Accounting-based covenants and credit market access Hans B. Christensen and Valeri V. Nikolaev The University of Chicago Booth School of Business 5807 South Woodlawn Avenue Chicago, IL 60637 Abstract: We study how the use of accounting information in private credit agreements affects credit market access. We measure contracting value of accounting information by its ability to explain credit risk and examine how the contracting value influences contractual use of accounting benchmarks (covenants). We argue that profitability-based covenants, which control borrowing by reference to profitability ratios, are employed when accounting information is relatively informative of credit quality. In contrast, capital structure covenants, which limit future borrowing by reference to shareholders’ capital, are expected to be a more robust mechanism to control debt-related agency problems when accounting information has lower contracting value. Our results support these conjectures. Further, we use contracting value proxies as instruments to study the effect of accounting use on the debt levels. We find that profitability covenants promote while capital structure covenants limit the use of debt. Our evidence indicates that accounting used in contracting has a large economic effect on credit market access. Keywords: accounting-based covenants, private debt, contracting value of accounting JEL Classification: M40 First draft: November 2009 This version: January 2010 We thank Phil Berger and Laurence van Lent for helpful comments. Financial support from the University of Chicago Booth School of Business is gratefully acknowledged. 1 1. Introduction A fundamental question in accounting is whether the reliance on accounting information in debt contracts facilitates firms’ access to (or use of) debt financing. The widespread and continued use of accounting data in credit agreements (e.g., Leftwich 1983; Christensen and Nikolaev 2009) is testimony to the usefulness of accounting information in reducing contracting frictions and improving contracting efficiency (Watts and Zimmerman 1986). The focus in much of prior empirical research, however, is on testing whether accounting choice aims at avoiding covenant violations (see Fields et al. 2001, for review). While the scope for manipulations reduces the usefulness of accounting for contracting, there is little, if any, direct evidence on the role of accounting information in creating (or deterring) firms’ access to credit markets. In particular, to what extent would lenders be willing to provide financing to companies if the use of accounting ratios was not an option or if accounting information had little use in describing credit risk? There are several channels through which the use of accounting ratios in debt contracts facilitates access to debt markets. First, accounting-based covenants reduce the agency costs of debt (Jensen and Meckling 1976; Smith and Warner 1979), which make borrowing cheaper and thus can lead to more lending in equilibrium. Second, accounting-based covenants can alleviate credit rationing, which arises in loan markets with imperfect information (Jaffee and Russell 1976; Stiglitz and Weiss 1981). Due to adverse selection and moral hazard problems, some borrowers may not be able to borrow even if they are willing to pay higher than equilibrium interest, while others may not afford debt financing. Contractual requirements to maintain accounting ratios at certain levels can helps banks in ex ante screening borrowers and thus can reduce the amount of credit rationing. Third, accounting covenants can also serve as tripwires 2 that give lenders an option to renegotiate in response to deteriorating economic conditions (Berlin and Mester 1992). Their use can alleviate ‘hold up’ problems associated with short-term debt (Sharpe 1990; Rajan 1992) and improve lenders’ incentives to monitor the loan (Rajan and Winton 1995), thus making debt financing more accessible. The theory that explains the use of covenants, however, commonly assumes that accounting information is available for contracting and portrays the underlying credit risk. Deviations from these assumptions are rarely analyzed in the literature. The literature does not consider how deviations from these assumptions can affect debt contract design, specifically, ways in which companies contract on accounting information, and different channels, i.e., types of accounting variables used in contracting. This raises two empirical questions: How does the ability of accounting information to measure credit risk affects debt contracts’ reliance on accounting ratios or benchmarks in contracts? And, to what extent does the use of accounting ratios or benchmarks in debt contracts affects the amount of debt raised by firms? The answers to these questions are not obvious. On one hand, when accounting information reflects credit quality, lenders should be more willing to contract. If so, we are interested in understanding to what extent this is the case. On the other hand, the role of accounting covenants could mainly be not in promoting the ex ante use of debt but in limiting its ex post levels. For example, lenders may still be willing to lend if covenants were not employed, however, they should charge a lower risk premium if a company restricts future borrowing (by means of covenants). In this study, we attempt to address the questions stated above by performing two sets of analyses. We first examine how the degree to which accounting information reflects credit quality affects the choice of covenants. Second, we examine how the use of covenants in credit agreements is related to the level of leverage. 3 We argue that in relation to controlling the level of debt, accounting benchmarks (covenants) divide into two groups (occurrence of these groups in credit agreements is negatively correlated). The first group we refer to as “capital structure covenants”. These covenants only rely on the balance sheet information and effectively control the ratio of debt to equity. The second group is “profitability covenants” which always rely on income statement information that in some cases is scaled by a balance sheet variable (e.g., minimum ratio of earnings to interest expense or debt). While both covenant types limit debt-related agency problems, we argue that they accomplish this in different ways. Capital structure covenants directly restrict the mix of debt and equity and thus ensure that shareholder’s wealth is sensitive to adverse managerial actions (e.g., overinvestment, or underinvestment in positive NPV projects). This is done without direct reference to profitability (which for instance could be zero or negative in some periods) and a firm can usually avoid violation of these covenants by contributing additional equity or cutting back on dividends. In contrast, we argue that profitability covenants limit leverage indirectly by becoming binding upon earnings deterioration or increases in interest rates. The key difference between capital structure and profitability covenants is that the later generally can detect deteriorations in credit quality sooner than capital structure covenants. For instance, profitability covenants require a decrease in earnings to become binding whereas capital structure covenants generally require a loss or even a series of losses. We hypothesize that profitability covenants are employed when earnings are informative of credit quality. However, capital structure covenants are expected to be a more robust mechanism that limits debt-related agency problems when accounting earnings is a poor predictor of a firm’s credit worthiness. In turn, capital structure covenants are expected to 4 exercise stricter control over the use of debt, while profitability covenants are expected to postpone restrictions on debt until economic performance deteriorates. We use Standard & Poor’s long-term credit ratings to estimate the contracting value of accounting, i.e., its ability to portray the underlying credit risk. Credit ratings are forwardlooking proxies for credit risk that capture the ability and willingness of a corporation to meet its financial obligations. We follow Ball, Bushman and Vasvari (2008) and measure the contracting value of accounting information at industry level.1 While our approach is similar to that in Ball et al., it has several important distinctions (discussed in Section 3.2 in more detail). Intuitively, our proxies measure the inherent degree to which accounting ratios are a sufficient statistic in describing the credit risk within industries. Thus, contracting value proxies are defined as Rsquareds from industry level regressions of credit ratings on accounting variables commonly used in contracts. We use Dealscan as the source of information on private lending agreements and limit to contracts for which the covenants information is available. We measure firms’ reliance on accounting information in the contracting process by the number of accounting-based ratios (covenant benchmarks of the two types) employed in lending agreements. We document that profitability and capital structure covenants act as substitutes: they are negatively correlated and exhibit associations of opposite sign with most firm/contract characteristics. The results imply that the two types of covenants are used in different situations. A direct implication for future research is that pooling covenants of these types together to form a single covenant index is not innocuous. More importantly, we find that the use of profitability covenants is increasing, while the use of capital structure covenants is decreasing, in the debt 1 These measures are subsequently used in firm-level regressions as explanatory variables of instruments. Data limitations generally preclude measuring contracting value at firm-level. Nevertheless, measurement at industry level fits well with our analysis. While the use of covenants can differ with firm’s characteristics, lenders are likely to rely at their industry experience to assess the ability of accounting information to capture credit quality. 5 contracting value of accounting information. The evidence suggests that profitability covenants are chosen over capital structure covenants when accounting does well in describing firm’s credit quality, in line with our predictions. The documented effects hold when we control for a number of commonly used determinants of covenant use. Our second set of results shows that profitability covenants exhibit strong positive association with the level of long-term debt following debt issuance whereas the opposite is true for capital structure covenants. One accounting-based covenant on average is associated with 0.04 higher leverage. The result holds despite the presence of a comprehensive set of determinants of leverage used in the literature. Consistent with this result, we find that the fraction of profitability covenants is positively associated with leverage, controlling for total number of covenants. Endogeniety in the relation between covenants and the level of debt is an important issue that complicates the interpretation of our results (we discuss this issue more extensively in Sections 3.1 and 6). To what extent can the results be attributed to the use of accounting benchmarks per se, rather than to credit risk increasing in leverage and hence the need for additional covenants? To address this issue we instrument for covenants using our proxies for the debt contracting value of accounting information. The reliance on covenants is expected to shift with the contracting value of accounting information. At the same time, unless via the use of covenants, the contracting value of information should not have a direct effect on leverage (supply of debt) and thus the exclusion restriction can be applied (we also use an alternative set of instruments computed by looking at the use of covenants by other companies with the same lead arranger, see section 6.3). The results of this analysis suggest that contractual use of accounting information affects the supply of debt financing and that the effect is due to the use of profitability covenants. The economic magnitude of these results is substantial. As we 6 discuss later in the paper, we are able to identify the effect of covenant mix on the level of debt. Contracts with 100% use of profitability covenants exhibit 0.21 higher level of leverage as compared to 100% balance sheet covenants. Because our study is conditional on covenants being used, more research is needed to understand the ex ante effect covenant inclusion on the supply of credit. Overall, the results imply that credit agreements can either use capital structure covenants that ex ante limit debt market access or, when accounting provides a good description of credit quality, opt for profitability covenants that postpone the point at which financing is restricted to a future adverse event. Indeed a recent study by Roberts and Sufi (2009) documents significant decline in debt use/issuance following covenant violations. Our results complement theirs and indicate that profitability covenants allow companies to borrow more ex ante. Overall the results are consistent with accounting having a large effect on debt market access. The remainder of our paper is structured as follows: Section 2 discusses the roles of accounting in credit agreements and develops hypotheses; Section 3 explains our empirical strategy and the research design; Section 4 outlines the sample selection method and provides descriptive statistics; Section 5 presents the results on covenant choices and the contracting value of accounting; Section 6 examines accounting-based covenants affect on credit market access; and Section 7 concludes our study. 2. Background and hypotheses In the presence of agency and/or information problems between borrowers and lenders, firms may not be able to raise the level of debt they would prefer to raise in a frictionless market. Agency problems can lead to asset substitution (Jensen and Meckling 1976), debt overhang 7 (Myers 1977), or claim dilution problems (Smith and Warner 1979). All these problems become more severe as leverage increases and, therefore, can make lending less attractive (or substantially increase its costs), i.e., restrict credit market access. Additionally, the presence of information asymmetry in the lending market opens up the scope for adverse selection and moral hazard problems and thus can lead to credit rationing (Stiglitz and Weiss 1981), which arises when firm’s credit quality cannot be easily evaluated by the lender while increasing borrowing costs attract more risky companies. Thus, irrespective the amount of interest a borrower is willing to pay, banks may not be willing to lend funds to some borrowers. Covenants are a contracting mechanism that limits both agency costs and adverse selection and thus is expected to influence the supply of debt capital ceteris paribus. Reliance on covenants reduces the agency problems because they limit managers’ ability to take opportunistic actions that hurt debtholders (e.g., Smith and Warner 1979). In addition covenants may serve as a signaling/screening device that help lenders learn information about the borrower, which in turn alleviates credit rationing. The main role of accounting in debt markets is to provide contractible information used to detect financial distress and contractually transfer control rights to debtholders at times when the value of their stakes is at risk. Depending on the industry a company operates in (i.e., type of business, informational environment, growth opportunities, nature of assets and liabilities, etc.) the extent to which accounting information reflects the credit quality is expected to vary. In turn, reliance on covenants as a mechanism that limits contracting frictions is expected to vary with the contracting value of accounting information. Furthermore, as covenants cannot control the underlying agency problems in the same manner when the contracting value of accounting information is poor this is expected to affect the supply of debt. 8 2.1. Capital structure versus profitability covenants We classify covenants into two categories: capital structure covenants and profitability covenants. Capital structure covenants typically restrict on the maximum portion of debt (or minimum amount of equity), for instance, by requiring a leverage ratio or net worth maintained. Shareholders may contribute additional equity capital or cut back on dividends to meet the capital structure covenants. In contrast, profitability covenants place no direct restrictions on capital but require a minimum level of earnings-to-interest (or earnings-to-debt) and are more difficult to relax by additional equity contributions or dividend cuts. We argue that, while both groups of covenants limit agency problems, they accomplish this in different ways. Capital structure covenants effectively force shareholders to participate with a minimum fraction of their own capital in projects the firm invests in. This ensures that shareholders' wealth is sensitive to actions that decrease firm value. This also encourages shareholders to monitor managements' actions and aligns interests of shareholders with those of debtholders. In other words, capital structure covenants reduce agency problems by requiring a higher level of equity than shareholders may otherwise prefer. In contrast, provided a firm is sufficiently profitable, profitability covenants do not directly require shareholders to maintain any minimum level of shareholders' equity. Instead, profitability covenants transfer control rights to lenders when the firm performs poorly and, consequently, agency conflicts become more severe. By transferring control rights upon deteriorations in credit quality, profitability covenants can limit the increased potential for debtholders’ value expropriation, which is a rather different way to deal with agency costs. Another distinction between the two types of covenants that we identify is the timeliness of control transfers. Capital structure covenants are based on the cumulative amount of 9 profitability plus shareholders' net contribution of capital. Profitability covenants, however, are functions of current earnings only. This generally means that, for capital structure covenants to become binding, a company needs a loss or even a series of losses. In contrast, profitability covenants will generally become binding in the period when a company experiences a substantial decline in profitability (which need not be a loss). This suggests that profitability covenants are likely to detect economic distress and transfer decision rights to debtholders earlier than capital structure covenants. Finally, profitability covenants require that accounting information reflects firm’s credit quality. If this is not the case, profitability covenants will be ineffective at limiting agency problems because they will not transfer control rights to lenders when agency conflicts become more sever. Capital structure covenants do not have as strong of a requirement for accounting information to explain credit quality. In part this is because capital structure covenants reduce agency costs by aligning shareholders’ and debtholders’ interests rather than by identifying the timing of credit quality changes. And, in part, because accounting noise components in earnings reverse over time and, therefore, have little long-term impact on the cumulative measures that capital structure covenants rely on. The above arguments imply that, when accounting information portrays credit quality reasonably well, profitability covenants can detect deteriorations in credit quality before capital structure covenants and thus will be used as a contracting mechanism. Early detection of credit quality deterioration is important because shareholders have stronger incentives to expropriate debtholders' wealth when a company moves closer to default. However, when contracting value of accounting information is relatively poor, reliance on profitability covenants is likely to be ineffective and costly and thus we predict lenders to resort to the less flexible but arguably more 10 robust mechanism to control the agency problems – capital structure covenants. Thus, our first hypothesis is: H1: The number of profitability (capital structure) covenants in credit agreements is positively (negatively) associated with the extent accounting earnings’ reflect credit quality. 2.2. Covenants and credit market access It is often argued in the capital structure literature that firms appear to be underleveraged and thus to forego an opportunity to increase firm value by exploiting the tax advantage of debt financing (Graham 2000). Limited access to credit markets has been argued as one explanation for this result (Faulkender and Petersen 2006). Frictions that arise in credit markets, such as agency and/or information problems (that give rise to capital rationing or agency costs), are likely to be key in explaining the limited use of debt financing. The contractual reliance on accounting information serves the purpose of reducing these market frictions, and thus promotes the access to debt financing. Hence we hypothesize: H2: The use of accounting ratios in debt contracts increase access to debt financing. It is not obvious, however, that accounting increases the use of debt financing. At loan origination, provided that accounting is suitable for contracting purposes, lenders may be willing to lend more when covenants are used. However, the very purpose of many covenants is ultimately to limit the use of debt. Limitations on indebtedness is the mechanism that controls the contracting frictions discussed earlier. Thus, empirically, one can find either a positive or a negative association between leverage and covenants. Which of the two effects dominates in practice is an empirical question and likely depends on the type of covenants at hand. Because capital structure covenants reduce agency costs by limiting debt relative to equity (and thereby increase the sensitivity of shareholder’s wealth to changes in the market value of the firm) they 11 are more likely to serve as limitations on the level of debt. Profitability covenants, on the other hand, are more likely to control leverage ex post, that is, by detecting when a firm performs poorly and promptly reallocating decision rights to debthoders. Profitability covenants do not require a maximum level of debt as long as the firm is sufficiently profitable. For example, increase in profitability implies greater latitude in issuing debt under profitability covenants then under capital structure covenants. Provided a good accounting measure of default risk is available, profitability covenants are more likely to promote debt market access as long as the firm is not at risk of violating covenant thresholds. Our third hypothesis is: H3: Firms that rely on profitability covenants more than on capital structure covenants have increased access to credit markets. Notice that hypotheses H1 and H3 are closely connected. When accounting does well in reflecting companies’ credit quality, a company is expected to use profitability covenants that postpone the point at which credit market access is restricted (if an adverse event occurs in the future) and thereby can afford higher levels of debt. 3. Empirical strategy and research design 3.1. Identification. Theoretical arguments presented earlier suggest that the use of accounting information in debt contracts helps controlling the contracting frictions present in credit markets. Firms are thus expected to enjoy increased access to debt financing when accounting information is available for contracting purposes. The use of accounting information in the contracting process is likely to depend on its ability to reflect the firm’s underlying credit risk. The empirical strategy discussed in this section seeks to identify the effect of accounting information use in contracts on the level of debt financing obtained by firms. We start by specifying a basic regression model 12 and discuss the identification issues that arise when estimating this model. We consider firms’ leverage to be a function of firms’ access to debt markets (Faulkender and Petersen 2006) and the number of accounting-based benchmarks that a lending agreement employs.2 The model we are interested in is the following: Leverageit 1 1 ACovenantsit k X kit 1 it 1 (1) where Leverage is the ratio of long-term debt to total assets, ACovenants is a proxy for reliance on accounting-based benchmarks of a certain type, and Xk represents a comprehensive set of determinants of leverage (discussed later in the paper). The coefficient, 1 , is predicted to be positive if covenants indeed facilitate access to debt financing, but its OLS estimates cannot be interpreted as causal effects since covenants are endogenous to leverage. Specifically, increases in leverage will be accompanied by increasing default risk and are, therefore, expected to increase the use of covenants. However, to the extent the increase in the use of covenants makes the increase in leverage possible, this result is still useful. While it does not bear a causal interpretation, the association is still relevant as it suggests that covenants are a necessary, although may not be a sufficient, condition to raise debt. Would firms be able to choose the same level of debt if the use of covenants was not an option? Their strong association with leverage implies that, at best such a choice would be more expensive, if at all feasible (e.g., due to credit rationing). The problem may arise when some companies willing to use covenants are not able to borrow (i.e., we do not observe the counterfactual). The question of whether a 2 There is a difference between access to debt financing and actual use of debt (e.g., zero leverage companies can have access to debt financing). We assume that use of debt is a function of the access to debt financing. Therefore, increased access to debt financing, ceteris paribus, should lead to higher level of debt, while higher levels of debt should be indicative of credit market access. 13 random firm that is willing to rely on more covenants is able to borrow more is more difficult to answer, as we discuss next. Identification of the causal effect, 1 , requires a set of instrumental variables that do not directly influence leverage, but that are capable of inducing variation in the use of accounting covenants. We construct our set of instruments by measuring properties of accounting information. These properties, while theoretically having no direct relation to leverage, are expected to exhibit association with the use of covenants. Specifically, the extent to which accounting information reflects credit risk makes the use of accounting-based covenants, and profitability covenants in particular, a more attractive contracting mechanism. Proxies for the contracting value of accounting information, discussed next, are thus suitable instruments. 3.2. Measuring the contracting value of accounting information. To quantify the ability of accounting information to capture companies’ default risk we construct a number of “contracting value proxies”. We follow Ball et al. (2008) and base our contracting value proxies on industry-level regressions of (quantified) long-term debt ratings on quarterly accounting variables commonly used in lending agreements (i.e., earnings, cash flows, interest coverage, etc).3 As the objective of credit ratings constructed by S&P is to describe companies’ credit risk profile, we use R-squares from these regressions to proxy for the ability of accounting information to explain default risk. Debt ratings are constructed by S&P based on the comprehensive analysis of both financial and non-financial information, as well as information about other companies in the industry. Thus low explanatory power of accounting variables in explaining credit ratings indicates the presence of a substantial information component not 3 Quarterly data measurement is justified by its use for quarterly compliance with accounting-based covenants common for private credit agreements. 14 reflected in the accounting information that credit agreements rely on (but which needs to be taken into account in assessing credit risk). In contrast, high R-squared implies that accounting benchmarks are sufficient statistics for determining credit risk within a particular industry. The regressions are estimated at the industry level over the period 1988-2008. Our approach differs from that in Ball et al. who measure the association of changes in accounting earnings with changes in credit ratings (downgrades) for the following reasons. First, our objective is different. We attempt to measure whether accounting information sufficiently explains credit risk, or whether there is a significant non-accounting (orthogonal) information component (residuals) in credit ratings. Changes in credit ratings are rare and for some companies credit ratings do not change over many years. Given this, it is difficult to evaluate whether accounting information explains (as a sufficient statistic) credit quality by examining changes in credit ratings.4 Second, we cannot directly observe credit rating downgrades.5 Next, we describe the definitions of the specific contracting value proxies our analysis rely on. CV1: Our first proxy, CV1, for the debt contracting value of accounting information, is based on the following industry-level regression: Ratingit 0 1Eit 2 Eit 1 3Eit 2 4 Eit 3 5 Eit 4 it (2) where Ratingit is constructed by assigning “1” to companies with the highest credit rating following quarter t, “2” to companies with second highest credit rating, and so on, and subsequently taking natural logarithm of this variable. Eit s is earnings before extraordinary 4 As an extreme example, consider firm/industry with no changes in credit ratings. Accounting information can still do a good job indicating credit quality. 5 For example, suppose we observe credit rating as of February 1, 2000 and, subsequently, on April 1, 2002 a lower rating. This can either mean that company was downgraded right before April 1, or alternatively that there was an interruption in coverage. 15 items in quarter t s divided by average total assets over that quarter. CV1 equals R-squared from model (2). CV2: Our second contracting value proxy, CV2, is R-squared from the following industry-level regression: Ratingit 0 1Eit 2 Eit 1 3 Eit 2 4 Eit 3 5 Eit 4 6CFOit 7CFOit 1 8CFOit 2 9CFOit 3 10CFOit 4 it (3) where CFOit s is quarter t s cash flow from operations scaled by average total assets in that quarter; other variables are defined previously. CV3: Our third proxy, CV3, is R-squared from the following industry-level regression: Ratingit 0 1Coverit 2Coverit 1 3Coverit 2 4Coverit 3 5Coverit 4 it (4) where Coverit s is quarter t s coverage of interest; other variables are defined previously. CV4: Our fourth contracting value proxy, CV4, is R-squared from the following industrylevel regression: Ratingit 0 1EDit 2 EDit 3EDit 1 4 EDit 2 5 EDit 3 6 EDit 4 it (5) where EDit s is quarter t s ratio of earnings before extraordinary items to average total liabilities; other variables are defined previously. CV5: Our fifth, all-in-one, contracting value proxy, CV5, is based on R-squared the following industry level regression: Ratingit 0 1Eit 2CFOit 3Coverit 4 DEit 5 Debtit it (6) where Debt the ratio of total liabilities to assets in quarter t; the other variables are defined previously. 16 Appendix A provides pooled sample estimates for models (2) – (6). In addition to the individual contracting value proxies discussed above we construct a composite measure, CVALL, by taking the average of all five contracting value proxies and use this measure as an alternative. 3.3. Proxies for timely loss recognition. Timely loss recognition, or conditional conservatism, plays an important role in debt markets (Watts 2003). In particular, timely loss recognition is expected to improve the contracting value of accounting-based covenants by facilitating transfers of control to debtholders when a company approaches financial distress (Ball and Shivakumar 2005). We thus measure timely loss recognition and use it to validate our measures for the contracting value of accounting.6 Timely loss recognition, TLR1, is measured by the coefficient 3 from the following model based on Basu (1997): Et / Pt 1 0 1D( Rt 0) 2 Rt 3D( Rt 0) Rt t (8) where Et / Pt 1 is defined as a ratio of annual earnings before extraordinary items (scaled by beginning of period market value of common stock, Rt is stock return from CRSP compounded over twelve months starting three months after the beginning of the fiscal year (to exclude prior earnings announcement effects), and D(.) is an indicator function. This regression is estimated at the industry level over the period 1988-2008. As scaling by price can confound inferences (Patatoukas and Thomas 2009), we also use earnings before extraordinary items scaled by average total assets as the dependent variable in 6 Ball et al. (2008) also use timeliness, R-squared from regression of stock returns on accounting earnings and their changes. They find, however, that timeliness exhibits negative correlation with two other contracting proxies. Given this, and that contracting benefit of higher return-earnings association is unclear, we do not include this measure. 17 regression (8). The coefficient 3 from this regression is defined as our second proxy for timely loss recognition, TLR2. 4. Sample and summary statistics 4.1 Sample selection Our data comes from several sources. We use Dealscan to measure reliance on accounting-based covenants and other loan characteristics. Accounting information variables and firm characteristics are constructed based on data from Compustat. We merge loan contracts from Dealscan to fiscal years in which they are issued on Compustat, based on the link constructed (and maintained) by Chava and Roberts (2008).7 If a deal package has more than one credit facility, we randomly take one of the facilities; however, we leave out all facilities with maturities of one year or less (as accounting covenants are less of a concern for short term debt). Contracts for which covenant information is not available are excluded from the analysis.8 The classification of accounting-based covenants into profitability covenants (PRCovenants) and capital structure covenants (CSCovenants) is described in Appendix B. To construct the proxies for contracting value of accounting information we link the S&P Credit Ratings Database to the Compustat quarterly database and use S&P’s local currency firms’ long-term credit ratings. Each credit rating observation is linked to accounting information from the preceding fiscal quarter. If S&P did not update credit rating data during a particular quarter, we use the most recent long-term credit rating. S&P Credit Ratings dates back 7 We thank the authors for generously sharing the link information. 8 Approximately, 50% of credit agreements in Dealscan are coded as having no covenants. It is unlikely that these credit agreements do not employ covenants given that we know that almost all private credit agreements’ rely on covenants (e.g., Christensen and Nikolaev 2009). Thus, we exclude contracts with no covenant information rather than set this number to zero. 18 to the 1920s, however, coverage is sparse before 1986. As we further require cash flow statement data, in the estimation of the contracting value proxies, we limit the sample to the period 1988-2008. Over this period S&P rated over 5,500 companies and on average released credit rating (or economic outlook) information 1,900 times per year (this number ranges from about 500 in 1988 to 3,300 in 2008). On average it takes more than a year for S&P to updates the information about long-term credit of a given company. Contracting value is measured based on SIC industry classification: 3-digit SIC is used in cases where more than twenty five companies and two hundred fifty quarterly observations are available; SIC codes that do not meet this requirement are combined and considered at the 2digit level. We further exclude resulting industry groups with less than twenty five companies or two hundred and fifty quarterly observations to improve the reliability of estimates and avoid over-fitting that may occur in small samples. This procedure results in 50 industry groups. We employ analogous industry classification (and data requirements) when measuring timely loss recognition. These properties are estimated using the intersection of CRSP and annual Compustat data. 1% of observations for CRSP and Compustat variables used in this study are left out at each tail and the sample is restricted to non-negative EBITDA (necessary to compute coverage of interest).9 All variables are defined in Appendix C. The final sample size varies from 5,000 to 7,000 debt contracts depending on data availability in the specific regressions. 4.2. Summary statistics. Table 1 presents summary statistics for variables used in the subsequent analysis. With a mean (median) market value of assets at $3,780 ($923) millions our sample is represented by 9 The results are not sensitive to this choice. 19 relatively large firms. Average book-to-market is 0.62 which is typical for an average Compustat firm. Leverage, as measured by long-term debt divided by book (market) value of assets is 27% (20%). This is substantially higher than the population of Compustat firms for which long-term debt constitutes 17% (12%) of book (market) value of assets. Turning to contracting value proxies, their averages range from 17% to 29%, which is the portion of variance in credit ratings explained by accounting information variables. Table 2 provides correlations among contracting value proxies as well as their correlations with timely loss recognition proxies and industry level cash flow variability. All CV proxies exhibit high positive correlations. CV proxies also exhibit positive and significant correlations with TLR proxies. The correlation between TLR1 (TLR2) and CVALL is 28% (31%). This result is in line with timely loss recognition being a desirable accounting income property in debt markets, and serves as a validity check for our contracting value proxies. Table 3 provides Pearson correlations among firm- and contract- level variables as well as their correlation with the composite contracting value proxy, CVALL. Notably, CVALL exhibits the highest correlations with PRCovenants (0.22) and CSCovenants (-0.19). Profitability covenants (PRCovenants) and capital structure-based covenants (CSCovenants) exhibit a significantly negative correlation of -0.44. This suggests that indeed these two types of covenants serve as substitutes rather than complements, an issue we study in more detail next. 5. The contracting value of accounting information and covenants. This section studies the determinants of the covenant mix. Subsequently, we examine the relation between contracting value proxies and the choice between profitability and capital structure covenants (i.e., provide evidence on hypothesis H1). 20 5.1. Determinants of profitability and capital structure covenants. The correlation matrix in Table 3 suggests that profitability and capital structure covenants are used in different situations. To establish how different profitability and capital structure covenants are we explain their use by the most common variables shown by prior research to determine the use of covenants in general (Nash et al. 2003; Billett et al. 2007). We do not include leverage as an explanatory variable as the relation between covenants and leverage is the focus of our analysis later in the paper (including instrumental variable tests). Table 4 presents the estimated coefficients for regressions of covenants of the two types on their determinants. Model (1) explains the determinants of profitability covenants, while Model (2) explains the use of capital structure covenants. Interestingly, except for ROA which has a significantly positive coefficient in both of these models, the majority of determinants load significantly but with the opposite signs in the models. Specifically, Size, book-to-market (B/M), R&D, dividends (Div), tangibility (Tang), and Age are negatively related to the use of profitability covenants but are positively related to capital structure covenants. The opposite is true in the case of deal size (DealAmount), and loan maturity (Maturity). Model (3) analyses the determinants of covenant mix, defined as the ratio of profitability covenants to the sum of all covenants. The estimates indicate that the mix of covenants itself is non-random and exhibit predictable associations with most firm- and contract-level characteristics. The results above indicate that pooling all covenants is rarely meaningful, which has direct implications for empirical research that combines covenants into one proxy to measure their use. The documented relationship between the two classes of covenants or their mix and other firm/contract characteristics is intuitive in many cases. For example, firms that are larger, older, and have higher levels of tangible assets are leaning towards capital structure covenants, 21 which can be explained by timely accounting information being lees important in monitoring credit risk for these firms. In contrast, large loans and loans with longer maturities are more likely to rely on profitability covenants. Interestingly, R&D intensive firms rely less on profitability covenants and more on capital structure covenants, which is consistent with lower contracting value of earnings for these firms. Overall, the evidence in this sub-section confirms our prior that the two types of covenants will be used in different situations and act as substitutes. More research is needed, however, to enhance our understanding of the differential role of the two classes of covenants. 5.3. The choice of covenants and the contracting value of accounting information. In this subsection, we examine the relation between the proxies for debt contracting value of accounting information and the use of covenants, and test the first hypothesis (H1). According to H1, the use of profitability (capital structure) covenants is expected to increase (decrease) in the CV proxies. We start with separate univariate analysis of both types of covenants and subsequently employ multiple regression to explain their mix. Profitability covenants. Table 5 presents the univariate regression results of profitability covenants (PRCovenants) on CV proxies as well as TLR proxies. The estimates on all individual proxies CV1 – CV5, as well as their composite measure, CVALL, are positive and statistically significant. In addition, the coefficients on proxies for timely loss recognition, TLR1 and TLR2 are also positive and statistically significant. R-squares in many of these regressions are around 5%. The results are consistent with H1 and imply that the use of profitability covenants increases with the contracting value of accounting information. Such relation is intuitive as profitability covenants become more effective in reducing the underlying contracting frictions, when they can promptly transfer control to debtholders following a decline in firm’s credit 22 quality, i.e., when accounting information has contracting value. Next, we examine the capital structure covenants. Capital structure covenants. Table 6 presents the univariate regressions of capital structure covenants on CV and TLR proxies. The findings closely mirror the evidence for profitability covenants as all the contracting proxies, CV1 – CV5, as well as TLR1 and TLR2 exhibit a negative and significant association with the use of capital structure covenants. This evidence is also in line with H1 and confirms prior evidence that the two types of covenants act as substitutes. The results broadly suggest that companies retreat to capital structure covenants in situations, where accounting information does not reflect the underlying default risk. As we argued earlier, in such situations the capital structure covenants are expected to be more robust. Covenant mix. Finally, Table 7 presents the univariate regressions of the mix of covenants (CovenantMix = PRCovenants/(PRCovenants + CSCovenants)) on CV and TLR proxies. As one would expect based on prior tests, CovenantMix exhibits a statistically significant positive association with the contracting value proxies. The explanatory power in case of CV1–CV4 exceeds 5%. To isolate the confounding effects of other relevant firm- and contract-specific characteristics on the relationship between covenants and contracting value proxies, we regress the mix of covenants on the contracting value proxies and a wide range of control variables. Table 8 presents the estimates for this model. Despite the presence of control variables, the CovenantMix exhibits a significantly positive association with the CV and TLR proxies. This corroborates prior evidence and implies that the mix of covenants is a function of inherent properties of accounting information, and more specifically its ability to measure the underlying default risk and its changes. 23 5.4. Robustness checks. Following Ball et al. (2008) we cluster the standard errors at firm level. One may argue that standard errors should be clustered at industry level. The econometric argument is not straightforward as measuring a right hand side variable at industry level does not in itself introduce non-independence to the error term in regression. Specifically, when industry level variables are measured without error, non-independence of the error term across different companies within the same industry does not arise. Thus, industry clustering is likely to overstate standard errors. When measurement error in industry level variables is present, the non-independence of the error term, however, is of secondary importance as its presence confounds the identification. We require a substantial number of observations within industries to measure industry-level proxies more precisely (see Section 4) and thus report errors clustered at firm level. To demonstrate the robustness of our results, we also verify that results in Tables 5 – 8 remain statistically significant when errors are clustered at industry level. We do not tabulate these results to preserve space, however. 6. Accounting-based covenants and credit market access This section examines our main question of interest, namely, whether the use of accounting information in debt contracts facilitates firms’ access to debt financing. We begin with OLS analysis of leverage as a function of its determinants known in the literature and the number of accounting-based covenants. Since OLS precludes causal interpretations of our results we proceed by performing IV analysis. 24 6.1. Covenants and leverage: Ordinary least squares. Table 9 presents the results of OLS regressions of leverage on covenants and their mix. We employ both book- and market-based proxies for leverage: levbook and levmkt, respectively. Columns (1) and (2) suggest that leverage has a statistically significant relation to the total number of accounting based benchmarks used in lending agreements (TotalCovenants = PRCovenants + CSCovenants), which is consistent with H2 but confounded by endogeneity of covenants. However, when we separate the covenants into two classes, as suggested by models (3) and (4), profitability covenants have a statistically significantly positive association with leverage, while the opposite holds for capital structure covenants. On average, one profitability covenants is associated with 5.4% (4.0%) higher level of levbook (levmkt), while one capital structure covenant is associated with 2.6% (1.8%) lower levbook (levmkt). The economic magnitudes of these estimates are large, especially, taking into account that we control for most commonly used determinants of leverage. These associations are consistent with profitability covenants facilitating access to debt financing, and capital structure covenants, in contrast, limiting the level of debt, as we discuss in Section 2 and put forward in hypothesis H3. An alternative interpretation of these results is that leverage increases default risk which in turn leads to more heavy use of covenants, i.e., covenants may be a necessary, but not sufficient, condition for increased borrowing. In this case, however, we would expect leverage to exhibit positive associations with both types of covenants. The models (5) and (6) of Table 9 examine the effect of the mix between profitability and capital structure covenants on book- and market-leverage, respectively. Controlling, for the total number of covenants, the mix of covenants has a statistically significant and economically important association with leverage. Firms that use 100% profitability covenants have 12% (9%) 25 higher level of levbook (levmkt). Although the evidence from this analysis cannot be interpreted as causal, it does highlight the key role of accounting-based covenants in determining firms’ capital structure. 6.2. Covenants and leverage: Instrumental variable analysis with industry level instruments. Our identification strategy relies on correlations between the properties of accounting information (CV1 – CV5) and the use of accounting-based covenants. The limitation of these instruments is that, although they are useful in explaining the mix of profitability and capital structure covenants, they cannot explain their independent inclusion into the contract. In other words, as contracting value increase, we observe substitution of capital structure covenants with profitability covenants. To test H2, however, we need instruments predicting each class of covenants, while holding the other class unchanged (i.e., holding everything else constant). This generally precludes the tests of H2 using instrument variables, however, enables the test of H3. That is, we are able to determine whether relatively more heavy reliance on profitability covenants affects the amount of leverage. While prior studies employed industry-level instruments when examining debt market access (e.g., Faulkender and Petersen 2006), a caveat applies. While conceptually appealing, industry based instruments may not be fully exogeneous, and one should bear this in mind when interpreting the results. To alleviate this concern, we perform the analysis using an alternative set of instruments as a robustness check in subsection Table 10 presents 2SLS analysis, where CV1 – CV5 are used as instruments. Across four models, the partial R-squared is in the range 4.9-5.9%, which indicates a considerable incremental explanatory power of the instruments in the first stage regressions (cluster adjusted F-tests are highly significant throughout the four models). As other loan-characteristics are generally also endogenous, and since we do not have a set of instruments to deal with this issue, 26 we show specifications with and without main loan characteristics. The results show that CovenantMix has a statistically significant effect on both leverage proxies. The economic effect is also large. Specifically, when loan characteristics are included, firms that rely fully on profitability covenants reach 30% (21%) higher levels of book (market) leverage as compared to firms that fully rely on capital structure covenants. The corresponding effects are similar if the loan characteristics are excluded. 6.3. Robustness check: Instrumental variable analysis with lender level instruments. We also examine an alternative set of instruments to alleviate concerns with validity of the instruments. Specifically, we measure lead arranger reliance on covenants (and their mix) and use these as instruments in our analysis. Specifically, for each loan, we calculate the average number of profitability and capital structure covenants across all contracts originated by a particular lead arranger over the five years preceding a particular loan, excluding the current borrower company. We find substantial variation with respect to covenants use across lenders. In spirit, our procedure to construct instruments is similar to Christensen and Nikolaev (2009), Faulkender and Petersen (2006), and Ivashina (2009), although their context differs. The rationale for our instruments is the following: the lender-level averages aim at determining a standard (boilerplate) contract offered by the lead arranger to various borrowers, that is expected to vary with lender’s preferences with respect to the use of accounting basedcovenants (and may in part be due to lender’s specialization). Some lenders are known to rely on covenants more than others (while others price protect instead). Thus, the use of covenants in a particular loan will be correlated with lead lender preferences, while at the same time the lead lender’s preference for covenant use is not a direct determinant of firms’ leverage (unless via the use of covenants, controlling for other characteristics). In other words, lender-level 27 preferences/specialization conceptually is an appropriate instrument. Partial R-squareds indicating explanatory power of the instruments vary between 3.0 and 5.7%. The results of this analysis are presented in Table 11. The results are similar to those in Table 10 and even indicate a higher effect of CovenantMix on the level of debt financing. Overall, the results of our analysis provide evidence on the importance of accounting for debt contracting. The ability to use accounting-based benchmarks as an input into covenant provisions has a large economic effect on firms’ ability to access credit markets. 7. Conclusion In this paper we examine the effect of reliance on accounting-based benchmarks in private lending agreements on the level of debt. We argue that the use of accounting ratios in the definitions of financial covenants increases firms’ access to credit markets. Accounting-based covenants alleviate agency and information problems that arise in credit markets and thus facilitate borrowing. The ability of accounting information to reflect firms’ credit risk is shown to be an important determinant of covenants and their mix. Specifically, firms substitute to more timely profitability covenants from capital structure covenants as the contracting value of accounting information increases. This, as shown by our instrumental variable tests, leads to increases in firms’ debt capacity. More research is needed, however, to understand the effect reliance on accounting based covenants on the level of debt as we are only able to identify the effect of covenant mix on leverage. 28 References Ball, R., and L. Shivakumar. 2005. Earnings quality in UK private firms: comparative loss recognition timeliness. Journal of Accounting and Economics 39 (1):83-128. Basu, S. 1997. The conservatism principle and the asymmetric timeliness of earnings. 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Zimmerman. 1986. Positive accounting theory: Prentice-Hall contemporary topics in accounting series. 30 Appendix A: Estimation of CV proxies: Pooled regressions This appendix presents parameter estimates for models (2) – (6) based on pooled sample. Ratingit is constructed by assigning “1” to companies with the highest credit rating following quarter t, “2” to companies with second highest credit rating, and so on, and subsequently taking natural logarithm of this variable. Et-s is earnings before extraordinary items scaled by average total assets in quarter t s divided by average total assets over that quarter. CFOt-s is quarter t s cash flow from operations scaled by average total assets in that quarter; Covert-s is quarter t s coverage of interest; EDt-s is quarter t s ratio of earnings before extraordinary items to average total liabilities; Debt the ratio of total liabilities to assets in quarter t. VARIABLES Et Et-1 Et-2 Et-3 Et-4 CFOt CFOt-1 CFOt-2 CFOt-3 CFOt-4 Covert Covert -1 Covert -2 Covert -3 Covert -4 EDt EDt -1 EDt -2 EDt -3 EDt -4 Debtt (1) Rating (2) Rating -18.19*** (-5.910) -17.58*** (-19.68) -19.94*** (-21.31) -19.72*** (-21.66) -18.53*** (-20.05) -16.36*** (-5.592) -15.88*** (-18.38) -17.81*** (-19.77) -17.48*** (-19.42) -16.59*** (-18.16) 1.391*** (2.782) -2.556*** (-6.461) -2.312*** (-5.600) -1.039*** (-2.589) -4.087*** (-9.474) (3) Rating (4) Rating (5) Rating -29.55*** (-4.339) -4.562*** (-6.554) -0.299*** (-7.192) -0.255*** (-10.33) -0.318*** (-15.10) -0.345*** (-15.18) -0.434*** (-11.37) -0.501*** (-5.540) -9.324*** (-3.569) -7.074*** (-12.36) -7.965*** (-13.75) -7.429*** (-12.88) -6.351*** (-10.57) 12.02*** (3.533) 7.260*** 31 Constant 10.32*** (124.0) 10.70*** (101.4) 11.90*** (67.07) 10.14*** (99.78) (17.88) 8.207*** (33.64) Observations 59532 56554 50577 59796 60610 R-squared 0.148 0.162 0.178 0.101 0.254 Robust t-statistics adjusted for clustering at firm level are in parentheses, *** p<0.01, ** p<0.05, * p<0.1 Appendix B: Covenant classification. Profitability-based covenant benchmarks: (1) Cash interest coverage ratio; (2) Debt service coverage ratio; (3) Level of EBITDA; (4) Fixed charge coverage ratio; (5) Interest coverage ratio; (6) Debt to EBITDA; (7) Senior debt to EBITDA. Capital structure-based covenant benchmarks: (1) Quick ratio; (2) Current ratio; (3) Debt-to-equity ratio; (4) Loan-to-value ratio; (5) Debt-totangible-net-worth ratio; (6) Leverage ratio; (7) Senior leverage ratio. Appendix C: Variable definitions. Levbook = ratio of long-term debt (Compustat item TLDT) divided by total assets (Compustat item AT). Levmkt = ratio of long-term debt (Compustat item TLDT) divided by market value of total assets (Compustat: AT – SEQ + PRCC_F×CSHO). Size = natural logarithm of “market value” of total assets (Compustat: log(AT – SEQ + PRCC_F×CSHO)). Margin = total revenue divided by- cost of goods sold (Compustat items REVT/COGS). B/M = book-to-market ratio (Compustat: SEQ/(PRCC_F×CSHO)). R&D = R&D expense divided by total revenue (Compustat: XRD/REVT). expense is replaced with zeros. Adv = Advertizing expense divided by total revenue (Compustat: XADV/REVT). SG&A = SG&A expense divided by total revenue (Compustat: XSGA/REVT). Capex = Capital expenditures divided by total assets net of capital expenditures (Compustat: CAPX/(AT – CAPEX)). ROA = Return on assets defined as a ratio of income before extraordinary items divided by total assets. Div = Dividend yield computed as a ratio of common dividends to market value of equity (Compustat: DVC/(PRCC_F×CSHO)). Tangible = Asset tangibility defined as a ratio of net value of property plant and equipment to total assets (Compustat: PPENT/AT). Missing R&D Marginal tax = Marginal tax rate based on method described in Graham (1996). See also Graham and Mills (2009). 32 Age = Natural logarithm of the number of years on CRSP. StdRet = Natural logarithm of the standard deviation of daily returns over the fiscal year. Maturity = Years to maturity. DealAmt = Natural logarithm of total deal amount (all facilities included). Secured = An indicator variable that takes value of one if debt is secured, and zero otherwise. LendFreq = Lending frequency computed as a number of loan deals a company have had over the prior five years. Revolver = An indicator variable that takes value of one if revolving facility exists in the deal package, and zero otherwise. DivRestrict = An indicator variable that takes value of one when restriction on dividend payments is included. PRCovenants = Number of profitability-based covenants (See Appendix B for classification). CSCovenants = Number of capital structure-based covenants (See Appendix B for classification). CovenantMix = PRCovenants/(PRCovenants + CSCovenants). CV1 – CV5 = Debt contracting value of accounting information proxies, 1 through 6. Measure the extent to which accounting information explains S&P’s entity-level long-term credit rating. See Section 4 for details. TLR1–TLR2 = Proxies for timely loss recognition based on Basu (1997). See section 4 for details. IndSize = Natural logarithm of the number of observations within a particular SIC industry (see Section 3 for industry definitions). StdROA = SIC industry-level standard deviation of ROA (see Section 3 for industry definitions). StdCFO = SIC industry-level standard deviation of cash flow from operations (see Section 3 for industry definitions). 33 Table 1: Summary Statistics Table 1 presents summary statistics for the variables used in the analysis in Tables 4 - 11. All variables are defined in Appendix C. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. The sample sizes for individual variables varies depending on data availability. VARIABLES N Mean Std.Dev. p25 p50 p75 Size Levbook 7324 7289 3780 0.27 9947 0.19 260 0.11 923 0.25 2956 0.39 Levmkt CV1 7245 5938 0.20 0.17 0.16 0.14 0.06 0.04 0.17 0.14 0.30 0.28 CV2 5938 0.19 0.14 0.05 0.16 0.31 CV3 CV4 5938 5938 0.31 0.18 0.17 0.15 0.16 0.07 0.30 0.13 0.40 0.31 CV5 CVALL 5938 5938 0.29 0.23 0.15 0.14 0.18 0.11 0.26 0.20 0.39 0.35 TLR1 TLR2 7332 7332 0.21 7.63 0.10 4.40 0.15 4.74 0.21 6.78 0.27 9.23 StdCfo 7332 0.12 0.05 0.10 0.12 0.15 B/M Adv 7292 7275 0.62 0.01 0.55 0.02 0.31 0 0.51 0 0.78 0.00 Rnd Margin 7329 7310 0.02 1.76 0.10 0.96 0 1.27 0 1.47 0.01 1.84 ROA 7323 0.02 0.11 0.00 0.04 0.07 Div Marginal Tax 7287 7332 0.01 0.30 0.02 0.08 0 0.3 0 0.34 0.01 0.35 Tangible Age 7059 7332 0.32 2.29 0.25 1.03 0.12 1.61 0.25 2.30 0.48 3.14 StdRet PRCovenants 7309 7332 0.12 1.60 0.06 0.98 0.07 1 0.11 2 0.15 2 ISCovenants 7332 0.54 0.66 0 0 1 CovenantMix DealAmount 7205 7332 0.73 18.64 0.34 1.58 0.5 17.62 1 18.83 1 19.8 Maturity DivRestrict 7332 7332 4.02 0.75 1.70 0.44 3 0 4.00 1 5.00 1 LendFreq 7332 2.36 2.20 1 2 3 Revolver 7332 0.88 0.33 1 1 1 34 Table 2: Pearson Correlation among Contracting Value proxies Table 2 presents Pearson correlations among the Contracting Value (CV) proxies and Timely Loss Recognition (TLR) variables. All variables are defined in Section 4. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. P-values are provided below the correlations. VARIABLES CV1 CV2 CV3 CV4 CV5 CVALL TLR1 TLR2 CV2 0.99 1 CV3 0.84 0.84 1 CV4 0.91 0.89 0.89 1 CV5 0.83 0.84 0.96 0.83 1 CVALL 0.95 0.96 0.96 0.95 0.94 1 TLR1 0.28 0.26 0.28 0.2 0.31 0.28 1 TLR2 0.35 0.34 0.25 0.33 0.23 0.31 0.06 1 35 Table 3: Pearson Correlations Table 3 presents Pearson correlations among the none-contract-value variables used in the analysis in Tables 4 - 11. Profitability covenants (PRCovenants) and capital structure covenants (CSCovenants) are defined in Appendix A, all other variables are defined in Appendix C. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. P-values are provided below the correlations. (1) (1) CVALL (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) 0.09 1 (3) Levmkt 0.05 0.89 1 (4) Size -0.09 0.12 0.02 1 (5) B/M -0.06 -0.03 0.25 -0.3 (14) (15) (16) (17) (18) 0.18 -0.04 -0.07 (7) R&D 0.02 -0.12 -0.14 -0.07 -0.08 -0.01 0.05 -0.05 1 -0.04 0.02 -0.05 0.06 -0.12 0.11 0.09 1 (9) ROA -0.03 -0.08 -0.12 0.23 -0.12 0.02 -0.28 0.06 1 -0.13 0.15 0.24 0.05 -0.03 -0.08 -0.01 0.07 1 0 -0.03 0.2 -0.1 0.28 0.12 0.11 0.01 0.12 -0.03 0.02 -0.06 -0.06 0.12 0.23 0 0.11 (12) Tangible -0.04 (13) Age -0.06 -0.04 -0.04 0.25 (14) StdRet 0.01 -0.04 (15) PRCovenants 0.22 0.28 0.24 0.08 0 -0.42 0.01 -0.1 -0.02 0.04 -0.06 -0.12 0.31 -0.04 0.16 -0.04 0.23 -0.04 -0.01 (16) CSCovenants -0.19 -0.17 -0.13 -0.17 0.02 0.05 -0.07 0.12 0 -0.32 -0.1 -0.02 0.08 1 0.08 1 0.03 1 -0.3 -0.18 -0.09 -0.26 0.04 -0.11 0.01 -0.09 -0.14 0.02 -0.01 0.04 0 0.06 -0.02 1 0.03 1 0.07 -0.44 1 (17) Dealamount -0.02 0.28 0.21 0.82 -0.15 0.04 -0.16 0.02 0.19 0.19 0.17 0.11 0.25 -0.36 0.13 -0.27 1 (18) Loanmaturity 0.12 0.19 0.12 0.25 -0.11 0.02 -0.05 0 0.09 0.01 0.08 0.09 0.05 -0.2 0.12 -0.17 0.33 1 0.02 0.08 0.07 -0.2 -0.04 -0.03 -0.08 0.12 0.01 -0.07 0.2 0.2 (20) LendFreq (21) Revolver (20) 1 (8) Margin (19) DivRestrict (19) 1 (6) Adv (11) Marginal tax (13) 1 (2) Levbook (10) Div (12) 0.01 -0.04 -0.03 -0.1 0.02 -0.04 -0.02 -0.01 -0.06 0.41 -0.04 -0.01 0.07 0 -0.1 -0.02 0.06 0.09 0.07 0.08 0.02 -0.11 -0.03 0.07 0.02 0.02 -0.06 0.24 -0.13 0 0.15 -0.16 -0.02 -0.05 0.38 0.06 -0.04 0.18 -0.22 0.06 -0.09 1 0.08 -0.03 0.06 1 0 36 Table 4: Determinants of mix of covenants Table 4 presents estimates from three regressions of the number of profitability covenants, capital structure covenants, and covenant mix on firm-specific variables in columns (1) - (3), respectively. Profitability covenants (PRCovenants) and capital structure covenants (CSCovenants) are defined in Appendix B, all other variables are defined in Appendix C. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. VARIABLES Size B/M Adv R&D Margin ROA Div Tangible Age StdRet LendFreq DealAmount Maturity Revolver Constant (1) PRCovenants (2) CSCovenants (3) CovenantMix -0.243*** [-12.16] -0.140*** [-4.349] 0.456 [0.565] -0.669*** [-4.877] -0.0261 [-1.581] 0.285** [2.109] -7.462*** [-7.212] -0.380*** [-5.482] -0.134*** [-8.566] -0.375 [-1.426] -0.00139 [-0.174] 0.285*** [14.28] 0.0734*** [7.010] 0.0397 [0.955] -2.413*** [-9.063] 0.0704*** [6.951] 0.0647*** [3.727] -1.165** [-2.303] 0.321*** [3.204] 0.0236** [2.384] 0.288*** [3.328] 2.689*** [3.370] 0.173*** [4.033] 0.0431*** [4.284] 0.00478 [0.0288] 0.00494 [1.036] -0.147*** [-13.89] -0.0517*** [-7.734] -0.101*** [-3.717] 2.965*** [14.07] -0.0741*** [-10.96] -0.0444*** [-4.863] 0.753*** [2.721] -0.297*** [-5.149] -0.0163*** [-2.692] 0.0211 [0.417] -2.235*** [-5.065] -0.129*** [-5.111] -0.0325*** [-5.837] 0.0185 [0.212] -0.00369 [-1.317] 0.0943*** [14.40] 0.0232*** [7.065] 0.0309** [2.202] -0.757*** [-8.212] 6882 0.204 6762 0.201 Observations 6882 R-squared 0.184 Robust t-statistics in brackets, *** p<0.01, ** p<0.05, * p<0.1 37 Table 5: Contracting Value and Profitability Covenants Table 5 presents estimates from univariate regressions of the number of Profitability Covenants on Contracting Value (CV) proxies and Timely Loss Recognition (TLR) variables. Profitability Covenants (PRCovenants) are defined in Appendix B and CV proxies are defined in Section 4. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. VARIABLES CV1 (1) PRCovenants (2) PRCovenants (3) PRCovenants (4) PRCovenants (5) PRCovenants (6) PRCovenants (7) PRCovenants 1.617*** (12.43) CV2 1.539*** (11.97) CV3 1.190*** (10.65) CV4 1.470*** (11.59) CV5 1.226*** (9.505) CVALL 1.541*** (11.75) TLR1 1.035*** (6.437) TLR2 Constant (8) PRCovenants 1.317*** (45.86) 1.305*** (42.95) 1.230*** (31.16) 1.326*** (44.55) 1.236*** (28.88) Observations 5938 5938 5938 5938 5938 R-squared 0.053 0.049 0.043 0.049 0.035 Robust t-statistics adjusted for clustering at firm level are in parentheses, *** p<0.01, ** p<0.05, * p<0.1. 1.243*** (35.26) 1.381*** (35.26) 0.0123*** (2.696) 1.510*** (41.76) 5938 0.050 7332 0.012 7332 0.003 38 Table 6: Contracting value proxies and Capital Structure Covenants Table 6 presents estimates from univariate regressions of the number of Capital Structure covenants on Contracting Value (CV) proxies and Timely Loss Recognition (TLR) variables. Capital Structure Covenants (CSCovenants) are defined in Appendix B and CV proxies are defined in Section 4. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. (1) (2) (3) (4) (5) (6) (7) (8) VARIABLES CSCovenants CSCovenants CSCovenants CSCovenants CSCovenants CSCovenants CSCovenants CSCovenants CV1 -0.851*** (-10.91) CV2 -0.856*** (-11.05) CV3 -0.672*** (-10.85) CV4 -0.831*** (-11.43) CV5 -0.678*** (-9.481) CVALL -0.853*** (-11.33) TLR1 -0.367*** (-3.750) TLR2 Constant 0.705*** (39.84) 0.720*** (38.62) 0.764*** (34.06) 0.710*** (40.33) 0.757*** (30.94) Observations 5938 5938 5938 5938 5938 R-squared 0.033 0.034 0.031 0.035 0.024 Robust t-statistics adjusted for clustering at firm level are in parentheses, *** p<0.01, ** p<0.05, * p<0.1. 0.753*** (36.13) 0.623*** (25.75) -0.0120*** (-5.332) 0.636*** (30.84) 5938 0.035 7332 0.003 7332 0.006 39 Table 7: Contracting value proxies and Mix of Covenants Table 7 presents estimates from univariate regressions of CovenantMix on Contracting Value (CV) proxies and Timely Loss Recognition (TLR) variables. CovenantMix the fraction of PRCovenants in total number of covenants (CovenantMix =PRCovenants/(PRCovenants + CSCovenants)). CV proxies are defined in Section 4, and other variables are defined in Appendix B. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. (1) (2) (3) (4) (5) (6) (7) (8) VARIABLES CovenantMix CovenantMix CovenantMix CovenantMix CovenantMix CovenantMix CovenantMix CovenantMix CV1 0.565*** (13.01) CV2 0.561*** (13.00) CV3 0.452*** (12.39) CV4 0.542*** (13.10) CV5 0.450*** (10.98) CVALL 0.564*** (13.21) TLR1 0.329*** (5.679) TLR2 Constant 0.619*** (57.08) 0.610*** (53.80) 0.578*** (40.42) 0.617*** (56.03) 0.584*** (38.94) Observations 5843 5843 5843 5843 5843 R-squared 0.053 0.053 0.051 0.054 0.039 Robust t-statistics adjusted for clustering at firm level are in parentheses, *** p<0.01, ** p<0.05, * p<0.1. 0.587*** (45.49) 0.654*** (44.71) 0.00461*** (3.248) 0.690*** (56.35) 5843 0.055 7205 0.010 7205 0.003 40 Table 8: Mix of Covenants and Contracting Value Proxies: Controlling for Firm and Contract characteristics Table 8 presents estimates from regressions of the covenant mix on Contracting Value (CV) proxies and Timely Loss Recognition (TLR) variables and control variables. The covenant mix is defined as PRCovenants/(PRCovenants + CSCovenants), where PRCovenants and CSCovenants are Profitability- and Capital Structure Covenants, respectively, defined in Appendix B. CV and TLR proxies are defined in Section 4 and all control variables are defined in Appendix C. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. (1) (2) (3) (4) (5) (6) (7) (8) VARIABLES CovenantMix CovenantMix CovenantMix CovenantMix CovenantMix CovenantMix CovenantMix CovenantMix CV1 0.410*** (9.817) CV2 0.411*** (9.731) CV3 0.289*** (8.576) CV4 0.381*** (9.525) CV5 0.282*** (7.428) CVALL 0.393*** (9.609) TLR1 0.283*** (3.754) TLR2 Size B/M Adv R&D Margin ROA Div -0.0659*** (-9.300) -0.0351*** (-3.553) 0.123 (0.411) -0.310*** (-5.514) -0.0144** (-2.249) 0.0345 (0.637) -1.826*** (-3.797) -0.0658*** (-9.269) -0.0351*** (-3.549) 0.166 (0.557) -0.313*** (-5.508) -0.0147** (-2.288) 0.0335 (0.617) -1.850*** (-3.828) -0.0639*** (-9.066) -0.0373*** (-3.764) 0.348 (1.135) -0.304*** (-5.239) -0.0161** (-2.526) 0.0279 (0.522) -1.801*** (-3.716) -0.0647*** (-9.148) -0.0353*** (-3.578) 0.0631 (0.206) -0.295*** (-5.224) -0.0131** (-2.044) 0.0304 (0.567) -1.695*** (-3.532) -0.0657*** (-9.241) -0.0390*** (-3.899) 0.397 (1.286) -0.301*** (-5.337) -0.0170*** (-2.661) 0.0286 (0.531) -1.754*** (-3.633) -0.0646*** (-9.157) -0.0359*** (-3.632) 0.190 (0.627) -0.305*** (-5.380) -0.0150** (-2.350) 0.0325 (0.605) -1.787*** (-3.692) -0.0663*** (-10.14) -0.0373*** (-4.226) 0.520* (1.880) -0.313*** (-5.201) -0.0152** (-2.515) 0.0134 (0.266) -1.863*** (-4.319) 0.00209* (1.647) -0.0682*** (-10.42) -0.0401*** (-4.518) 0.446 (1.615) -0.323*** (-5.339) -0.0144** (-2.380) 0.0150 (0.299) -1.768*** (-4.103) 41 Tangible Age StdRet LendFreq DealAmt Maturity Revolver StdCFO IndSize Constant -0.120*** (-4.221) -0.0309*** (-5.030) 0.0176 (0.186) -0.00161 (-0.532) 0.0889*** (12.56) 0.0204*** (5.991) 0.0241 (1.599) 0.555*** (3.295) -0.0232*** (-3.039) -0.779*** (-6.594) -0.122*** (-4.289) -0.0312*** (-5.093) 0.0192 (0.203) -0.00139 (-0.460) 0.0889*** (12.53) 0.0203*** (5.956) 0.0240 (1.588) 0.566*** (3.352) -0.0208*** (-2.683) -0.808*** (-6.863) -0.104*** (-3.604) -0.0335*** (-5.442) -0.0221 (-0.232) -0.00171 (-0.568) 0.0867*** (12.41) 0.0207*** (6.068) 0.0263* (1.727) 0.635*** (3.792) -0.0256*** (-3.346) -0.728*** (-6.511) -0.108*** (-3.830) -0.0313*** (-5.060) 0.00319 (0.0336) -0.00144 (-0.479) 0.0877*** (12.48) 0.0207*** (6.078) 0.0253* (1.671) 0.750*** (4.565) -0.0231*** (-3.045) -0.782*** (-6.885) -0.113*** (-3.888) -0.0331*** (-5.351) -0.0186 (-0.196) -0.00194 (-0.636) 0.0879*** (12.47) 0.0214*** (6.253) 0.0261* (1.692) 0.623*** (3.631) -0.0301*** (-3.918) -0.708*** (-6.163) Observations 5444 5444 5444 5444 5444 R-squared 0.249 0.249 0.242 0.248 0.238 Robust t-statistics adjusted for clustering at firm level are in parentheses, *** p<0.01, ** p<0.05, * p<0.1. -0.116*** (-4.080) -0.0319*** (-5.179) 0.00409 (0.0432) -0.00155 (-0.515) 0.0876*** (12.49) 0.0203*** (5.975) 0.0248 (1.637) 0.574*** (3.423) -0.0220*** (-2.874) -0.774*** (-6.773) -0.0710*** (-2.763) -0.0316*** (-5.740) 0.0716 (0.831) -0.00403 (-1.459) 0.0904*** (14.09) 0.0212*** (6.602) 0.0314** (2.274) 0.518*** (2.792) -0.0479*** (-7.184) -0.609*** (-5.646) -0.0644** (-2.504) -0.0318*** (-5.736) 0.0365 (0.426) -0.00384 (-1.361) 0.0906*** (14.06) 0.0213*** (6.618) 0.0318** (2.299) 0.996*** (6.803) -0.0465*** (-7.046) -0.626*** (-5.791) 5444 0.247 6762 0.220 6762 0.217 42 Table 9: Leverage and Covenants: Ordinary Least Squares Table 9 presents estimates from regressions of leverage on covenant characteristics and control variables. The covenants characteristics are: acc_covenants that count all accounting-based covenants, PRCovenants counts profitability covenants, CSCovenants counts capital structure covenants, and mix_covenants is defined as PRCovenants/(PRCovenants + CSCovenants), where PRCovenants and CSCovenants are defined in Appendix B. All other variables are defined in Appendix C. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. VARIABLES TotalCovenants (1) Levbook (2) Levmkt 0.0398*** [12.11] 0.0302*** [10.99] PRCovenants (3) Levbook 0.0535*** [16.43] -0.0262*** [-5.858] CSCovenants (4) Levmkt B/M Adv R&D Margin ROA Div Marginal tax Tangible Age StdRet Constant 0.0218*** [11.23] -0.00853 [-1.236] -0.158 [-1.055] -0.212*** [-4.495] 0.000167 [0.0500] -0.285*** [-6.665] 0.395* [1.843] -0.0337 [-0.949] 0.173*** [12.74] -0.00738** [-2.361] -0.0208 [-0.365] -0.0604 [-1.443] 0.0150*** [9.116] 0.0733*** [10.49] -0.281*** [-2.634] -0.180*** [-4.749] -0.00565** [-2.376] -0.244*** [-6.858] 0.576*** [3.194] -0.0279 [-0.859] 0.136*** [12.15] -0.00344 [-1.363] -0.0351 [-0.725] -0.0658** [-2.003] 0.0185*** [9.824] -0.00698 [-1.067] -0.240* [-1.676] -0.161*** [-4.149] 0.00213 [0.656] -0.266*** [-6.706] 0.713*** [3.326] -0.0275 [-0.820] 0.188*** [14.02] -0.00205 [-0.689] 0.0206 [0.376] -0.00607 [-0.157] (6) Levmkt 0.0345*** [9.954] 0.0258*** [8.913] 0.121*** [15.13] 0.0210*** [11.04] -0.00726 [-1.058] -0.256* [-1.746] -0.165*** [-3.952] 0.00274 [0.823] -0.306*** [-6.998] 0.685*** [3.264] -0.0196 [-0.560] 0.185*** [13.68] -0.00342 [-1.122] -0.00741 [-0.131] -0.0978*** [-2.971] 0.0869*** [13.10] 0.0144*** [8.877] 0.0765*** [10.96] -0.352*** [-3.299] -0.147*** [-4.317] -0.00368 [-1.559] -0.263*** [-7.166] 0.777*** [4.278] -0.0170 [-0.530] 0.143*** [12.84] -0.000628 [-0.253] -0.0217 [-0.450] -0.0930*** [-3.464] 0.0402*** [14.68] -0.0180*** [-4.702] CovenantMix Size (5) Levbook 0.0127*** [7.832] 0.0753*** [11.13] -0.342*** [-3.295] -0.142*** [-4.479] -0.00419* [-1.818] -0.230*** [-6.862] 0.807*** [4.349] -0.0217 [-0.705] 0.146*** [13.25] 0.000392 [0.160] -0.00360 [-0.0767] -0.0276 [-0.897] Observations 6854 6824 6854 6824 R-squared 0.164 0.210 0.227 0.257 Robust cluster adjusted at firm level t-statistics in brackets, *** p<0.01, ** p<0.05, * p<0.1 6734 0.205 6704 0.243 43 Table 10: Leverage and Covenants: Instrumental variable tests Table 10 presents estimates from regressions of leverage on covenant mix and control variables using instrumental variables for covenant mix. Covenants mix is defined as PRCovenants/(PRCovenants + CSCovenants), where PRCovenants and CSCovenants are Profitability- and Capital Structure Covenants, respectively, defined in Appendix A. Contracting Value (CV) proxies, defined in Section 4, are used as instruments. All other variables are defined in Appendix C. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. VARIABLES CovenantMix Size B/M Adv R&D Margin ROA Div Marginal tax Tangible Age StdRet (1) Levbook (2) Levbook (3) Levmkt (4) Levmkt 0.332*** [6.926] 0.0187*** [8.002] -0.00402 [-0.479] -0.334* [-1.878] -0.111** [-2.515] 0.00495 [1.297] -0.296*** [-6.785] 1.127*** [3.838] 0.0102 [0.275] 0.207*** [11.55] -0.000693 [-0.179] -0.0255 [-0.391] 0.289*** [5.621] -0.0128* [-1.859] -0.0196** [-2.252] -0.230 [-1.400] -0.0784** [-2.220] 0.00551 [1.571] -0.263*** [-6.287] 1.346*** [5.014] -0.00705 [-0.198] 0.183*** [10.28] -0.00202 [-0.553] 0.0162 [0.263] 0.0320*** [4.250] 0.00534** [2.510] 0.0140* [1.653] 0.0118*** [6.984] -0.0413*** [-4.656] -0.514*** [-6.040] 0.244*** [5.989] 0.0130*** [6.659] 0.0814*** [9.685] -0.408*** [-2.896] -0.102*** [-2.882] -0.00249 [-0.907] -0.251*** [-6.758] 1.189*** [4.759] -0.00276 [-0.0830] 0.157*** [10.55] 0.00189 [0.591] -0.0111 [-0.202] 0.213*** [4.849] -0.0140** [-2.423] 0.0683*** [8.237] -0.318** [-2.475] -0.0696** [-2.543] -0.00176 [-0.701] -0.222*** [-6.293] 1.382*** [6.021] -0.0145 [-0.461] 0.138*** [9.230] 0.000766 [0.257] 0.0202 [0.391] 0.0271*** [4.250] 0.00251 [1.381] 0.0112 [1.604] 0.0114*** [8.009] -0.0323*** [-4.411] -0.460*** [-6.262] DealAmount Maturity DivRestrict LendFreq Revolver Constant -0.0982** [-2.474] -0.0957*** [-2.968] Observations 5420 5420 5392 R-squared 0.086 0.182 0.144 Robust cluster adjusted at firm level z-statistics in brackets, *** p<0.01, ** p<0.05, * p<0.1 5392 0.232 44 Table 11: Leverage and Covenants: Alternative Instruments Table 11 presents estimates from regressions of leverage on covenant mix and control variables using instrumental variables for covenant mix. Covenants mix is defined as PRCovenants/(PRCovenants + CSCovenants), where PRCovenants and CSCovenants are Profitability- and Capital Structure covenants, respectively, defined in Appendix B. Lender-level covenant characteristics are used as instruments. All other variables are defined in Appendix C. We obtain loan characteristics from Dealscan, credit ratings from S&P Credit Ratings Database, accounting and firm characteristics from Compustat, and return data from CRSP. Contracts without covenant information are excluded and if a deal package has multiple facilities we randomly select one. VARIABLES CovenantMix Size B/M Adv R&D Margin ROA Div Marginal tax Tangible Age StdRet (1) Levbook (2) Levbook (3) Levmkt (4) Levmkt 0.459*** [11.02] 0.0241*** [9.089] -0.00925 [-1.127] -0.584*** [-3.005] -0.0715* [-1.704] 0.00788* [1.755] -0.420*** [-8.368] 1.335*** [4.172] -0.0296 [-0.729] 0.225*** [11.74] 0.00482 [1.157] 0.0675 [0.966] 0.362*** [6.674] -0.00997 [-1.429] -0.0271*** [-3.224] -0.459*** [-2.600] -0.0731* [-1.925] 0.00704* [1.772] -0.382*** [-7.838] 1.333*** [4.598] -0.0429 [-1.137] 0.196*** [10.85] 0.000683 [0.169] 0.0897 [1.373] 0.0330*** [4.423] 0.00609*** [2.615] 0.00122 [0.128] 0.0131*** [7.644] -0.0485*** [-4.823] -0.700*** [-8.458] 0.358*** [10.69] 0.0173*** [7.764] 0.0785*** [9.880] -0.637*** [-4.320] -0.0787** [-2.181] 0.000798 [0.244] -0.371*** [-9.026] 1.307*** [4.701] -0.0168 [-0.481] 0.172*** [11.17] 0.00734** [2.176] 0.0520 [0.909] 0.289*** [6.566] -0.0102* [-1.788] 0.0641*** [8.233] -0.543*** [-4.050] -0.0749** [-2.326] 0.000447 [0.154] -0.338*** [-8.482] 1.332*** [5.222] -0.0253 [-0.772] 0.149*** [10.16] 0.00408 [1.250] 0.0639 [1.183] 0.0258*** [4.262] 0.00273 [1.442] -0.000180 [-0.0231] 0.0127*** [8.844] -0.0398*** [-4.893] -0.594*** [-8.805] DealAmount Maturity DivRestrict LendFreq Revolver Constant -0.418*** [-6.652] -0.379*** [-7.343] Observations 5252 5252 5230 R-squared 0.086 0.104 0.135 Robust cluster adjusted at firm level z-statistics in brackets, *** p<0.01, ** p<0.05, * p<0.1 5230 0.142 45