4.36 4.35 4.35 4.37 0.01 0.007 0.007 0.001 0.39 0.29 0.29 0.03 -0.122 -0.124 -0.117 -0.12 -0.5 -0.52 -0.49 -0.5 -0.065 -0.106 -0.112 -0.126 -0.22 -0.35 -0.37 -0.42 0.047 0.057 0.056 0.057 0.75 0.91 0.9 0.92 0.093 0.094 0.096 0.091 0.96 0.97 0.98 0.93 0.095 0.187 0.216 0.241 0.2 0.39 0.46 0.5 N Pseudo R-square P-value for test: β 1 = β 2 2883 0.072 2883 0.074 2883 0.075 2883 0.075 P-value for test: 0.3421 Intercept β3 = β4 0.1693 52 Table 9: Bundled Loans Perform Better in the Secondary Loan Market. This table presents the results of ex-post performance of bundled loans vs. non-bundled loans in the secondary loan market. Panel A reports cumulative abnormal returns (CAR) and buy-and-hold abnormal returns (BHAR) of bundled loans for 1 year and 2 years. For each bundled loan, I find the matched nonbundled loans and calculate CAR and BHAR using equation (6) and (7) in the paper. There are 103 bundled loans with valid matched non-bundled loans. I match non-bundled loans based on rating, time to secondary market, event sequence and size. Panel B reports the results using calendar time portfolio method. I construct the bundled loan portfolio and non-bundled portfolio as follows: I add a bundled loan to my portfolio when it enters the secondary market or one year after loan origination, whichever comes later; I drop it after the loan stays in the portfolio for a year or if LSTA stop quoting it, whichever comes first. After calculating the equal weighted return of the portfolio for each week, I regress the portfolio excess returns on the four Fama-French-Carhart factors and loan market excess index return. t-statistics based on Newey-West robust standard errors (using 2 lags) are shown in italics. I use ***, **, and * to denote significance at the 1%, 5%, and 10% level (two-sided), respectively. Panel A: CAR and BHAR 1 year CAR N 103 Mean 5.21% ** t 2.436 p-value 0.017 bootstrap t 2.485 p-value 0.013 BHAR 103 3.76% 2.314 0.023 2.352 0.019 Median p-value 0.33% 0.041 0.29% 0.137 2 years ** ** N Mean t p-value bootstrap t p-value CAR 103 13.09% 2.372 0.020 2.400 0.017 Median p-value 0.46% 0.083 ** * BHAR 103 5.34% 1.955 0.053 1.939 0.053 0.59% 0.045 * ** Panel B: The Calendar Time Portfolio Method: Regression of Weekly Excess Return of Bundled and Non-bundled Loan Portfolios (Holding loans for 1 year) Excess Return Excess Return of of Bundled Loan Non-bundled Loan Dependent Variable: Portfolio (BL) Portfolio (NBL) Alpha -0.001 0.0001 -0.002*** -0.001* -1.35 0.25 -3.4 -1.77 S&P/LSTA Loan Index Excess Return 0.897** 0.972*** 2.55 4.27 Equity Market Excess Return -0.014 -0.028 0.057** 0.042 -0.48 -0.91 2.03 1.55 SMB 0.089** 0.047 0.074** 0.029 2.27 1.09 2.45 1.02 HML 0.008 -0.032 0.087** 0.044 0.17 -0.68 2.53 1.43 UMD -0.079 -0.073 -0.039* -0.033 -1.41 -1.29 -1.84 -1.65 N R-square 313 0.054 313 0.102 313 0.054 313 0.129 53 Figure 1: Distribution of Defaults. The figure shows the distribution of borrower default events. In this figure, I only consider public borrowers with loan data in my sample and with complete rating history data from Standard & Poor’s. There are 1,551 such companies. Default data reported in this figure is from 1994 to March 2006. I define default to occur when S&P sets the company’s credit rating to “D”. 337 sample companies default and there are 357 default events. number of default events 90 80 70 60 50 40 30 20 10 0 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Q1 year Figure 2: Trading Volume of Secondary Syndicated Loan Market. The figure shows the trading volume of secondary syndicated loan market. The “par” loans are loans selling at 90% of its face value or above and “distressed” loans are loans selling at below 90% of its face value. Source: Reuters LPC Traders Survey 54 Figure 3: Bundled Loans Perform Better than Non-bundled Loans. The figure shows the secondary market price index of bundled loans and non-bundled loans, together with the S&P/LSTA Leveraged Loan Index for the sample period of January 1, 1999 to December 31, 2004. The price index for bundled loans is constructed as follows. First, I calculate the average return of bundled loans for each week. Then a price index is formed as the cumulative average return, with the index value for January 1, 1999 set to be 1000. [Price Index (t) =Price Index (t-1) * (1+Average Return(t-1,t))]. The price index for non-bundled loans is formed similarly. The S&P/LSTA Leveraged Loan Index (loan market index) is rescaled so that the level for January 1, 1999 equals 1000. The LLI used here is based on market value only (excluding interests). Figure: Price index of bundled loans and non-bundled loans in secondary market 1100 1050 1000 price index 950 900 850 800 750 700 Bundled_Loan_index NonBundled_Loan_index 650 Loan_Market_index 00 4 7/ 1/ 2 00 4 1/ 1/ 2 00 3 7/ 1/ 2 00 3 1/ 1/ 2 00 2 7/ 1/ 2 00 2 1/ 1/ 2 00 1 7/ 1/ 2 00 1 1/ 1/ 2 00 0 7/ 1/ 2 00 0 1/ 1/ 2 99 9 7/ 1/ 1 1/ 1/ 1 99 9 600 date 55