The Impact of Strong Bank-Firm Relationship on the Borrowing Firm Nishant Dass† and Massimo Massa* Commercial banks acquire inside information about the firms they lend to. We study the impact of this informationally privileged position on the borrowing firm using a broad panel of U.S. firms over the 1993– 2004 period. We consider three facets of the strength of the borrower-lender relationship: proximity of the lender, significance of the loan to the borrower, and insider potential of the lender. We show that a stronger relationship, by inducing better monitoring by the bank, improves the quality of the borrower’s corporate governance. At the same time, a stronger relationship enhances the bank’s potential to use its privileged information in the equity market. This increases adverse selection for other market participants, raises information asymmetry on the stock, and lowers stock liquidity. This trade-off between improved corporate governance and greater information asymmetry is reflected in the firm’s value. Better governance increases the firm’s Tobin’s Q, while greater information asymmetry lowers Tobin’s Q. Our results have normative implications for the role of banks in the development of financial markets. JEL Classification: G10, G21, G30, G34 Keywords: Banks, corporate governance, information asymmetry, lending relationship † Georgia Tech. *INSEAD. Please address all correspondence to Massimo Massa, INSEAD, Boulevard de Constance, Fontainebleau 77305, FRANCE, Telephone: +33160724481, Fax: +33160724045 Email: [email protected]. Nishant Dass is at College of Management GA Tech, 800 W. Peachtree St. NW, Atlanta, GA 30308, USA, Telephone: +14048945109, Email: [email protected]. This paper was initially circulated under the title “The Dark Side of Bank-Firm Relationships: The (Market) Liquidity Impact of Bank Lending”. We have benefited from the comments of V. Acharya, M. Baker, S. Bharath, J. Dermine, M. Giannetti, D. Gromb, R. Inderst, K. John, R. Masulis, M. Roberts, E. Stafford, J. Stein, A. Sufi. Comments of seminar participants and our discussants – M. Flannery, L. Klapper, A. Rampini, and C. Schenone – at the NYU/NYFed, JFI/World Bank, RFS/Wharton/NYFed, and Wash U. (Olin) conferences, respectively, as well as seminar participants at the Federal Reserve Atlanta’s 2007 All-Georgia Conference were also extremely useful. We thank A. M. Ranganathan and W. Fisk for their invaluable help with the name-recognition algorithm. All errors are our own. The Impact of Strong Bank-Firm Relationship on the Borrowing Firm Commercial banks acquire inside information about the firms they lend to. We study the impact of this informationally privileged position on the borrowing firm using a broad panel of U.S. firms over the 1993– 2004 period. We consider three facets of the strength of the borrower-lender relationship: proximity of the lender, significance of the loan to the borrower, and insider potential of the lender. We show that a stronger relationship, by inducing better monitoring by the bank, improves the quality of the borrower’s corporate governance. At the same time, a stronger relationship enhances the bank’s potential to use its privileged information in the equity market. This increases adverse selection for other market participants, raises information asymmetry on the stock, and lowers stock liquidity. This trade-off between improved corporate governance and greater information asymmetry is reflected in the firm’s value. Better governance increases the firm’s Tobin’s Q, while greater information asymmetry lowers Tobin’s Q. Our results have normative implications for the role of banks in the development of financial markets. JEL Classifications: G10, G21, G30, G34 Keywords: Banks, Corporate Governance, Information Asymmetry, Lending Relationships, Stock-market Liquidity 1 It is widely accepted that bank loans are special because of inside information that comes with lending. More inside information enhances the monitoring ability of the bank (e.g., Diamond (1984), James (1987), and Besanko and Kanatas (1993)) and “thereby [improves] capital allocation and corporate governance” (Levine (2002)). However, the bank may also exploit its informational advantage in the equity market and effectively become an insider (Kahn and Winton (1998)). This dual effect on the borrower makes bank loans special. Even though commercial banks cannot directly trade in shares, they may still manage the portfolios held in trust on behalf of customers (Santos and Wilson (2005)). Moreover, commercial banks are often part of bigger financial conglomerates, with affiliated investment arms (such as investment banks, mutual funds, pension funds, and insurance companies) that can trade on the basis of the information acquired through lending (Massa and Rehman (2005), Acharya and Johnson (2007)). Thus, the privileged information of the commercial bank and its potential to impact the borrower’s stock price by trading through its asset-management arm may increase information asymmetry and adverse selection for the investors in the borrower’s stock. This creates disincentives for other investors to trade in this stock, thus lowering its liquidity. There is plenty of anecdotal evidence suggesting that access to privileged information encourages the bank to exploit this information advantage through its trading arm. For instance, Barclays was recently accused of trading on confidential information obtained through its involvement in committees of creditors in distressed firms (International Herald Tribune (2007)). Market participants have often voiced fears of banks’ informational advantage due to lending. “Banks’ growing use of credit derivatives to reduce the risks in their loan portfolios have raised concerns among investors that knowledge about lending plans can be used to gain advantage in the credit derivatives market, which is sensitive to similar information” (Financial Times (2003)). As a result, a stronger borrower-lender relationship both benefits a firm’s corporate governance as well as exacerbates the information asymmetry of the firm’s stock. This induces a trade-off between better corporate governance and greater information asymmetry (or lower stock liquidity). While the literature so far has not focused on this trade-off, it is of great significance, particularly because of its implications for the development of financial markets. The major focus of this paper is to study this bank-induced governance/liquidity trade-off. We rely upon the existing literature to construct measures of the strength of lending relationship. We consider three facets of it: proximity of the bank to the firm, significance of the loan to the firm, and the bank’s insider potential. Proximity is defined as the geographical proximity between the borrower and the lender. Significance of the loan to the borrowing firm’s 2 finances is measured by the loan-to-asset ratio (defined later). The bank’s insider potential is measured by the equity ownership (direct or indirect) of the bank in the borrowing firm. Direct ownership of equity is measured by the fraction of borrower’s equity held in trust by commercial banks and indirect ownership is measured by the fraction of borrower’s stock owned by the bank’s affiliated institutional investors (such as insurance companies, mutual funds, pension funds, and investment managers). The insider potential proxies for the opportunities the lender has to exploit its inside information in the equity market. If availability of inside information and the ability to trade in the equity market make the lender a potential insider (Kahn and Winton (1998)), then the bank’s insider potential should affect the information asymmetry in the market, reducing the borrower’s stock liquidity. Simultaneously, proximity and loan-significance should benefit the borrower’s governance. Proximity to the borrower directly affects the bank’s information-gathering and monitoring ability (Coval and Moskowitz (2001) and Berger et al. (2005)). The more significant a loan is for the borrower, the more influence the lender has over the managers (Rajan (1992)). Therefore, both proximity and loan-significance should lead to better monitoring and thus alleviate moral hazard concerns (Diamond (1984), James (1987)), thereby improving its governance. We test these hypotheses by constructing a dataset containing characteristics of bank loans for a broad panel of US firms over the 1985–2004 period, and relating specific loancharacteristics (proximity, loan significance, and insider potential) to the borrowing firm’s liquidity/information-asymmetry as well as to its quality of governance. We use an appropriate instrumental variables technique to account for the endogeneity of the borrowing decision and the choice of loan-characteristics. We also recognize the potential reverse causality whereby a more opaque firm may choose a bank with a bigger stake in its equity or a well-governed firm may choose a closer bank and/or a larger loan. We start by studying the change in the trading of the borrower’s stock by the lender-affiliated institutional investors relative to the stock’s overall trading. We find a strongly positive relation between the bank’s insider potential and the lender-affiliated institutions’ trading in the borrower’s stock, after the loan has been granted. Specifically, a standard deviation increase in insider potential raises lender-affiliated institutions’ relative trading by 0.1 standard deviations. This suggests that the information asymmetry around the borrower’s stock is exacerbated. Next, we provide evidence on the impact of the bank’s insider position on the stock’s secondary market liquidity. We show that a stronger bank-firm relationship increases borrower’s illiquidity as well as information asymmetry in the equity market. This holds despite the fact that 3 we control for the confounding effects of endogeneity of the borrowing decision and the choice of loan-characteristics. A stronger bank-firm relationship also increases the probability of informed trading (Easley et al. (1996)) and lowers the overall trading by institutional investors. The effect is economically and statistically significant – cross-sectionally, an increase of one standard deviation in the bank’s insider potential raises the borrowing firm’s illiquidity (or stockprice impact of a trade) by 0.2 standard deviations, increases information asymmetry by 0.8 standard deviations, increases the probability of informed trading by 0.4 standard deviations, and lowers institutional trading by 0.5 standard deviations. We find consistent results using other measures of liquidity as well as the stock’s overall trading volume, all of which decrease with a stronger bank-firm relationship. On the other side of the trade-off, we find evidence of a beneficial effect of a stronger bankfirm relationship reflected in better firm governance. Cross-sectionally, a 10% increase in proximity raises the probability of having independent directors on the board or having a nonexecutive Chairman (as measured by Independent Directors Dummy and Non-Executive Chairman defined below) by 3% and 3.3%, respectively, and increases the independent directors’ voting power (as measured by Voting Power of Independent Directors defined below) by 2%. A 10% increase in proximity also reduces the probability of having directors with multiple directorships or interlocking directorships, or having a relative of the CEO on board (as measured by Multiple Directorships Dummy, Interlocking Directorships Dummy, and Relative-on-Board defined later) by 7%, 6%, and 2.5% respectively. Using an alternative measure of governance, we find that a 10% increase in proximity increases the holdings of institutional investors in the firm (as measured by Unaffiliated Institutional Holdings defined below) by 3%. The same change in proximity also lowers the probability of the firm having bad governance provisions (as measured by the Governance Dummy defined later) by 2%. Analogously, a 10% increase in the loan’s significance raises the probability of having independent directors on the board or having a non-executive Chairman by 12% and nearly 2%, respectively, and increases the independent directors’ voting power by 2%. It also reduces the probability of having directors with multiple directorships or interlocking directorships, or having a relative on the board by 4%, 3% and 2%, respectively. The same change in the loan’s significance also increases the holdings of institutional investors in the firm by 4%. It also lowers the probability of the firm having bad governance provisions by 2%. Finally, it is interesting to note that a stronger lending relationship also increases the sensitivity of CEO-compensation to performance, thus indicating an improvement in governance. 4 Specifically, a cross-sectional increase of one standard deviation in proximity raises the sensitivity of the CEO-compensation to performance by 89% and the same increase in loan’s significance makes it statistically significant (from being insignificant). What is the effect on the firm’s value? On the one hand, better governance should lead to higher stock prices, but on the other hand, more information asymmetry and lower liquidity will increase the required rate of return on the stock, thus reducing its price. We find that, indeed, greater proximity and loan significance have a positive influence on Tobin’s Q and profitability, while a greater insider potential is negatively related to these measures of firm value. Specifically, a standard deviation increase in proximity (loan’s significance) raises Tobin’s Q by 0.3 (0.6) standard deviations and industry-adjusted ROA by 0.1 (0.1) standard deviations, while a standard deviation increase in the bank’s insider potential reduces Tobin’s Q (industry-adjusted ROA) by 0.4 (nearly 2) standard deviations. Alternatively, higher insider trading potential reduces firm value by about 40 b.p. per month over 12 months and a corresponding trading strategy yields 3%–4% over 12 months. Overall, the net effect is negative. This implies that the beneficial effects in terms of better governance are more than offset by the negative implications of the lower stock liquidity. Our paper makes several contributions. First, it quantifies the impact of the different facets of a lending relationship on the borrowing firm’s stock price. Our results highlight a trade-off between governance and liquidity, which is similar to the monitoring–liquidity trade-off established in the corporate governance literature (e.g., Berle and Means (1932), Coffee (1991), Bhide (1993)). Second, our paper adds to a broader debate in financial intermediation on the distinction between banks-based and markets-based financial architecture, and the implications of one prevailing over the other (e.g., Allen and Gale (2000)). Although the implications of conflicts of interest due to underwriting or consulting activities of investments banks around M&A deals, IPOs, and bond-issues have been highlighted in the literature (e.g., Puri (1996), Ritter and Zhang (2005), and Schenone (2004)), the informational and liquidity implications of the lending activity of the commercial banks have hardly been considered. Not only does our paper provide that link but it also shows that this impact on liquidity can be sizable. If the very power that allows the banks to monitor well has an adverse impact on the stock market, then it may prevent countries in which lending relationships are strong from developing a well-functioning stock-market. In the limit, the adverse-selection effects generated by banks may dry up liquidity and diminish stockmarket participation. 5 Third, we add another facet to the literature on liquidity. We are not aware of any study that relates stock market liquidity to lending relationships or to the flow of inside information (obtained through lending) within the financial conglomerate. Previous studies have documented a liquidity impact of internal monitoring by block-holders (e.g., Coffee (1991), Bhide (1993)). Another strand of literature provides evidence that the price-impact following an IPO underwritten by a financial conglomerate can be ascribed to the flow of information within the financial conglomerate (e.g., Ellis, Michaely, and O’Hara (2000), Schenone (2004)). We provide complementary evidence on the effects of commercial banks’ behavior on stock liquidity. Also, our study is related to previous findings showing that the announcement of a new loan or a loan revision has a positive impact on the borrowing firm’s value (James (1987), Lummer and McConnell (1989), and Slovin et al., (1992))). We qualify these results by focusing not so much on the granting of the loan in itself, but on the loan-characteristics. We find that portfolios of firms with a stronger relationship with the lenders earn positive abnormal returns in comparison with those that have a relatively weaker relationship with the lenders. This suggests that the signal is related not only to the initiation of the loan, but also to the strength of the bankfirm relationship. Finally, our findings provide some normative insights and suggest that treating all loans equivalently ignores important differences. After the complete repeal of the Glass-Steagall Act in 1998, the possibility of banks directly trading on the information acquired through lending has increased tremendously. However, the role of banks as insiders has gone unnoticed. Our results suggest that the effects of this on market liquidity may be relevant. The remainder of the paper is structured as follows. Section 2 lays out the hypotheses, Section 3 describes the sample and the variables, and Section 4 describes the econometric methodology. Sections 5, 6, and 7 report the main findings. A brief conclusion follows. 2. Hypotheses and testable propositions We argue that bank lending induces a trade-off between governance and liquidity for the borrowing firm, especially when the borrower-lender relationship is stronger. We start by defining the loan-characteristics which proxy for the strength of the borrowerlender relationship. The first one, called Proximity, is the closeness of the borrower-lender relationship. It is measured by the geographic distance between the borrower and the lender. The rationale is that a shorter distance (or greater Proximity) increases the ability to collect “soft” 6 information (Berger et al. (2005)). The interpretation of proximity as a measure of access to inside information is supported by plenty of evidence (e.g., Coval and Moskowitz (1999), Garmaise and Moskowitz (1999), Grinblatt and Keloharju (2001)). The precision of the signal the bank receives on the borrower also decreases with distance (Diamond (1984), Petersen and Rajan (1994), Berger and Udell (1995), Hauswald and Marquez (2000), and Sufi (2005)). The second characteristic we focus on is the relative importance of the loan to the borrower’s finances. We measure it using the Loan-to-Asset Ratio. The rationale is that increasing the loan size makes the lender a keener monitor (Khalil and Parigi (1998)). More importantly, a bank lending to a more dependent or needy firm – i.e., when the relative significance of the loan to the borrower’s finances is greater – will have better access to inside information. An extreme case of this “dependency” is relationship lending (Mayer (1988), Sharpe (1990), Rajan (1992), and Boot and Thakor (2000)). Next, we define insider potential as the ability of the bank to exploit the inside information that it acquires through lending, in the equity market. We proxy for it with the equity stake that the bank has, either directly or indirectly, in the firm it lends to. We call this variable the bank’s Equity Exposure. Although historically US regulations have prohibited banks from investing in the equity market for their own portfolio, banks can still make these investments through their trust business. Banks’ trust services include selecting investments and exercising the voting rights of stocks held in trust. Banks must select trust investments within the confines of the federal and state law, and their supervisors’ regulations. However, “banks are still left with significant discretion in the choice of their trust investments. Federal law generally defers to state trust law ... [that] ... recognizes the duty of loyalty and the duty of care. This rule, however, is quite general ... Some trust settlers or pension-plan sponsors choose to retain investment discretion for themselves. Others give the trustee full investment discretion” (Santos and Wilson (2005)). Banks can also hold positions indirectly through other members of the same financial conglomerate (Massa and Rehman (2005), Acharya and Johnson (2007)). Seyhun (2007) shows that when an investment banker joins a firm’s board of directors, profitability from insider trading decreases. This effect is reversed after the end of the investment banker’s term on the board. This is interpreted as evidence of ineffectiveness of the “Chinese Walls”. In general, there is growing evidence of synergies accruing to commercial banks from belonging to a financial conglomerate (e.g., Puri (1996), Schenone (2004), Ritter and Zhang (2005), and Seyhun (2007)). Both, Proximity and Loan-to-Asset Ratio improve the bank’s ability to monitor the firm’s managers. Bank monitoring, even if aimed at recovering the loan, improves overall corporate 7 governance. Banks acquire private information about loans and enhance the value of investment projects (Diamond (1984), James (1987)). Bank lending also helps improve the quality of the firm’s projects by reducing the management’s incentive to default strategically (Bolton and Scharfstein (1996)), or to invest sub-optimally (Jensen (1986), Holmstrom and Tirole (1997)). More inside information, due to greater proximity and/or higher loan-to-asset ratio, enhances the monitoring ability of the bank (Besanko and Kanatas (1993)) and “thereby [improves] capital allocation and corporate governance” (Levine (2002)). We argue that the bank’s role is not limited to contributing to the general quality of the governance by preventing inefficient and wasteful practices of the management. In fact, it may also provide protection for the shareholders. For instance, a bank may be interested in preserving the market value of the firm to avoid an increase in the firm’s market leverage, or just to preserve the market valuation of the collaterals posted by the borrower. Therefore, the bank will use its relationship with the firm to oppose antitakeover provisions or enhance the attractiveness of the firm to institutional investors. Overall, these considerations suggest a positive correlation between governance and the strength of the borrower-lender relationship. However, the strength of the borrower-lender relationship may also have a detrimental effect on the stock liquidity of the borrowing firm due to the bank’s informationally privileged position vis-à-vis the other market participants. Indeed, the lender may exploit its equity exposure and trade on the information obtained through lending. This would widen the information asymmetry associated with the firm’s stock, reduce overall trading, raise adverse selection, and dry up stock liquidity. These considerations allow us to define our testable restrictions. We posit that: H1: A greater insider potential of the bank increases information asymmetry and reduces the firm’s stock liquidity. H2: A closer borrower-lender relationship and a more significant loan, both improve the firm’s corporate governance. The net effect of the governance/liquidity trade-off on firm-value is uncertain a priori. If the “better-governance” effect due to a stronger borrower-lender relationship prevails, it would enhance firm and stock value, while if the “informational asymmetry” aspect prevails, it would depress the stock price. 8 3. Data and Definitions of Main Variables 3.1 Data description We draw data from several different sources and merge them to construct our final sample. Primarily, we construct our sample using two groups of companies – firms that initiate a loan contract and firms whose historical location is known. To construct our base sample, we start with data on bank loans, which are collected from Loan Pricing Corporation’s (LPC) DealScan database. We pick all loan contracts over the period 1985–2004 between borrowers and lenders located in the United States. These data provide information such as the size of the loan, the date when the contract is effective, the tenor of the loan, and the location of the borrowing firm at the time of the loan contract, etc. The other component of our base sample consists of all firms whose historical location is known. These historical location data (at county-level) are from 1991–onwards, so merging the LPC Dealscan data with these historical-locations data from Compustat constrains our sample to 1991–2004. The resulting sample consists of loan-taking as well as non-borrowing firms, whose historical location is known over 1991–2004. For all the banks listed as members of the lending syndicate in our LPC data, we obtain the location of the parent company (or “bank holding company”) either from the Federal Reserve’s Report of Condition and Income (a.k.a. “Call Reports”), or from the Federal Deposit Insurance Corporation’s (FDIC) Institution Directory, or else from the Bureau van Dijk’s BankScope database. To obtain these locations, banks are matched by name and year in which the loan becomes active (the time dimension is added in order to account for possible changes in the banks’ location). The name-matching is first done using an algorithm designed for this purpose and then further enhanced by manually searching for the remaining (unmatched) LPC-banks in the above three databases and identifying their parent company’s location. We then calculate the distance between the borrower and the nearest “large” branch of any bank within the borrower’s lending-syndicate. We identify the geographical coordinates (i.e., latitude and longitude) for the borrower and for the nearest “large” branch of any of its lending banks. We obtain these county-level coordinates from the Census 2000 US Gazetteer Files and plug them into the formula for calculating the spherical distance. The distance di,j (in miles) between the branch of bank i and firm j is: d i , j = arccos (deg latlon ) ⋅ r 9 (1) where deglatlon is given by: cos (lat i ) ⋅ cos (lon i ) ⋅ cos (lat j )⋅ cos (lon j ) + cos (lat i ) ⋅ sin (lon i ) ⋅ cos (lat j )⋅ sin (lon j ) + sin (lat i ) ⋅ sin (lat j ) and lat and lon refer to the latitude and longitude in radians (converted from degrees by multiplying with π / 180 ); r is the radius of Earth in miles. All accounting variables for the borrowing firms are measured through the life (or tenor) of their corresponding loans, and are obtained from the CRSP-Compustat Merged (CCM) database. Information regarding the local banking market is obtained using branch-level data from FDIC’s Summary of Deposits. The earliest available Summary of Deposits is dated June 1994 and covers the preceding year. Hence, using these data adds a further constraint and restricts our sample period to 1993–2004. We use Thomson Financials’ 13F Reports to obtain the fraction of borrowing company’s outstanding shares held by financial institutions. In order to calculate aggregate volatility of returns and stock market illiquidity, we use CRSP Daily data. Average trading volume is based on CRSP Monthly data. We report summary statistics for our loan-taking sample in Table 1, Panel B. We can see that in our sample the median firm-size (as measured by assets) is about $738 million. More than half of the loan-taking firms are listed on the NYSE. The average loan size is four times the assets. These loan-taking firms are on average located about 200 miles away from the largest branch of their lender(s). Approximately 14% of the firms in our loan-taking sample are located in large metropolitan areas. We distinguish the following six major metropolitan areas in the U.S. because of their prominent capital markets – Boston, Chicago, Los Angeles, New York, Philadelphia, and San Francisco. The median firm has 9 out of the 24 features that compose IRRC’s Governance Index, a number very similar to the figures reported in Gompers, Ishii and Metrick (2003). Our mean statistic for Illiquidity is 0.58, which is close to the mean statistic of 0.32 reported in Amihud (2002). 3.2 Strength of the borrower-lender relationship In all the definitions below, n represents the tenor (or duration) of the loan and t represents the year in which the loan is initiated. We use three features of the borrower-lender relationship: Proximity, which reflects the degree of closeness between the borrower and the lender; Loan-toAsset Ratio, which is a measure of how significant the loan is for the borrower; and Equity Exposure, which proxies the insider potential of the bank vis-à-vis the borrower. Proximity is defined as –ln(1 + Borrower-Branch Distance), where Borrower-Branch Distance is the distance 10 between the borrower and the nearest “large” branch of any bank within the borrower’s lendingsyndicate. “Large” branch is taken to be one with deposit size greater than that year’s median deposit size in branches across the country. Loan-to-Asset Ratio is the “drawn amount” of the loan, calculated as the percentage of the borrower’s asset size. “Drawn amount” refers to the actual amount drawn by the borrower (as opposed to what might be available through a line of credit). Also, the borrower’s asset size in this ratio is the size of its assets (item 6) averaged over [t-n, t-1] years. Equity Exposure is the fraction of borrower’s equity held by all institutional investors (i.e., commercial banks, insurance companies, mutual funds, pension funds, and investment managers) affiliated with the lending banks in the syndicate. We assume that banks can (indirectly) dispose of these shares and therefore affect the price of the stock. We measure the value of these holdings on the last filing date in the fiscal year before the loan is initiated.1 3.3 Firm characteristics We control for several firm-characteristics that may be indirectly related to the degree of information asymmetry between the borrower and the lender. Following is a brief description of those. Size is the logarithm of book value of assets (item 6) averaged over [t-n, t-1] years. Sizesquared is the square of Size. Leverage is the long-term debt (item 9) to assets ratio averaged over [t-n, t-1] years. Cash is total cash (item 1) to lagged assets ratio averaged over [t-n, t-1] years. Capital Expenditure is capital expenditures (item 128) to lagged assets ratio averaged over [t-n, t-1] years. Market-to-Book is market equity (item 25 x item 199) to book equity (item 60) ratio averaged over [t-n, t-1] years. All these data are obtained from CRSP-Compustat Merged database. Institutional Holdings is the institutional investors’ equity stake averaged over all quarters in [t-n, t-1] years; these data are obtained from 13F filings. Analysts is the number of analysts following the stock (obtained from the I/B/E/S Summary database), averaged over [t-n, t1] years. (Our results are robust to measuring all these characteristics only in year t-1.) Firm’s 1 All our results are robust to using the following alternative measures of the loan characteristics. Proximity of the firm can be measured with respect to the lending banks’ headquarters, and defined as –ln(1 + Borrower-HQ Distance), where Borrower-HQ Distance is the average distance between the borrower and the headquarters of all banks in the lending syndicate. We can also define Proximity as the fraction of total loan obtained from banks headquartered in the same state as the firm’s headquarters, or as the fraction of total loan obtained from banks headquartered within 200 miles of the borrower, or as reciprocal of the average distance of the borrowing firm from all the lending banks in the syndicate. Loan-to-Assett-1 Ratio is defined in a manner similar to the measure described above, except that it is standardized by assets from year t-1 (instead of assets averaged over [t-n, t-1] years). Bank Holdings is an alternative to Equity Exposure; it is constructed like the measure used in the paper, except we use only “Type-1” holdings to construct this alternative measure. (“Type” refers to the classification used for categorizing institutional investors in the CDA/Spectrum 13F Holdings database by Thomson Financial, and “Type-1” indicates a Bank.) Potential Equity Exposure is another alternative to Equity Exposure, and it is measured as the ratio of the overall assets (as opposed to the holdings in the borrower) of all lender-affiliated institutions to the market equity of the borrower. 11 Relative Age is the firm’s age standardized by the age of other firms in the same industry. Age is calculated as the number of years since the firm first appeared in CRSP-Daily database (Denis, Denis, and Sarin (1997)). NYSE is a dummy variable equal to 1 if the firm is listed on the New York Stock Exchange, and 0 otherwise. Ratings Dummy is a dummy equal to 1 if the firm has a credit-rating, and 0 otherwise. We also use year- and 48 industry-dummies (Fama and French (1997)). Size, leverage, profitability (Frank and Goyal (2003)), level of institutional ownership (Best, Hodges, and Lin (2004)), and number of analysts (Krishnaswami and Subramaniam (1998), Lowry (2003)) are all indicative of the firm’s information asymmetry. The use of these and other firm-specific characteristics as controls allows us to strengthen our claim that the impact on liquidity/governance is a direct result of the borrowing relationship and not due to the underlying informational asymmetry between the borrower and the lender. Some of the firm-characteristics that we control for also reflect the firm’s investment opportunities. 4. Econometric methodology We focus on the loan deal as the unit of our cross-sectional analysis. For each deal-based observation, we average the dependent variable over n years after the year in which a loan is initiated and we also control for the average value of the dependent variable over n years before the loan is initiated (here n is the tenor of the loan). This pre-loan average (over [t-n, t-1] years) of the dependent variable is like a “lagged dependent variable”. For example, for a three-year loan, we analyze the average value of liquidity over years [t+1, t+3] while controlling for average liquidity over the years [t-3, t-1] (t being the year in which the loan is initiated). The fact that the sampling is event-based eliminates the issue of autocorrelation. As a robustness check, we also employ a sampling at the firm level in which the unit of observation is the firm as opposed to the loan deal. The results obtained using these alternative specifications are consistent. Our results are also robust to controlling for the independent variables lagged only by one year. Given that the results do not differ, we leave these additional robustness checks unreported. All the estimates of the impact of bank-firm relationship on the firm’s liquidity/governance are conditional on the firm’s decision to borrow from a bank. This may induce a selection bias if the variables that determine such an impact were the same as those explaining the decision to borrow. It may be, for instance, that the impact of a stronger relationship on stock liquidity is due 12 to the fact that less liquid firms are the ones more likely to borrow from banks with a greater equity exposure in the first place. I.e.,: si*,t = β xi ,t + ε i ,t (2) bi*,t = αzi ,t + ηi ,t (3) if bi*,t > 0 , si ,t = si*,t ,bi ,t = 1 ; otherwise, if bi*,t ≤ 0 , si,t not observed and bi ,t = 0 , (4) where equation (2) relates stock-specific characteristics (e.g., si,t be stock liquidity) and equation (3) represents the firm’s decision to borrow from a bank, where zi,t and xi,t are the explanatory variables. The conditions in (4) say that we do not observe the relationship between bank loans and stock liquidity for the firms that have not borrowed. Thus, the decision to borrow is endogenous: bi,t depends on the latent variable bi*,t , which itself is a function of firm characteristics and other determinants. We follow the solution proposed by Heckman (1979) and we first estimate equation (3) using a Probit model. Then, we estimate: s i ,t = xi ,t β + σLambda i ,t + ε i ,t (5) where Lambdai,t is Heckman’s (1979) Lambda, calculated using estimates from the Probit model in (3). We estimate equation (3) using a panel of loan-taking as well as non-borrowing firms whose historical location is known from Compustat. bi*,t is a dummy variable (named Loantaking Decision in Table 2, Panel A) that equals 1 in the year when the firm initiates a loan, and 0 otherwise. The vector xi′,t contains the main determinants of the decision to borrow, a set of firm- and industry-specific control variables, and year and 48 industry dummies (Fama and French (1997)). The main determinants are: a dummy for whether the firm already has an outstanding loan in the given year; an interaction of the firm’s age and the Metropolis dummy (which equals 1 if the borrower is headquartered in one of the six metropolises identified above, and 0 otherwise); an interaction of firm’s size and the Metropolis dummy; number of segments the firm operates in; concentration of the firm’s local banking market (measured by the lagged Herfindahl Index of bank-deposits at all the branches located in the same county as the firm); the borrower’s median distance (inversely weighted by the corresponding number of branches) from the headquarters of all the bank-branches located in the same county as the firm; the median size (weighted by the corresponding number of branches) of all the bank-branches located in the same county as the firm; the regulatory environment in the firm’s home state, as measured by the fraction of years in our sample for which interstate-branching was deregulated in the state. 13 The firm-specific control variables are lagged by one year and include: Size, Size-squared, Leverage, Cash, Capital Expenditure, ROA, Market-to-Book, Kaplan-Zingales Index (constructed following the methodology of Baker, Stein, and Wurgler (2003)), Institutional Holdings, Analysts, Firm’s Relative Age, NYSE dummy, and Ratings Dummy.2 All these variables are defined in the same manner as in Section 3.3 above, except here they are measured in year t-1 as opposed to being averaged over [t-n, t-1] years. Details on the definitions can be found in Table 1. We also include several industry-specific control variables in some specifications of the model but do not report their estimated coefficients in Table 2, Panel A, for economy of space. These industry-specific variables are lagged by one year and include the following characteristics averaged across other firms in the same industry: Size, Leverage, Cash, Capital Expenditure, ROA, Market-to-Book, Kaplan-Zingales Index, Institutional Holdings, Analysts, and Age. The estimated coefficients from the Probit model are reported in columns (1)–(4) of Table 2, Panel A. We calculate the Heckman’s (1979) Lambda using the estimates reported in column (3). As a robustness check, we also consider a Logit specification and report those estimates in columns (5)–(8). It is evident that, even after controlling for firm- and industry-characteristics, the nature of the local bank-lending market has a critical influence on the firm’s loan-taking decision. Given that this is not the main focus of the paper, we will not dwell on these results. It is just worth mentioning that the firms more likely to borrow are the ones that are not located in financial centers, have more segments, are bigger in size and less levered, have less cash but more capital expenditures, are more profitable and younger, and have a past loan outstanding. Distance from banks reduces the likelihood to borrow. These results are consistent with the existing literature. In the second stage, we include the Inverse Mills’ Ratio in the main equation and estimate this main equation using 2SLS, as described in Procedure 17.2 under Section 17.4.2 in Wooldridge (2001). The results show that, while the selection model for the loan taking decision appears to have good explanatory power, the Inverse Mills Ratio (λ) is insignificant in the governance regressions but seems to play a role in the case of information asymmetry regressions. This suggests that the selection bias due to the endogenous choice of the loan is significant and affects the degree of information asymmetry around the borrower’s stock. If λ is 2 The Kaplan-Zingales Index is included to control for the likelihood that the firm faces financial constraints. Like Baker, Stein, and Wurgler (2003), we define it as per the following linearization: KZ = (3.139 x Leverage) + (0.283 x Tobin’s Q) – (1.002 x Cashflow) – (39.368 x Dividends) – (1.315 x Cash). Cashflow is the sum of Compustat Items 14 and 18, as a fraction of lagged assets (item 6), and Dividends are the sum of Compustat items 19 and 21, as a fraction of lagged assets as well. The remaining variables are as defined above. 14 not included, then the least squares methodology overestimates the value of the relationship between information asymmetry and loan characteristics. In other words, the stocks of firms that borrow in general display higher information asymmetry and are less liquid. This bias is properly accounted for by including λ. No such effect of λ is found in the case of governance, which means that borrowing firms are not significantly different from the non-borrowing firms in terms of corporate governance. All the second-stage estimations are based on instrumented loan-characteristics because these are also endogenous. The main instrument for each of the three loan characteristics is the unconditional value of the corresponding variable. Specifically, the main instrument for Proximity is proximity of the borrower to the nearest “large” branch of any bank, and that for Loan-to-Asset Ratio and Equity Exposure is the industry average of the corresponding loancharacteristic in the same year as the given loan’s start. Definitions of the other instruments and the estimated coefficients are reported in Table 2, Panel B. The suitability of these instruments is checked in all the second-stage regressions by the statistics from Hansen’s test of overidentification. The p-values are reported at the bottom of each table and confirm the quality of our instruments. In the Appendix, we provide a detailed description of the set of instruments used for the loan-characteristics and discuss the estimation results from this stage. Recall that only Equity Exposure is expected to affect the information asymmetry of the borrowing firm. The other two loan-characteristics – Proximity and Loan-to-Asset Ratio – are expected to affect the governance of the firm. Therefore, in all our tests, we will first consider the individual impact of these three loan-characteristics on the dependent variable and subsequently employ a pair of loan-characteristics for robustness. The pair of loan-characteristics consists of one that affects governance (either Proximity or Loan-to-Asset Ratio) and one that affects the information asymmetry (i.e., Equity Exposure). 5. The Dark Side of a Stronger Borrower-Lender Relationship 5.1 Lender-Affiliated Institutions’ Trading Given the role of the bank’s informational advantage and the bank’s ability to exploit this information in the equity market, we start by focusing directly on the lender-affiliated institutional investors’ trading in the borrower’s stock after the loan’s initiation. The dependent variable, Lenders’ Relative Trading, measures trading by the lender-affiliated institutional investors in the borrowing firm’s stock relative to the overall trading by all institutional investors 15 in that stock. It is defined as ln(1 + Lenders’ Trading/Institutional Trading), where Institutional Trading is the average quarterly turnover in institutional investors’ holdings over [t+1, t+n] years. Lenders’ Trading is calculated in the same manner but using only those institutional investors that are affiliated with banks involved in the lending syndicate. Lenders’ Relative Trading thus captures the adverse selection faced by other market-participants. We regress this measure on the instrumented loan-characteristics and the full set of explanatory variables defined above. The results are reported in Table 3. They show a strongly positive relation between our proxy for the bank’s insider potential and the lender-affiliated institutions’ trading in the borrower’s stock.3 The results are also economically significant – a standard deviation increase in Equity Exposure raises lender-affiliated institutions’ relative trading (calculated using all “Types”) by 0.1 standard deviations. Next, we split Lenders’ Relative Trading into two sub-components by computing the dependent variable either using only the holdings of banks or using the holdings of all the institutional investors except the banks. The results thus obtained are very similar to those for the overall Lenders’ Relative Trading and show a very strongly positive impact of Equity Exposure, while Proximity and Loan-to-Asset Ratio have no significant impact. Later, we will also show that equity exposure is negatively related to overall trading volume as well as institutional trading. Taken together, these results suggest that the bank’s insider potential directly translates into more insider-trading by the lender-affiliated institutional investors at the cost of trading by other institutions. This provides evidence for how the borrowing firm’s strong relationship with the lenders can lead to adverse selection for the other market participants. 5.2 The effect on Stock Liquidity and Information Asymmetry We now relate the strength of the borrower-lender relationship to the firm’s liquidity and information asymmetry in the stock market (H1). We estimate: LAM i ,[ t +1,t + n ] = β 0 + β 1 BLR i ,t + β 2 X i ,[ t − n ,t −1] + β 3 LAM i ,[ t − n ,t −1] + σLambda i ,t + ε i ,[ t +1,t + n ] , (6) where LAMi,[t+1, t+n] is the liquidity/asymmetry measure. We consider two alternative measures: Amihud’s (2002) Illiquidity ratio and the measure of Information Asymmetry developed by 3 All the results reported in the paper are robust to the exclusion of 5% extreme observations. These results using the censored data are left unreported for economy of space. 16 Llorente et al. (2002). The first is based on Kyle’s (1985) λ and measures the percentage price response for a given level of trading volume. It reflects the compensation that liquidity providers demand for transacting with better-informed traders, and increases with the degree of information asymmetry. We define it as ln(1 + AvgILLIQ[t+1, t+n]), where AvgILLIQ[t+1, t+n] is the average of AvgILLIQ over [t+1, t+n] years. AvgILLIQ is the yearly average of ILLIQ (multiplied by 107). ILLIQ, for month t is: ILLIQi ,t = 1 Daysi ,t Days i ,t Ri ,t , d d =1 DVoli ,t , d ∑ . (7) Daysi,t is the number of valid observation days for stock i in month t, and Ri,t,d and DVoli,t,d are the daily return and daily dollar volume, respectively, of stock i on day d of month t. The measure of Information Asymmetry developed by Llorente et al. (2002) relies on the positive (negative) autocorrelation in returns when the level of speculative trading is proportionately high (low). The degree of information asymmetry for stock i in a given fiscal year is measured by the coefficient C2 estimated from the following regression using daily data: Ri ,d + 1 = C0 + C1 .Ri ,d + C2 .(Vi ,d × Ri ,d ) + ε i ,d + 1 , Vd = log Turnoverd − (8) 1 −1 ∑ log Turnoverd + s , log Turnover = log (Turnoverd + 0.00000255) 200 s = −200 C2 is then averaged over [t+1, t+n] years. Turnoverd is the total number of shares (of stock i) traded on day d as a fraction of shares outstanding, and Ri,d is stock i’s return on day d. The intuition is that the interaction of higher trading volume and stock return autocorrelation helps identify firms with high degree of speculative trading driven by private information. When volume is high, stocks characterized by more speculative trading exhibit positive autocorrelation in returns, while stocks characterized by more hedging-motivated trading display negative autocorrelation. BLRi,t is the proxy for the strength of borrower-lender relationship (i.e., Proximity, or Loanto-Asset Ratio, or Equity Exposure). The vector of control variables (Xi,[t-n, t-1]) consists of Size, Size-squared, Leverage, Cash, Capital Expenditure, ROA, Market-to-Book, Institutional Holdings, and Analysts averaged over [t-n,t-1], besides Firm’s Relative Age, NYSE, and Ratings Dummy. We also include the pre-loan average of the dependent variable (LAMi,[t-n, t-1] ) and Heckman’s (1979) Lambda (Lambda). To address the issue of endogeneity, we instrument our 17 various proxies for the strength of borrower-lender relationship. A detailed description of instruments and their characteristics is reported in the Appendix. Our working hypothesis (H1) requires β1 > 0 for Illiquidity as well as Information Asymmetry. The results, reported in Table 4, support it. There is a strongly positive and statistically significant relationship between Illiquidity (or Information Asymmetry) and Equity Exposure. Not only are the results statistically significant, but they are also economically relevant. A standard deviation increase in Equity Exposure raises illiquidity (information asymmetry) by 0.2 (0.8) standard deviations. Also, the individual impact of proximity and loan’s significance on illiquidity and information asymmetry appears to be very strongly positive. However, when we pair these loan-characteristics with equity exposure, that effect disappears. The signs on the coefficients of the control variables are as expected. Illiquidity is positively related to leverage and negatively related to the size of the firm, its profitability, and to the amount of cash it holds. Rated firms as well as firms held by institutional investors, firms belonging to the NYSE, and firms with higher market-to-book ratio have lower illiquidity/ asymmetry levels. It is important to stress that these results hold even after controlling for the pre-loan level of illiquidity/asymmetry. Overall, these findings suggest that the lending relationship directly affects the level of liquidity and information asymmetry in the equity market. Banks are perceived as insiders and this increases asymmetry while simultaneously reducing overall institutional trading. The potential of trading on insider information by banks (and their affiliated institutions) crowds out trading by other institutional investors. As institutional trading drops, less information is impounded in prices, which then become less transparent, leading to a rise in information asymmetry and a drop in liquidity. This is also consistent with the results (described below) showing that a stronger lending relationship reduces overall trading. One important additional element is the fact that the impact of the borrower-lender relationship on liquidity is more evident in the sub-sample of firms that are relatively more transparent to the market. In unreported tests, we investigate how the impact of the lending relationship differs by the degree of ex-ante transparency of the borrowing firm. The intuition is that, the insider role of the bank affects illiquidity more for firms with greater transparency. Liquidity of firms that were already more opaque will be less affected by the lending relationship. And indeed, the results show that the lending relationship impacts stock Illiquidity and Information Asymmetry more strongly for those firms that before the loan either have a creditrating, or have greater analyst coverage, or are relatively older than other firms in the industry, or 18 are listed on the NYSE. The effect is minimal in the case of unrated firms, or firms with less analyst coverage, or relatively younger firms, or firms that are not listed on the NYSE. Similarly, a stronger impact for the sub-sample of more transparent firms is found using the alternative measures of information asymmetry that are described in the next section. Overall, these findings suggest that for more opaque firms, the benefit of getting a loan dominates the adverse impact a strong borrower-lender relationship has on the stock’s liquidity. In other words, the positive information signaled by the bank loan (e.g., James (1987)) offsets the negative effect due to the bank’s insider potential. Therefore, the bank loans are important for young companies in building reputation (Diamond (1989)), but once the borrower is well established, a strong lending relationship can have adverse effects on the firm (Rajan (1992)). 5.4 Robustness checks We perform a series of robustness checks based on alternative measures of stock illiquidity or information asymmetry. In particular, we consider the Probability of Informed Trading, the Liquidity Ratio, Trading Volume, and Institutional Trading. The Probability of Informed Trading is constructed as ln(1+PIN[t+1,t+n]), where PIN[t+1,t+n] is the average of PIN over [t+1, t+n] years, and PIN is the measure proposed by Easley et al. (1996).4 This measure is built on the structural sequential trade model of Easley and O’Hara (1987, 1992). It posits that differences in the probability of informed trading across stocks and the changes in this probability for a given stock are related to the level of information asymmetry. It proxies for informed trading, as calculated from the relative imbalance in a stock’s buy and sell orders. The Liquidity Ratio (Cooper, Groth, and Avera (1985), Amihud, Mendelson, and Lauterbach (1997), and Berkman and Eleswarapu (1998)) can conceptually be considered as the reciprocal of Illiquidity used above. Operationally, however, it is constructed by using high-frequency TAQ data. It is the logarithm of “the average ratio of volume to absolute return, where the average is taken over all days in the sample for which the ratio is defined (Hasbrouck (2005)).5 Another measure related to both information asymmetry and liquidity is the stock’s trading volume. This is based on the fact that information asymmetry reduces trading volume (Milgrom and Stokey (1982), Foster and Viswanathan (1990), and Easley et al. (1996)). Also, trading volume is positively related to stock liquidity (Amihud and Mendelson (1986), and Brennan et al. 4 5 We obtained this measure from Soeren Hvidkjaer’s website: http://www.smith.umd.edu/faculty/hvidkjaer/. We obtained this measure from Joel Hasbrouck’s website: 19 (1998)). We define Trading Volume as the logarithm of annual volume, averaged over [t+1, t+n] years. Annual volume is the average monthly volume over the year, where monthly volume is the number of shares traded (reported in CRSP Monthly) as a fraction of total shares outstanding. Finally, we also consider a measure of trading by institutional investors. Since institutions tend to be better informed, a reduction in their trading would be a signal of adverse selection problems. The variable Institutional Trading is the average over [t+1, t+n] years of turnover in institutional investors’ holdings (obtained from 13F-Spectrum). Yearly turnover is the average quarterly turnover in a given fiscal year. Our working hypothesis (H1) requires β1 > 0 for Probability of Informed Trading, but β1 < 0 for Liquidity Ratio, Trading Volume, and Institutional Trading. Unreported results confirm those described in the previous sub-section and support our main hypothesis. Specifically, there is a strongly positive and statistically significant relationship between our alternative measures of information asymmetry and equity exposure. Equity Exposure is positively related to Probability of Information Trading and negatively related to Liquidity Ratio, Trading Volume, and Institutional Trading. Not only are the results statistically significant, but they are also economically relevant. A standard deviation increase in Equity Exposure raises (reduces) the Probability of Informed Trading (Institutional Trading) by 0.4 (0.5) standard deviations. The results for Liquidity Ratio and Trading Volume are also very similar. 6. The Benefits of a Stronger Borrower-Lender Relationship We now study the impact of a strong lending relationship on the firm’s corporate governance. 6.1 Measures of corporate governance In this section, we focus on the benefits of a strong lending relationship for the governance of the firm. We use three sets of measures for the quality of corporate governance that are prevalent in the literature and relate them to the strength of the borrower-lender relationship. The first set of governance measures proxies for the internal governance provided by the board composition. In line with the existing literature (e.g., Davis (1996), Hermalin and Weisbach (1998), Core, Holthausen, and Larcker (1999), Klock, Mansi, and Maxwell (2005), Fich and Shivdasani (2006)), we identify the following measures of governance: the fraction of http://pages.stern.nyu.edu/~jhasbrou/Research/GibbsEstimates/Liquidity%20estimates.htm 20 board of directors that has multiple board memberships, the fraction of board of directors that is independent, the voting power of the independent directors, whether the Chairman is also an executive of the firm, the presence of a CEO’s relative on the board, and the fraction of board of directors that has interlocking directorships.6 Specifically, Multiple Directorships Dummy equals 1 if the fraction (averaged over [t+1, t+n] years) of total directors with multiple directorships is above median and 0 otherwise. We define Independent Directors Dummy and Interlocking Directorships Dummy in a similar manner.7 Voting Power of Independent Directors is the voting power on equity shares (averaged over [t+1, t+n] years) controlled by the independent directors. Non-Executive Chairman is a dummy that equals 1 if the firm’s Chairman during the [t+1, t+n] years is not an executive manager of that firm, and 0 otherwise. Relative-on-Board is a dummy that equals 1 if there is a relative of the CEO on the board at any time during [t+1, t+n] years, and 0 otherwise. The second measure of corporate governance is related to the equity stake of institutional investors in the borrowing firm. The literature has argued that institutional investors provide a measure of “external governance” (Maug (1998), Kahn and Winton (1998), Bolton and von Thadden (1998), Noe (2002), and Faure-Grimaud and Gromb (2004)). In order to filter out the effect of the loan on overall institutional holdings, we only measure the holdings of those institutional investors that are unaffiliated with banks in the lending syndicate. Specifically, we take the equity holdings of all these unaffiliated institutional investors in the borrower and average them across all quarters through [t+1, t+n] years. The resulting dependent variable is: Unaffiliated Institutional Holdings. The final set contains measures of governance based on by-laws. These are the Gompers, Ishii, and Metrick (2003) governance index (henceforth GIM), the anti-takeover provisions of GIM as well as the complementary part of GIM that is not made of anti-takeover provisions. GIM is calculated by adding one point for each of 24 provisions, compiled by the Investor Responsibility Research Center (IRRC), that restrict shareholder rights. Higher levels of the index represent weaker shareholder rights. Our first dependent variable is Governance Dummy, which is equal to 1 if the GIM index averaged over [t+1, t+n] years is greater than 9, and 0 otherwise (i.e., 1 for “dictatorship” firms and 0 for “democratic” firms). 6 All the measures based on the fraction of board of directors are calculated as the ratio between the number of directors with those characteristics (such as independent or interlocking) and the total number of directors on the board. 7 The sample-medians for the fraction of total directors with multiple directorships, independent status, and interlocking directorships are 0, 2/3, and 0, respectively. 21 Further, in line with Cremers and Nair (2005) and Cremer, Nair, and Wei (2007), the provisions used to construct the GIM index can be divided in two broad categories. One category relates to takeover defenses, such as bylaws to delay hostile bids (e.g., a staggered board, limits to call special meetings, limits to act by written consent), and general defense tactics (e.g., poison pills and blank check). Using these five measures, we create the Anti-takeover Dummy, which equals 1 if a firm has more than 3 of these provisions in place (when averaged over [t+1, t+n] years), and 0 otherwise. The second category relates to power-sharing arrangements between the management and the shareholders. It includes the amount of protection given to officers and directors (e.g., golden parachutes), and the effective voting rights of shareholders (e.g., absence of confidential voting). Using these remaining provisions unrelated to anti-takeover measures, we create the Complementary Governance Dummy, which equals 1 if a firm has more than 6 of these provisions (when averaged over [t+1, t+n] years), and 0 otherwise. The power-sharing category of provisions partially reflects the bargaining power of existing management vis-à-vis inside monitors (Hellwig (2000)). To test for the exact impact of lending relationship on governance, we regress the above measures of governance on our proxies for the strength of lending relationship as well as on the set of control variables defined earlier. We also control for Product-Market Competition, which is the Herfindahl Index of industry sales (item 12), averaged over years [t-n, t-1]. This is done to account for the disciplining effect competition has on the firm’s governance. We estimate: Gi ,[ t +1,t + n ] = β 0 + β 1 BLR i ,t + β 2 X i ,[ t − n ,t −1] + β 3 Gi ,[ t − n ,t −1] + σLambda i ,t + ε i ,[ t +1,t + n ] , (9) where Gi,[t+1, t+n] is one of the measures of corporate governance, averaged over the years [t+1, t+n]. The other variables and the econometric specification are the same as before, i.e., we use Heckman’s Lambda to correct for the selection bias, we instrument the loan-characteristics, and we average the right-hand side control variables over [t-n, t-1] years. In order to rule out reversecausality we control for the pre-loan level of the corresponding dependent variable, averaged over [t-n, t-1] years.8 This is indicated by Gi,[t-n, t-1] on the right-hand side of (9). When the dependent variable is a dummy variable, equation (9) is estimated as a Probit model. When the dependent variable is a fraction between 0 and 1, equation (9) is estimated as a Tobit model. We expect Proximity and Loan-to-Asset Ratio to have a favorable impact on governance. The results are reported in Table 5. In Panel A, we report results for the six 22 measures of governance based on the board structure (specifically, Multiple Directorships Dummy, Independent Directors Dummy, Voting Power of Independent Directors, Non-Executive Chairman, Relative-on-Board, and Interlocking Directorships Dummy). In Panel B, we report the results for Unaffiliated Institutional Holdings, and in Panel C, we report the results for Governance Dummy, Anti-takeover Dummy, and the Complementary Governance Dummy, derived from the GIM Index. All the results display a strongly positive relation between the strength of the lending relationship and the quality of governance. In particular, there is a positive relation between Proximity (or Loan-to-Asset Ratio) and the number of independent directors, voting power of independent directors, probability of having a non-executive Chairman (Panel A) as well as the holdings of unaffiliated institutional investors (Panel B). Conversely, there is a negative relation between Proximity (or Loan-to-Asset Ratio) and multiple directorships, probability of relatives sitting on the board, and interlocking directorships (Panel A) as well as the three GIM-based indices (Panel C). These results are not only statistically significant, but are also economically relevant. A 10% increase in Proximity reduces the probability of having multiple and interlocking directorships by 7% and 6%, respectively. It also lowers the probability of a relative sitting on the board and the firm having bad overall governance (as per Governance Dummy) by 2.5% and 2%, respectively. The same increase in Proximity also raises the probability of having more independent directors by 3% and the probability of having a non-executive Chairman by 3.3%. A 10% increase in Proximity also increases the voting power of independent directors by 2% and unaffiliated institutional holdings by 3%. Analogously, a 10% increase in Loan-to-Asset Ratio reduces the probability of having multiple and interlocking directorships by 4% and 3%, respectively. It also reduces the probability of a relative sitting on the board and the firm having bad overall governance (as per Governance Dummy) by 2% and 2%, respectively. The same increase in Loan-to-Asset Ratio also raises the probability of having more independent directors by 12% and the probability of having a non-executive Chairman by nearly 2%. A 10% increase in Loan-to-Asset Ratio also raises the voting power of independent directors by 2% and the unaffiliated institutional holdings by 4%. 8 In unreported tests, we also use change-in-governance, measured by Gi,[t+1,t+n] – Gi,[t-n,t-1] , as the dependent variable in order to rule out reverse causality, and we find qualitatively similar results. 23 Although we do not hypothesize any relationship between governance and equity exposure, we still find that equity exposure has a positive impact on some of our proxies for governance. A potential explanation is that a bigger equity exposure may provide the affiliated institutions with more “power of persuasion” on the borrowing firm. This can happen either by the direct representation of lender-affiliated institutions on the borrowing firm’s board or by the mere threat of voting with their feet (e.g., Kahn and Winton (1998)). Alternatively, it is possible that the lender-affiliated institutions might use their voting power to vote against the board of directors on corporate governance matters.9 Overall these findings provide substantial evidence that a strong borrower-lender relationship improves the governance of the firm.10 They support our working hypothesis (H2), showing a strong bank-firm relationship improves the firm’s governance and suggest that we have identified a separate dimension of governance: one based on the role of lending institutions. It is important to note that these results hold even after adjusting for selection bias and controlling for reverse causality. 6.2 Robustness check One alterative measure of corporate governance that is often used is the degree of alignment of managers’ incentives with those of the shareholders. Therefore, we conduct a robustness check based on how the lending relationship affects the sensitivity-to-performance of the CEO’s compensation. We define CEO’s Compensation as ln(1 + Total Compensation), where Total Compensation is the CEO’s total compensation for the given year, as given in Compustat’s ExecuComp. We estimate: Ci , t = β 0 + β1 BLR i , t + β 2 (BLR i , t × Ri , t −1 ) + β 3 Ri , t −1 + β 4 X i , t −1 + β 5Ci , t −1 + σLambda i , t + ε i , t , where Ci,t is CEO’s Compensation, as defined above. (10) Here, again we adopt a Heckman specification with instrumented loan characteristics. However, given that we measure the change in sensitivity-to-performance over time with the coefficient β2 in equation (10), we use a panel specification (as opposed to the cross-section of loan-deals that we have been using so far). This 9 We thank the referee for suggesting this alternative. Also, in unreported tests, we also find that a standard deviation increase in proximity (loan’s significance) leads to a 0.3 (0.8) standard deviations increase in sales-growth, 0.1 (0.2) standard deviations increase in return-on-equity, and a 0.4 (0.6) standard deviations decrease in expenditures on mergers and acquisitions that have a negative return over the subsequent 12 months. These further confirm the benefits that accrue to the borrower from the bank’s monitoring role. 10 24 implies that all the right-hand side control variables are measured in year t-1 as opposed to being averaged over [t-n, t-1] years. We measure stock-market performance (Ri,t-1) as the firm’s stock return in excess of the industry’s return, calculated in year t-1. Ci,t-1 refers to the one-year lagged level of CEO compensation. The other variables as well as the econometric specification are the same as in equation (9). We also control for the firms’ excess returns in years t-1 and t-2 as well as industry’s returns in years t-1 and t-2. We also control for Stock Return Volatility, which is the standard deviation of daily stock returns (from CRSP-Daily database) calculated over the fiscal year t-1. Year- and 48 industry-dummies (Fama and French (1997)) are included as well. Our hypothesis (H2) posits that firms characterized by a stronger lending relationship should have managerial compensation tied more closely to firm performance. So, we expect β2 > 0 for Proximity and Loan-to-Asset Ratio. We do not expect Equity Exposure to affect governance. The results, reported in Table 6, show a significantly positive relation between the bank’s influence (Proximity or Loan-to-Asset Ratio) and sensitivity-to-performance of CEO’s Compensation. A standard deviation increase in Proximity raises the sensitivity of CEO Compensation to performance by 89% and a standard deviation increase in Loan-to-Asset Ratio makes the sensitivity of CEO’s Compensation to performance significant (from being statistically insignificant). This suggests that the benefits of bank monitoring also permeate out to the equityholders in other ways. These results confirm those reported earlier and underline the link suggested between the lending relationship and the quality of governance. We now study the net impact of stronger lending relationships on the firm’s value. 7. Strength of the Borrower-Lender Relationship and Firm’s Value Estimating the effect of the borrower-lender relationship on the firm’s value is equivalent to studying the value implication of the governance/liquidity tradeoff illustrated above. We therefore relate two measures of firm value – Tobin’s Q and profitability – to our proxies of the borrower-lender relationship, and estimate: Vi ,[ t + 1, t + n ] = β 0 + β 1 BLR i , t + β 2 X i ,[ t − n , t −1] + β 3Vi ,[ t − n , t −1] + σ Lambda i ,t + ε i ,[ t + 1, t + n ] , (11) where Vi,[t+1,t+n] is alternatively Tobin’s Q and Industry-Adjusted ROA. Tobin’s Q is calculated as (item6 + item25 x item199 – item60 – item74)/(item6)), averaged over [t+1, t+n] years, while all the other variables are same as defined in the previous Section. We also control for the pre- 25 loan Tobin’s Q of the borrowing firm, averaged over [t-n, t-1] years.11 The alternative dependent variable, Industry-Adjusted ROA, is defined as ROAi,[t+1,t+n] – IndustryROA[t+1,t+n]. ROAi,[t+1,t+n] is income before extraordinary items (item 18) as a percentage of lagged assets (item 6), averaged over years [t+1, t+n], and IndustryROA[t+1,t+n] is the median ROA across all the other firms in the same industry as the borrower. We also control for the pre-loan industry-adjusted ROA, which is constructed the same way, except being averaged over [t-n, t-1] years. The control variables and instrumental variables as well as the econometric specification are the same as in equation (9) above, i.e., we revert to the loan-deal based cross-sectional specification. As in the previous specification, we first look at the separate impact of the three loancharacteristics on the firm’s value and subsequently employ a pair of loan-characteristics. The pair of loan-characteristics consists of one that affects governance (either Proximity or Loan-toAsset Ratio) and the one that affects the information asymmetry (i.e., Equity Exposure). The specification with the pair of loan-characteristics is especially relevant in this case as it shows the net result of the conflicting effects that Proximity (or Loan-to-Asset Ratio) and Equity Exposure have on the firm’s value. The results are reported in Table 7. Columns (1)-(5) report the results for Tobin’s Q, while Columns (6)-(10) report the results for Industry-Adjusted ROA. We find a positive relation between Proximity (or Loan-to-Asset Ratio) and firm value, as measured by Tobin’s Q and Industry-Adjusted ROA. Cross-sectionally, a standard deviation increase in Proximity (Loan-toAsset Ratio) raises Tobin’s Q by 0.3 (0.6) standard deviations. Similarly, a standard deviation increase in the Proximity (Loan-to-Asset Ratio) raises Industry-Adjusted ROA by nearly 2 (more than 1) standard deviations. Interestingly, we also find a negative impact of the bank’s insider potential on Tobin’s Q and Industry-Adjusted ROA. Again, the impact is not only statistically significant but economically relevant, too. Cross-sectionally, a standard deviation increase in Equity Exposure reduces Tobin’s Q (Industry-Adjusted ROA) by 0.4 (nearly 2) standard deviations. The coefficients of the control variables are in line with previous studies (Gompers, Ishii, and Metrick (2003)). Although few control variables are statistically significant, we find that firms with greater analyst-coverage and, not surprisingly, firms with high pre-loan Tobin’s Q (market-to-book ratio) display a higher Tobin’s Q (ROA) after the loan. 11 Unreported results show that including the average pre-loan Tobin’s Q of other firms in the corresponding industry as an additional control doesn’t affect our results. 26 Overall, these results reflect the governance/liquidity trade-off that we have described above. That is, the positive impact of governance due to the closeness of the lender or the loan’s significance to the borrower appears to enhance the firm-value. The adverse effect of the lender’s insider potential is reflected in the negative impact on firm-value. As an additional test, we calculate the abnormal returns from trading strategies based on the various characteristics of the borrower-lender relationship. We use two methodologies: returns across time and securities (RATS) and the calendar-time portfolio regressions (CTPR). The RATS methodology (Ibbotson (1975)) is based on the monthly average abnormal returns in event time. One cross-sectional regression is run for each event month j (j=0 is the month in which the firm enters the loan), with j varying from 1 to 12: (R i ,t − R f ,t ) = a j + b j (Rm ,t − R f ,t ) + c j SMBt + d j HMLt + g jUMDt + ε i ,t , (12) where Ri,t is the monthly return on security i in calendar month t. Rf,t and Rm,t are the risk-free rate and the return on the equally-weighted CRSP index, respectively. SMBt, HMLt, and UMDt, are the monthly returns on the size, book-to-market and momentum portfolios in month t, respectively. We report the sums of the intercepts of cross-sectional regressions aj over the relevant event-time periods. The alternative methodology is based on portfolios formed according to the intensity of lending relationship. We construct equally-weighted portfolios consisting of firms whose loancharacteristic (Proximity to Bank-Branch, or Loan-to-Asset Ratio, or Equity Exposure) is above median in a given month (Hi) and portfolios of those firms whose loan-characteristic is either equal to or below median in that month (Lo). Hi – Lo represents a trading strategy going long in the Hi portfolio and going short in the Lo portfolio. That is, each month we look backward and add stocks (that have borrowed) to one of the two portfolios for each loan-characteristic; we keep these stocks in the portfolios for a certain number of months. We consider horizons of 1, 3, 6 and 12 months. Then, we calculate the abnormal returns for these portfolios and their differences using a four factor- model. We report the results in Table 7, Panels B and C. Panel B presents the returns using the Ibbotson’s (1975) RATS estimation. The returns in this panel are returns over the indicated holding period. The numbers in brackets at the head of each column represent months after the loan, over which these stocks are held. E.g., [1, 6] would represent the 6-month period immediately after the month in which the loan started. Panel C presents returns using the portfolio strategy in calendar-time. The returns in this panel are returns per month over the 27 indicated period (i.e., the returns under [1, 6] are monthly returns for a period of 6 months immediately after the month in which the loan started.) The results are broadly consistent with the ones based on Tobin’s Q and show a significantly negative relationship between stock returns and Equity Exposure. After the inception of the loan, the stock prices of firms borrowing from potential insiders drop and the returns are negative. The reduction in value is not only statistically significant but also economically relevant – it is more than 40 b.p. per month over 12 months using the calendar-time portfolio strategy and more than 4% over 12 months using RATS. There seems to be some evidence of an overall negative effect of the bank-firm relationship on firm value.12 One contradictory finding is the fact that the portfolio with smaller (Lo) Proximity yields a positive return and that with greater (Hi) Proximity yields a negative return. While this result is inconsistent with our working hypothesis, and with the findings on Tobin Q, it can be explained by the fact that the portfolio analysis is only univariate and cannot control for different competing effects. Indeed, here proximity may just be proxying for some liquidity effect. This is controlled for in the multivariate analyses and hence, does not conflict with our earlier findings. 8. Conclusion We document the trade-off facing a firm that borrows from a bank. We show that a stronger bank-firm relationship has a favorable effect on the firm’s corporate governance and an adverse effect on its stock liquidity and information asymmetry in the equity market. We argue that with the privileged information obtained from lending, monitoring by the bank improves the firm’s corporate governance. Simultaneously, however, the ability of the bank to use this inside information in the equity market increases adverse selection for other market participants. This translates into lower stock market liquidity and greater information asymmetry for the borrowing firm. We consider three facets of the borrower-lender relationship: proximity of the lender to the borrower, significance of this loan to the borrower, and the insider potential of the lending bank. To explain why there is greater adverse selection, we document a strongly positive relation 12 We know that a one standard deviation increase in proximity raises Q by 0.3 standard deviations, while a one standard deviation increase in equity exposure lowers Q by 0.4 standard deviations. The net negative effect seems be provided by the robust negative relation between stock returns and equity exposure, in the lack of significance of proximity and loan size. 28 between the bank’s insider potential and the lender-affiliated institutions’ relative trading in the borrower’s stock after the loan has been granted. Then, we provide evidence of the impact this insider position has in the equity market. We show that a stronger borrower-lender relationship, as measured along any of the three dimensions, increases stock illiquidity and information asymmetry in the stock market, and lowers the trading volume. On the other side of this tradeoff, a stronger relationship with the lender improves the borrower’s governance. The net effect is reflected in the firm’s value – greater proximity and loan-significance increase it while a greater inside potential of the bank lowers it. Our findings have important normative implications. Indeed, since the final repeal of the Glass-Steagall Act in 1998, the ability of banks to directly trade on the basis of information acquired during the course of their lending activity has increased tremendously. This can further compound the liquidity effects of bank lending. 29 Appendix The main explanatory variables – Proximity, Loan-to-Asset Ratio, and Equity Exposure – are, at least to some extent, endogenously determined by the firm. They are affected by the characteristics of the firm and its external constraints as well as by some of our dependent variables – information asymmetry. More opaque firms are more likely to borrow from closer banks (Sufi (2005)). While we can control for many firm-specific characteristics, a residual unwarranted correlation between the omitted variables and the errors may bias our estimates. To address this issue, we follow a two-pronged approach. First, we concentrate on a variable – equity exposure – that is less subject to endogeneity. Second, we adopt an instrumental-variables approach, similar to the one of Berger et al. (2005), to deal with endogeneity of the remaining loan-characteristics. The significance of equity exposure provides evidence for our results even in the presence of endogeneity for the other variables. Equity exposure represents the overall holdings of the financial conglomerate in the borrowing firm before the loan is granted. It is less endogenous since it is unlikely that firms will borrow from a bank because of that bank’s overall holdings in the firm’s equity. Moreover, if investment in the firm’s equity is influenced by lower asset transparency, we would expect a positive spurious correlation between stock liquidity and the bank’s equity holdings (Falkenstein (1996)) as opposed to the negative one that we hypothesize. To address the endogeneity of all the loan-characteristics, we need instrumental variables that are correlated with proximity, loan-to-asset ratio, and equity exposure, but orthogonal to other omitted characteristics. That is, the instruments should be uncorrelated with the dependent variable through any channel other than their effect via the endogenous explanatory variables. We consider several sets of instruments. The first set is firm-specific and includes: the number of different segments that the borrower has, the product between the borrower’s size and 13 a financial-centre dummy (Metropolis) , and the product between the borrower’s age and the Metropolis dummy. The number of segments captures the different borrowing opportunities available to a firm that operates in many segments, presumably with many subsidiaries. If, as per standard practice, the assets of the subsidiary are pledged against the loan, the firm’s borrowing 30 ability will be related to the number of its subsidiaries/segments. Next, the age of the firm is related to the stage of the “financing cycle” of the firm. Young firms are more likely to rely on bank-lending, while older firms are more likely to access the bond market (Diamond (1989)). Finally, if dependence on the local banking market varies with the size and age of the firm, then being located in a financial centre (which would presumably have more deposit-taking and lending activity) should affect a big (old) firm’s dependence in a way different from the way it affects a small (young) firm’s dependence. We therefore use as instruments the product between borrower’s size (age) and the Metropolis dummy. This is similar in spirit to Chen et al. (2005). While location in a big city, size and age of the firm may directly affect the liquidity/governance of the firm, their interactions should not be directly related to liquidity/governance through a channel different from their influence on the loan-characteristics. The second set of instruments is the “unconditional expected value” of the instrumented variables. Proximity from the nearest large branch of any bank is defined as –ln(1 + BorrowerBranch Distance), where the Borrower-Branch Distance is the distance between the borrower and the nearest “large” branch of any bank (whether lending to the firm or not). A “large” branch is one with deposit size greater than that year’s median deposit size across all branches in the country. The other two instruments are the Industry-average of Loan-to-Asset Ratio and Industryaverage of Equity Exposure, which are respectively defined as the average of Loan-to-Asset Ratio and Equity Exposure of peer firms in the same industry that also initiate a loan in the same year as this loan-deal. A third set of instruments is related to the firm’s product market. We define some industryspecific variables proxying for the industrial structure of the product market. We rely on the literature linking leverage and borrowing choice to product market competition (e.g., Kovenock and Phillips (1995)). If there is a direct relationship between the financial structure of different firms operating in the same industry, we can use industry-level averages of firm-characteristics to explain the firm’s borrowing needs. Therefore, we use as instruments: Size of Other Firms in Borrower’s Industry, Leverage of Other Firms in Borrower’s Industry, Cash of Other Firms in Borrower’s Industry, Capital Expenditure of Other Firms in Borrower’s Industry, ROA of Other Firms in Borrower’s Industry, Market-to-Book of Other Firms in Borrower’s Industry, Institutional Holdings of Other Firms in Borrower’s Industry, Analysts of Other Firms in 13 This is a dummy variable that equals 1 if the firm is headquartered in one of the six largest metropolises in the U.S. (Boston, Chicago, Los Angeles, New York, Philadelphia, and San Francisco), and 0 otherwise. It tells whether the borrower has easy access to other sources of capital. 31 Borrower’s Industry, Age of Other Firms in Borrower’s Industry. These variables are the yearly averages of the corresponding firm characteristic (defined in the paper) for all the firms belonging to the borrower’s industry, and are measured before the loan-deal (that is under consideration) is initiated. A fourth set of instruments consists of the characteristics of the local commercial-bank market. These instruments proxy for the availability and/or relative cost of other sources of capital available to the firms. For example, firms located in areas with few banks are more likely to have a closer relationship with few banks simply because bank competition may not be severe. At the same time, bigger banks are more likely to be part of a conglomerate, and therefore, likely to hold a bigger stake in the borrowing firm. However, this larger equity exposure will be related to where the firm is located as opposed to its characteristics, such as informational transparency vs. opaqueness. This suggests that the banking-market characteristics provide instruments for the loan-characteristics that are orthogonal to the residuals. The impact of the local banking market is stronger for smaller/younger firms, and decreases as the firm grows bigger/older, and is able to access alternative capital markets more easily. Therefore, this set of instruments complements the previously-defined instruments based on the interactions between the size/age of the borrower and the Metropolis dummy. We borrow from Berger et al. (2005) and use the following proxies to characterize the local banking market: Concentration of the Banking Market, Median Distance from HQs of all Banks, and Median Size of all Banks. All these variables are measured in the year before the inception of the loan. We measure concentration of the commercial-bank market by calculating a Herfindahl Index (ranging between 0–1) based on the bank-deposits of all the branches located in the same county as the firm. 14 As an alternative robustness check, we use a Herfindahl Index based simply on the number of branches in the county; the results, left unreported, are consistent with those reported in the paper. The concentration of the banking market should reduce total bank-borrowing as well as make access to other sources of capital easier (Boot and Thakor (2000)). Next, the geographical composition of lending market in the firm’s county of location is proxied by the median distance (inversely weighted by the number of branches) between the borrower and the headquarters of all bank-braches present in the same county as the borrower. Finally, we define the median size of the lending-market as the median 13 We use deposits data from FDIC’s Summary of Deposits database for calculating the Herfindahl Index because these are the most comprehensive data available for branch-level details. Location of banks is not refined beyond countylevel because historical Compustat data on location of borrowing firms is available to us only at the county-level. 32 size of all bank-branches (weighted by the number of branches) in the borrower’s county of location. We also include among the instruments a regulatory dummy that measures how permissive the state in which the firm is located has been with respect to inter-state bank-branching. Similar to Berger et al. (2005), we define it as the fraction of years in our sample-period for which the borrowing firm’s state was neither a unit-banking state nor limited-branching state. The idea is that if a firm is located in a state where regulation has not constrained bank-branching, then the firm is more likely to have a “large” branch located closer to it. In Table 2, Panel B, we report the results for the regressions of the loan-characteristics on the above instrumental variables. Proximity is positively related to the unconditional proximity of the firm to any bank’s branch, to the concentration of the banking market, and to its median size. Also, the incentive to borrow from a close bank increases with size for a firm located in big financial centers – presumably due to the higher bargaining power that comes with size – and decreases with the number of its segments – as the ability to borrow through subsidiaries reduces the incentive to go to branches closer to the firm’ s headquarters. Proximity is also affected by the characteristics of the firm’s industry (average profitability and number of analysts), and strongly positively related to the local banking market having been deregulated. The loan-to-asset ratio is positively related to its own unconditional average as well as to characteristics of the firm’s industry (market-to-book and size). It is negatively related to the number of segments the firm operates in. This suggests that multiple-segment conglomerates are better able to resort to other capital markets. This intuition is confirmed by the fact that the size of the loan taken by a firm located in big financial centers decreases with the firm’s size and age – presumably due to its ability to resort to the bond market, for instance. Finally, equity exposure is positively related to its own unconditional average as well as to the number of segments the firm operates in. The incentive for a firm located in a large financial centre to borrow from a bank with a stake in its equity increases with the firm’s size and age – presumably due to the higher bargaining power of the firm. It is also affected by characteristics of the firm’s industry (such as, capital expenditure, market-to-book, institutional holdings, and leverage) and of the local banking market (concentration and distance). With regards to the validity of our instruments, the least-squares regression of Proximity (Loan-to-Asset Ratio and Equity Exposure) on the instruments and the exogenous variables reports an F-test statistic of 36.47 (9.76 and 27.10) with p-value <0.0001 (p-value <0.0001 and p- 33 value <0.0001). The Hansen’s J-test of over-identification in the “second-stage regressions” (reported in the paper) provides evidence of the lack of residual correlation of the instruments with the “second-stage” residuals. In sum, for all the specifications, the instruments are statistically correlated with the potentially endogenous variables of interest and do not seem to affect the dependent variables through a channel other than their effect via the endogenous loancharacteristics. 34 References Allen, Franklin, and Douglas Gale, 2000, Comparing Financial Systems, MIT Press: Cambridge, MA. Amihud, Yakov, 2002, Illiquidity and stock returns: cross-section and time-series effects, Journal of Financial Markets, 5, 31-56. Amihud, Yakov, and Haim Mendelson, 1986, Asset pricing and the bid-ask spread, Journal of Financial Economics, 17, 223-249. Amihud, Yakov, Haim Mendelson, and Beni Lauterbach, 1997, Market Microstructure and Securities Values: Evidence from the Tel Aviv Stock Exchange, 45 (3), 365-390. Berger, Allen N., Nathan Miller, Mitchell Petersen, Raghuram Rajan, and Jeremy Stein, 2005, Does Function Follow Organizational Form? Evidence from the lending practices of large and small banks, Journal of Financial Economics, 76 (2), 237-269. Berger, Allen N., and Gregory F. Udell, 1995, Relationship lending and lines of credit in small firm finance, Journal of Business, 68, 351–382. Berkman, Henk, and Venkat R. Eleswarapu, 1998, Short-term Traders and Liquidity: A test using Bombay Stock Exchange data, Journal of Financial Economics, 47 (3), 339-355. Berle, Adolph, and Gardiner Means, 1932, The modern corporation and private property. New York. Bharath, Sreedhar, Paolo Pasquariello, and Guojun Wu, 2005, Does Information Asymmetry Drive Capital Structure Decisions?, working paper. Bhide, Amar, 1993, The hidden costs of stock market liquidity, Journal of Financial Economics, 34,31-51. Bolton, Patrick, and David Scharfstein, 1996, Optimal Debt Structure and the Number of Creditors, Journal of Political Economy, 104 (1), 1-25. Boot, Arnoud, 2000, Relationship Banking: What do we know?, Journal of Financial Intermediation, 7-25. Boot, Arnoud, and Anjan Thakor, 2000, Can Relationship Banking Survive Competition?, Journal of Finance, 55 (2), 679-714. Brennan, Michael J., Tarun Chordia, and Avanidhar Subrahmanyam, 1998, Alternative factor specifications, security characteristics, and the cross-section of expected stock returns, Journal of Financial Economics, 49, 345-373. Chen, Joe, Hong, Harrison, and Jeffrey, D. Kubik, 2005, Outsourcing mutual fund management: firm boundaries, incentives and performance, working paper. Clarke, Jonathan, and Kuldeep Shastri, 2001, On Information Asymmetry Metrics, working paper. Coffee, John C., 1991, Liquidity versus control: the institutional investor as corporate monitor, Columbia Law Review, 91, 1277-1368. Cooper, S. Kerry, John C. Groth, and William E. Avera, 1985, Liquidity, Exchange Listing and Common Stock Performance, Journal of Economics and Business, 37 (1), 35-47. Core, John E., Robert W. Holthausen, and David F. Larcker, 1999, Corporate Governance, Chief Executive Officer Compensation, and Firm Performance, Journal of Financial Economics, 51, 371-406. Coval, Joshua D. and Tobias Moskowitz, 1999, Home bias at home: Local equity preference in domestic portfolios, Journal of Finance, 54, 2045-2073. Coval, Joshua D. and Tobias Moskowitz, 2001, The geography of investment: Informed trading and asset prices, Journal of Political Economy, 109, 811-841. Davis, Gerald F., 1996, The Significance of Board Interlocks for Corporate Governance, Corporate Governance: An International Review, 4 (3), 154-159. 35 Diamond, Douglas, 1984, Financial Intermediation and Delegated Monitoring, Review of Economic Studies, 51, 393-414. Diamond, Douglas, 1989, Reputation Acquisition in Debt Markets, Journal of Political Economy, 97 (4), 828862. Easley, David, and Maureen O’Hara, 1987, “Price, trade size, and information in securities markets”, Journal of Financial Economics, 19, 69-90. Easley, David, Nicholas Kiefer, Maureen O’Hara, and Joseph Paperman, 1996, Liquidity, Information, and Infrequently Traded Stocks, Journal of Finance, 51 (4), 1405-1436. Easley, David, and Maureen O’Hara, 1992, “Time and the Process of Security Price Adjustment”, Journal of Finance, 47, 577-605. Easley, David, and Maureen O’Hara, 2004, “Information and the Cost of Capital”, Journal of Finance, 59, 1553-1583. Ellis, Katrina, Roni Michaely, and Maureen O’Hara, 2000, When the Underwriter is the Market Maker: An Examination of Trading in the IPO Aftermarket, Journal of Finance, 55 (3), 1039-1074. Falkenstein, Eric G., 1996, Preferences for stock characteristics as revealed by mutual funds portfolio holdings, Journal of Finance, 51, 111-135. Fich, Eliezer M., and Anil Shivdasani, 2006, Are Busy Boards Effective Monitors?, Journal of Finance, 61 (2), 689-724. Financial Times, 2003, Banks could adopt derivatives code: Investors fear that knowledge of lending plans would give banks an unfair advantage, May 30, 45. Foster, F. Douglas, and S. Viswanathan, 1990, A Theory of Interday Variations in Volumes, Variances, and Trading Costs in Securities Markets, Review of Financial Studies, 3 (4), 593-624. Garmaise, Mark and Tobias Moskowitz, 2004, Confronting Information Asymmetries: Evidence from Real Estate Markets, Review of Financial Studies, 17 (2), 405-437. Gompers, Paul, Joy Ishii, and Andrew Metrick, 2003, Corporate governance and equity prices, Quarterly Journal of Economics, 118, 107-155. Grinblatt, Mark, and Matti Keloharju, 2001, How Distance, Language, and Culture Influence Stockholdings and Trades, Journal of Finance, 56 (3), 1053-1073. Hasbrouck, Joel, 2005, Trading Costs and Returns for US Equities: Estimating Effective Costs from Daily Data, working paper. Hauswald, Robert, and Robert Marquez, 2006, Competition and Strategic Information Acquisition in Credit Markets, Review of Financial Studies, 19 (3), 967-1000. Hermalin, Benjamin E., and Michael S. Weisbach, 1998, Endogenously Chosen Boards of Directors and Their Monitoring of the CEO, American Economic Review, 88 (1), 96-118. Holmstrom, Bengt and Jean Tirole, 1997, Financial Intermediation, Loanable Funds, and the Real Sector, Quarterly Journal of Economics, 112 (3), 663-691. International Herald Tribune, 2007, Barclays is accused of insider trading, April 27, 11. James, Christopher, 1987, Some Evidence on The Uniqueness of Bank Loans, Journal of Financial Economics, 19 (2), 217-236. Jensen, Michael, 1986, Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers, American Economic Review, 76 (2), 323-329. Kahn, Charles, and Andrew Winton, 1998, Ownership Structure, Speculation, and Shareholder Intervention, Journal of Finance, 53 (1), 99-129. 36 Klock, Mark S., Sattar A. Mansi, and William F. Maxwell, 2005, Does Corporate Governance Matter to Bondholders?, Journal of Financial and Quantitative Analysis, 40 (4), 693-719. Kovenock, Dan and Gordon Phillips, 1995, Capital Structure and Product Market Rivalry: How do We Reconcile the Theory and the Evidence?, American Economic Review, 85, 403-408. Kyle, Albert S., 1985, Continuous Trading and Insider Trading, Econometrica, 53 (6), 1315-1336. Levine, Ross, 2002, Bank-based or Market-based Financial Systems: Which is better?, Journal of Financial Intermediation, vol. 11(4), 398-428. Llorente, Guillermo, Roni Michaely, Gideon Saar, and Jiang Wang, 2002, Dynamic Volume-Return Relation of Individual Stocks, Review of Financial Studies, 15 (4), 1005-1047. Lummer, Scott L., and John J. McConnell, 1989, Further Evidence on the Bank Lending Process and the Capital Market Response to Bank Loan Agreements, Journal of Financial Economics, 25, 99-102. Malloy, Christopher J., 2003, The geography of equity analysis, mimeo. Massa, Massimo and Zahid Rehman, 2005, Information flows within financial conglomerates: evidence from the banks-mutual funds relationship, forthcoming Journal of Financial Economics. Mayer, Colin, 1988, New Issues in Corporate Finance, European Economic Review, 32, 1167-1183. Petersen, Mitchell and Raghuram G. Rajan, 1994, The Benefits of Lending Relationships: Evidence from Small Business Data, Journal of Finance, 49 (1), 3-37. Petersen, Mitchell and Raghuram G. Rajan, 1995, The Effect of Credit Market Competition on Firm-Creditor Relationships,, Quarterly Journal of Economics, 110, 407-443. Puri, Manju, 1996, Commercial Banks in Investment Banking: Conflict of Interest or Certification Role?, Journal of Financial Economics, 373-401. Ritter, Jay, and Donghang Zhang, 2005, Affiliated Mutual Funds and the Allocation of Initial Public Offerings, Journal of Financial Economics, forthcoming. Schenone, Carola, 2004, The Effect of Banking Relationships on the Firm’s IPO Underpricing, Journal of Finance, 59 (6), 2903-2958. Santos, Joao, and Kristin E. Wilson, 2005, Does bank’s corporate control benefit firms? Evidence from US banks’ control over firms’ voting rights, mimeo. Santos, Joao and A. Rumble, 2005, The American Keiretsu and Universal Banks: Investing, Voting and Sitting on Nonfinancials Corporate Boards, forthcoming Journal of Financial Economics. Sharpe, Steven, 1990, Asymmetric Information, Bank Lending, and Implicit Contracts: A Stylized Model of Customer Relationships, Journal of Finance, 45 (4), 1069-1087. Seyhun, H. Nejat, 2007, Insider Trading and Effectiveness of Chinese Walls in Securities Firms, forthcoming Journal of Law, Economics, and Policy. Slovin, Myron B., Marie E. Suhka, and Carl D. Hudson, 1988, Corporate Commercial Paper, Note Issuance Facilities, and Shareholder Wealth, Journal of International Money and Finance, 7, 289-302. Slovin, Myron B., Shane A. Johnson, and John L. Glascock, 1992, Firm Size and the Information Content of Bank Loan Announcements, Journal of Banking and Finance, 16 (6), 1057-1071. Sufi, Amir, 2005, Information Asymmetry and Financing Arrangements: Evidence from Syndicated Loans, Journal of Finance, forthcoming. Wooldridge, Jeffrey M., 2001, Econometric Analysis of Cross-Section and Panel Data, The MIT Press. 37 Table 1, Panel A: Summary Statistics for the Overall Sample Panel A of Table 1 presents the summary statistics for the main variables used in our analyses of the loan-taking decision; this is the “overall sample” (as opposed to only the loan-taking sample used further on). The data in Panel A are based on a panel of all those firms for which the headquarters’ historical location is known. The dependent variable in this “overall sample” is a dummy variable, Loan-taking Decision, that equals 1 for those firm-years in this panel data when a loan is initiated; the variable is zero for the complementary firm-years. The firmyears where Loan-taking Decision is equal to 1 are derived from the Loan Pricing Corporation’s DealScan database. The instrumental variables in this “overall sample” are: a dummy variable for whether the firm already has an active loan in the given year; an interaction of the firm’s age and a Metropolis dummy; Metropolis dummy takes a value of 1 if the firm is located in one of six largest metropolises in the US (Boston, Chicago, Los Angeles, New York, Philadelphia, and San Francisco); an interaction of firm’s size and the Metropolis dummy; the number of segments that the firm has; concentration of the firm’s local banking market, as measured using the lagged Herfindahl Index of the bank-deposits at all branches present in the same county as the firm; median distance (inversely weighted by the number of branches) from headquarters of all banks present in the same county as the firm; median size (weighted by the number of branches) of all banks present in the same county as the firm; the regulatory environment in the firm’s home state, as measured by the fraction of years in our sample for which interstate-branching was deregulated in the state. The firm-specific control variables in this “overall sample” are lagged by one year and include the following: Size is the logarithm of book value of assets (item 6); Size-squared is the square of Size; Leverage is long-term debt (item 9) standardized by assets; Cash is total cash (item 1) standardized by lagged assets; Capital Expenditure is capital expenditures (item 128) standardized by lagged assets; ROA (return on assets) is income before extraordinary items (item 18) as a percentage of lagged assets; Market-to-Book is the ratio of market equity (item 25 x item 199) to book equity (item 60); Kaplan-Zingales Index is constructed following the methodology of Baker, Stein, and Wurgler (2003); Institutional Holdings is the fraction of firm’s shares held by institutional investors; Analysts is the number of analysts following the firm’s stock; Firm’s Relative Age is the firm’s age standardized by the age of all other firms in the same industry, and firm’s age is the number of years since the firm first appeared in CRSPDaily database (Denis, Denis, and Sarin (1997)); NYSE is a dummy variable that takes a value 1 if the firm is listed on the New York Stock Exchange, and zero otherwise; Ratings Dummy is a dummy variable that equals 1 if the firm has a credit-rating, and equals zero otherwise. DEPENDENT VARIABLE Units 0/1 Loan-taking Decision N 56243 Mean 0.211 Median 0.000 Std. Dev. 0.408 INDEPENDENT VARIABLES Instrumental Variables Firm has another loan outstanding (Firm's Age) x (Metropolis) Metropolis (Firm's Size) x (Metropolis) Number of segements Concentration of the Banking Market Median Distance from HQs of all Banks in the Region Median Size of all Banks in the Region Interstate-branching Deregulation Firm Characteristics Size Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Kaplan-Zingales Index Other Control Variables Institutional Holdings Analysts Firm's Relative Age NYSE Ratings Dummy Units N Mean Median Std. Dev. 0/1 56243 56243 56243 56243 56243 56243 56243 56243 56243 0.363 1.911 0.124 0.691 3.757 1398 25.463 1385 0.854 0.000 0.000 0.000 0.000 3.000 1213 4.889 945 1.000 0.481 8.088 0.330 2.030 2.129 717 67.467 1475 0.184 52978 52978 52863 48590 47801 48538 52501 48430 5.061 30.184 0.157 0.235 0.079 -3.415 4.392 0.318 4.871 23.726 0.094 0.086 0.045 3.161 2.028 0.425 2.138 24.460 0.176 0.554 0.183 42.955 53.422 3.533 56243 56243 56243 55558 56243 0.231 4.008 1.016 0.293 0.237 0.171 1.700 0.677 0.000 0.000 0.231 6.051 1.086 0.455 0.425 0/1 miles MM$ fraction logarithm fraction fraction fraction % fraction fraction fraction 0/1 0/1 38 Table 1, Panel B: Definitions and Summary Statistics of variables used in the Loan-taking Sample Panel B of Table 1 presents the summary statistics for the main variables used in our analyses of the impact of lending relationship on the firm’s information asymmetry and corporate governance. The data for these analyses are based on the cross-section of loan-taking firms (except when we look at CEO-specific variables, where we use a panel data of CEOs in order to calculate the sensitivity-to-performance over time.) The dependent variables in this “loan-taking sample” are the following. Lenders’ Relative Trading is defined as ln(1 + Lenders’ Trading/ Institutional Trading), where Lenders’ Trading and Institutional Trading are averaged over [t+1,t+n] years. Illiquidity is defined as ln(1 + AvgILLIQ[t+1,t+n]), where AvgILLIQ[t+1,t+n] is the average of AvgILLIQ over [t+1,t+n] years (n being the tenor of the loan), AvgILLIQ is the yearly average (multiplied by 107) of ILLIQ (Amihud, 2002), and ILLIQ is (1/Daysj,t)∑d[|Rj,t,d|/DVolj,t,d]. Daysj,t is the number of valid observation days for stock j in the month t; the summation is over d=1 through Daysj,t; Rj,t,d is the return and DVolj,t,d the dollar volume of stock j on day d of month t. Information Asymmetry is based on the model of Llorente, Michaely, Saar, and Wang (2002) and is represented by the coefficient C2 (averaged over [t+1,t+n] years) from the regression: Ri,t+1 = C0 + C1Ri,t + C2(Vi,t x Ri,t) + εi,t+1, where Vt = log(Turnovert + 0.00000255) – [∑s log(Turnovert+s + 0.00000255)]/200, with s ranging from –200 through –1; and Turnover is the total number of shares traded each day as a fraction of total shares outstanding. Multiple Directorships Dummy equals 1 if the fraction of total directors on the board with multiple directorships is above the sample-median for this fraction, and 0 otherwise. Independent Directors Dummy and Interlocking Directorships Dummy are defined in a similar manner. Voting Power of Independent Directors is the independent directors’ voting power on the equity shares. Non-Executive Chairman is a dummy that equals 1 if the Chairman is not an executive of the firm, and zero otherwise. And finally, Relative-on-Board is a dummy that equals 1 if there’s a relative of the CEO on the board, and zero otherwise. (All the fractions of total directors are averaged over [t+1,t+n] years before constructing the corresponding Dummy variables.) Unaffiliated Institutional Holdings are the equity holdings in the borrower, averaged across all quarters during the years [t+1, t+n], of all those institutional investors that are not affiliated with any of the lending banks. Governance Dummy equals 1 if the Gompers, Ishii, and Metrick index is greater than 9 (when averaged over [t+1,t+n] years), and 0 otherwise. Anti-takeover Dummy equals 1 if a firm has more than 3 of the anti-takeover provisions (identified by Cremers and Nair (2005)) in place (when averaged over [t+1,t+n] years), and 0 otherwise. Complementary Governance Dummy equals 1 if a firm has more than 6 of the provisions unrelated to anti-takeover (when averaged over [t+1,t+n] years), and 0 otherwise. CEO’s Compensation is defined as ln(1 + Total Compensation), where Total Compensation is the CEO’s total compensation for the given year. Tobin’s Q is the firm’s Q, calculated as (item6 + item25 x item199 – item60 – item74)/(item6), averaged over [t+1,t+n] years. Industry-adjusted ROA is (ROA – IndustryROA), where ROA is income before extraordinary items (DATA 18) as a percentage of lagged assets (DATA 6), averaged over years [t+1, t+n]. IndustryROA is the median ROA across all firms in the borrower’s industry group (excluding the borrower itself), and the 48 industries are defined as per Fama and French (1997). The “lagged” values of all dependent variables, used as control variables on the right-hand side, are also defined similarly, except being averaged over years [t-n, t-1]. In all cases, n is the tenor of the loan. The right-hand side variables of interest are as follows. Proximity is –ln(1 + Borrower-Branch Distance), where BorrowerBranch Distance is the distance between the borrower and the nearest “large” branch of any bank within the borrower’s lending syndicate. “Large” branch is taken to be one with deposit size greater than that year’s median deposit size across all bank branches in the country. Loan-to-Asset Ratio is defined as the “drawn amount” (of loan) as a percentage of borrower’s asset size. “Drawn amount” refers to the amount drawn by the borrower as opposed to what might be available as a line of credit, for instance. Also, the borrower’s asset size in this ratio is the average over [t-n,t-1] years of assets (item 6), where n is the tenor of the loan deal. Equity Exposure is the fraction of borrower’s equity held by all institutional investors affiliated with the lending banks, and measured on the last filing date in the fiscal year before the loan is initiated. Size is the logarithm of book value of assets (item 6) averaged over [t-n,t-1] years. Size-squared is simply the square of Size. Leverage is the long-term debt (item 9) to assets ratio averaged over [t-n,t-1] years. Cash is total cash (item 1) to lagged assets ratio averaged over [t-n,t-1] years. Capital Expenditure is capital expenditures (item 128) to lagged assets ratio averaged over [t-n,t-1] years. ROA is income before extraordinary items (item 18) as a percentage of lagged assets, averaged over [t-n,t-1] years. Market-to-Book is market equity (item 25 x item 199) to book equity (item 60) ratio averaged over [t-n,t-1] years. Firm’s Excess Return in year (t-1) is the difference between the firm’s stock return over the year (t-1) and the average stock return over the same period of other firms in the same industry. Institutional Holdings is the institutional investors’ equity stake averaged over all quarters in [t-n,t-1] years. Analysts is the number of analysts following the stock, averaged over [t-n,t-1] years. Product-market concentration is the pre-loan Herfindahl Index of industry sales, where the 48 industries are defined as per Fama and French (1997). Firm’s Relative Age is the firm’s age standardized by the age of other firms in the same industry, and Age is calculated as the number of years since the firm first appeared in CRSP-Daily database (Denis, Denis, and Sarin (1997)). NYSE is a dummy variable that takes a value 1 if the firm is listed on the New York Stock Exchange, and 0 otherwise. Ratings Dummy is a dummy variable that equals 1 if the firm has a credit-rating, and equals 0 otherwise. In all cases, n is the tenor of the loan. 39 DEPENDENT VARIABLES Units N Mean Median Std. Dev. Post-loan Levels of Information Asymmetry Lenders' Relative Trading Illiquidity Information Asymmetry logarithm logarithm logarithm 6521 8206 8553 0.732 0.582 0.007 0.629 0.058 0.012 0.580 1.153 0.124 Post-loan Levels of Corporate Governance Multiple Directorships Dummy Independent Directors Dummy Voting Power of Independent Directors Non-Executive Chairman Relative-on-Board Interlocking Directorships Dummy Unaffiliated Institutional Holdings Governance Dummy Anti-takeover Dummy Complementary Governance Dummy CEO's Compensation Tobin's Q Industry-Adjusted ROA 0/1 0/1 % 0/1 0/1 0/1 fraction 0/1 0/1 0/1 logarithm fraction % 3950 3950 2229 3950 3950 3950 7750 4763 4763 4763 6814 8022 4078 0.611 0.519 6.742 0.088 0.083 0.070 0.318 0.496 0.373 0.502 1.376 1.597 0.274 0.857 1.000 6.539 0.000 0.000 0.000 0.300 0.000 0.000 1.000 1.239 1.286 0.346 0.442 0.500 3.366 0.246 0.251 0.232 0.185 0.500 0.484 0.500 0.777 1.148 7.715 Units N Mean Median Std. Dev. logarithm % % miles 7721 9846 9874 7721 -2.600 4.146 0.722 216.325 -1.720 0.000 0.033 2.865 2.852 15.465 1.525 489.617 logarithm 9874 9874 9874 9874 9874 9874 9874 8102 6.796 50.243 0.226 0.121 0.100 4.508 3.139 3.151 6.605 43.620 0.217 0.051 0.066 4.611 2.156 -4.009 2.014 29.124 0.158 0.209 0.137 10.583 4.062 63.983 9859 9677 9874 9854 9874 9874 0.416 9.398 0.088 1.229 0.650 0.669 0.410 6.515 0.063 0.891 1.000 1.000 0.195 8.050 0.082 1.426 0.477 0.471 INDEPENDENT VARIABLES Loan-characteristics Proximity Loan-to-Asset Ratio Equity Exposure Distance from the nearest “large” branch Firm-characteristics Size Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Excess Return in year (t-1) fraction fraction fraction % fraction % Other Control Variables Institutional Holdings Analysts Product-market concentration Firm's Relative Age NYSE Ratings Dummy fraction fraction 0/1 0/1 40 Table 2, Panel A: The Loan-taking Decision of the Firm In this panel dataset of all Compustat firms, whose headquarters’ historical location is known from 1991 onwards, the dependent variable (Loan-taking Decision) is a dummy variable that equals 1 for those firm-years when a loan is initiated, and 0 in the complementary firmyears. The firm-years where Loan-taking Decision is equal to 1 are derived from the Loan Pricing Corporation’s DealScan database. The independent variables can be divided into three groups: a) instruments, b) firm-specific control variables, and c) industryspecific control variables. The instruments are: a dummy variable for whether the firm already has an active loan in the given year; a Metropolis dummy that takes a value of 1 if the firm is located in one of six largest metropolises in the US (Boston, Chicago, Los Angeles, New York, Philadelphia, and San Francisco) and 0 otherwise; an interaction of the firm’s age and the Metropolis dummy; an interaction of firm’s size and the Metropolis dummy; the number of segments that the firm has; concentration of the firm’s local banking market, as measured using the lagged Herfindahl Index of the bank-deposits at all branches located in the same county as the firm; median distance (inversely weighted by the number of branches) from headquarters of all banks located in the same county as the firm; median size (weighted by the number of branches) of all banks located in the same county as the firm; the regulatory environment in the firm’s home state, as measured by the fraction of years in our sample for which interstate-branching was deregulated in the state. The firm-specific control variables are lagged by one year and include the following: Size, Size-squared, Leverage, Cash, Capital Expenditure, ROA, Market-to-Book, Institutional Holdings, Analysts, Firm’s Relative Age, NYSE, Ratings Dummy, and Kaplan-Zingales Index, which is constructed following the methodology of Baker, Stein, and Wurgler (2003). Remaining definitions can be found in Table 1B above. Industry-specific control variables are also lagged by one year and include the following characteristics averaged across other firms in the same industry: Size, Leverage, Cash, Capital Expenditure, ROA, Market-to-Book, Kaplan-Zingales Index, Institutional Holdings, Analysts, and Age. These industry-specific control variables are only included in columns (4) and (8). Firms are grouped into 48 industries, as defined in Fama and French (1997). Coefficient estimates from a Probit regression for the loan-taking decision are reported in columns (1)–(4) of Table 2. For robustness, the same loan-taking decision is presented using a Logit model in columns (5)–(8) of Table 2. Heckman’s (1979) Lambda (Inverse Mill’s Ratio), included in subsequent “second-stage” regressions, is calculated using the estimates from column (3). Time and industry dummies are included to capture any year- and industry-specific effects that might affect the loan-taking decision of the firms. 41 LOAN-TAKING DECISION Probit Model Logit Model (1) (2) (3) (4) (5) (6) (7) (8) 0.737*** 0.500*** 0.528*** 0.526*** 1.279*** 0.880*** 0.934*** 0.930*** [46.36] [26.51] [26.90] [26.78] [46.19] [26.01] [26.57] [26.41] -0.004*** -0.001 0.000 0.000 -0.006*** -0.003 0.001 0.001 [-3.10] [-0.97] [0.12] [0.19] [-2.93] [-1.00] [0.21] [0.26] -0.788*** -0.222*** -0.284*** -0.290*** -1.396*** -0.395*** -0.485*** -0.500*** [-12.34] [-2.76] [-3.49] [-3.56] [-11.98] [-2.65] [-3.24] [-3.34] (Firm's Size) x (Metropolis) 0.150*** 0.043*** 0.041*** 0.042*** 0.257*** 0.073*** 0.066*** 0.069*** [13.95] [3.17] [2.95] [3.00] [13.66] [3.10] [2.73] [2.81] Number of segments 0.039*** 0.000 0.011** 0.010** 0.065*** -0.001 0.018** 0.017** [11.50] [0.02] [2.45] [2.29] [11.36] [-0.17] [2.44] [2.25] 0.000 -0.000* 0.000 0.000 0.000 -0.000* 0.000 0.000 [1.19] [-1.87] [0.76] [0.82] [1.07] [-1.88] [0.60] [0.66] -0.001*** -0.001*** -0.000*** -0.000*** -0.001*** -0.001*** -0.001*** -0.001*** [-7.62] [-5.38] [-3.31] [-3.33] [-7.25] [-5.16] [-3.14] [-3.16] -0.000*** -0.000** 0.000 0.000 -0.000*** -0.000** 0.000 0.000 [-2.78] [-2.57] [0.14] [0.16] [-2.60] [-2.35] [0.33] [0.38] Instruments and Independent Variables: Firm has another loan outstanding (Firm's Age) x (Metropolis) Metropolis Concentration of the Banking Market Median Distance from HQs of all Banks Median Size of all Banks Interstate-branching Deregulation -0.208*** -0.010 -0.069 -0.067 -0.357*** -0.003 -0.122 -0.121 [-4.82] [-0.22] [-1.42] [-1.38] [-4.79] [-0.04] [-1.42] [-1.40] 0.099*** 0.125*** 0.132*** 0.162*** 0.210*** 0.224*** [4.78] [5.74] [6.03] [4.34] [5.37] [5.69] Size-squared -0.007*** -0.005** -0.005*** -0.011*** -0.008** -0.009*** [-3.76] [-2.45] [-2.76] [-3.45] [-2.24] [-2.59] Leverage -0.196*** -0.354*** -0.357*** -0.381*** -0.678*** -0.684*** [-3.53] [-6.02] [-6.09] [-3.75] [-6.26] [-6.28] Cash -0.349*** -0.307*** -0.313*** -0.728*** -0.630*** -0.641*** [-8.60] [-7.53] [-7.73] [-7.81] [-6.98] [-6.94] Capital Expenditure 0.581*** 0.456*** 0.452*** 1.108*** 0.875*** 0.861*** [6.62] [5.36] [5.38] [7.89] [6.02] [5.90] ROA 0.001*** 0.001*** 0.001** 0.004*** 0.004*** 0.003*** [2.96] [2.60] [2.48] [3.57] [3.57] [3.41] 0.000 0.000 0.000 0.000 0.000 0.000 [0.38] [1.15] [1.12] [0.47] [1.31] [1.28] -0.010*** -0.010*** -0.010*** -0.022*** -0.021** -0.022** [-3.19] [-3.09] [-3.19] [-2.69] [-2.50] [-2.46] 0.152*** -0.024 -0.033 0.273*** -0.032 -0.049 [3.52] [-0.50] [-0.69] [3.67] [-0.39] [-0.60] Size Market-to-Book Kaplan-Zingales Index Institutional Holdings Analysts 0.007*** 0.002 0.002 0.011*** 0.002 0.003 [3.34] [0.75] [1.10] [3.19] [0.46] [0.84] -0.021** -0.047*** -0.048*** -0.033** -0.081*** -0.083*** [-2.32] [-4.90] [-4.90] [-2.14] [-4.86] [-4.88] 0.046** 0.045* 0.045* 0.065 0.064 0.064 [1.97] [1.83] [1.83] [1.62] [1.51] [1.51] 0.711*** 0.724*** 0.721*** 1.193*** 1.230*** 1.225*** [25.37] [24.96] [24.87] [24.82] [24.64] [24.54] -1.075*** -1.512*** -2.735*** -3.169*** -1.806*** -2.557*** -4.817*** -5.562*** [-25.03] [-21.43] [-12.73] [-5.76] [-24.31] [-19.89] [-12.74] [-5.80] 56243 46922 46610 46610 56243 46922 46610 46610 Time Dummies No No Yes Yes No No Yes Yes Industry Dummies No No Yes Yes No No Yes Yes Industry-specific Control Variables No No No Yes No No No Yes Firm's Relative Age NYSE Ratings Dummy Constant Observations Robust and firm-clustered z-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% 42 Table 2, Panel B: Choice of Loan Characteristics In Table 2, Panel B, we address the endogeneity of the firm’s choice of loan characteristics. The three instrumented loan characteristics, Proximity, Loan-to-Asset Ratio, and Equity Exposure, are reported in columns (1)–(3), respectively. The instrumental variables include: a Metropolis dummy that takes a value of 1 if the firm is located in one of six largest metropolises in the US (Boston, Chicago, Los Angeles, New York, Philadelphia, and San Francisco) and 0 otherwise; an interaction between the firm’s size and Metropolis dummy; an interaction between the borrower’s age and Metropolis dummy; number of segments that the borrowing firm has; Proximity from the nearest “large” branch of any bank (and not just banks lending to that borrower); average Loan-to-Asset Ratio of other firms belonging in the same industry group and initiating a loan in the same year as the given loan-taking firm; average Equity Exposure of other firms belonging in the same industry group and initiating a loan in the same year as the given loan-taking firm; yearly average Size, Leverage, Cash, Capital Expenditure, ROA, Market-to-Book, Institutional Holdings, Analysts, and Age of all other firms in the same industry; concentration of the borrower’s local banking market, as measured using the year (t-1) Herfindahl Index of the bank-deposits at all branches present in the same county as the firm; median distance (inversely weighted by the number of branches) from headquarters of all banks present in the same county as the borrower, measured in year (t-1); median size (weighted by the number of branches) of all banks present in the same county as the borrower, measured in year (t-1); the regulatory environment in the borrower’s home state, as measured by the fraction of years in our sample for which interstate-branching was deregulated in the state. Remaining definitions can be found in Table 1 of the paper. Time and industry dummies are included to capture any year- and remaining industry-specific effects that might affect the loan-characteristics of the firms. Absolute values of t-statistics are reported in brackets. 43 CHOICE OF LOAN CHARACTERISTICS Instrumented variables: (1) (2) (3) Proximity Loan-to-Asset Ratio Equity Exposure 0.100** -0.661*** 0.136*** [2.50] [-3.29] [7.13] -0.005 -0.048** 0.007*** Instruments: (Borrower's Size) x (Metropolis) (Borrower's Age) x (Metropolis) [-1.30] [-2.41] [3.54] Number of segments -0.026** -0.374*** 0.078*** [2.12] [-5.91] [13.08] Proximity to the nearest large branch of any bank 0.600*** [10.15] Industry-average of Loan-to-Asset Ratio in that year 0.112*** [2.60] Industry-average of Equity Exposure in that year 0.325*** [7.96] Size of Other Firms in Borrower's Industry Leverage of Other Firms in Borrower's Industry Cash of Other Firms in Borrower's Industry Capital Expenditure of Other Firms in Borrower's Industry ROA of Other Firms in Borrower's Industry -0.067* -0.387** 0.021 [-1.78] [-2.02] [1.16] 0.495* 0.055 0.866 [0.10] [0.32] [1.96] 0.117 0.221 -0.451* [0.22] [0.08] [-1.78] 0.021 2.891 -0.918*** [-3.31] [0.04] [1.00] 0.029*** -0.073 0.008 [2.99] [-1.50] [1.63] 0.024** Market-to-Book of Other Firms in Borrower's Industry Institutional Holdings of Other Firms in Borrower's Industry Analysts of Other Firms in Borrower's Industry Age of Other Firms in Borrower's Industry 0.011 0.328*** [0.49] [2.75] [2.17] 1.089* 2.073 -0.529** [-2.00] [1.95] [0.74] -0.037** -0.008 0.000 [-2.30] [-0.10] [0.03] -0.001 0.009 -0.003 [-0.14] [0.37] [-1.11] 0.000*** 0.000** 0.000*** [3.08] [1.97] [3.49] Median Distance from HQs of all Banks -0.003*** -0.003 -0.001*** [-5.30] [-1.45] [-3.85] Median Size of all Banks 0.000*** -0.000* 0.000 [3.08] [-1.89] [0.95] Concentration of the Banking Market Metropolis -0.340 6.592*** -1.199*** [-1.10] [4.36] [-8.35] 1.297*** 1.146 -0.030 [7.42] [1.30] [0.36] -4.100*** 3.790* -0.208 [-10.46] [1.95] [-1.10] Observations 7990 10305 10333 F-statistic 36.47 9.76 27.10 p-value of F-statistic 0.00 0.00 0.00 Adjusted R-squared 0.11 0.02 0.07 Time and Industry Dummies Yes Yes Yes Interstate-branching Deregulation Constant t statistics are in brackets; *** significant at 1%; ** significant at 5%; * significant at 10%. 44 Table 3: Lending Relationships and Adverse Selection We look at the relationship between the bank-firm’s relationship and firm’s degree of adverse selection in the market. Columns (1)-(5) use all “Types” of holdings reported in 13F while columns (6) and (7) only use Type-1 holdings to calculate the Lender’s Relative Trading (“Banks” are identified as Type-1 institutions in 13F). Columns (8) and (9) use holdings of all Types except Type-1. Pre-loan level of dependent variable on the right-hand side is constructed similarly, except being averaged over [t-n,t-1] years. LENDERS' RELATIVE TRADING (LRT) HOLDINGS OF ALL TYPES (1) Independent variables: Proximity (2) 0.001 [0.18] Loan-to-Asset Ratio (4) 0.001* [1.82] 0.379*** [16.1] (5) -0.004 [-1.28] Equity Exposure Pre-Loan L R T (all Types) (3) 0.375*** [16.3] 0.052*** [11.8] 0.323*** [14.8] 0.053*** [9.76] 0.326*** [14.3] ONLY TYPE-1 HOLDINGS ALL EXCEPT TYPE-1 (6) (8) (7) -0.002 [-0.73] 0.000 [0.93] 0.052*** [11.7] 0.323*** [14.7] Pre-Loan L R T (only Type-1) -0.011* [-1.90] 0.035*** [5.86] -0.000 [-0.33] 0.037*** [7.29] 0.061*** [5.12] 0.000 [0.35] 0.047*** [4.76] 0.314*** [14.0] 0.315*** [14.7] -0.022 [-0.48] 0.005* [1.65] 0.253*** [3.04] -0.036 [-0.46] 0.169** [2.07] 0.002 [0.93] 0.004 [1.33] -0.093 [-1.46] 0.010*** [4.66] -0.003 [-0.38] -0.032 [-1.16] 0.066** [2.21] 0.348 [0.98] 0.227*** [6.44] -0.231** [-2.46] 0.022*** [3.66] -0.231 [-1.49] -0.243* [-1.77] -0.037 [-0.37] 0.003 [1.36] 0.011** [2.06] -0.065 [-0.58] 0.008** [2.03] -0.004 [-0.23] 0.036 [0.80] -0.005 [-0.11] 0.571 [1.46] 0.223*** [7.16] -0.239*** [-3.13] 0.023*** [4.51] -0.239* [-1.82] -0.174 [-1.55] 0.024 [0.25] 0.003 [1.46] 0.011*** [2.71] -0.096 [-0.99] 0.005 [1.58] -0.003 [-0.24] 0.060 [1.59] 0.021 [0.56] -0.316 [-0.61] 6269 Yes 3831 Yes 5251 Yes Pre-Loan L R T (except Type-1) Size Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Institutional Holdings Analysts Firm's Relative Age NYSE Ratings Dummy Constant -0.087** [-2.05] 0.011*** [4.30] 0.058 [0.80] 0.011 [0.18] 0.101* [1.72] 0.003** [2.41] 0.006** [2.43] -0.037 [-0.62] 0.007*** [3.36] 0.003 [0.29] -0.015 [-0.59] 0.040 [1.47] 0.323 [0.96] -0.058 [-1.62] 0.009*** [4.09] 0.025 [0.37] -0.004 [-0.087] 0.065 [1.17] 0.003*** [2.66] 0.005** [2.47] -0.058 [-1.09] 0.007*** [3.98] 0.002 [0.46] -0.021 [-0.93] 0.033 [1.33] 0.384** [2.32] -0.073** [-2.08] 0.010*** [4.41] 0.028 [0.43] 0.011 [0.22] 0.072 [1.35] 0.003** [2.54] 0.005** [2.50] -0.100* [-1.93] 0.007*** [4.35] 0.001 [0.11] -0.018 [-0.83] 0.040* [1.70] 0.443*** [2.63] -0.091** [-2.16] 0.011*** [4.31] 0.060 [0.85] 0.029 [0.51] 0.100* [1.77] 0.003** [2.30] 0.005** [2.14] -0.081 [-1.40] 0.008*** [3.75] -0.002 [-0.23] -0.010 [-0.41] 0.036 [1.34] 0.372 [1.15] -0.070** [-1.97] 0.009*** [4.33] 0.029 [0.45] 0.013 [0.25] 0.072 [1.34] 0.003** [2.55] 0.005** [2.43] -0.101* [-1.93] 0.007*** [4.34] 0.001 [0.13] -0.018 [-0.84] 0.037 [1.53] 0.428** [2.56] -0.028 [-0.52] 0.005* [1.66] 0.258*** [2.98] -0.012 [-0.13] 0.264*** [2.81] 0.002 [0.73] 0.003 [0.73] -0.113* [-1.69] 0.010*** [4.07] 0.006 [0.60] -0.028 [-0.95] 0.053* [1.67] 0.641** [2.37] Observations 5042 7099 7124 5042 7099 4647 Time and Industry Dummies Yes Yes Yes Yes Yes Yes Robust and firm-clustered t-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% 45 (9) Table 4: Lending Relationships and Information Asymmetry We look at the relationship between the bank-firm’s relationship and the degree of illiquidity and information asymmetry in the stock of the firm. ILLIQUIDITY (1) Independent variables: Proximity (2) 0.109** [2.16] Loan-to-Asset Ratio (4) (5) -0.025 [-0.79] Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Institutional Holdings Analysts Firm's Relative Age NYSE Ratings Dummy (7) (8) 0.018** [2.15] (9) (10) 0.002 [0.24] -0.011 0.005** -0.001 [1.97] [-0.71] 0.202** [2.03] [2.08] [-0.45] 0.045** [2.15] 0.181* [1.95] 0.182** [2.22] 0.067* [1.90] 0.038** [2.10] 0.011 [0.67] -0.007 [-0.94] -0.001 [-0.95] 0.017 [0.93] -0.019 [-1.24] 0.010 0.012 [0.65] [0.86] -0.003 -0.015 [-0.46] [-0.71] -0.000 0.000 [-0.92] [0.023] 0.015 0.020 [0.96] [0.82] -0.024* -0.029*** [-1.89] [-2.65] 0.431*** 0.390*** 0.408*** 0.395*** 0.418*** [12.1] [11.1] [12.8] [11.3] [12.2] Pre-Loan Information Asymmetry Size (6) 0.026** Equity Exposure Pre-Loan Illiquidity (3) INFORMATION ASYMMETRY 0.005 0.013 [0.31] [0.91] -0.002 0.034* [-0.24] [1.73] -0.000 -0.002* [-0.24] [-1.77] 0.016 -0.034 [1.03] [-1.51] -0.037*** -0.034*** [-3.57] [-2.96] -0.469*** [-6.16] 0.025*** [5.82] 0.427*** [3.61] -0.433*** [-4.81] -0.379*** [-3.41] 0.022*** [3.84] 0.369*** [2.67] -0.433*** [-4.17] -0.551*** [-7.81] 0.028*** [6.79] 0.559*** [4.53] -0.409*** [-4.02] -0.523*** [-7.12] 0.026*** [6.21] 0.429*** [3.70] -0.387*** [-4.00] -0.616*** [-5.29] 0.030*** [5.38] 0.625*** [3.91] -0.418*** [-4.08] -0.082 [-0.80] -0.011*** [-4.08] -0.007* [-1.79] -0.488*** [-5.63] 0.013*** [4.53] -0.017 [-1.49] -0.101** [-2.44] -0.099* -0.114 [-1.18] -0.010*** [-4.93] -0.019*** [-3.81] -0.529*** [-5.78] 0.011*** [4.93] -0.019 [-1.57] -0.097** [-2.14] -0.207*** -0.196** [-2.20] -0.009*** [-4.88] -0.016*** [-4.08] -0.627*** [-5.98] 0.010*** [4.39] -0.040*** [-2.65] -0.082* [-1.95] -0.146** -0.211** [-2.20] -0.007*** [-3.32] -0.014*** [-3.60] -0.609*** [-5.91] 0.008*** [3.11] -0.038** [-2.45] -0.064 [-1.57] -0.139** -0.223** 0.009 0.016 -0.006 -0.009 -0.006 [-2.21] [0.54] [0.94] [-0.42] [-0.54] [-0.42] -0.008*** -0.000 -0.000 0.000 0.000 0.000 [-4.03] [-0.79] [-0.26] [0.037] [0.44] [0.81] -0.013*** 0.000 -0.001* -0.001* -0.001 -0.001 [-2.69] [0.59] [-1.77] [-1.65] [-1.44] [-0.75] -0.630*** -0.029** -0.024** -0.067*** -0.050*** -0.054*** [-5.86] [-2.28] [-2.02] [-2.72] [-2.85] [-3.17] 0.011*** 0.001* 0.001 0.000 0.000 0.000 [4.31] [1.95] [1.53] [0.66] [0.61] [0.94] -0.044*** 0.001 0.003 -0.004 -0.003 -0.002 [-2.67] [0.67] [1.57] [-0.85] [-1.04] [-0.51] -0.076* -0.025*** -0.021*** -0.018*** -0.019*** -0.018*** [-1.73] [-4.51] [-4.12] [-3.31] [-3.42] [-3.70] -0.115 0.013 -0.005 0.002 0.004 0.009 [-1.66] [-2.60] [-2.31] [-2.31] [-1.45] [1.54] [-0.45] [0.19] 0.162** 0.202** 0.137* 0.101 0.116 0.019** 0.024** 0.006 [1.99] [2.46] [1.84] [1.29] [1.50] [1.96] [2.40] [0.60] Constant 2.597*** 1.835*** 3.014*** 2.939*** 3.284*** -0.149* -0.131 0.138*** [7.27] [3.63] [7.30] [6.25] [4.66] [-1.69] [-1.26] [2.71] Observations 6533 7972 7999 6535 7977 6512 8218 8247 Time and Industry Dummies Yes Yes Yes Yes Yes Yes Yes Yes Hansen's J (p-value) 0.54 0.50 0.89 0.87 0.90 0.38 0.43 0.58 Robust and firm-clustered z-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% Lambda 46 [0.48] 0.009 [0.94] -0.031 [-0.38] 6516 Yes 0.78 [0.81] 0.007 [0.71] 0.162 [1.25] 8219 Yes 0.56 Table 5: Lending Relationships and Corporate Governance We look at the relationship between the bank-firm’s relationship and alternative measures of quality of governance. Three different sets of measures are used for corporate governance. In Panel A, the quality of corporate governance is measured by the board-structure of the borrowing firm (obtained from IRRC). In Panel B, the quality of corporate governance is measured by the equity holdings of unaffiliated institutional investors. In Panel C, provisions used by Gompers, Ishii, and Metrick (2003) (also obtained from IRRC) are used as proxies for the quality of governance. Definitions of all variables can be found in Table 1B. Panel A MULTIPLE DIRECTORSHIPS DUMMY (1) Independent variables: Proximity (2) -0.732*** [-3.40] Loan-to-Asset Ratio (4) (5) -0.601*** [-3.56] -0.266** [-2.57] Equity Exposure Pre-Loan Multi. Dir. Dummy (3) 1.721*** [7.43] INDEPENDENT DIRECTORS DUMMY 1.097*** [7.68] -0.923* [-1.89] 1.043*** [11.4] -0.248 [-1.05] 1.595*** [8.83] Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Institutional Holdings Analysts Product-market concentration Firm's Relative Age NYSE Ratings Dummy Lambda Constant 0.495 [1.64] -0.017 [-1.05] -0.060 [-0.16] -0.437 [-1.22] -0.842 [-1.60] 0.019* [1.73] 0.012 [0.83] -0.128 [-0.32] -0.015 [-1.03] 0.398 [0.32] -0.043 [-0.76] -0.098 [-0.69] 0.303* [1.77] 0.054 [0.27] 2.372 [1.34] -2.139** [-2.30] 0.112** [2.37] 0.592 [1.03] -0.010 [-0.023] 0.448 [0.73] 0.014 [1.06] 0.079*** [2.95] 1.015*** [2.89] 0.010 [0.87] -1.088 [-0.78] 0.160*** [3.21] -0.036 [-0.20] 1.082** [2.42] -0.061 [-0.23] 8.258** [2.12] 0.040 [0.19] 0.015 [1.13] -0.445 [-1.38] -0.328 [-0.80] 0.165 [0.44] -0.000 [-0.012] 0.041*** [2.90] 1.948*** [3.39] 0.027*** [3.80] -0.548 [-0.50] 0.170*** [3.17] 0.054 [0.47] 0.500** [2.24] 0.052 [0.23] -2.545** [-2.15] 0.408 [1.49] -0.010 [-0.69] -0.175 [-0.50] -0.572 [-1.37] -0.608 [-1.36] 0.018 [1.63] 0.022 [1.50] 0.368 [1.15] -0.007 [-0.62] 0.141 [0.12] 0.016 [0.37] -0.098 [-0.73] 0.393** [2.08] 0.108 [0.49] 2.116 [1.10] Observations 3255 3833 3824 3237 Industry Dummies Yes Yes Yes Yes Wald Exogeneity Test (p-value) 0.00 0.00 0.00 0.00 z-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% 47 (7) (8) 0.269*** [4.09] -0.217** [-2.04] 0.216 [0.81] 1.096*** [8.73] Pre-Loan Ind. Dir. Dummy Size (6) (9) (10) 0.537*** [2.87] 0.104** [2.10] 1.147* [1.91] 1.161** [2.51] 0.110** [1.98] -0.154 [-1.04] -1.826** [-1.97] 0.093* [1.93] 0.324 [0.62] 0.163 [0.38] 0.507 [0.88] 0.006 [0.41] 0.064** [2.33] 0.733* [1.74] 0.019* [1.92] -0.633 [-0.46] 0.137** [2.45] -0.040 [-0.25] 0.882* [1.90] -0.165 [-0.65] 8.093** [1.97] 1.514*** [25.6] -0.105 [-0.59] 0.005 [0.53] -0.309 [-1.21] 0.022 [0.099] -0.672* [-1.68] -0.013** [-2.35] 0.015* [1.74] 0.974*** [4.68] 0.021*** [2.87] 0.102 [0.12] 0.081*** [2.64] 0.120 [1.26] 0.150 [1.24] 0.085 [0.65] -7.244*** [-5.37] 1.553*** [21.5] 1.061** [2.38] -0.050** [-2.17] -0.718** [-2.33] 0.008 [0.034] -1.253*** [-2.99] -0.009 [-1.34] -0.012 [-0.86] 0.372* [1.89] 0.003 [0.41] 0.633 [0.71] 0.020 [0.67] 0.034 [0.32] -0.190 [-0.86] 0.087 [0.58] -5.692*** [-2.95] 1.649*** [14.3] 0.169 [0.74] -0.020 [-1.36] -0.233 [-0.62] 0.620 [1.25] -1.350*** [-2.67] -0.011 [-1.21] -0.012 [-0.76] -1.054 [-1.31] -0.000 [-0.044] 0.752 [0.63] -0.139* [-1.73] 0.083 [0.61] -0.241 [-0.86] -0.244 [-0.86] -6.408*** [-4.79] 1.722*** [13.2] -0.452 [-1.26] 0.005 [0.27] -0.166 [-0.37] 1.120* [1.82] -0.765 [-1.28] -0.035** [-2.48] -0.021 [-0.99] -0.142 [-0.27] 0.034** [2.28] -0.201 [-0.14] -0.011 [-0.19] 0.240 [1.37] -0.289 [-1.05] -0.419 [-1.32] -4.353* [-1.80] 1.536*** [20.0] 1.122** [2.28] -0.051** [-2.02] -0.758** [-2.36] -0.093 [-0.35] -1.212*** [-2.83] -0.008 [-1.14] -0.010 [-0.66] 0.563** [2.06] 0.002 [0.39] 0.552 [0.61] 0.041 [1.14] 0.024 [0.23] -0.162 [-0.66] 0.131 [0.81] -6.122*** [-2.86] 3820 Yes 0.00 3279 Yes 0.00 3856 Yes 0.01 3876 Yes 0.00 3261 Yes 0.00 3855 Yes 0.01 Panel A (contd.) VOTING POWER OF INDEPENDENT DIRECTORS (11) Independent variables: Proximity (12) 0.193*** [2.63] Loan-to-Asset Ratio (14) (15) 0.362*** [2.61] 0.166*** [3.09] Equity Exposure Pre-Loan Vot. Pwr. Ind. Dirs. (13) 0.736*** [39.6] 0.734*** [31.1] 0.779** [2.18] 0.689*** [28.6] 1.136*** [2.64] 0.681*** [20.1] Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Institutional Holdings Analysts Product-market concentration Firm's Relative Age NYSE Ratings Dummy Lambda Constant 1.092*** [3.48] -0.059*** [-3.27] -1.207** [-2.45] -0.929** [-2.27] -0.372 [-0.74] -0.009 [-0.87] 0.044** [2.45] -0.385 [-1.11] 0.005 [0.50] 1.081 [0.72] 0.055 [1.14] -0.179 [-1.05] 0.031 [0.12] -0.269 [-0.82] -1.808 [-1.38] 2.257*** [4.04] -0.112*** [-3.64] -1.713*** [-2.72] -1.277** [-2.57] -1.126* [-1.79] -0.024* [-1.90] 0.048** [2.39] 0.283 [0.55] 0.005 [0.39] 3.124 [1.47] 0.002 [0.027] -0.289 [-1.34] -0.110 [-0.32] 0.124 [0.30] -8.323*** [-3.30] 0.552 [1.49] -0.031 [-1.55] -1.360*** [-2.65] -1.044** [-2.26] -0.569 [-1.13] -0.022** [-2.02] 0.062*** [3.67] -0.570 [-1.46] 0.003 [0.24] -0.248 [-0.084] -0.065 [-1.28] -0.325* [-1.84] 0.074 [0.26] -0.142 [-0.39] 2.651 [1.03] 0.665 [1.12] -0.048 [-1.48] -0.690 [-0.80] 0.407 [0.47] -0.349 [-0.43] -0.020 [-1.02] -0.038 [-0.92] -0.962 [-1.51] 0.028 [1.34] 2.602 [1.04] 0.010 [0.12] 0.073 [0.22] -0.666 [-1.32] -1.130* [-1.72] 1.023 [0.39] Observations 1732 2182 2187 1531 Industry Dummies Yes Yes Yes Yes Wald Exogeneity Test (p-value) 0.01 0.00 0.01 0.07 z-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% 48 (16) (17) (18) 0.335** [1.96] 0.173*** [3.02] -0.636 [-1.55] 0.762*** [25.1] Pre-Loan Non-Exec. Chair. Size NON-EXECUTIVE CHAIRMAN (19) (20) 0.357* [1.91] 0.148** [2.40] 0.421*** [3.90] 0.634** [2.21] 0.155*** [3.65] 0.259* [1.76] 2.624*** [4.25] -0.128*** [-3.86] -1.667** [-2.42] -1.520** [-2.49] -1.142* [-1.64] -0.016 [-1.03] 0.062** [2.46] 0.682 [1.18] 0.008 [0.50] 4.146* [1.79] 0.044 [0.71] -0.391 [-1.64] 0.162 [0.39] 0.304 [0.65] -10.283*** [-3.68] 0.985*** [6.41] -0.204 [-0.68] -0.008 [-0.53] 0.542* [1.71] 1.272*** [4.12] -0.010 [-0.022] -0.018* [-1.81] 0.009 [0.89] 1.272*** [3.27] 0.020 [1.39] 0.301 [0.32] 0.142*** [2.84] -0.054 [-0.46] -0.397*** [-2.65] -0.944*** [-4.60] 1.535 [1.02] 1.120*** [7.09] 1.548*** [2.70] -0.096*** [-3.18] 0.249 [0.63] 1.004*** [3.38] -0.683 [-1.55] -0.015* [-1.83] -0.026 [-1.59] 0.580** [2.33] 0.001 [0.098] 0.714 [0.69] 0.103*** [2.87] -0.145 [-1.13] -0.845*** [-3.03] -0.794*** [-3.88] -6.497*** [-2.73] 1.204*** [11.6] 0.272 [1.42] -0.037*** [-3.07] 0.651** [2.48] 1.102*** [5.08] -0.455 [-1.50] -0.008 [-1.64] -0.004 [-0.52] 0.039 [0.17] -0.001 [-0.20] 0.165 [0.22] 0.008 [0.45] -0.120 [-1.32] -0.480*** [-3.59] -0.866*** [-5.35] 0.001 [0.0011] 0.996*** [5.57] -0.182 [-0.55] -0.019 [-1.07] 0.624* [1.68] 1.733*** [3.93] -0.289 [-0.59] -0.025** [-2.02] -0.015 [-0.93] 0.359 [0.71] 0.021 [1.33] 0.443 [0.40] 0.060 [1.03] -0.002 [-0.013] -0.687*** [-3.15] -1.197*** [-4.39] 2.503 [1.36] 1.154*** [7.25] 1.582*** [3.64] -0.101*** [-4.39] 0.275 [0.71] 1.201*** [3.90] -0.773* [-1.80] -0.018** [-2.42] -0.033** [-2.42] 0.329 [1.06] 0.001 [0.18] 0.879 [0.83] 0.081** [2.03] -0.128 [-0.98] -0.984*** [-4.30] -0.955*** [-4.46] -6.298*** [-3.40] 2127 Yes 0.01 3212 Yes 0.02 3868 Yes 0.00 3887 Yes 0.00 3212 Yes 0.01 3867 Yes 0.00 Panel A (contd.) RELATIVE-ON-BOARD (21) Independent variables: Proximity (22) -0.249*** [-2.84] Loan-to-Asset Ratio (24) (25) -0.226** [-2.55] -0.173** [-2.27] Equity Exposure Pre-Loan Relative on Board (23) INTERLOCKING DIRECTORSHIPS DUMMY 2.208*** [19.2] 2.379*** [13.3] -0.727** [-2.17] 2.177*** [17.3] 0.038 [0.29] 2.215*** [19.4] Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Institutional Holdings Analysts Product-market concentration Firm's Relative Age NYSE Ratings Dummy Lambda Constant 0.053 [0.21] -0.014 [-1.00] 0.584* [1.76] 0.044 [0.14] -0.383 [-0.87] 0.007 [0.89] -0.022* [-1.65] -1.291*** [-4.51] 0.022** [2.25] 1.038 [0.69] -0.021 [-0.53] 0.047 [0.39] 0.117 [0.70] -0.281 [-1.41] 0.277 [0.20] -1.861*** [-2.67] 0.084** [2.35] 0.918* [1.88] 0.191 [0.51] 0.255 [0.49] 0.011 [0.97] 0.020 [1.01] -0.675** [-2.23] 0.028*** [2.88] -4.028 [-1.52] -0.034 [-0.74] 0.086 [0.55] 0.695** [2.06] -0.364 [-1.48] 7.284** [2.38] -0.271 [-1.23] 0.011 [0.83] 0.480 [1.35] -0.224 [-0.60] 0.154 [0.38] 0.003 [0.37] -0.001 [-0.041] 0.023 [0.048] 0.034*** [4.42] -3.367* [-1.68] 0.081 [1.61] 0.067 [0.52] 0.371* [1.75] -0.182 [-0.78] -0.030 [-0.029] 0.030 [0.12] -0.013 [-0.99] 0.615* [1.85] 0.110 [0.32] -0.394 [-0.91] 0.006 [0.74] -0.024* [-1.70] -1.297*** [-4.53] 0.024** [2.52] 1.016 [0.69] -0.023 [-0.59] 0.057 [0.46] 0.102 [0.58] -0.305 [-1.47] 0.440 [0.30] Observations 3225 3729 3743 3224 Industry Dummies Yes Yes Yes Yes Wald Exogeneity Test (p-value) 0.01 0.00 0.01 0.01 z-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% 49 (27) (28) -0.649*** [-4.08] -0.164** [-2.16] -0.185 [-0.88] 2.371*** [13.5] Pre-Loan Inter. Dir. Dummy Size (26) (29) (30) -0.586*** [-4.84] -0.312*** [-2.69] -0.584*** [-2.90] -0.463** [-2.02] -0.243*** [-2.88] 0.264 [1.08] -1.756** [-2.51] 0.081** [2.27] 0.907* [1.89] 0.063 [0.16] 0.297 [0.58] 0.012 [1.09] 0.022 [1.10] -0.473 [-1.26] 0.029*** [3.03] -4.273 [-1.63] -0.012 [-0.24] 0.076 [0.49] 0.731** [2.19] -0.301 [-1.19] 6.667** [2.15] 2.002*** [14.4] 0.531 [1.53] -0.027 [-1.49] -0.304 [-0.67] -0.373 [-0.87] 0.004 [0.0074] 0.027** [2.41] -0.035* [-1.91] -0.565 [-1.36] -0.019 [-1.26] 1.173 [0.91] -0.072 [-1.22] -0.223 [-1.33] 0.176 [0.82] 0.122 [0.48] -9.320*** [-7.80] 1.745*** [7.55] -3.284*** [-3.09] 0.160*** [2.95] 0.963 [1.39] 0.227 [0.43] 1.398* [1.93] 0.020 [1.31] 0.022 [0.70] 0.493 [1.14] 0.022* [1.67] -0.060 [-0.029] 0.071 [1.17] -0.027 [-0.12] 1.160** [2.33] -0.097 [-0.28] 12.504*** [2.72] 1.976*** [18.0] -0.601*** [-2.82] 0.033*** [2.65] -0.010 [-0.029] 0.227 [0.68] 0.796** [2.13] -0.000 [-0.012] -0.030* [-1.91] 1.102*** [3.04] 0.030*** [4.09] 0.073 [0.071] 0.178*** [4.62] -0.017 [-0.13] 0.299 [1.56] -0.084 [-0.39] -0.009 [-0.010] 2.099*** [13.8] 0.382 [1.18] -0.013 [-0.76] -0.355 [-0.76] -0.671 [-1.41] 0.293 [0.56] 0.028** [2.53] -0.015 [-0.78] 0.302 [0.69] -0.014 [-1.11] 1.121 [0.84] 0.009 [0.16] -0.301* [-1.69] 0.373 [1.55] 0.251 [0.91] -10.771*** [-7.41] 1.759*** [9.16] -2.678*** [-3.40] 0.126*** [3.23] 0.828 [1.43] 0.495 [1.07] 1.178** [2.00] 0.011 [1.00] 0.003 [0.12] 0.134 [0.29] 0.024** [2.16] 0.094 [0.056] 0.051 [0.85] 0.000 [0.0010] 0.812** [2.27] -0.236 [-0.79] 10.238*** [2.86] 3729 Yes 0.00 3218 Yes 0.00 3765 Yes 0.00 3778 Yes 0.00 3218 Yes 0.00 3765 Yes 0.00 Panel B UNAFFILIATED INSTITUTIONAL HOLDINGS (1) Independent variables: Proximity (2) 0.010** [2.23] 0.029** [1.99] Equity Exposure Size Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Analysts Product-market concentration Firm's Relative Age NYSE Ratings Dummy Lambda Constant (4) (5) 0.011** [2.28] Loan-to-Asset Ratio Pre-Loan Unaffiliated Inst. Holdings (3) 0.379*** [23.7] 0.046*** [5.08] -0.002*** [-3.50] -0.055*** [-2.96] -0.006 [-0.36] 0.034 [1.64] 0.000 [1.20] 0.002** [2.52] -0.001*** [-2.73] -0.040 [-0.74] -0.002 [-0.66] -0.003 [-0.50] 0.005 [0.56] 0.006 [0.52] -0.282*** [-2.98] 0.501*** [8.38] 0.285** [2.25] -0.013** [-2.17] -0.234** [-2.34] 0.039 [0.84] 0.104 [1.61] 0.001 [1.17] -0.008 [-1.52] -0.001 [-1.40] 0.069 [0.42] -0.011 [-1.44] -0.011 [-0.47] -0.091* [-1.67] 0.079 [1.61] -1.489** [-2.42] -0.066 [-1.35] 0.441*** [14.2] 0.044*** [4.12] -0.001 [-1.03] -0.082*** [-3.21] -0.023 [-1.00] 0.031 [1.63] 0.001*** [3.35] 0.002** [1.97] -0.001** [-2.01] 0.050 [0.77] 0.001 [0.38] -0.001 [-0.13] 0.016 [1.27] 0.018 [1.28] -0.023 [-0.27] 0.027 [1.04] 0.365*** [17.0] 0.045*** [4.90] -0.002*** [-3.32] -0.049** [-2.48] 0.005 [0.28] 0.029 [1.28] 0.000 [0.57] 0.001 [1.58] -0.001*** [-2.74] -0.057 [-0.98] -0.005 [-1.12] -0.002 [-0.31] 0.001 [0.085] 0.005 [0.38] -0.247** [-2.34] 0.016* [1.81] 0.005 [0.079] 0.457*** [6.56] 0.189** [2.26] -0.009** [-2.35] -0.150** [-2.03] 0.023 [0.64] 0.059 [1.35] 0.001 [0.88] -0.005 [-1.38] -0.002** [-2.34] -0.036 [-0.32] -0.008 [-1.59] -0.004 [-0.27] -0.062* [-1.77] 0.047 [1.39] -0.942** [-2.38] Observations 6231 7279 7568 6231 6451 Time and Industry Dummies Yes Yes Yes Yes Yes Hansen's J (p-value) 0.35 0.45 0.53 0.27 0.45 Robust and firm-clustered z-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% 50 Panel C ANTI-TAKEOVER DUMMY GOVERNANCE DUMMY (1) Independent variables: Proximity (2) -0.148** [-2.54] Loan-to-Asset Ratio (4) -0.186** [-2.50] 2.737*** [36.9] (5) -0.216*** [-3.06] Equity Exposure Pre-Loan Governance Dummy (3) 2.497*** [24.2] -0.485*** [-3.49] 2.709*** [40.0] -0.499*** [-3.21] 2.840*** [31.8] (6) (7) -0.391*** [-2.63] -0.100** [-2.09] -0.262** [-2.03] 2.572*** [32.5] Pre-Loan Anti-Takeover Dummy Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Institutional Holdings Analysts Product-market concentration Firm's Relative Age NYSE Ratings Dummy Lambda Constant 0.742*** [3.88] -0.045*** [-4.08] -0.206 [-0.77] 0.118 [0.50] -0.237 [-0.55] 0.006 [1.00] 0.009 [0.98] 0.033 [0.16] -0.023*** [-3.39] -0.619 [-0.86] 0.057* [1.81] 0.074 [0.73] 0.002 [0.019] -0.064 [-0.45] -4.187*** [-5.05] -0.747 [-1.17] 0.029 [0.86] 0.206 [0.54] 0.229 [0.75] -0.083 [-0.15] 0.018* [1.84] 0.032** [2.05] 0.303 [1.28] -0.018** [-2.25] -0.981 [-1.52] 0.027 [0.71] 0.213 [1.61] 0.679** [2.18] 0.031 [0.16] 2.650 [0.95] 0.758*** [4.31] -0.043*** [-4.16] -0.446* [-1.67] -0.219 [-0.85] -0.187 [-0.42] 0.006 [1.21] 0.013 [1.49] 1.071*** [4.18] -0.010* [-1.79] 0.414 [0.46] 0.144*** [4.99] 0.067 [0.68] 0.271** [1.97] 0.145 [0.95] -5.303*** [-2.98] 0.817*** [3.69] -0.041*** [-3.22] -0.395 [-1.25] -0.370 [-1.16] -0.076 [-0.15] 0.016** [2.18] 0.019* [1.76] 0.663** [2.19] -0.028*** [-3.41] -0.710 [-0.85] 0.116*** [2.86] 0.018 [0.15] 0.218 [1.35] 0.197 [1.06] -5.399*** [-5.25] Observations 3878 4669 4675 3878 Industry Dummies Yes Yes Yes Yes Wald Exogeneity Test (p-value) 0.00 0.00 0.00 0.00 z-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% 51 (8) (9) -0.228*** [-3.20] -0.898*** [-2.85] -0.113** [-2.02] -0.407** [-2.20] 3.323*** [27.1] 3.079*** [30.6] Pre-Loan Comply. Gov. Dummy Size COMPLEMENTARY GOVERNANCE DUMMY -0.505*** [-3.00] -0.136** [-2.10] -0.358** [-2.22] 2.600*** [32.7] -0.892 [-1.59] 0.041 [1.41] 0.029 [0.077] -0.571* [-1.66] -0.888* [-1.65] 0.020** [2.05] 0.013 [0.83] 0.692** [2.30] 0.001 [0.100] -1.239** [-2.01] 0.148*** [4.53] 0.331*** [2.74] 0.713*** [2.68] 0.200 [1.05] 2.765 [1.12] 4658 Yes 0.00 -0.001 [-0.0033] -0.006 [-0.26] -0.031 [-0.11] -0.057 [-0.21] -0.081 [-0.18] 0.013* [1.81] 0.026** [2.20] 0.598** [2.50] -0.015** [-2.39] -1.187** [-2.25] 0.074** [2.36] 0.159 [1.51] 0.465** [2.13] 0.086 [0.53] -0.904 [-0.48] 0.640** [2.04] -0.023 [-1.44] -0.835** [-2.03] -0.610 [-1.14] 0.718 [1.17] 0.016 [1.17] 0.053*** [3.37] 1.078** [2.49] -0.025* [-1.89] 0.583 [0.52] -0.058 [-1.12] 0.039 [0.25] 0.623** [2.52] 0.405 [1.25] -5.840*** [-3.30] -0.641 [-1.33] 0.031 [1.19] -0.626* [-1.76] 0.091 [0.26] 0.792 [1.55] 0.005 [0.56] 0.050*** [3.51] 0.859*** [2.60] 0.001 [0.17] 0.187 [0.16] -0.079** [-1.97] 0.235* [1.85] 0.752*** [2.93] -0.013 [-0.063] 1.008 [0.49] 2.799*** [34.0] 0.433* [1.93] -0.022* [-1.71] -0.109 [-0.33] -0.722** [-2.00] -1.473** [-2.55] 0.017** [2.11] -0.006 [-0.49] 0.733** [2.24] -0.009 [-1.12] -0.145 [-0.14] 0.099** [2.28] 0.167 [1.34] 0.258 [1.51] 0.147 [0.75] -4.736** [-2.49] 4669 Yes 0.00 3866 Yes 0.00 4469 Yes 0.00 3872 Yes 0.00 Table 6: Lending Relationships and CEO Compensation The measure of corporate governance used here is the change sensitivity of CEO’s Compensation to firm performance, which implies that we use a panel dataset of CEOs in this table. The dependent variable, CEO’s Compensation, is defined as ln(1 + Total Compensation), where Total Compensation is the CEO’s total compensation (from ExecuComp database) for year t. The right-hand side variables of interest are the interactions of Firm’s Excess Return in year (t-1) with the three loancharacteristics (Proximity, Loan-to-Asset Ratio, and Equity Exposure), which measure the effect of lending relationships on the sensitivity to performance. Firm performance, measured by Firm’s Excess Return in year (t-1), is the difference between the firm’s stock return over the year t-1 and Industry’s Return in year (t-1), which is calculated as the average stock return of other firms in the same industry over t-1. Control variables Firm’s Excess Return in year (t-2) and Industry’s Return in year (t-2) are defined in a similar manner. Annual returns used here are calculated by compounding monthly returns obtained from CRSP-Monthly database. Stock Return Volatility is the standard deviation of daily stock returns (obtained from CRSP-Daily database), calculated over the fiscal year t-1. The control variable CEO’s Compensation in year (t-1) is constructed just like the dependent variable, except being recorded in year t-1. Other variables are defined in Tables 1B above. 52 CEO's COMPENSATION Independent variables: Proximity (Proximity) x (Excess Return) (1) 0.052*** [3.14] 0.231** [2.13] Loan-to-Asset Ratio (2) 0.003 [1.28] 0.022** [2.25] (3) (4) 0.052*** [3.27] 0.198** [2.02] (5) 0.003 [1.12] (Loan-to-Asset) x (Excess Return) 0.021** [2.02] Equity Exposure 0.003 -0.006 0.013 [0.21] [-0.33] [0.61] (Exposure) x (Excess Return) 0.104*** 0.084 0.017 [2.93] [0.86] [0.21] CEO's Compensation in year (t-1) 0.365*** 0.402*** 0.390*** 0.355*** 0.400*** [14.0] [16.1] [16.3] [11.6] [15.3] Firm's Excess Return in year (t-1) 0.685** -0.171* -0.062 0.481 -0.177 [2.43] [-1.86] [-1.35] [1.57] [-1.58] Firm's Excess Return in year (t-2) 0.034* 0.004 0.020 0.029 0.006 [1.86] [0.15] [1.41] [1.49] [0.26] Industry's Return in year (t-1) 0.163** 0.056 0.150*** 0.213** 0.071 [2.31] [0.69] [2.75] [2.25] [1.02] Industry's Return in year (t-2) -0.041 -0.082* -0.013 -0.029 -0.075 [-1.00] [-1.67] [-0.42] [-0.68] [-1.61] Stock-return Volatility 0.932 -0.228 0.543 1.488 -0.132 [0.67] [-0.22] [0.64] [1.00] [-0.11] Size 0.055 0.059 0.049 0.046 0.045 [1.20] [1.55] [1.59] [0.99] [1.04] Size-squared 0.007*** 0.007*** 0.007*** 0.008*** 0.007*** [2.93] [3.37] [4.36] [3.01] [3.03] Leverage -0.251*** -0.391*** -0.218*** -0.232*** -0.390*** [-3.26] [-2.74] [-3.66] [-2.84] [-2.81] Cash 0.261** 0.225* 0.274*** 0.256** 0.252* [2.17] [1.89] [3.93] [2.09] [1.95] Capital Expenditure -0.001 0.208 -0.075 -0.004 0.197 [-0.0029] [1.13] [-0.59] [-0.021] [1.06] Market-to-Book 0.008** 0.012*** 0.010*** 0.008** 0.012*** [2.03] [3.94] [3.44] [2.02] [3.07] Institutional Holdings 0.151* 0.235*** 0.276*** 0.206** 0.226*** [1.82] [2.94] [4.97] [2.12] [2.71] Analysts 0.008*** 0.005*** 0.005*** 0.008*** 0.005*** [3.68] [2.62] [3.13] [3.73] [2.61] Firm's Relative Age 0.011 -0.005 -0.002 0.016 -0.005 [1.23] [-0.41] [-0.25] [1.42] [-0.44] Product-market concentration -0.278 -0.189 -0.192 -0.261 -0.206 [-1.21] [-0.92] [-1.31] [-1.12] [-0.99] NYSE 0.094*** 0.043 0.075*** 0.096*** 0.046 [3.13] [1.32] [3.90] [3.27] [1.47] Ratings Dummy 0.085 0.015 0.007 0.085 0.013 [1.46] [0.40] [0.22] [1.54] [0.35] Governance Index 0.001 -0.001 -0.007 0.003 -0.003 [0.077] [-0.041] [-0.49] [0.16] [-0.14] Lambda 0.111 -0.019 -0.074 0.105 -0.033 [1.00] [-0.26] [-1.35] [0.97] [-0.44] Constant -0.257 -0.224 0.046 -0.264 -0.185 [-0.96] [-0.70] [0.19] [-0.88] [-0.50] Observations 5467 5772 6750 5467 5772 Time and Industry Dummies Yes Yes Yes Yes Yes Hansen's J (p-value) 0.22 0.44 0.84 0.45 0.43 Robust z-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% 53 Table 7: Impact of Lending Relationships on Firm Value and Firm Profitability The dependent variables used in Panel A, Tobin’s Q and Industry-adjusted ROA, are defined in Table 1B. Panels C and D exhibits abnormal returns from trading strategies devised on the basis of the firms’ loan characteristics. These abnormal returns are calculated with respect to four factors: the Fama-French 3-factors as well as momentum factor. Panel B presents returns using the Ibbotson Returns Across Time and Securities (RATS) estimation, so [1, 6] at the head of the column represents the 6-month period immediately after the month in which the loan started and returns in this column are returns over that 6-month period. Hi (Lo) indicates the return on a portfolio consisting of firms whose loan-characteristic is above (equal to or below) median in a given month. Panel C presents returns using a calendar-time equallyweighted portfolio strategy, so the column [1, 6] shows returns of a portfolio consisting of all stocks that initiated a loan within the past 6 months and the returns shown are per month over the 6-month period immediately after the month in which the loan started. Hi (Lo) indicates the return on a portfolio consisting of firms whose loan-characteristic is above (equal to or below) median in a given month. Hi – Lo represents a trading strategy where we go long in the Hi and short the Lo portfolio. Panel A TOBIN's Q Independent variables: Proximity to Bank-Branch Loan-to-Asset Ratio Actual Equity Exposure Pre-Loan Tobin's Q Pre-Loan Ind. Adj. ROA Size Size-squared Leverage Cash Capital Expenditure ROA Market-to-Book Institutional Holdings Analysts Firm's Relative Age NYSE Ratings Dummy Governance Index Lambda Constant (1) 0.138* [1.85] (2) (3) INDUSTRY-ADJUSTED ROA (4) 0.116* [1.85] 0.046* [1.87] -0.336* [-1.90] 0.177*** 0.182*** 0.198*** [4.09] [4.24] [4.58] -0.248** [-2.07] 0.177*** [4.00] (5) 0.077** [2.23] -0.364** [-2.39] 0.177*** [3.35] (6) 2.734** [2.16] (7) 2.014** [2.27] (8) (9) 0.754** [1.97] (10) 0.792** [1.97] -2.179** -2.039* -2.286* [-2.07] [-1.94] [-1.93] 0.380*** 0.556*** 0.445*** 0.480*** 0.537*** [5.50] [4.94] [8.14] [7.23] [7.58] 0.119** 0.431** 0.113** 0.135** 0.682** 0.684 16.368** 0.757 0.333 7.208** [1.97] [2.23] [2.01] [2.16] [2.35] [0.57] [2.23] [0.78] [0.32] [2.19] -0.014*** -0.028*** -0.009** -0.011*** -0.037*** -0.081 -0.852** -0.040 -0.019 -0.384** [-3.84] [-3.01] [-2.36] [-2.88] [-2.75] [-1.14] [-2.32] [-0.68] [-0.30] [-2.28] -0.358*** -0.847*** -0.534*** -0.396*** -1.213*** -1.592 -5.271 -3.574** -3.011* -3.281 [-2.94] [-3.59] [-4.51] [-3.10] [-3.44] [-0.82] [-1.17] [-2.35] [-1.79] [-1.47] 0.196 0.206* 0.067 0.143 0.201 -3.799 -4.090 -3.599 -5.548** -6.920** [1.51] [1.69] [0.57] [1.00] [1.19] [-1.49] [-0.79] [-1.58] [-2.03] [-2.16] -0.132 -0.093 -0.217* -0.070 0.047 -2.986 10.584 -6.867** -4.142 -0.058 [-1.03] [-0.57] [-1.94] [-0.52] [0.21] [-0.78] [0.98] [-2.54] [-1.45] [-0.011] 0.001 -0.002 0.002 0.003 -0.001 [0.25] [-0.51] [0.96] [0.90] [-0.29] 0.192*** 0.112 0.223*** 0.212*** 0.161** [3.07] [1.02] [3.25] [2.93] [2.30] -0.073 -0.065 0.160 0.139 0.267 2.335 -0.377 2.364* 3.333** 2.803 [-0.75] [-0.60] [1.11] [1.03] [1.49] [1.38] [-0.091] [1.71] [2.18] [1.29] 0.036*** 0.032*** 0.032*** 0.036*** 0.036*** 0.184*** 0.058 0.081** 0.115*** 0.101** [6.69] [7.78] [7.87] [7.23] [6.68] [3.10] [0.74] [2.48] [3.27] [2.12] 0.020 -0.013 0.015 0.044* 0.076** 0.394 0.649 0.360** 0.393* 0.688*** [1.17] [-0.82] [0.62] [1.90] [2.34] [1.60] [1.61] [2.28] [1.95] [2.86] -0.085* -0.013 -0.035 -0.088* -0.045 0.574 -4.328 0.516 0.878 -1.597 [-1.77] [-0.27] [-0.82] [-1.69] [-0.64] [0.70] [-1.63] [0.76] [1.25] [-1.24] 0.037 -0.118 0.052 0.073 -0.218 -0.888 -5.074* 0.883 0.411 -1.222 [0.55] [-1.11] [0.80] [1.03] [-1.45] [-0.78] [-1.70] [1.12] [0.45] [-0.77] -0.054 0.026 0.003 -0.018 0.069 -0.820 0.956 -0.074 -0.121 0.382 [-1.43] [0.58] [0.066] [-0.43] [0.99] [-1.54] [0.93] [-0.20] [-0.30] [0.68] 0.098 0.155 0.073 0.124 0.249 -1.302 3.719 1.566 0.443 2.376 [0.94] [1.19] [0.74] [1.13] [1.45] [-0.85] [1.13] [1.50] [0.41] [1.46] 2.012*** -0.657 0.448 1.084*** -1.814 5.035 -74.506** -5.065 -1.937 -36.246** [2.81] [-0.73] [1.21] [2.82] [-1.36] [0.79] [-2.39] [-1.04] [-0.40] [-2.54] Observations 6189 7786 7813 6063 6590 3173 3884 3985 Time and Industry Dummies Yes Yes Yes Yes Yes Yes Yes Yes Hansen's J (p-value) 0.89 0.73 0.62 0.34 0.26 0.65 0.21 0.71 Robust and firm-clustered z-statistics in brackets; *** significant at 1%, ** significant at 5%, * significant at 10% 54 3073 Yes 0.74 3884 Yes 0.41 Panel B: RETURNS ACROSS TIME & SECURITIES (RATS) [1, 1] Proximity Loan-to-Asset Ratio Equity Exposure [1, 3] [1, 6] [1, 12] Hi Lo Hi Lo Hi Lo Hi Lo -0.03% [0.13] -0.07% [0.22] -0.17% [1.14] 0.45%* [1.84] 0.08% [0.61] 0.44%** [2.45] -0.57%* [1.66] 0.64% [1.12] -0.47%* [1.82] 0.19% [0.46] -0.01% [0.04] 0.53%* [1.69] -1.21%** [2.37] 1.49%* [1.76] -1.23%*** [3.26] 0.69% [1.13] -0.09% [0.26] 1.39%*** [2.99] -1.02% [1.39] 3.18%*** [2.66] -1.45%*** [2.65] 1.72%* [1.89] 0.36% [0.73] 2.62%*** [3.75] Panel C: EQUALLY-WEIGHTED CALENDAR TIME PORTFOLIO RETURNS [1, 1] Proximity Loan-to-Asset Ratio Equity Exposure [1, 3] [1, 6] [1, 12] Hi Lo Hi - Lo Hi Lo Hi – Lo Hi Lo Hi - Lo Hi Lo Hi – Lo -0.20% [0.83] -0.18% [0.39] -0.20% [0.84] 0.45% [1.32] 0.17% [0.78] 0.64%** [2.09] -0.66%* [1.73] -0.35% [0.74] -0.84%** [2.48] 0.01% [0.06] 0.27% [0.99] -0.08% [0.53] 0.02% [0.12] 0.12% [0.77] 0.32% [1.42] -0.01% [0.05] 0.16% [0.57] -0.40%* [1.69] 0.02% [0.10] 0.47%* [1.93] -0.16% [1.07] 0.07% [0.38] 0.05% [0.33] 0.45%** [2.01] -0.05% [0.26] 0.43%** [2.03] -0.61%*** [2.91] 0.08% [0.44] 0.38%* [1.77] -0.08% [0.60] 0.12% [0.69] 0.10% [0.72] 0.40%* [1.90] -0.04% [0.23] 0.28%* [1.75] -0.48%** [2.60] 55
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