The Total Costs of Corporate Borrowing in the Loan Market: Don’t Ignore the Fees Tobias Berg† Anthony Saunders‡ Sascha Steffen* January 31, 2013 Abstract Fees are an important part of the total cost of corporate borrowing. More than 80% of US syndicated loans contain at least one fee type and payments from fees can easily exceed interest payments. We find that the scope of relationship benefits extend beyond spreads, in particular, relationship loans are associated with lower upfront fees and lower letter of credit fees and these relationship benefits are similar in magnitude to those observed for spreads. We also find evidence consistent with a liquidity insurance view of lines of credit where relationship banking facilitates the smoothing of payments between no-liquidity-shock states and liquidity-shock states. Importantly, we propose a new measure for the total cost of corporate borrowing that accounts for fees and the fact that most loans are not immediately drawn down at origination. This measure produces higher costs of borrowing than has hitherto been recognized in the academic literature to date. We thank Viral Acharya and Michael Roberts for valuable comments and suggestions. † Humboldt University Berlin and New York University. Email: [email protected] Tel: +49 177 314 2164. Stern School of Business, New York University. Email: [email protected] Tel: +1 212 998 0711. * European School of Management and Technology (ESMT). Email: [email protected] Tel: +49 30 181 1544. ‡ 1 In this paper, we analyze the total costs of borrowing for US public firms in private debt markets. Prior research focuses almost entirely on the All-In-Spread-Drawn (AISD) paid by the borrower for each dollar borrowed without analyzing the type and size of fees included in the AISD and whether the AISD ignores other fees charged to the borrower to complete deals, which would add to the total cost of borrowing. This is surprising as the theoretical literature highlights the importance of fees relative to spreads (Boot et al. (1987), Thakor and Udell (1987), and Morgan (1994)). A similar concern about the importance of fees was also mentioned by Roberts (2012). The total cost of borrowing is challenging to estimate empirically because it comprises various fees which are customized in each contract, for example, some are shared among all syndicate lenders and some are privately negotiated between the borrower and the lead arranger and kept by the latter, such as the upfront fee. Moreover, only a small percentage of loans are immediately paid out. Sufi (2009) reports that 82% of public firms’ borrowings in the US are credit lines and even 32% of otherwise all equity financed firms also have credit lines. The design and utilization of loans and credit lines govern to what extent spread and fees eventually apply and thus the total cost of corporate borrowing.1 As an example of the importance and scale of fees, on June 18th, 2009 Eddie Bauer Holdings, a clothing store chain and debtor-in-possession at that time, negotiated a USD 100mn revolving credit facility with a maturity of seven months.2 With an annual spread over LIBOR of 400 bps and an upfront fee of 275 bps, the income from the upfront fee over the maturity of the loan exceeded the cumulative spread income over the seven-month life of the loan. Furthermore, the contract contains a letter of credit fee of 425 bps for drawings under the letter of credit sub1 Fees are also an important income component for banks. In the first quarter of 2012, based on regulatory filings from the largest five bank holding companies in the US (JP Morgan Chase, Bank of America, Citigroup, Wells Fargo and US Bankcorp) 42% of total revenues were non-interest revenues. 2 The credit agreement is available online at http://www.sec.gov/Archives/edgar/data/1345968/0001193125091334. Information on spreads and fees can be found in Article 1 and Article 3. 2 limit and a commitment fee of 100 bps payable on undrawn amounts. The total cost of the revolving credit facility – the upfront fee, the spread, the commitment fee and the letter of credit fee – significantly exceeds the AISD, which in this case contains only the spread,3 and the All-inSpread-Undrawn (AISU), which in this case only contains the commitment fee.4 This example indicates that aggregates such as the AISD and AISU might not be sufficient to describe the total cost of corporate borrowing. To preview our results, we find that ignoring fees significantly underestimates the costs of syndicated loans to borrowing firms. Given the limited research available on fees in the syndicated loan market we start by providing two stylized facts. First, fees are important; in our sample of US term loans and revolvers from 1986 to 2011 more than 80% of the loans have at least one type of fee. In particular, almost 50% of the loans carry a commitment fee, one third contain a letter of credit fee, almost 25% a facility fee and some syndicated loans even specify a “collateral monitoring fee” (see Figure 1). The mean values for these fees over the 1986-2011 period range from 16 bps (facility fee) to 177 bps (letter of credit fee) and are sizable compared to the average AISD of 190 bps. Indeed, for lines of credit, where fees are most prevalent, a borrower may pay for setting up the line of credit (upfront fee), for not using the line of credit (commitment fee), for using the line of credit (spread), for going above or below a certain threshold (utilization fee), for extending the line of credit (extension fee) and for cancelling the line of credit (cancellation fee). [Figure 1] 3 The AISD contains the spread and the facility fee. Since no facility fee is specified in this contract, the AISD reduces to the spread for this contract. 4 The AISU contains the commitment fee and the facility fee. Since no facility fee is specified in this contract, the AISU reduces to the commitment fee for this contract. 3 Second, we find that parameters used in the prior literature, such as the AISD and the AISU, are only aggregates of certain spread and fee components and ignore certain features of the overall borrowing costs. Figure 2 is a graphical illustration of the key spread and fee components that comprise the total cost of corporate borrowing in the syndicated loan market. In general, AISD comprises the spread and the facility fee, while AISU comprises the facility fee and the commitment fee. For a typical term loan a borrower pays a one-time upfront fee and an annual spread on the total borrowed amount. Thus, the AISD (spread plus facility fee) includes the spread, but ignores the upfront fee.5 A typical revolver loan comprises i) an upfront fee, ii) either a commitment fee (payable on undrawn amounts) or a facility fee (a fee payable both on undrawn and drawn loan amounts), iii) a spread on drawn amounts, iv) a letter of credit fee if the revolver loan contains a limit for letters of credit. Thus the AISD (spread plus facility fee) ignores both upfront fees and fees payable under drawn letters of credit. The AISU (commitment fee plus facility fee) ignores the upfront fee. [Figure 2] There is a broad literature on the effect of relationships on loan spreads both for small as well as large publicly traded firms.6 However, little or nothing is known about possible relationship benefits for fees. It is a testable hypothesis that these benefits also extend to discretionary fees charged by lenders. Our results corroborate this hypothesis. More specifically, we find that loan lending relationships reduce upfront fees (-16 bps) and letter of credit fees (-6 bps). These relationship effects are similar to the magnitude we observe for the AISD (-11 bps). 5 In very few cases (<10% of all syndicated loans) borrowers also pay a commitment fee or a facility fee on term loans, e.g. for forward term loans where the exact date of drawing is not predetermined. In these cases, the facility fee is also included in the AISD. 6 These studies include Petersen and Rajan (1994), Berger and Udell (1995), Cole (1998), Degryse and Van Cayseele (2000) and Bharath et al. (2009). 4 In other words, we ignore a sizable proportion of relationship benefits when we ignore fees. Moreover, the channels through which these relationship benefits accrue differ markedly from the channels observed for the AISD. For example, we find that the relationship effects for term loan upfront fees are higher for low liquidity borrowers as measured by their current ratio. This is consistent with the observation that lead arrangers of a syndication are exposed to the risk of failure in attracting sufficient participants to lay off part of the syndication risk. Since borrowers with low current ratios are more likely to default in the short term, the lead arranger is exposed to a higher syndication risk. We then focus more narrowly on the role of fees in providing liquidity to borrowers through corporate lines of credit. Under the liquidity insurance hypothesis (see, for example, Thakor and Udell (1987)), banks act as liquidity insurers to corporate borrowers. Risk-averse borrowers aim to smooth their costs over good states (no liquidity needs) and bad states (liquidity shock with high liquidity needs). However, private information about the likelihood of liquidity shocks prevents borrowers from being able to fully insure against such shocks. Banks will offer lines of credit with relatively large spreads and fees on drawn amounts and relatively low fees on undrawn amounts to facilitate self-selection of good and bad types in equilibrium. Relationship banking, by overcoming problems of asymmetric information, allows good types with a low risk of liquidity shocks to better smooth their costs.7 To operationalize this hypothesis, we introduce the variable “Excess AISD” for lines of credit, which is defined as the difference between costs on drawn amounts (AISD = spread plus facility fee) and costs on undrawn amounts (AISU = commitment fee plus facility fee). The 7 The same argument applies to the moral hazard dimension of lines of credit. Lines of credit which provide a high level of smoothing can cause illiquidity seeking by firms (Acharya et al. (2012)). If relationship banking helps to alleviate moral hazard concerns it should be associated with the use of lines of credit with a higher smoothing than for non-relationship lending. 5 insurance view of lines of credit predicts that the Excess AISD will be lower for relationship borrowers. As will be shown in what follows, this is exactly the result we find in our sample, i.e. relationship lending is associated with a significantly lower excess AISD and this excess AISD decreases in proxies for borrower opacity. We do find a relationship smoothing for letters of credit, but significantly lower in magnitude than for credit lines. In the final part of the paper, we go beyond the traditionally used measures of AISD and AISU and develop a new measure for the total cost of corporate borrowing. This new measure accounts for two stylized facts mentioned above: First, it incorporates various fees that have to be paid in addition to the loan spread. Second, it explicitly accounts for the fact that only a percentage of borrowers’ credit lines is actually drawn down and some other fraction is frequently used for letters of credit. We find that the difference between the AISD measure and our new measure is particularly important during recessions, which points to the crucial importance of fees during an economic downturn. Our paper is related to four strands of the literature: First, we provide further evidence on the importance of banking relationships. The theoretical literature on relationship benefits is largely silent about the components of the total cost of borrowing, i.e. spreads or certain fee components, through which relationship benefits should arise. The empirical literature has taken an agnostic stance and focuses almost exclusively on the AISD (examples include Ivashina (2009), Bharath et al. (2011), Santos and Winton (2008, 2009), Schenone (2011), Saunders and Steffen (2011)).8 We show that relationships matter for fees as well. Second, we add to the literature on long-term bank relationship smoothing of spreads. The empirical literature on this topic has provided evidence of loan rate smoothing over time 8 Notable empirical exception are the papers by Gatti et al. (2008) and Bord and Santos (2011). Gatti et al. (2008) look at upfront fees in project finance transactions and Bord and Santos (2011) analyze the impact of bank liquidity on the magnitude of credit line fees in the syndicated loan market. 6 (Berger and Udell (1992) and Berlin and Mester (1998, 1999)). These approaches observe spreads over time to identify smoothing over “good” and “bad” states of the economy. Looking at lines of credit allows us to identify smoothing by looking at loan contracts at a single point in time rather than rate setting at different points in time, which requires some identification of the time series uncertainties of “creditworthiness” states.9 Third, our paper adds to the growing literature on lines of credit, which can serve as precommitted debt capacity (Shockley and Thakor (1997), Holmstrom and Tirole (1998)), thereby having a role of liquidity insurance to corporate borrowers. Recent literature has also stressed the importance of asymmetric information and moral hazard in the use of lines of credit (Sufi (2009), Acharya et al. (2012)). The crucial role of screening and monitoring for lines of credit is at the heart of the importance of relationship lending. We add to this literature by documenting the importance of relationships for the pricing structure of lines of credit. Fourth, we develop a more complete measure of the costs of borrowing that produces a more extensive measure of borrowing costs than either the AISD or AISU. The rest of the paper is organized as follows: Section I develops the hypotheses, Section II describes our data set, Section III presents the empirical results. In Section IV we develop a new measure for the total cost of corporate borrowing and provide empirical tests and comparisons with the AISD. Section V concludes. 9 As an example, a line of credit contract to borrower A on December 3rd, 2011 might specify fees of 30 bps if undrawn and spreads and fees of 100 bps if drawn, while a line of credit to a similar borrower B, negotiated on the same date (i.e. December 3rd, 2011), might specify fees of 10 bps on undrawn amounts and spreads and fees of 120 bps on drawn amounts. Rather than analyzing a time series of loan contracts for both borrowers so as to identify relationship smoothing we can do this by directly analyzing these two contracts at the same time of origination. Specifically, we can directly see from the example above that there is more smoothing for borrower A than for borrower B because the Excess AISD for borrower A (100 bps – 30 bps = 70 bps) is significantly lower than for borrower B (120 bps – 10 bps = 110 bps). 7 I Hypotheses As argued above it seems a priori rational that if relationships reduce spreads the benefit would also extend to fees. Consequently our Hypothesis 1 is the following: Hypothesis 1 (H1: Relationship hypothesis): Relationship clients pay lower fees than nonrelationship clients. With respect to liquidity insurance, Figure 3 shows two alternative pricing structures for a line of credit. The pricing structure in the left-hand part is smooth, i.e. there is only a small difference between AISD and AISU in a no-liquidity-shock state and a liquidity-shock state. As we discussed earlier AISD equals spread plus the facility fee and AISU equals the commitment fee plus the facility fee, so that the difference between AISD and AISU equals the spread minus the commitment fee. The AISU represents the costs on undrawn amounts, i.e. the costs in a noliquidity-shock state whereas the AISD represents the costs on drawn amounts, i.e. the costs in a liquidity-shock state when the line of credit is drawn down. In contrast, the pricing structure depicted in the right-hand part of Figure 3 shows a stronger difference, with loan payments in the liquidity-shock state (AISD) far exceeding payments in the no-liquidity-shock state (AISU). Rationally, risk-averse borrowers would prefer the pricing structure shown in the left-hand part of Figure 3 to the pricing structure shown in the right-hand part of Figure 3, i.e. they would prefer a high level of smoothing (Thakor and Udell (1987)). [Figure 3] 8 In the context of our hypothesis, borrowers should prefer a low Excess AISD (the difference between spreads and fees on drawn amounts (AISD) and the fees on undrawn amounts (AISU)). If, however, borrowers have private information about the likelihood of a liquidity shock, which is not available to bank lenders, then lenders will offer two contracts to facilitate self-selection in light of adverse selection problems (see also Rothschild and Stiglitz (1976)). Without bank–borrower relationships, borrowers might have to choose a pricing structure from the right-hand side of Figure 3, i.e. a low level of smoothing, to signal their type. Relationship banking, by limiting the problems of asymmetric information among borrowers and lenders, allows borrowers to obtain revolving loans of the type depicted on the left-hand side of Figure 3, i.e. contracts that more fully insure against borrower liquidity shocks. Thus, in Hypothesis 2 we test the following: Hypothesis 2 (H2: Liquidity insurance hypothesis): The difference between fees and spreads paid on drawn amounts (AISD) and fees paid on undrawn amounts of lines of credit (AISU) should be lower for relationship borrowers. II Data and Definitions II.A. Data Sources and Sample Selection To investigate the effect of relationships on fees and measures of the total costs of borrowing, we construct a dataset using various data sources. We collect all syndicated loans issued by US non-financial firms during the 1986 to 2011 period from the LPC DealScan database. We obtain all spreads and fees as well as other relevant information including maturity, loan size, facility type, collateral and covenants. 9 Using the DealScan-Compustat Linking Database (Chava and Roberts (2008)) and extending it manually to 2011, we collect quarterly financial statement information from the merged CRSP/Compustat database for each borrower. The sample selection process is explained in detail in Appendix B. Starting with the universe of all non-financial borrowers, we include only LIBOR-based loans so as to have a comparable base rate (79,646 facilities remaining), loans to public firms where we have Compustat data available (38,574 facilities remaining) and an ultimate parent (38,278 facilities remaining). We drop first-time borrowers as they have no existing relationships by definition (29,372 facilities remaining). Finally, we keep only term loans and revolving loans10 in the sample and require that the key loan contract terms are not missing. We carefully control for mergers and acquisitions among banks using the National Information Center (NIC) database and information provided by the Federal Deposit Insurance Corporation (FDIC). The final dataset includes 24,719 loans from 4,215 borrowers of which 7,760 (31%) are term loans and 16,959 (69%) are revolving loans. Appendix B reports the availability of spread and fee components of our sample loans. Following Bharath et al. (2011), we construct a binary measure of relationship (Rel(Dummy)) that is equal to 1 if the lead arranger of the current facility has provided a syndicated loan to the same borrower during the prior five years.11 Using the matched CRSP/Compustat database, we obtain several firm characteristics that measure borrower risk. Specifically, we obtain total assets, a borrowers’ coverage ratio, leverage, profitability, tangibility, current ratio, market-to-book ratio, one-digit SIC code and borrower rating. These variables are described in detail in Appendix A. 10 We define term loans as all loans with type “Term Loan”, “Term Loan A”-“Term Loan H” or “Delay Draw Term Loan” as indicated in the facility table in DealScan. We define revolving loans as all loans with type “Revolver/Line < 1 Yr.”, “Revolver/Line >= 1 Yr.”, “364-Day Facility”, “Limited Line” or “Revolver/Term Loan” as indicated in the facility table in DealScan, see Appendix A for details. 11 If there are several lead arrangers Rel(Dummy) is equal to 1 if any of the lead arrangers has provided a syndicated loan to the same borrower over the previous five years. 10 II.B. Fee Types and Definitions Below we describe the various fee and spread components in more detail and describe how they relate to the different loan types. We focus on fee types which are present in at least 10% of the loans in our sample.12 (a) Spread over LIBOR: The spread over LIBOR is the interest margin above the interbank loan rate charged to borrowers on the drawn portion of the loan. (b) Upfront Fee: The fee paid by the borrower to lender(s) at the closing date. The fee will vary from transaction to transaction and will frequently vary within the same transaction based on the level of commitment offered by the lender (see Taylor and Sansone (2007)). (c) Commitment Fee: The commitment fee is paid by borrowers on unused loan commitments.13 Commitment fees are most frequently used in revolving credit facilities and are found in 68% of all revolvers. For term loans, such fees are only used where the exact date of drawing is not predetermined (6% of all term loans). (d) Facility Fee:14 As described by Taylor and Sansone (2007) a facility fee is “a fee paid on the entire committed amount, regardless of usage. It is often charged on revolving credits to investment grade borrowers instead of a commitment fee because these facilities typically 12 An example of a fee type that is available for less than 10% of the loans is the “collateral monitoring fee”, which is reported for 0.2% of all loans. Given the small number of observations it would be both uninteresting and impossible to draw robust conclusions about relationship benefits for such a fee type. 13 If a term loan has not been drawn down, the commitment fee is usually referred to as a “ticking fee” (Taylor and Sansone (2007)). 14 The facility fee is labeled “annual fee” in DealScan. We use the wording “facility fee” as this is usually used in the credit agreements. 11 have a competitive bid option (CBO).15 The lenders that do not lend under the CBO are still paid for their commitment.”16 Commitment fees and facility fees are usually mutually exclusive. In particular, revolvers contain one of these types of fees, but not both. We find that 97.4% of our revolving credit facilities have either a facility fee or a commitment fee.17 That is, 65.7% of the facilities include a facility fee (but not a commitment fee) and 31.7% a commitment fee (but not a facility fee). (e) Letter of Credit Fee: A letter of credit fee is paid for the issuance of a letter of credit. Letters of credit are written obligations of an issuing bank to pay a sum of money to a beneficiary on behalf of their customer in the event that the customer does not pay the beneficiary and therefore fulfills the same function as a bank credit guarantee. DealScan aggregates the spread over LIBOR and the fees into the AISD and the AISU using the following formulas:18 (1) AISD = Spread + Facility fee (2) AISU = Facility fee + Commitment fee The AISD is estimated to be a measure of the cost of lending for loans that are actually drawn. The AISU is estimated to be a measure of the cost of lending on undrawn lines of credit. 15 A CBO allows the borrower to solicit the best bid from its syndicated group for a given borrowing (Taylor and Sansone (2007). Therefore, the syndicated loan shares by the participants are backup shares in case no sufficient bids are obtained in any of these auctions. If, for example, two lenders each have a USD 50mn share of a USD 100mn revolver, each lender is still allowed to bid for a higher amount when the borrower requests liquidity from this line of credit. For example, in the extreme case, lender A might provide the whole USD 100mn financing if lender A bids for the total amount and lender B bids nothing. The facility fee is therefore used to ensure that the lenders that do not lend under the CBO are still paid for their commitment. 16 Revolver loans usually include various sub-limits which allow some flexibility for the borrower such as competitive bids, letters of credit, swingline or foreign currency. The draw-downs under the sub-limits cannot exceed the aggregate loan commitment made by the syndicate. 17 Approximately three percent have both types of fees included. 18 In particular, DealScan does not include the upfront fee in the AISD. 12 Conceptually, the AISU can be interpreted as an insurance premium paid by a potential borrower while the portion of the AISD which exceeds the AISU is a deductible that has to be paid in case of an insurance event, i.e. a borrower needs liquidity and actually draws down a loan. III Determinants of Loan Spreads and Fees III.A The Anatomy of Fees: Stylized Facts We start by describing some stylized facts about the anatomy of fees in the syndicated loan market. We discuss the frequency of fees, the magnitude of fees, the time-series behavior as well as cross-sectional differences with respect to non-price terms and borrower characteristics. [Table I] Panel A of Table I shows the spread and fee terms for our sample loans segregated into term loans and revolver loans. Among all fee types, the commitment fee is used most frequently (12,075 out of 24,719 loans = 49%) followed by the letter of credit fee (8,188/24,719 = 33%), the facility fee (6,044/24,719 = 24%) and the upfront fee (5,481/24,719 = 22%). As term loans are fully funded at origination and only rarely originated to be funded at some pre-determined future date, only a small number of term loans exist where DealScan records AISU, facility or commitment fees. For revolver loans, fees are much more prevalent, with the commitment fee being reported in 68% (=11,577/16,959) of the loans, the letter of credit fee in 48% (=8,188/16,959), the facility fee in 34% (=5,816/16,959) and upfront fees in 20% (=3,371/16,959) of all revolver loans. The average size of the different fee types vary significantly, ranging from 16 bps (facility fee) to 177 bps (letter of credit fee). The upfront fee 13 shows the strongest variation with the standard deviation exceeding the mean value (67 bps versus 59 bps). Panel B of Table I reports non-price features of our loan sample. Revolver loans are, on average, larger than term loans, have shorter maturities and are less likely to be secured. Numerically, they also have larger syndicates (based on the total number of participants). Moreover, borrower characteristics reported in Panel C of Table I show that revolving loans have larger interest coverage and lower leverage than term loans. They are also more likely to be made to investment grade borrowers. As can be seen from Table II, both spreads and fees show a significant time-series variation. All spread and fee types are larger during recessions with the most marked increase observed during the recent financial crisis from 2007 to 2009. Further, upfront fees have the highest time-series standard deviation while commitment fees have the lowest time-series standard deviation. [Table II] Finally, spreads and fees also differ substantially cross-sectionally. Table III provides a univariate analysis of our sample of syndicated term and revolver loans. We document that fee types and spreads show a markedly different behavior in their time series and in the crosssection. While spreads, letter of credit fees, facility fees and commitment fees are lower for larger firms, large borrowers pay, on average, higher upfront fees. This higher upfront fee is consistent with lead arrangers seeking compensation for being exposed to the cost and risk that they have to absorb the loan on their balance sheet if the syndication process is unsuccessful, i.e. does not attract sufficient participations in the loan. For example, a larger loan exposes the lead 14 arranger(s) to significant concentration risk and enhanced capital requirements. Loans with longer maturities have lower letter of credit fees. However, long maturity loans have higher commitment fees and upfront fees. While relationship borrowers pay 43 bps lower spreads on average than non-relationship borrowers, the difference between relationship borrowers and nonrelationship borrowers is smaller for letter of credit fees (27 bps) and upfront fees (20 bps) and significantly smaller for facility fees (3 bps) and commitment fees (3 bps). Letter of credit fees are the most cyclical, with fees during NBER-determined recessions being 38 bps above non-recession period fees. Upfront fees follow with a 28 bps difference and we observe a 23 bps difference for spreads and no significant difference for facility fees. We also find that non-investment grade borrowers not only pay higher spreads and letter of credit fees than investment grade borrowers but also significantly higher facility fees, commitment fees and upfront fees. Interestingly, borrower liquidity, as measured by the current ratio, is associated with significantly lower upfront fees (10 bps) while the difference in spreads is insignificant, a result which is consistent with the notion of upfront fees acting as a partial compensation for credit risk, concentration risk and capital requirement exposure during the syndication process. This heterogeneity among different fee types discussed above, while being only univariate in nature, indicates that aggregates such as the AISD and the AISU might not be sufficient to describe the pricing and fees which drive the time-series and cross-sectional behavior of the total cost of syndicated loan borrowing. [Table III] 15 III.B. Test of Hypotheses In this section we test the two hypotheses formulated in Section I: Hypothesis 1: In the first set of tests, we analyze cross-sectional determinants of loan spreads and fees using OLS regressions focusing on the effects of bank–borrower relationships on fees (Hypothesis 1). Previous papers have studied the effects of relationships on the AISD. By contrast, we decompose borrower costs into its separate components, i.e. spread, facility fees, commitment fees, letter of credit fees and upfront fees. [Table IV] We start by reporting results for the aggregates of AISD and AISU (columns (1) and (2) in Table IV). Consistent with recent studies (Bharath et al. (2011)) we find that relationships significantly reduce AISD. Specifically, after controlling for loan characteristics and borrower risk, relationship loans are associated with an 11 bps lower AISD, the same value as reported in Bharath et al. (2011). However, the AISD is the sum of the loan spread and the facility fee. We report the relationship effect for these two parts separately in columns (3) and (4) of Table IV. Interestingly, the relationship benefit for loan spreads is 11 bps after controlling for loan characteristics and borrower risk, while the effect for the facility fee is not only small but relationship clients pay a marginally higher facility fee (1 bp) than non-relationship clients after controlling for loan characteristics and borrower risk. Further, we find that relationship lending is not associated with a lower AISU. As above, we decompose the AISU into its two fee components: the facility fee and the commitment fee. Interestingly, having a prior relationship actually increases the facility fee paid by borrowers to 16 lenders and does not have a significant effect on commitment fees. One possible interpretation of the result is that the facility fee and commitment fee is a compensation for the time and effort of the relationship lender for providing a loan commitment that is unlikely to be drawn except in liquidity shock circumstances. The relationship premium resembles an insurance premium against a future liquidity shock to the borrower. However, two fees, the upfront fee and the letter of credit fee, which are overlooked in the calculation of AISD and AISU on DealScan, are both favorably impacted by relationships in a multivariate setting. Having a relationship actually reduces a borrower’s upfront fees by 16 bps and its letter of credit fees by 6 bps, both significant at the 1 % level. A lower letter of credit fee suggests lower ongoing monitoring costs while lower upfront fees (which is a one-time payment by the borrower to the lender) suggests lower costs in organizing and structuring the syndicate.19 These savings are economically significant: A 16 bps decrease in upfront fees, for example, translates into one-time savings of USD 0.6mn for the average loan size of USD 355mn; a 6 bps decrease in letter of credit fees translates into yearly savings of USD 0.25mn for a letter of credit equal to the average amount of revolving loans (USD 393mn). Larger loans have lower spreads, lower facility fees and also lower commitment and letter of credit fees but loan size is not statistically significantly related to upfront fees. Similar to previous papers, we find that longer maturity loans carry lower spreads. Facility fees and letter of credit fees are also lower for longer maturity loans; however, commitment fees are significantly higher. This is intuitive given that banks make a longer-term commitment during which credit and liquidity shocks could adversely impact a borrower. Secured loans have higher spreads as 19 Upfront fees can also be seen as a component of a two-part tariff. Oi (1971) shows that a discriminating two-part tariff maximizes monopoly profits by extracting all consumer surpluses. A monopolist would effectively set the cost of borrowing equal to the marginal costs and extract the whole consumer surplus with an upfront fee. The relationship benefit for upfront fees can thus be interpreted as an indication against the argument of banks fully exploiting any potential monopoly power vis-à-vis relationship borrowers. 17 well as higher facility, commitment, letter of credit and upfront fees. These results are consistent with the interpretation that riskier borrowers have to pledge collateral. Table V provides results separately for term loans and revolvers. Importantly, relationship effects are much stronger for term loans than for revolvers. Term loans are on average smaller and extended to smaller firms (see descriptive statistics in Table I) and it is a well-established fact that relationship benefits are larger for smaller and more opaque firms (Bharath et al. (2011)). Another notable difference between term loans and revolvers is the effect of the loan amount on fees. A larger loan amount increases term loan upfront fees but decreases revolver upfront fees. A possible explanation is that term loans are fully funded from the first day onwards, which increases syndication risk and concentration risk for the lead arranger(s). Results for commitment fees, facility fees and letter of credit fees are only provided for revolvers as these fee types are rarely observed for term loans. Consequently, the results are very similar to the results from Table IV for the overall sample, i.e. relationship effects are significant for letter of credit fees but small to non-existent for commitment fees and facility fees. [Table V] Finally, we analyze the channels through which a relationship benefit to a borrower arises. We have established in Table IV and Table V that the aggregate relationship effect is economically significant for spreads, upfront fees and letter of credit fees while the benefit is significantly lower for commitment fees and facility fees. Disaggregating these effects can shed light on the underlying economics driving bank–borrower relationship benefits. In theory, relationship benefits should be greater when problems of information asymmetry and bank monitoring and information collection costs are most pronounced. We therefore introduce 18 interaction terms of the form X·Rel(Dummy) into our regression where X is a measure such as loan size, leverage ratio or maturity. Table VI reports the results. Relationship effects on term loan spreads are driven by many channels, among them maturity (larger relationship benefits for longer maturities), size (larger relationship benefits for smaller syndicates) and the coverage ratio (larger relationship benefits for borrowers with higher coverage ratios). In contrast, relationship benefits for upfront fees only arise from two channels: the liquidity of the borrower (as measured by the current ratio) and the number of lead arrangers. In particular, relationship benefits for upfront fees are larger for low-liquidity borrowers. Upfront fees compensate the lead arranger(s) for the credit, capital requirement and concentration risks arising during the syndication process. The more lead arrangers there are, the more those risks are shared. [Table VI] Hypothesis 2: Our second hypothesis is the liquidity insurance hypothesis, i.e. the difference between fees and spreads paid on drawn amounts (AISD) and fees paid on undrawn amounts of lines of credit (AISU) should be lower for relationship borrowers. Revolving lines of credit offer protection against liquidity shocks. If borrowers are faced with unexpected liquidity needs they offer liquidity at predetermined spread and fee terms. Similar to other insurance contracts, banks face a trade-off. While risk-averse borrowers will have an innate desire to smooth liquidity costs over good and bad states, offering such “smoothing” contracts will attract borrowers with a high risk of a liquidity shock. In a world without relationships, good borrowers with a low risk of a liquidity shock will tend to signal their quality by self-selecting into contracts with low fees on undrawn amounts and high spreads and fees on drawn amounts. However, by forming a 19 relationship with a bank to decrease asymmetric information vis-à-vis their credit and liquidity exposure types, relationship banking enables contracts that smooth fees and spreads over time. As discussed in Section I our key variable of interest is Excess AISD, defined as:20 Excess AISD = AISD – AISU. Excess AISD is the extra amount (in bps) a borrower has to pay in a liquidity-shock state (drawing on the revolver) versus a non-liquidity-shock state (not drawing on the revolver). Revolving lines of credit that smooth costs for relationship borrowers over different states of the world will offer a lower Excess AISD compared to signaling devices associated with asymmetric information in the absence of a relationship. Our key hypothesis is that relationship loans will be associated with a lower Excess AISD, especially for borrowers where opacity and asymmetric information is likely to be largest. Consequently, we compare the Excess AISD for relationship customers to the Excess AISD for non-relationship customers and analyze how relationship effects vary with proxies for borrower opacity. Figure 4 shows the univariate results. Panel A shows the Excess AISD for relationship and non-relationship loans by quartiles of the borrowers’ assets. The pattern shown demonstrates that, first, the Excess AISD is larger for smaller, more opaque borrowers. Second, the relationship effect on the Excess AISD is larger for smaller borrowers. This is exactly in line with the predictions of the liquidity insurance hypothesis. Alternative measures of borrower opacity confirm these results, e.g. relationship effects for the Excess AISD are larger for non-investment grade firms and non-rated firms than for investment grade firms (Panel B of Figure 4) and they are larger for firms followed by fewer analysts (Panel C of Figure 4). [Figure 4] 20 Our results also carry over to defining Excess AISD as a relative measure, i.e. Excess AISD = AISD / AISU. 20 In a multivariate set-up, we regress the Excess AISD for our sample of revolvers on a relationship dummy and controls for non-price terms and other borrower characteristics. The results are shown in Table VII. Column (1) provides the results using the relationship dummy as an independent variable, columns (2) to (4) use interaction terms between the relationship dummy and proxies for borrower opaqueness. As alternative measures of opaqueness we use size measured by the logarithm of total assets, a dummy if a company is not rated and the number of analysts following the borrowing firm. We find that relationship loans are associated with a 5 bps lower Excess AISD. Furthermore, relationships facilitate a reduction in the Excess AISD in particular for opaque borrowers where the problems of information asymmetry are likely to be largest. If a borrower is half as big as another borrower (measured by total assets) then the relationship effect on the Excess AISD is 3 bps larger.21 For non-rated firms the relationship effect on the Excess AISD is 9.1 bps larger than for rated firms and it is 0.7 bps lower for each additional analyst that covers the respective borrower.22 [Table VII] As a further robustness test we look at a sample of letters of credit. Standard letters of credit are simple contingent credit guarantees by the lenders that do not provide liquidity to the borrower. Consequently, smoothing arguments based on liquidity insurance should not apply to letters of credit. To operationalize this we introduce a dependent variable “Excess LCF” which is defined as the difference between the costs on drawn letters of credit (the letter of credit fee) and 21 The coefficient in column (2) of Table 8 is 4.257, therefore if the total assets of borrower A are 50% lower than the total asset of borrower B, the relationship effect for borrower A is 3.0 bps higher (ln(0.5)*4.257 bps = 3.0 bps). 22 These results are robust to instrumenting the relationship dummy using the distance between the lender and the borrowers’ headquarter. Results are available on request. 21 costs on undrawn letters of credit (the commitment fee). We construct a matched sample of revolving loans and letters of credit for our empirical test, i.e. we look at borrowers that have received a revolving line of credit and a letter of credit limit on the same day with the same maturity. Specifically, we regress Excess LCF on a relationship dummy, interaction terms of the relationship dummy with measures of borrower opaqueness and control variables. The results are reported in Table VIII. For each regression we also report the results from the borrower, date and maturity matched sample of revolving credit lines. Columns (1), (3), (5) and (7) report the results for the Excess LCF, columns (2), (4), (6) and (8) report the results for the Excess AISD. We do find significantly smaller smoothing for letters of credit, with the relationship effect on letters of credit being significantly weaker than that on revolving lines of credit. [Table VIII] IV. Measuring the Total Cost of Borrowing Our previous results show that fees are an important component of the cost of bank debt. What can a borrower expect to pay for each dollar borrowed? The answer is not trivial as it depends on the one hand on spreads and fees, and, on the other hand, on the utilization of the credit limit as agreed in the loan contract which determines the applicability of certain types of fees. In this section, we derive new measures of the total cost of borrowing (TCB) and compare them with the widely used AISD-measure for both term loans and revolvers. While omitting fees ceteris paribus leads to an underestimation of the true costs of borrowing, implicitly assuming that loans are fully drawn down will overstate them. We define the annual TCB on a loan as: TCB for term loans: TCB = UpfrontFee / Loan Maturity in Years + Annual Facility Fee + Annual Spread 22 TCB for revolvers without letter of credit: TCB = UpfrontFee / Loan Maturity in Years + Annual Facility Fee + (1- PDrawn) x Annual Commitment Fee + PDrawn x Annual Spread TCB for revolvers with a letter of credit sublimit:23 TCB = UpfrontFee / Loan Maturity in Years + Annual Facility Fee + (1- PDrawn) x Annual Commitment Fee + PDrawn x [ (1-LC-Limit) x Annual Spread + LC-Limit x Annual Letter of Credit Fee ], where PDrawn is the probability that the credit facility is going to be drawn down and LC-Limit denotes the percentage of the loan that can be used as a letter of credit by the borrower. In our empirical examples below, we set PDrawn to be 57% based on Mian and Santos (2012) who show that, on average, only 57% of a revolving facility is actually drawn down.24 The USD-amount of the LC-Limit is available in DealScan and we determine the percentage LC-Limit by dividing it by the total facility amount.25 The interpretation of the TCB-measure for term loans is straightforward: Using only AISD, which comprises the spread and the facility fee, will always understate the true costs of borrowing for term loans since it ignores the annualized upfront fee, i.e. the upfront fee divided by loan maturity. For revolvers, TCB is a weighted average of AISU and AISD with adjustments 23 It is straightforward to see that this formula also applies to term loans and to revolvers without letters of credit by setting the LC-Limit equal to zero and, for term loans, PDrawn equal to one. 24 PDrawn can be measured for each borrower individually subject to data availability. For example, one could use the historical draw down behavior of each borrower from the previous loans (as shown in the annual reports) and use this as a proxy for the next loans. 25 In approximately 10% of the facilities which have a letter of credit fee we do not find an LC-Limit in DealScan. In these cases we use the average LC-Limit. Dropping these observations leads to qualitatively and quantitatively very similar results. We also substitute missing values for the upfront fee by their predicted values based on the regressions (2) and (6) in Table V. Again, we obtain very similar results when restricting the sample to loans with non-missing values for the upfront fee. Results are available on request. 23 for the annualized upfront fee and the annual letter of credit fee.26 Therefore, TCB can be higher or lower than the AISD depending on the magnitude of these effects. We provide descriptive statistics for the new measure TCB along with AISD for a comparison from our sample of loans in Table IX. [Table IX] Panel A of Table IX reports the descriptive statistics. As expected, the mean TCB for term loans is 294 bps and therefore about 22 bps larger than the AISD. This implies, on average, USD 0.6 million higher costs per annum than suggested by the AISD based on the average term loan facility amount of USD 274 mn. The mean TCB for revolvers is 115 bps and about 38 bps lower compared to the mean AISD for revolvers. Panel B of Table IX reports univariate results comparing the AISD and TCB along various dimensions such as borrower size, relationship status or stage of the economic cycle. The results suggest that there are important differences between the AISD and TCB. For term loans, the relationship between maturity and AISD is positive and significant whereas the relationship between maturity and TCB is negative and insignificant. This is driven by the fact that the upfront fee, as a one-time payment, has a much larger per annum effect for short-maturity loans than for long-maturity loans. A similar effect can be observed for revolvers. For revolvers, the size effect is significantly smaller for the TCB compared to the AISD. This explanation is straightforward: While the spread for revolvers is negatively related to size, both upfront fees, commitment fees and letter of credit fees are positively related to size (see Table V) and all three fees are not 26 The TCB for revolvers without letter of credit sublimit can be rewritten as TCB = UpfrontFee/Maturity + (1PDrawn) x AISU + PDrawn x AISD. 24 included in the AISD. Finally, the TCB is more sensitive to changes in the economic cycle and increases substantially if the economy is in a recession. For term loans, the difference between the TCB in a recession period and the TCB in a non-recession period is 50 bps, while this difference is only 29 bps for the AISD. Upfront fees increase significantly during recessions and, equally important, maturities of loans shorten during recessions. For revolvers, the difference between TCB in a recession period and the TCB in a non-recession period is similar in absolute terms (23 bps). However, relative to the mean AISD of 153 bps and the mean TCB of 115 bps the effect is larger for the TCB (23/115 = 20%) than for the AISD (23/153 = 15%). These univariate effects are confirmed in a multivariate analysis (cf. Panel C of Table IX). The relationship effect is similar in magnitude, although slightly more pronounced, for the TCB than for the AISD. Table IX also implies that AISD and TCB differ in their level and relation to certain non-price terms and borrower characteristics. Figure 5 plots the yearly cross-sectional correlation between AISD and TCB. While the correlation between AISD and TCB is high during non-recession periods, we observe a significant decline in the correlation during recession periods. These results suggest that loan cost differentiation between borrowers occurs to a significant extent through fees that are not included in the AISD, and this effect is in particular important during recessions. V Conclusion The total cost of borrowing in the syndicated loan market comprises spreads and fees. Commonly used aggregates such as the All-In-Spread-Drawn (AISD) aggregate spreads and fees into a single aggregate number that ignores important fees charged by lenders such as upfront and letter of credit fees. While abundant research is available on the cross-sectional and time- 25 series behavior of aggregates such as the AISD, to our knowledge, almost no research has investigated the determinants of syndicated loan fees. This is an important topic because these fees are not only important parts of the total costs of corporate borrowing but also play an important role in driving the overall profitability of banks. First, we find that ignoring fees significantly underestimates the benefits to borrowers from lending relationships. Relationship lending is associated with lower upfront fees and letter of credit fees, although with little benefit in terms of commitment fees and facility fees. Moreover, the magnitude of these relationship effects is similar to those previously demonstrated for the aggregate AISD, which only incorporates the spread and the facility fee. Second, we find that the channels through which relationship effects operate are different from the channels observed for AISD in the previous literature. For example, relationship benefits in terms of upfront fee payments are particularly large for lower liquidity firms. This observation is consistent with the interpretation of upfront fees as compensation for the risk lead arrangers face during the syndication process. Third, we find evidence consistent with the liquidity insurance hypothesis. The liquidity insurance hypothesis implies that relationship lending, by reducing asymmetric information problems among lenders and borrowers, allows borrowers to obtain a lower cost coverage against unexpected liquidity shocks. That is, relationship lending allows borrowers to smooth their liquidity costs over time and over economic cycles by reducing the difference between the costs of drawn and undrawn lines of credit. We find evidence consistent with this hypothesis, specifically that relationship loans are associated with a significantly lower difference between costs on drawn and undrawn lines of credit. We also find that this effect is most pronounced for relatively opaque borrowers. These results suggest that relationship lending not only helps to 26 overcome asymmetric information about the creditworthiness of a borrower but also asymmetric information about the liquidity risk of a borrower. Finally, we develop an alternative measure to the widely used AISD, the total cost of borrowing (TCB), which includes all major fees typically charged in syndicated loan contracts. We demonstrate the particular features of this new measure. For example, the increase in the TCB during recessions is much larger than the increase in the AISD, largely because fees increase significantly during recessions and maturities of loans shorten, which in turn increases the impact of the upfront fee on the total cost of borrowing. Furthermore, the cross-sectional correlation between AISD and TCB also decreases significantly during periods of recession. Overall, these results suggest that analyzing fees in the syndicated loan market can provide important insights beyond the results obtained by analyzing partial aggregates such as the commonly used AISD. Fees are important determinants of the total cost of borrowing in the syndicated loan market and should not be ignored. 27 References Acharya, V., H. Almeida, F. Ippolito, and A. Perez, 2012, Credit lines as monitored liquidity insurance: Theory and evidence, Working Paper. Berger, A.N. and G.F. Udell, 1992, Some evidence on the empirical significance of credit rationing, Journal of Political Economy, 100, 1047–1077. Berger, A., and G. Udell. 1995. Relationship Lending and Lines of Credit in Small Firm Finance. Journal of Business 68:351–81. Berlin, M. and L. Mester, 1998, On the profitability and cost of relationship lending, Journal of Banking and Finance, 22, 873–897. Berlin, M. and L. Mester, 1999, Deposits and relationship lending, Review of Financial Studies, 12, 579–607. Bharath, S.T., S. Dahiya, A. Saunders, and A. Srinivasan, 2011, Lending relationships and loan contract terms, Review of Financial Studies, 24(4), 1141–1203. Boot, Arnoud, Anjan V. Thakor, and Gregory F. Udell, 1987, Competition, Risk Neutrality and Loan Commitments, Journal of Banking and Finance, 11,449-72. Bord, V.M. and J.A. Santos, 2011, Bank’s liquidity and cost of liquidity for corporations, Working Paper. Chava, S. and M.R. Roberts, 2008, How does financing impact investment? The role of debt covenants, Journal of Finance, 63(5), 2085–2121. Cole, R. A. 1998. The Importance of Relationships to the Availability of Credit. Journal of Banking & Finance 22:959–77. 28 Degryse, H., and P. Van Cayseele. 2000. Relationship Lending within a Bank Based System: Evidence from European Small Business Data. Journal of Financial Intermediation 9:90–109. Gatti, S., S. Kleimeier, W. L. Megginson, and A. Steffanoni, 2008, Arranger certification in project finance, Working Paper. Holmstrom, B. and J. Tirole, 1998, Private and public supply of liquidity, Journal of Political Economy, 106(1), 1–40. 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Winton, 2009, Bank Capital, Borrower Power, and Loan Rates, Working Paper. Schenone, C, 2011, Lending relationships and information rents: Do banks exploit their information advantages? Review of Financial Studies, 23(3), 1149–1199. Saunders, A., and S. Steffen, 2011, The costs of being private: Evidence from the loan market, Review of Financial Studies, 24(12), 4091–4122. Shockley, R. and A.V. Thakor, 1997, Bank loan commitment contracts: Data, theory and tests, Journal of Money, Credit and Banking, 29(4), 517–534. Sufi, A, 2009, Bank lines of credit in corporate finance: An empirical analysis, Review of Financial Studies, 22(3), 1057–1088. Taylor, A. and A. Sansone, 2007, The handbook of loan syndications and trading (McGraw-Hill, New York, NY). Thakor, A.V. and G.F. Udell, 1987, An economic rationale for the pricing structure of bank loan commitments, Journal of Banking and Finance, 11, 271–289. 30 Figure 1 Spread and fee components of US syndicated loans This figure depicts fee types and the proportion of syndicated loans where the respective fee type is available in DealScan. The column Percentage of contracts denotes the percentage of contracts where the respective fee is available in DealScan. The column Mean (in bps) denotes the mean of the respective fee type in basis points. Any fee is the percentage of syndicated loans where any fee is available on DealScan. The sample is based on term loans and revolvers in the US syndicated loan market from 1986 to 2011. For a detailed description of the sample and the availability of fees see Appendix B. 31 Figure 2 Spread and fee type patterns for term loans and revolver This figure illustrates the spread and fee type patterns used in US syndicated loans. “x” denotes that the fee type as indicated in the respective column header exists, while (x) denotes that the fee type as indicated in the respective column exists for some of the loans for the respective loan type. N denotes the number of facilities in our sample. The sample is based on term loans and revolvers in the US syndicated loan market from 1986 to 2011. For a detailed description of the sample see Appendix B. Loan types by fee pattern N Spread Term loan 7,052 x Revolver 1 3,952 x Revolver 2 4,554 x Revolver incl. letter of credit 1 1,430 x Revolver incl. letter of credit 2 6,589 x Other term loans/revolver 1,142 x Total 24,719 Facility fee Commitment fee Upfront fee Letter of credit fee (x) x (x) x x (x) (x) x x (x) x (x) (x) (x) AISU (dotted line) AISD (solid line) 32 (x) Figure 3 Lines of credit as insurance against liquidity risk This figure provides an illustration of the hypothesis based on the liquidity insurance view of the role of credit lines. The left-hand picture depicts a line of credit with a high level of smoothing and the right-hand picture depicts a line of credit with a low level of smoothing. AISU denotes the All-In-Spread-Undrawn. AISD denotes the All-In-Spread-Drawn. Excess AISD denotes the difference between the AISD and AISU. 33 Figure 4: Excess AISD by proxies for asymmetric information This figure depicts the Excess AISD for relationship loans (grey bars), non-relationship loans (red bars) and the difference between both (green bars). Excess AISD is defined as the difference between the AISD and the AISU. Panel A (upper left-hand picture) depicts results based on quartiles by total assets of the borrower. Panel B (upper right-hand picture) depicts results based on S&P ratings of the borrower. Panel C (lower picture) depicts the results based on quartiles by the number of analysts following the borrowing company. 34 Figure 5: Correlation between All-in-spread-drawn (AISD) and Total Cost of Borrowing (TCB) This figure depicts the correlation between the Total Cost of Borrowing (TCB) and the All-In-Spread-Drawn (AISD). The black line shows the yearly correlation for revolvers, the grey line shows the yearly correlation for term loans. Shaded areas depict years with NBER recessions. 35 Table I Summary statistics for key price terms, non-price terms and borrower characteristics This table provides summary statistics for key price terms, non-price terms and borrower characteristics. Column “(I) All loans” reports summary statistics for the total sample, column “(II) Term loans” reports summary statistics for term loans, column “(III) Revolver” reports summary statistics for revolvers. Panel A reports price terms, Panel B reports non-price terms and Panel C reports borrower characteristics. For variable definitions see Appendix A. (I) Variable Unit N Mean Basis points 24,719 Std.Dev. All loans P25 Median 87.50 175.00 P75 Panel A: Price terms AISD 190.42 128.74 275.00 AISU Basis points 17,262 31.03 19.50 15.00 25.00 50.00 Spread Basis points 24,719 186.36 130.65 75.00 175.00 275.00 Facility fee Basis points 6,044 16.18 12.80 8.00 12.50 20.00 Commitment fee Basis points 12,075 37.56 17.85 25.00 37.50 50.00 Letter of credit fee Basis points 8,188 176.83 97.86 100.00 162.50 250.00 Upfront fee Basis points 5,481 58.70 66.69 15.00 37.50 75.00 Panel B: Non-price terms Facility amount USD mn 24,719 355.34 532.95 59.18 163.11 400.46 Maturity Months 24,719 49.44 23.60 36.00 59.00 60.00 Secured 0/1 24,719 0.53 0.50 0.00 1.00 1.00 Sole lender (0/1) 0/1 24,719 0.15 0.35 0.00 0.00 0.00 Syndicate size Number 24,719 9.07 9.62 3.00 6.00 12.00 Lead size Number 24,719 1.47 1.07 1.00 1.00 2.00 Total assets USD mn 23,079 4,269.67 8,825.31 299.13 956.99 3,348.82 Coverage Percent 22,316 13.67 31.81 2.64 5.09 10.52 Leverage Number 23,057 0.33 0.24 0.16 0.29 0.45 Profitability Number 22,914 0.17 0.13 0.08 0.13 0.22 Tangibility Number 22,993 0.35 0.24 0.15 0.30 0.52 Current ratio Number 22,018 1.76 1.06 1.07 1.52 2.17 Market-to-book Number 19,972 1.67 0.89 1.12 1.39 1.89 Investment grade 0/1 10,961 0.49 0.50 0.00 0.00 1.00 Not rated 0/1 24,719 0.56 0.50 0.00 1.00 1.00 Panel C: Borrower characteristics 36 (II) Term loans Variable Unit N Mean Std.Dev. AISD Basis points 7,760 271.54 AISU Basis points 303 55.88 Spread Basis points 7,760 Facility fee Basis points Commitment fee Basis points Letter of credit fee Basis points 0 Na Na Na Upfront fee Basis points 2,110 77.69 83.19 25.00 Facility amount USD mn 7,760 273.90 446.05 45.45 Maturity Months 7,760 62.05 22.69 49.00 Secured 0/1 7,760 0.69 0.46 Sole lender (0/1) 0/1 7,760 0.16 Syndicate size Number 7,760 8.46 Lead size Number 7,760 1.54 Total assets USD mn 6,845 Coverage Percent Leverage Profitability (III) Revolver P25 Median P75 N Mean Std.Dev. P25 Median P75 135.40 175.00 250.00 325.00 16,959 153.31 106.68 62.50 137.50 225.00 27.93 37.50 50.00 75.00 16,959 30.59 19.03 15.00 25.00 50.00 270.59 135.58 175.00 250.00 325.00 16,959 147.82 108.34 50.00 125.00 225.00 228 27.18 19.24 12.50 25.00 37.50 5,816 15.75 12.28 8.00 12.50 20.00 498 52.30 26.44 37.50 50.00 75.00 11,577 36.93 17.10 25.00 37.50 50.00 Na Na 8,188 176.83 97.86 100.00 162.50 250.00 50.00 100.00 3,371 46.82 50.34 12.50 25.00 62.50 126.47 302.54 16,959 392.61 564.41 68.18 182.31 455.58 60.00 81.00 16,959 43.67 21.68 25.00 48.00 60.00 0.00 1.00 1.00 16,959 0.45 0.50 0.00 0.00 1.00 0.37 0.00 0.00 0.00 16,959 0.14 0.35 0.00 0.00 0.00 11.16 2.00 5.00 10.00 16,959 9.35 8.82 3.00 7.00 13.00 1.12 1.00 1.00 2.00 16,959 1.44 1.05 1.00 1.00 2.00 2,850.10 6,357.76 249.89 765.76 2,150.56 16,234 4,868.23 9,616.58 324.90 1,075.91 4,047.83 6,627 10.79 28.46 2.00 3.75 7.54 15,689 14.89 33.05 3.04 5.72 11.80 Number 6,841 0.40 0.27 0.20 0.37 0.55 16,216 0.30 0.22 0.14 0.27 0.40 Number 6,787 0.16 0.13 0.08 0.13 0.22 16,127 0.17 0.13 0.08 0.13 0.22 Tangibility Number 6,811 0.34 0.23 0.14 0.29 0.50 16,182 0.36 0.24 0.16 0.30 0.53 Current ratio Number 6,583 1.74 1.07 1.05 1.51 2.12 15,435 1.77 1.05 1.08 1.53 2.19 Market-to-book Number 5,551 1.60 0.82 1.11 1.36 1.80 14,421 1.70 0.91 1.13 1.40 1.92 Investment grade 0/1 3,053 0.21 0.41 0.00 0.00 0.00 7,908 0.60 0.49 0.00 1.00 1.00 Not rated 0/1 7,760 0.61 0.49 0.00 1.00 1.00 16,959 0.53 0.50 0.00 1.00 1.00 Panel A: Price terms Panel B: Non-price terms Panel C: Borrower characteristics 37 Table II Price terms by year This table provides mean values of the price terms (AISD, AISU, spread, facility fee, commitment fee, letter of credit fee and upfront fee) from 1986 to 2011. For variable definitions see Appendix A. The row “Total mean” provides the unweighted mean over all syndicated loans. The row “Stdev” provides the standard deviation of the yearly time series of mean values. The column Year is formatted in italic and marked with the word Recession if at least one month of the year falls within an NBER-defined recession. basis points Commitment fee basis points Letter of credit fee basis points basis points 37.50 119.33 153.32 159.61 141.29 155.31 157.53 146.24 136.16 139.56 151.93 141.31 166.90 201.38 187.15 176.19 200.30 212.20 199.54 178.29 176.30 192.35 237.59 385.73 314.38 232.81 Na 31.05 22.21 19.30 17.71 26.58 21.18 18.41 17.46 13.88 14.57 14.07 14.83 18.23 14.02 16.53 16.90 17.34 16.14 14.82 12.19 10.10 15.11 41.09 32.84 19.63 12.50 35.20 39.87 37.94 36.37 36.37 36.38 34.13 33.04 33.71 34.04 32.03 35.09 41.15 39.58 41.70 41.59 43.11 38.76 34.17 32.22 34.82 37.31 63.30 49.29 35.67 Na 115.00 156.56 132.67 139.51 159.43 168.99 150.35 146.85 137.30 152.22 138.66 165.29 200.98 210.66 205.35 209.06 218.15 175.77 145.76 135.88 142.89 199.90 330.52 276.11 197.18 Na 58.56 90.19 88.64 65.79 67.00 62.46 51.08 52.90 52.67 49.38 36.59 39.99 47.41 44.15 50.39 57.05 52.46 33.53 28.15 27.35 119.09 125.89 160.70 105.68 104.69 31.03 186.36 16.18 37.56 176.83 58.70 27.40% 34.59% 43.59% 21.77% 27.51% 57.45% Year AISD AISU Spread Facility fee Unit basis points basis points basis points 1986 1987 1988 1989 1990(Recession) 1991(Recession) 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001(Recession) 2002 2003 2004 2005 2006 2007(Recession) 2008(Recession) 2009(Recession) 2010 2011 37.50 124.88 157.49 163.06 144.52 160.45 162.22 150.59 141.53 143.92 155.86 145.10 170.41 205.86 191.15 183.12 206.50 217.27 203.76 182.01 178.73 194.17 239.30 388.88 317.55 235.93 12.50 36.90 38.17 38.14 35.57 37.48 36.37 32.13 29.25 27.64 27.69 26.08 28.57 34.00 29.45 29.35 30.01 33.00 30.67 27.85 26.27 27.37 34.29 61.42 46.76 32.10 Total mean Stdev (in% of total mean) 190.42 33.86% 38 Upfront fee Table III Stylized facts about spreads and fees This table provides a univariate analysis of spreads and fees. AISD denotes All-In-Spread-Drawn, AISU denotes All-In-SpreadUndrawn. For a variable definition see Appendix A. We report t-values based on Welch–Satterthwaite adjusted standard errors in parentheses. ***, **, * denote significance at the 1, 5 and 10 % level, respectively. Variable Size Total assets < median Total assets > median Difference Maturity Maturity < median Maturity > median Difference Relationships Rel(Dummy) = 0 Rel(Dummy) = 1 Difference Cyclicality No NBER recession NBER recession Difference Credit risk Investmentgrade Non-Investmentgrade Difference Liquidity Current ratio < median Current ratio > median Difference (1) (2) (3) (4) (5) (6) (7) AISD AISU Spread Facility fee Commitment fee Upfront fee Letter of credit fee 217.56 148.18 36.80 24.65 214.94 142.32 24.69 13.87 37.74 35.85 54.39 59.33 187.37 154.80 -69.38*** (-44.08) -12.15*** (-42.80) -72.62*** (-45.59) -10.82*** (-22.79) -1.88*** (-5.15) 4.94*** (2.66) -32.57*** (-14.30) 181.65 199.26 30.84 31.30 176.52 196.27 16.82 15.19 37.27 37.94 50.76 66.34 190.29 161.41 17.60*** (10.77) 0.46 (1.53) 19.75*** (11.91) -1.63*** (-5.06) 0.67** (-2.05) 15.58*** (8.74) -28.88 (-13.48) 222.41 180.98 35.87 29.73 219.51 176.58 18.85 15.75 39.44 36.93 73.03 53.06 197.53 170.37 -41.43*** (-20.75) -6.14*** (-17.29) -42.93*** (-21.25) -3.11*** (-5.98) -2.52*** (-6.79) -19.97*** (-9.21) -27.16*** (-10.83) 188.31 211.66 30.76 33.65 184.29 207.15 16.15 16.47 37.17 41.43 56.16 84.02 173.30 211.35 23.35*** (7.27) 2.89*** (4.94) 22.86*** (7.02) 0.31 (0.52) 4.25*** (6.49) 27.86*** (6.45) 38.06*** (9.39) 86.57 241.41 15.24 42.68 78.07 239.09 11.99 31.07 25.09 43.46 40.50 64.43 99.91 209.09 154.84*** (76.24) 27.44*** (72.76) 161.02*** (79.02) 19.08*** (20.56) 18.37*** (28.94) 23.93*** (8.67) 109.18*** (33.90) 184.31 183.66 -0.65 (-0.39) 29.46 31.64 2.18*** (7.04) 179.71 179.83 0.12 (0.07) 14.76 18.02 3.25*** (9.31) 38.52 36.00 -2.51*** (-7.21) 61.86 51.75 -10.11*** (-5.40) 179.66 171.11 -8.56*** (-3.76) 39 Table IV Effect of lending relationships on spreads and fees This table provides results of a linear regression of price terms on a relationship dummy and control variables. The price terms are the AISD, the AISU, the spread, the facility fee, the commitment fee and the upfront fee as indicated in the second row. For variable definitions see Appendix A. Fixed effects for year, loan purpose, loan type, one-digit SIC code and borrower credit rating are not shown. We report t-values based on standard errors clustered at the borrowing firm in parentheses. ***, **, * denote significance at the 1, 5 and 10 % level, respectively. Variable REL(Dummy) Log(Facility Amount) Log(Maturity) Secured (0/1) Sole Lender (0/1) Syndicate size Lead size Log(Total assets) Log(1+Coverage) Leverage Profitability Tangibility Current ratio Market-to-book Year fixed effects Loan purpose fixed effects Loan type fixed effects One-digit SIC code fixed effects Borrower credit rating fixed effects Observations R-squared Adj. R-squared (1) (2) (3) (4) (5) (6) (7) AISD AISU Spread Facility fee Commitment fee Upfront fee Letter of credit fee -10.626*** (-5.42) -10.272*** (-9.84) -12.137*** (-5.06) 52.495*** (25.06) -4.282 (-1.52) -0.356*** (-3.75) 3.236*** (3.99) -6.177*** (-5.23) -16.681*** (-12.49) 20.374*** (3.05) -25.913** (-2.29) -7.631 (-1.48) -3.972*** (-4.02) -5.066*** (-4.34) -0.244 (-0.72) -2.039*** (-9.27) -0.086 (-0.19) 9.384*** (23.15) -2.952*** (-6.21) -0.013 (-0.53) 0.538*** (3.93) 0.157 (0.76) -2.086*** (-9.76) 5.553*** (4.82) -1.270 (-0.73) -1.086 (-1.24) -0.158 (-0.83) -0.521*** (-2.64) -10.949*** (-5.60) -10.517*** (-10.01) -11.478*** (-4.79) 54.523*** (25.95) -3.883 (-1.38) -0.375*** (-3.94) 3.270*** (4.29) -6.554*** (-5.52) -16.771*** (-12.51) 19.785*** (2.93) -22.923** (-2.04) -7.372 (-1.43) -3.852*** (-3.86) -4.899*** (-4.21) 1.012** (2.01) -0.731*** (-2.90) -2.724*** (-4.14) 5.578*** (6.65) -2.125*** (-2.76) 0.022 (1.02) 0.157 (1.13) -0.424* (-1.80) -1.327*** (-3.82) 3.469* (1.73) -1.801 (-0.84) -2.652** (-2.37) 0.041 (0.13) -0.603** (-2.04) -0.644 (-1.59) -2.346*** (-8.36) 1.201** (2.30) 8.387*** (19.42) -3.780*** (-6.72) -0.007 (-0.17) 0.707*** (3.16) 0.622** (2.20) -2.140*** (-8.87) 5.524*** (4.40) -1.800 (-0.91) -0.050 (-0.05) -0.107 (-0.51) -0.329 (-1.37) -15.990*** (-5.92) -1.031 (-0.85) -1.432 (-0.59) 21.197*** (8.15) 7.817** (2.19) -0.118 (-1.33) 1.593** (2.36) 2.873** (2.24) -4.967*** (-2.82) -7.630 (-0.97) -23.119* (-1.69) -3.113 (-0.56) -3.018*** (-2.70) 3.239** (2.57) -6.294*** (-2.86) -17.527*** (-11.04) -10.555*** (-3.31) 58.153*** (25.00) -22.569*** (-6.53) -0.090 (-0.59) 6.463*** (5.26) 2.452* (1.70) -9.320*** (-7.37) 37.985*** (5.32) -17.589* (-1.73) -1.446 (-0.26) -2.416** (-2.38) -4.814*** (-3.94) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 18,433 0.61 0.61 13,451 0.57 0.57 18,433 0.62 0.62 5,134 0.51 0.50 8,987 0.40 0.40 3,987 0.34 0.33 6,361 0.57 0.57 40 Table V Effects of lending relationships on spreads and fees by loan type This table provides results of a linear regression of price terms on a relationship dummy and control variables split by loan type. Columns (1) and (2) report results for term loans and columns (3) to (7) report results for revolver loans. The price terms are the spread and the upfront fee for term loans and the spread, facility fee, commitment fee, upfront fee and letter of credit fee for revolvers as indicated in the third row. For variable definitions see Appendix A. Fixed effects for year, loan purpose, loan type, one-digit SIC code and borrower credit rating are not shown. We report t-values based on standard errors clustered at the borrowing firm in parentheses. ***, **, * denote significance at the 1, 5 and 10 % level, respectively. Term loans Variables REL(Dummy) Log(Facility Amount) Log(Maturity) Secured (0/1) Sole Lender (0/1) Syndicate size Lead size Log(Total assets) Log(1+Coverage) Leverage Profitability Tangibility Current ratio Market-to-book Year fixed effects Loan purpose fixed effects Loan type fixed effects One-digit SIC code fixed effects Borrower credit rating fixed effects Observations R-squared Adj. R-squared Revolver (1) (2) (3) (4) Facility fee (5) Commitment fee (6) Upfront fee (7) Letter of credit fee Spread Upfront fee Spread -18.879*** (-4.80) -3.656* (-1.82) -4.356 (-1.03) 48.111*** (11.91) -8.171 (-1.49) -0.799*** (-4.73) 0.914 (0.71) -9.709*** (-4.13) -24.308*** (-7.81) -6.162 (-0.52) -53.883* (-1.95) 6.995 (0.70) -6.421*** (-3.31) -6.155** (-2.35) -24.514*** (-5.15) 4.054* (1.88) -10.318** (-2.53) 23.950*** (4.16) 7.600 (1.21) -0.244** (-2.54) 1.240 (1.11) -1.768 (-0.69) -5.047 (-1.39) -22.776* (-1.65) -52.390* (-1.94) -5.583 (-0.52) -6.405*** (-3.22) 3.292 (1.26) -5.326*** (-3.20) -13.586*** (-11.58) -12.691*** (-5.42) 58.335*** (28.42) -1.308 (-0.53) 0.069 (0.73) 4.314*** (5.95) -5.903*** (-5.32) -13.223*** (-12.13) 33.522*** (5.50) -9.963 (-1.19) -14.940*** (-3.28) -2.592*** (-2.93) -5.322*** (-5.39) 1.115** (2.41) -0.713*** (-2.83) -2.898*** (-4.24) 5.870*** (6.96) -2.297*** (-3.08) 0.005 (0.23) 0.157 (1.20) -0.378 (-1.63) -1.275*** (-3.84) 3.331* (1.66) -1.424 (-0.68) -2.621** (-2.48) 0.085 (0.29) -0.599** (-2.06) -0.331 (-0.89) -2.361*** (-8.26) 0.751 (1.46) 7.907*** (19.14) -3.682*** (-6.59) -0.011 (-0.24) 0.689*** (3.15) 0.673** (2.38) -1.876*** (-8.37) 6.308*** (5.32) -2.812 (-1.54) -0.466 (-0.44) -0.237 (-1.20) -0.546** (-2.45) -8.727*** (-4.09) -6.551*** (-4.82) 8.542*** (3.22) 21.394*** (10.31) 5.676* (1.90) 0.273** (2.28) 1.922*** (2.63) 5.188*** (4.45) -5.253*** (-3.98) -2.040 (-0.31) -10.941 (-0.98) -0.543 (-0.12) -1.489 (-1.49) 2.725*** (2.59) -6.294*** (-2.86) -17.527*** (-11.04) -10.555*** (-3.31) 58.153*** (25.00) -22.569*** (-6.53) -0.090 (-0.59) 6.463*** (5.26) 2.452* (1.70) -9.320*** (-7.37) 37.985*** (5.32) -17.589* (-1.73) -1.446 (-0.26) -2.416** (-2.38) -4.814*** (-3.94) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 5,176 0.40 0.39 1,420 0.39 0.36 13,257 0.65 0.65 4,964 0.52 0.51 8,639 0.40 0.39 2,567 0.36 0.34 6,361 0.57 0.57 41 Table VI Channels of the relationship effect This table provides results of a linear regression of price terms on interaction terms between a relationship dummy and control variables from previous regressions (non-price terms, borrower characteristics). The control variables itself are included in the set of independent variables but coefficients are not shown for reasons of brevity. Columns (1) and (2) report results for term loans and columns (3) to (7) report results for revolver. The price terms are the spread and the upfront fee for term loans and the spread, facility fee, commitment fee, upfront fee and letter of credit fee for revolvers as indicated in the third row. For variable definitions see Appendix A. Fixed effects for year, loan purpose, loan type, one-digit SIC code and borrower credit rating are not shown. We report tvalues based on standard errors clustered at the borrowing firm in parentheses. ***, **, * denote significance at the 1, 5 and 10 % level, respectively. Revolver Term loans (1) (2) (3) (4) Spread Upfront fee Spread Facility fee (5) Commitment fee -6.941* (-1.78) -18.097** (-2.42) -11.457 (-1.31) 1.204 (0.11) 1.998*** (3.78) -15.069** (-2.31) 1.246 (0.33) -13.109*** (-2.61) -6.767 (-0.32) 30.936 (0.78) 34.389* (1.84) 5.829 (1.53) -3.252 (-0.66) 96.277** (2.37) 0.515 (0.10) -3.052 (-0.32) -17.840 (-1.59) 2.942 (0.21) 0.810 (1.37) -20.042*** (-2.97) -2.330 (-0.47) -9.722 (-1.36) 32.300 (1.14) 5.551 (0.11) 25.937 (1.13) 8.331* (1.85) 5.162 (0.86) 9.309 (0.17) 3.796 (1.58) -9.508*** (-3.31) -15.112*** (-3.87) 2.031 (0.42) 0.139 (0.49) -6.657** (-2.17) 0.493 (0.28) -2.860 (-1.42) 20.757* (1.79) -16.719 (-1.05) 1.735 (0.21) 3.103* (1.89) 1.359 (0.70) 17.132 (1.04) 0.364 (0.59) 0.757 (1.27) 4.798*** (2.60) 1.264 (0.77) -0.045 (-0.77) 0.748 (1.13) 0.394 (0.85) -1.484 (-1.64) -7.320 (-1.59) 0.670 (0.11) -0.493 (-0.19) -0.538 (-0.70) 0.332 (0.52) -2.424 (-0.50) -0.691 (-1.37) -1.380* (-1.84) 0.210 (0.25) 0.907 (0.92) 0.070 (0.85) -1.637** (-2.09) -0.004 (-0.01) -0.178 (-0.42) 2.724 (1.31) 4.377 (1.35) -1.976 (-1.07) -0.018 (-0.05) -0.357 (-0.86) 9.189** (2.24) Controls for non-price terms and borrower characteristics Yes Yes Yes Yes Yes Yes Yes Year fixed effects Loan purpose fixed effects Loan type fixed effects One-digit SIC code fixed effects Borrower credit rating fixed effects Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 5,176 0.41 0.40 1,402 0.41 0.37 13,257 0.66 0.65 4,964 0.52 0.51 8,639 0.40 0.40 2,567 0.37 0.34 6,361 0.58 0.57 Variables REL(Dummy) x Log(Facility Amount) REL(Dummy) x Log(Maturity) REL(Dummy) x Secured (0/1) REL(Dummy) x Sole Lender (0/1) REL(Dummy) x Syndicate size REL(Dummy) x Lead size REL(Dummy) x Log(Total assets) REL(Dummy) x Log(1+Coverage) REL(Dummy) x Leverage REL(Dummy) x Profitability REL(Dummy) x Tangibility REL(Dummy) x Current ratio REL(Dummy) x Market-to-book REL(Dummy) Observations R-squared Adj. R-squared 42 (6) Upfront fee (7) Letter of credit fee 8.281** 4.838 (2.33) (1.48) -10.119*** -21.448*** (-2.90) (-4.34) -11.270** -8.204* (-2.48) (-1.79) 7.393 3.718 (1.13) (0.54) -0.274 0.220 (-0.87) (0.50) -1.516 -2.783 (-0.41) (-0.77) -4.198* -3.140 (-1.65) (-1.31) 0.500 -4.796* (0.19) (-1.86) 26.734** 16.953 (2.01) (1.28) -0.662 -17.078 (-0.03) (-0.78) -4.042 7.253 (-0.40) (0.68) -0.040 4.227** (-0.02) (2.05) 2.124 -2.511 (0.92) (-0.98) 15.532 79.032*** (0.72) (3.27) Table VII Liquidity insurance hypothesis This table provides results for a regression of the excess AISD on a relationship dummy and interaction terms with the relationship dummy. The excess AISD (“Excess AISD”) is defined as the AISD less the AISU and it represents the difference between spreads and fees paid on drawn amounts and fees paid on undrawn amounts. A zero Excess AISD means that a borrower is fully insured against liquidity shocks, i.e. payments are independent of the state of nature (high/low liquidity needs). A high Excess AISD means that a borrower is not or is only partially insured against liquidity shocks, i.e. payments are much higher in the bad state (high liquidity needs) compared to the good state (low liquidity needs). Column (1) provides results based on the relationship dummy and control variables. Columns (2) to (4) report results for introducing interaction terms between the relationship dummy and proxies for asymmetric information. For variable definitions see Appendix A. Control variables (price terms and borrower characteristics), fixed effects for year, loan purpose, loan type, one-digit SIC code and borrower credit rating are not shown. We report t-values based on standard errors clustered at the borrowing firm in parentheses. ***, **, * denote significance at the 1, 5 and 10 % level, respectively. (1) Variables REL(Dummy) (2) Excess AISD -4.728*** (-3.18) REL(Dummy) x Log(Total Assets) Excess AISD -30.068*** (-5.64) 4.257*** (5.19) REL(Dummy) x Not rated (3) (4) Excess AISD Excess AISD 1.142 (0.52) -8.306*** (-4.33) -9.119*** (-3.11) REL(Dummy) x No. of analysts 0.749*** (3.94) Log (Total Assets) -8.648*** (-7.45) Not rated -20.294** (-2.34) No. of analysts -0.955*** (-4.85) Controls for price terms Controls for borrower characteristics Yes Yes Yes Yes Yes Yes Yes Yes Year fixed effects Loan purpose fixed effects Loan type fixed effects One-digit SIC code fixed effects Borrower credit rating fixed effects Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 13,257 0.61 0.61 13,257 0.61 0.61 13,257 0.61 0.61 13,257 0.61 0.61 Observations R-squared Adj. R-squared 43 Table VIII Robustness test using a matched sample of letter of credit sub-limits This table provides results for a regression of the excess AISD and the excess letter of credit fee on a relationship dummy and interaction terms with the relationship dummy. The excess AISD (“Excess AISD”) is defined as the AISD less the AISU and it represents the difference between spreads and fees paid on drawn amounts and fees paid on undrawn amounts. The excess letter of credit fee (“Excess LCF”) is defined as the difference between the letter of credit fee and the commitment fee and it represents the difference between fees paid on drawn amounts on letters of credit and fees paid on undrawn amounts of letters of credit. Columns (1), (3), (5), and (7) provide results for the excess letter of credit fee, columns (2), (4), (6), and (8) provide results for a matched sample of credit lines from the same borrower originated on the same date with the same maturity. Columns (5) and (6) include data from 1993 which is the first year where rating data is available on Compustat. For variable definitions see Appendix A. Control variables (price terms and borrower characteristics), fixed effects for year, loan purpose, loan type, one-digit SIC code and borrower credit rating are not shown. We report t-values based on standard errors clustered at the borrowing firm in parentheses. ***, **, * denote significance at the 1, 5 and 10 % level, respectively. Variables REL(Dummy) (1) (2) (3) (4) (5) (6) (7) (8) Letter of credit Credit line Letter of credit Credit line Letter of credit Credit line Letter of credit Credit line Excess LCF Excess AISD Excess LCF Excess LCF Excess AISD Excess LCF Excess AISD -5.151*** (-2.60) -7.636*** -3.86 -6.443 (-0.73) 0.214 (0.16) -1.171 (-0.38) -1.246 (-0.38) -3.593 (-1.44) -8.716 (-3.43) -4.944 (-1.27) -10.075** (-2.43) -0.378 (-1.12) 0.305 (0.91) -0.218 (-0.63) -0.756** (-2.19) REL(Dummy) x Log(Total Assets) Excess AISD -26.040*** (-3.05) 3.041** (2.26) REL(Dummy) x Not rated REL(Dummy) x No. of analysts Log (Total Assets) 0.736 (0.46) -4.293** (-2.54) Not rated -18.167** (-2.24) -14.816 (-1.48) No. of analysts Controls for price terms Controls for borrower characteristics Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Year fixed effects Loan purpose fixed effects Loan type fixed effects One-digit SIC code fixed effects Borrower credit rating fixed effects Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 6,361 0.53 0.52 6,361 0.56 0.55 6,361 0.53 0.52 6,361 0.56 0.55 6,004 0.54 0.53 6,004 0.57 0.56 6,361 0.53 0.52 6,361 0.56 0.55 Observations R-squared Adj. R-squared Difference between REL(Dummy) terms or REL(Dummy) interaction terms Prob > F -2.485* 0.093 2.827*** -5.131* 0.683*** 0.009 0.084 0.003 44 Table IX A Measure for the Total Cost of Borrowing This table provides results for both the AISD and the Total Cost of Borrowing (TCB). The TCB includes upfront fees, fees on undrawn amounts and letter of credit fees in addition to the components of AISD. Columns (1) and (2) provide results for AISD and TCB for term loans and columns (3) and (4) for revolver loans. Panel A reports descriptive statistics, Panel B reports univariate results and Panel C reports multivariate results. For variable definitions see Appendix A. Control variables (price terms and borrower characteristics), fixed effects for year, loan purpose, loan type, one-digit SIC code and borrower credit rating are not shown. We report t-values based on standard errors clustered at the borrowing firm in parentheses. ***, **, * denote significance at the 1, 5 and 10 % level, respectively. Term Loans Revolver (1) (2) (3) (4) AISD TCB AISD TCB N 7,760 7,760 16,959 16,959 Mean 271.54 293.54 153.31 115.42 Std.Dev 135.40 143.71 106.68 77.09 P25 175.00 200.81 62.50 54.28 Median 250.00 275.59 137.50 103.17 P75 325.00 354.46 225.00 162.85 275.40 248.05 296.50 271.28 188.48 110.78 137.70 88.22 -27.35*** (-8.70) -25.22*** (-7.50) -77.70*** (-50.56) -49.48*** (-43.60) 264.53 278.82 296.03 290.95 157.55 148.30 123.82 105.53 14.29*** (4.67) -5.08 (-1.56) -9.25*** (-5.67) -18.28** (-15.75) 291.99 264.18 318.00 284.74 182.55 145.48 136.67 109.74 -27.81*** (-7.67) -33.26*** (-8.69) -37.07*** (-18.30) -26.93*** (-18.73) 268.99 298.27 289.16 339.49 151.17 174.32 113.31 136.17 29.28*** (4.70) 50.33*** (7.57) 23.15*** (7.08) 22.86*** (9.17) 189.05 283.04 220.83 300.63 72.62 209.49 60.93 154.43 93.99*** (16.42) 79.80*** (12.70) 136.87 (65.24) 93.50*** (59.14) 275.12 250.14 -24.98*** (-7.74) 300.22 268.94 -31.28*** (-9.09) 145.08 155.81 10.73*** (6.32) 111.25 114.95 3.70** (2.99) Panel A: Descriptive statistics Panel B: Univariate tests Size Total assets < median Total assets > median Difference Maturity Maturity < median Maturity > median Difference Relationships Rel(Dummy) = 0 Rel(Dummy) = 1 Difference Cyclicality No NBER recession NBER recession Difference Credit risk Investmentgrade Non-Investmentgrade Difference Liquidity Current ratio < median Current ratio > median Difference 45 Panel C: Multivariate results Term loans REL(Dummy) Log(Facility Amount) Log(Maturity) Secured (0/1) Sole Lender (0/1) Syndicate size Lead size Log(Total assets) Log(1+Coverage) Leverage Profitability Tangibility Current ratio Market-to-book Year fixed effects Loan purpose fixed effects Loan type fixed effects One-digit SIC code fixed effects Borrower credit rating fixed effects Observations R-squared Adj. R-squared Revolver (1) AISD (2) TCB (3) AISD (4) TCB -18.942*** (-4.81) -3.510* (-1.74) -5.024 (-1.18) 48.306*** (11.95) -8.723 (-1.59) -0.790*** (-4.72) 0.888 (0.69) -9.678*** (-4.13) -24.337*** (-7.87) -5.567 (-0.48) -55.756** (-2.02) 7.082 (0.71) -6.410*** (-3.31) -6.342** (-2.43) -25.957*** (-6.40) -1.480 (-0.72) -55.838*** (-12.12) 55.164*** (13.26) -6.540 (-1.14) -0.823*** (-4.95) 0.976 (0.73) -10.137*** (-4.20) -25.173*** (-8.15) -9.479 (-0.80) -77.257*** (-2.77) 6.147 (0.60) -7.834*** (-3.87) -4.961* (-1.89) -4.813*** (-2.89) -13.446*** (-11.43) -13.813*** (-5.90) 55.503*** (27.11) -1.819 (-0.73) 0.090 (0.94) 4.282*** (5.39) -5.267*** (-4.76) -13.181*** (-12.16) 33.932*** (5.66) -13.006 (-1.54) -15.387*** (-3.40) -2.765*** (-3.20) -5.464*** (-5.45) -5.447*** (-4.68) -11.704*** (-14.08) -18.507*** (-11.22) 41.710*** (30.02) -1.272 (-0.72) 0.232*** (3.48) 3.681*** (5.47) -0.344 (-0.44) -10.518*** (-13.61) 20.485*** (4.61) -12.997** (-2.13) -9.944*** (-3.26) -2.335*** (-3.86) -2.144*** (-3.05) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 5,176 0.40 0.39 5,176 0.44 0.43 13,257 0.64 0.64 13,257 0.67 0.67 46 Appendix A Explanation of variables Variable Source Description General Revolver DealScan Term Loan DealScan Lead arranger DealScan REL(Dummy) DealScan Loans with type “Revolver/Line < 1 Yr.”, “Revolver/Line >= 1 Yr.”, “364-Day Facility”, “Limited Line” or “Revolver/Term Loan” as indicated in the facility table in DealScan Loans with type “Term Loan”, “Term Loan A”-“Term Loan H”,or “Delay Draw Term Loan” as indicated in the facility table in DealScan We follow Bharath et al. (2011) and define a lender as a lead arranger if at least one of the following conditions is met: 1) LeadArrangerCredit = Yes in the LenderShares table of DealScan, 2) LenderRole is equal to “Agent”, “Admin agent”, “Arranger” or “Lead bank” in the LenderShares table of DealScan, 3) the lender is the sole lender. Dummy equal to 1 if one of the lead arrangers of the current facility has provided a syndicated loan to the same borrower in the past five years Price terms AISD AISU Spread DealScan DealScan DealScan Facility fee Commitment fee Upfront fee Letter of credit fee Total cost of borrowing DealScan DealScan DealScan DealScan DealScan Non-price terms Facility amount Dealscan Maturity Secured (0/1) DealScan DealScan Sole Lender (0/1) DealScan Syndicate Size DealScan Lead Size DealScan Borrower characteristics Total assets Coverage Leverage Profitability Tangibility Current ratio Market-to-book Compustat Compustat Compustat Compustat Compustat Compustat Compustat Investment grade (0/1) Compustat Not rated (0/1) Compustat All-In-Spread-Drawn, defined as the sum of the spread over LIBOR plus the facility fee All-In-Spread-Undrawn, defined as the sum of the facility fee and the commitment fee Spread over LIBOR (non-LIBOR-based loans are excluded from the sample) paid on drawn amounts on lines of credit Fee paid on the entire committed amount, regardless of usage Fee paid on the unused amount of loan commitments Fee paid upon completion of a syndicated loan Fee paid on drawn amounts on the letter of credit sub-limit Total cost of borrowing taking into account the spread, the facility fee, the commitment fee, the upfront fee and the letter of credit fee (see Section IV for a definition) Facility amount in USD mn as indicated in the field FacilityAmt in the facility table in DealScan, adjusted for inflation in year 2005 dollars Facility maturity in months as indicated in the field Maturity in the facility table in DealScan Dummy equal to 1 if a facility is secured as indicated by the field Secured in the facility table in DealScan Dummy equal to 1 if a facility is provided solely by a single lender as indicated by the LenderShares table in DealScan Number of lenders (lead arranger and participants) of a syndicated loan facility as indicated by the LenderShares table in DealScan Number of lead arrangers of a syndicated loan facility as indicated by the LenderShares table in DealScan Total assets in USD mn, adjusted for inflation in year 2005 dollars Ratio of EBITDA to interest expenses Ratio of book value of total debt to the book value of assets Ratio of EBITDA to sales Ratio of property, plant and equipment to total assets Ratio of current assets to current liabilities Ratio of (book value of assets – book value of equity + market value of equity) to book value of assets Dummy equal to 1 if the S&P rating is BBB- or higher. For non-rated borrowers this dummy is equal to zero Dummy equal to 1 if no S&P rating for the borrower exists 47 Appendix B Availability of spreads and various fee types in the DealScan database This table presents descriptive statistics about the availability of spread and fee data in the DealScan database. The column Sample describes the restrictions on the sample selection. The column Loan Type denotes the loan type. N denotes the number of facilities. % of Sample denotes the percentage of Term Loans, Revolvers and Other Loans. AISD (0/1), AISU (0/1), Spread (0/1), Facility fee (0/1), Commitment fee (0/1), Upfront fee (0/1), and Letter of credit fee (0/1) denote the mean of a dummy variable which is equal to 1 if the AISD, the AISU, the spread (over LIBOR or a similar measure), a facility fee, a commitment fee, a letter of credit fee or an upfront fee is available in DealScan.1 For variable definitions see Appendix A. Facility CommitUpfront Letter of AISD AISU Spread fee ment fee fee credit fee Sample Loan Type N % of Sample (0/1) (0/1) (0/1) (0/1) (0/1) (0/1) (0/1) All Facilities 112,743 100% 0.79 0.36 0.71 0.11 0.28 0.17 0.15 Term Loan Revolver 36,040 64,689 32% 57% 0.86 0.84 0.02 0.60 0.77 0.74 0.02 0.17 0.05 0.45 0.20 0.17 0.00 0.23 Other 12,014 11% 0.34 0.06 0.32 0.04 0.10 0.10 0.11 LIBOR-based loans2 All Facilities 79,646 100% 0.99 0.45 1.00 0.14 0.35 0.17 0.17 Compustat data available All Facilities 38,574 100% 0.99 0.60 1.00 0.20 0.44 0.23 0.29 Ultimate parent available All Facilities 38,278 100% 0.99 0.60 1.00 0.20 0.44 0.23 0.29 Only repeated borrowers All Facilities 29,372 100% 0.99 0.61 1.00 0.22 0.43 0.21 0.29 Basic data items available3 All Facilities 24,719 100% 1.00 0.70 1.00 0.24 0.49 0.22 0.33 Term Loan Revolver 7,760 16,959 31% 69% 1.00 1.00 0.04 1.00 1.00 1.00 0.03 0.34 0.06 0.68 0.27 0.20 0.00 0.48 US-Sample, 1986-2011, Nonfinancials 1) 2) 3) Missing data for certain fee types can indicate non-existence of this particular fee type or a selection bias in the reporting of fees in DealScan. We manually investigated a random sample of 50 individual loan contracts which we obtained from EDGAR: Missing data with respect to commitment fees, facility fees and letter of credit fees in DealScan indicates non-existence of this fee type, i.e. there is no reporting bias of DealScan for these fee types. DealScan reports upfront fees for only 22% of all syndicated loans in our sample, however, from our random sample of loan contracts we find evidence that at least 80% contain an upfront fee. We searched the 10-K and 10-Q filings of the companies in our random sample for “Debt issuance costs” in the “Cash flows from financing activities” section of the statement of cash flows. The crosssectional correlation between the upfront fee reported in DealScan and the SEC filings is very high (~0.85), suggesting indeed that the information contained in DealScan is informative. We include only LIBOR-based loans to allow for a comparison of spreads across different loans. Out of the 33,097 loans discarded in this step, 47% are based on a benchmark other than LIBOR (e.g. Fed Funds rate or fixed rate loans) and 53% have missing information on the base rate. Based on a closer inspection of these latter loans the missing fields are indeed due to missing information and not to “pure fee” loans such as pure letters of credit. Maturity (1,186 missing), Loan amount (0 missing), AISD (273 missing), AISU for Revolver (2,716 missing), SIC-code (154 missing), exclude loan type = "Other" (1,198 facilities). Numbers in parenthesis sum up to more than the total number of excluded facilities due to multiple missing values on some facilities. 48
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