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The syndicated loan is become more and more important for firm's financing. We study three important aspects of loan syndication: the lead arranger's reputation effect on syndicated loan pricing, the switching behavior for repeat syndicate loans and the effect of country-specific bank-firm ownership structure on syndicated loan pricing and bank-firm relationship of repeat loans. The first chapter analyzes the reputation effect of the lead arranger on syndicated loan pricing, based on a sample of loan facilities to non-financial U.S. firms over the 1994-2006 period. Theory suggests that the reputation/spread relationship should generally be positive because more reputable lenders usually employ more costly loan screening and monitoring techniques and therefore must be compensated with a higher spread. After controlling for endogeneity in lender-borrower matching, the empirical results show that the reputable arrangers charge a "reputation premium" for monitoring and due diligence, and the commitment against extracting the information rent from borrowers. The results also show that the less-reputable arrangers offer a "reputation discount", since the market competition from both the loan market and bond market makes it more difficult for less reputable arrangers to sustain the reputation mechanism. In addition, the reputation effect on pricing becomes less significant when the borrower enters a repeat loan relationship with a prior or existing lender. Finally, the study finds that the arranger's reputation can reduce the lead share retained by the lead arranger in its loan portfolio, which serves as evidence that reputation also mitigates the information asymmetry between the lead arranger and participant banks. The second chapter analyzes the switching behavior for two types of repeat loans: migrating loans that remain within the same bank reputation class and loans migrating to a different reputation class. The theoretical literature argues that banks (lenders) and firms (borrowers) benefit from entering into a relationship-lending arrangement. In the syndicated loan market, however, it is very common for repeat loans to switch from one bank to another. We present a model that establishes conditions for implementing empirical investigations relating to relationship lending and the characteristics of the separating equilibrium in the loan market. Using explanatory variables describing firms, loans, and loan syndicates, we find that lending within the high quality bank sector reveals evidence that is consistent with relationship lending. That is, some firms forego longer maturity loans and less oversight to remain with their original lender. A similar finding does not hold for repeat lending in the lower quality bank sector. Regarding loans that migrate in either direction between the high and low quality banking sectors, firm risk is the most important determinant. Relatively riskier firms move down to lower quality lenders while relatively safer firms move up to higher quality lenders. The third chapter investigates the determinants of loan pricing and repeat loan relationship for a sample of 6,180 non-U.S.. firm-loan observations for the period 1998-2007. This paper focuses on the relation between a country-specific governance indicator and country-specific bank-firm ownership structures on loan pricing and the management of a lending relationship between the syndicate bank and firm. We evaluate the relationship between country-specific bank ownership structure and the main characteristics of loan, which are mainly measured by loan pricing and loan switching decision. The paper examines three interrelated questions: 1.How is loan pricing affected by country-specific bank-firm ownership structure? 2. Does country-specific bank-firm ownership structure influence the decision to switch lenders in the repeat loan market? 3. Is country-specific bank-firm ownership structure more important for a borrower to migrate to a higher reputation lender than to a lower reputation lender? We use loan-characteristic, bank-characteristic, and firm-characteristic variables as well as country-specific corruption and country-specific bank-firm ownership structure variables to explore the effect on loan pricing and loan-switching decisions. Using logistic regression analysis, we find that loan switching is less likely for firms when the bank controls the firm, especially in the case of a bank-controlled firm borrows from a low reputation syndicated loan lender. However, when the firm controls a local bank, there is no impact on the firm's switching decision in the syndicated loan market. The bank-controlling firm is as likely to switch as a firm that does not control a bank even though the firm is more opaque to the financial market. Our results suggest that in the international syndicated loan market, the bank-firm relationship is partly shaped by country-specific characteristics and information asymmetry of firms to the financial market. These chapters explores the bank and firm behavior in the syndicated loan market and make the contribution to the literature by offering further knowledge and deeper understanding about the bank-firm relationship and behavior in the loan syndication structure. / Business Administration

by Chow Ho Wai. / Thesis (M.B.A.)--Chinese University of Hong Kong, 1998. / Includes bibliographical references (leaves 50-51). / ABSTRACT --- p.ii / TABLE OF CONTENTS --- p.iii / LIST OF EXHIBITS --- p.v / LIST OF TABLES --- p.vi / PREFACE --- p.vii / CHAPTERS / Chapter I. --- INTRODUCTION --- p.1 / Definition of Syndicated Loans --- p.1 / Definition of Pricing --- p.2 / Project Objectives --- p.2 / Project Scope --- p.3 / Chapter II. --- KEY ELEMENTS OF SYNDICATED LOAN MARKET --- p.4 / Benefits to Borrowers --- p.4 / Benefits to Lenders --- p.6 / Types of Syndicated Facilities --- p.11 / Titles and Roles --- p.12 / Principal Terms and Conditions --- p.14 / Hong Kong Market Characteristics --- p.16 / Chapter III. --- METHODOLOGY --- p.22 / Literature Review --- p.22 / Model --- p.24 / Sample Data --- p.27 / Analytical Methods --- p.29 / Chapter IV. --- EMPIRICAL RESULTS AND ANALYSIS --- p.32 / Significant Independent Variables --- p.32 / Loan Pricing Model --- p.34 / Chapter V. --- CONCLUSION AND RECOMMENDATIONS --- p.35 / APPENDICES --- p.39 / BIBLIOGRAPHY --- p.50

本篇論文的研究動機。由於許多文獻提到債權人在公司治理上從過去的被動位置轉變為主動利用聯合貸款合約中的限制性條款(covenant) 來規範公司營業活動。小至限制公司資本支出、股利發放，大則影響董事會決定公司 CEO 的去留。限制性條款扮演越來越重要的角色。本文探討從 SEC EDGAR filings 中搜尋公司是否面臨限制性條款的違約(in violation of covenants)。本篇論文能降低未來研究在資料建立上需要人工處理的時間，藉由降低錯誤標記的筆數來達成。 / Covenant violations in syndicated loan agreements are a key factor which demonstrates a shift in control rights to debt holders before a company enters into events of default. This paper focuses on the methodology of identifying incidents of covenant violations using both programming codes and manual searches. We dedicate to minimize the time in hand-collecting while pursue high hitting rates of true covenant violations in SEC EDGAR (Electronic Data Gathering, Analysis, and Retrieval) database. Our findings provide a way to access the U.S. firms’ public financial statements reported to SEC and extends the list of companies provided by Nini, Smith and Sufi (2012).

There are four primary objectives of this study. First, it examines the association between the disclosure of the Internal Control Deficiencies (ICDs), as a proxy for the internal control quality, and information asymmetry (IA) in the secondary loan market. Second, it identifies which types of ICDs exacerbate conditions of information asymmetry in the secondary loan market. Third, it investigates whether firms that remediate or take corrective actions to address ICDs lead to a reduction in information asymmetry in the market. Finally, it examines the effect of the loan specific characteristics such as debt covenants, credit rating and number of lenders (syndication) in the secondary loan market on the association between ICDs and IA. Results suggest that firms that disclose ICDs have significant positive association with IA and that ICDs reported under section 302 have significant positive association with IA. Although results on the association between the severity rank of ICDs by using Internal Control Material Weaknesses (ICMWs) as a proxy and IA are not supported, the use of Company Level (CL) internal control as a proxy for the severity rank of ICDs shows a significant positive association with IA. Overall, firms that remediate their ICDs have significant negative association with IA. Overall, there is a statistical negative association between the interaction term of ICDs and number of lenders (syndication) and IA. Same negative significant association is documented between the interaction term of ICDs and credit rating, and IA and the interaction term of ICDs and debt covenants and IA. The latter result suggests that the secondary loan market unique characteristics mitigate the negative consequences of the disclosure of ICDs and reduce the information asymmetry between lender and multiple arrangers. My results are consistent with prior studies’ (Bryan and Lilien, 2005; Ge and McVay, 2005; Doyle, Ge and McVay 2007 a,b; Ashbaugh-Skaife, Collins, and Kinney, 2007, Ashbaugh-Skaife, Collins, Kinney, and LaFond, 2008), which suggest that firms with reported ICDs are generally small, poor performing, financially weaker, and characterized by higher market risk than firms with effective internal control system.

This thesis analyses the legal regime of in rem security interests, in particular pledges and security assignments of rights, in the context of syndicated loan finance. The thesis draws mainly from the Act No. 89/2012 Coll., the Civil Code, and the Act No. 90/2012 Coll., on Commercial Companies and Cooperatives (the Corporations Act), and related legal acts, case law and jurisprudence. In the first chapter, the author describes the main elements of a facilities agreement and the typology of loans. The term syndicated loan is defined as a bank loan provided by two or more creditors, who are not joint and severe creditors among themselves, and which is usually secured by in rem security interests. The second chapter of the thesis introduces the area of securing debts and describes the security and reimbursement functions of security interests. In the third and fourth chapter, the author details the main attributes of in rem security interests. The thesis focuses on the secured party, the security provider and the secured debt whereas emphasis is given on the security agent, whose position can be structured using the institutes of joint and severe creditorship, administration of security, trust and parallel debt. The thesis deals with the ranking of security interests and negative pledges. The author states...

Evidence shows that nonbanks, which are now significant participants in the corporate loan market, exploit information gained from lending to trade in public securities. In the first essay, I examine whether these institutions use loan-based information to facilitate merger and acquisition (M&A) deals. I find that firms are more likely to become targets if they borrow from nonbanks rather than banks. Borrowing from a larger number of nonbanks or from those with a sizeable client network also enhances a firm’s acquisition prospects. When nonbanks gain more information about borrowers through loan amendments or multiple loans, the impact of nonbank lending grows stronger. I also identify three channels that might allow nonbanks to exploit loan-based information in the M&A market. In the second essay, I focus on the difference in covenant structure between nonbank loans and bank loans. Previous studies show that loans to riskier borrowers are more likely to have stronger financial covenants in order to mitigate agency problems and conflicts of interest between debt and equity holders. Interestingly, I find that nonbanks loans have fewer, less restrictive financial covenants than commercial banks, all else equal. Although the prior literature shows that banks play an active role in corporate governance following covenant violations, I find that nonbanks are less likely to intervene in borrowers’ decision making in similar circumstances. Nonbank borrowers are significantly more likely than bank clients to experience severe financial distress.

本研究主要探討主貸行和參貸行之間的資訊不對稱如何影響聯貸案的定價。利用模型推導出在有資訊訊號和較低債權人保護的體制下，最適的聯貸案利率會較高；利用1982年到2009年的全球聯貸案資料進行實證，發現實證結果與理論預期一致。 / This paper explores how information asymmetry between lead arrangers and participant lenders affects syndicated loan pricing. The model shows that the optimal loan spread is higher in regimes with informative signal and lower creditor rights protection. Using global syndicated loan data from 1982 to 2009, I show that the empirical results are consistent with the predictions of the model.

本文主要目的是在探討，當企業決定其融資方式，改變資本結構後，究竟是否會造成投資人對該企業經營獲利前景的改變，而反應在企業的股票價格上，尤其在「不同聯貸資金用途」上，是否會改變投資人、股東對於該企業風險程度的認定。本文利用事件研究法(Event Study Method)進行分析，研究期間自2005年至2007年止，針對台灣上市(櫃)公司完成聯貸簽約資料，刪除估計期未滿160天者後，有效樣本共140筆，其中營運週轉金(Working Capital)資金用途者有36筆；借新還舊(Refinancing)資金用途者有71筆；資本支出(Capital Expenditure)資金用途者有33筆。 本研究之實證結果發現，若資金用途為營運週轉金者，於聯合貸款宣告後，並沒有顯著異常報酬差異；若資金用途為借新還舊者，於聯合貸款宣告後，具有顯著的正向異常報酬差異；若資金用途為資本支出用途者，於聯合貸款宣告後，具有顯著負向異常報酬差異。 關鍵詞：聯合貸款、事件研究法、異常報酬 / The main purpose of this study is to discuss whether investors will change their anticipation on the perspective of a company, which is reflected on its stock price when the company decides on its financing method and thus changes its capital structure, and especially whether investors and shareholders will change their recognition on risk-taken levels of the company in light of different purposes of syndicated loans. This study employs Event Study Method and focuses on the listed and over-the-counter companies in Taiwan dated from Year 2005 through Year 2007. The valid sample size amounts to 140 companies after removing those companies whose estimation period is less than 160 days. Of the 140 sample companies, 36 are working capital related, 71 are refinancing related, and 33 are capital expenditure related. The empirical results of this study indicate that, upon announcement of syndicated loans, there are no significant positive abnormal returns if the loans are used as working capital, there are significant positive abnormal returns if the loans are used as refinancing, and there are significant negative abnormal returns if the loans are used as capital expenditure.

調焦焦點理論將人的特質區分成促進型目標定向( Promotion focus)與防禦型目標定向( Prevention focus)。促進型目標定向經理人的動機在於推動正面結果的產生，因此對於公司的成長與業績較為敏感；防禦型目標定向的經理人則是為了防止發生負面結果而兢兢業業，對於公司的經營偏好維持現狀。本篇研究假設促進型目標定向的經理人因為較為關注正面結果的出現與否，因而使得公司能夠有較佳的經營結果。故本篇研究假設借款公司的經理人若偏向促進型目標定向，可從銀行得到較低的聯貸利差，借款金額較高以及較長的借款期間，需要提供擔保品的機率則較低。樣本來自於S&P1500，並排除金融業及保險業；經理人的調節焦點則是藉由分析經理人所寫的致股東信所衡量。研究結果顯示擁有促進型目標定向經理人的借款公司，與聯貸利差呈現負相關，顯示這類型的公司可以得到較優惠的利率。至於非利率條件，包含借款金額、借款期間以及提供擔保品的機率，本研究並未發現擁有促進型目標定向經理人的借款公司與較優惠的非利率條件之間具有關聯性。 / This study investigates the relationship between CEO regulatory focus and syndicated features. Regulatory focus theory divides people into promotion and prevention focus. Promotion-focused people are demonstrated to pay more attention to accomplishments and growth, while prevention-focused people are more concerned about safety and security. Based on the assumption that CEOs who are more inclined to be promotion-focused are more concerned about the presence and absence of positive outcomes, the operating results would be better compared to that of the prevention-focused CEOs’. Therefore, I hypothesize that borrowing firms with CEOs who are more inclined to be promotion-focused would have lower syndicate spread, larger loan amount, longer maturity and lower possibility of providing security. The sample consists of S&P 1500 non-financial firms, and CEO regulatory focus is captured by conducting content analysis of the letters that CEOs write to shareholders. The results suggest that borrowers with CEOs that are more inclined to be promotion-focused are associated with lower loan spreads, after controlling for several firm-specific and loan-specific controls. However, I do not find evidence that CEO regulatory focus is related to non-pricing loan contract terms, including loan amount, loan maturity and the possibility of providing security.