Growth Opportunities, Leverage and Financial Contracting: Evidence from Exogenous Shocks to Public Spending Jeffrey Callen Rotman School of Management [email protected] Mahfuz Chy Rotman School of Management [email protected] Growth Opportunities, Leverage and Financial Contracting: Evidence from Exogenous Shocks to Public Spending Abstract This study examines how exogenous negative shocks to firms’ growth opportunities affect capital structure and financial contracting policy. Specifically, we exploit staggered shocks to firmlevel growth opportunities arising out of exogenous increases in state-level government spending driven by newly elected Senate/House committee members. Both difference-in-differences and Instrumental Variable techniques reject the hypothesis that firms’ leverage is inversely related to growth opportunities. We also fail to find support for the conjecture that bondholder-shareholder conflicts are mitigated by shorter-term debt maturities, convertible debt or public debt covenants. However, we do find that negative shocks to growth opportunities lead to a reduction in debt covenants for private loans consistent with the notion that bondholder-shareholder conflicts are managed through financial contracting policies. Our results are robust to a battery of sensitivity tests. 1 1. Introduction This study examines how negative shocks to firms’ growth opportunities affect capital structure and financial contracting policy in the context of a quasi-natural experiment ostensibly free from endogeneity concerns. Specifically, we exploit staggered shocks to firm-level growth opportunities arising out of exogenous increases in state-level government spending driven by newly elected Senate/House committee members. Our empirical results contrast with the extant literature in which the confounding effects of endogeneity are at issue. Specifically, we fail to find support for a negative relation between growth opportunities and firm leverage. We also fail to find support for the conjecture that bondholder-shareholder conflicts are mitigated by shorter-term debt maturities, convertible debt or public debt covenants. However, we do find that negative shocks to growth opportunities lead to a reduction in debt covenants for private loans consistent with the notion that bondholdershareholder conflicts are managed through financial contracting policies. Our results are robust to a battery of sensitivity tests. Neoclassical macroeconomics posits that government spending crowds out private investments; that is, when government spending increases, economic agents consume more and work less. Reduced labor lowers marginal productivity of capital and leads to a decline in optimal capital stock. This raises firms’ cost of capital, which in turn forces firms to reduce investments. In short, increased government spending reduces investment/growth opportunities for firms. Cohen, Coval, and Malloy (2011) (hereafter CCM) use the election of politicians into powerful Senate/House committees to identify exogenous changes to government spending. They show that when a powerful politician is elected into a Senate/House committee, her state receives significantly more federal funding. The election of politicians into Senate/House committees is 1 exogenous because it depends on seniority rules as well as the party in power. These two factors in turn depend mostly on the population of all other states and the age of the politician relative to other members in the committee. As a result, election to Senate/House committees is plausibly exogenous with respect to firm financing policies. CCM find that these shocks to government spending indeed significantly reduce growth opportunities in the private sector. More specifically, they observe a large decline in investments for firms located in states receiving government funding relative to firms located in other states. We first replicate CCM’s results and show that even after controlling for the determinants of corporate leverage, the election of powerful politicians into Senate/House committees causes a large decline in capital expenditures, R&D expenditures, and sales and employment growth. Next, we show that the election of powerful politicians into Senate/House committees is associated with a large and statistically significant decline in firms’ market-to-book ratio, the proxy most frequently used to measure growth options. We also find that other growth options proxies react similarly. These findings imply that the election of powerful politicians into Senate/House committees can be used to identify firms’ growth opportunities unencumbered by endogeneity concerns. Importantly, the shocks are staggered over time, spread out in geographic locations and are quite numerous. The treatment firms in one period become control firms in another period when chairmanships in congressional committees change and control firms become treatment firms over the years. These features, along with the unexpected nature of the shocks, provide a powerful environment within which to examine how adverse shocks to firm’s growth opportunities affect firm’s capital structure and financial contracting policies. 2 The prior empirical literature mostly finds a negative relation between firm’s growth opportunities proxies and financial leverage (e.g., Rajan and Zingales 1995; Goyal, Lehn, and Racic 2002). In sharp contrast, we do not find any support for a negative relation between growth opportunities and firm leverage. We conjecture that firms use financial contracting mechanisms ex ante to mitigate stockholder-bondholder conflicts that give rise to the negative effect of growth options on financial leverage in the first place (Myers 1977; Smith and Warner 1979; Billet et. al 2007). Since the costs arising out of stockholder-bondholder conflicts are ultimately borne by shareholders, the latter have an incentive to reduce the agency costs of debt by way of financial contracting. Supporting this notion, we find that negative shocks to growth options lead to a reduction in debt covenants for private loans. Interestingly, and in contrast to prior literature, we do not observe any significant effect of negative shocks to growth options on public debt covenants. This is consistent with private debtholders being more efficient monitors of debt covenants and having more effective coordination devices than public debtholders. The findings collectively suggest that firms employ debt covenants to circumvent the agency costs of private debt owing to the existence and exercise of growth options. In what follows, Section 2 provides a brief literature review and the hypotheses development. Section 3 describes the data and the estimation procedures. Section 4 and 5 give the empirical results. Section 6 concludes. 2. Literature Review and Hypotheses Development 2.1 The Relation between Growth Opportunities and Leverage 3 The literature offers two primary arguments rationalizing a negative relation between growth opportunities and leverage both of which are based on stockholder-debtholder conflicts. Myers (1977) argues that leverage induces an underinvestment problem for firms with growth opportunities. Specifically, shareholders of firms with value-enhancing growth opportunities have an incentive to underinvest if (some of) the investment benefits accrue to debtholders. To remedy this potential underinvestment problem, shareholders will choose to limit leverage ex ante before the growth opportunities are manifest or, alternatively, renegotiate the debt to reduce leverage ex post prior to undertaking the value enhancing investments. In an alternative argument, Jensen and Meckling (1976) argue that leverage induces shareholders to substitute more risky investments, such as high growth opportunity investments, for less risky investments to the detriment of debtholders. 1 As a result potential debtholders are less likely to lend to firms with growth opportunities unless fully compensated for the additional risk, thereby reducing shareholders’ incentives to use debt to finance growth opportunities. Empirical studies find evidence that is by and large consistent with the view that growth opportunities reduce leverage (see Frank and Goyal (2005) for a survey). For example, Rajan and Zingales (1995) find that the negative association between market-to-book, a growth options proxy, and leverage holds in all G7 countries. Goyal, Lehn, and Racic (2002) use the case of U.S. defense industry and show that when growth opportunities increased for these firms in the early 1980s, they used less debt. 2 1 See also Barnea, Haugen, and Senbet (1980) and Leland and Toft (1996). Some studies maintain that the stockholder-debtholder conflict may not be significant enough to have a discernible effect on firm leverage policy (Andrade and Kaplan 1998; Parrino and Weisbach 1999). Brealey and Myers (1996, 493) suggest that the underinvestment problem is likely to be unimportant to corporate debt policy unless firms are facing financial distress. Survey evidence by Graham and Harvey (2001) also indicates that managers fail to view the stockholder-debtholder conflict as being of importance to their capital structure decisions. 2 4 The literature also argues that firms will employ financial contracting mechanism in the form of debt covenants to mitigate stockholder-bondholder conflicts (Myers 1977; Smith & Warner 1979). Firms have incentives to agree to restrictive covenants because monitoring costs are ultimately borne by shareholders (Myers 1977). As argued by Smith & Warner (1979), debt contracts that contain restrictive covenants have “been in use for hundreds of years and evolved into most involved financial document ever devised.” The observed negative relation between growth options and firm leverage is, therefore, consistent with debt covenants being either too costly for firms to employ or too inefficient as ex ante contracting mechanism to fully mitigate stockholder-debtholder conflicts. In other words, if covenants mitigate stockholder-bondholder conflicts, one should not observe a strong relation between growth options and firm leverage. In support of this contention, Billett, King, and Mauer (2007) find that the negative association between growth options and firm leverage is attenuated by covenant protection in public debt. 3 One key challenge in interpreting the extant empirical results in the literature is that the availability of growth opportunities is unobservable to the econometrician. The literature has generally used market-to-book ratio as a proxy for growth opportunities. The underlying assumption is that market value captures the discounted cash-flows that the firm is expected to generate both with assets-in-place and with the optimal exercise of its growth options, whereas book value of assets is more likely to reflect the returns from assets-in-place. The ratio of market value of assets to the book value of assets, therefore, should be highly correlated with the crosssectional and temporal variations in the availability of firms’ growth options. 4 The literature has 3 In contrast, we do not find a significant effect of changes in growth opportunities on public debt covenants. However, market timing would also predict a negative association between market-to-book ratio and firm leverage, irrespective of the availability of growth opportunities. For instance, Baker and Wurgler (2002) argue that firms are 4 5 also employed other growth opportunity proxies. Examples include the ratio of capital expenditures to book assets, R&D expenditures to book assets, and capital expenditures to property, plant and equipment (PPE). 5 While these proxies are likely to be highly correlated with the availability of growth opportunities, it is unlikely that they capture the cross-sectional and temporal variations in growth opportunities without measurement error. 6 Measurement issues aside, exercise of growth options and firm financing policies are likely to be affected by a host of unobservable correlated variables because both the exercise of growth options and usage of debt in capital structures are choice variables to managers. All of these concerns make Ordinary Least Squares (OLS) regressions of firm leverage on growth option proxies sensitive to endogeneity concerns, making it difficult to interpret the coefficient estimates which could be asymptotically biased and possibly inconsistent. 7 Although simultaneous equation approaches are helpful, they do not necessarily completely eliminate endogeneity concerns. 2.2 Changes in Public Spending and Shocks to Growth Opportunities more likely to issue equity when their market values are high and repurchase equity when their market values are low (relative to past market values). 5 In an assessment of the suitability of growth options proxies, Adam and Goyal (2008) find that market-to-book ratio captures the underlying notion of growth opportunities more appropriately than all other proxies used in the literature. 6 In particular, accounting conservatism inherent in the measurement of these proxies may make them systematically biased upwards for some firms while underestimating the available growth opportunities for others. To illustrate, take the example of R&D expenditures. Firms are required to expense all of their in-house R&D expenditures on their income statement. However, in-process R&D obtained when acquiring another firm has to be recorded on the balance sheet. These accounting differences will make the cross-sectional and temporal calculation of R&D expenditures and the book value of assets systematically biased, making proxies for growth options based on these measures susceptible to measurement error. 7 Goyal, Lehn, and Racic (2002) use the defense industry in the 1980s as quasi-natural experimental setting to test how growth opportunities affect firm leverage. They argue that growth opportunities for firms in the defense industry increased exogenously in the 1980s due to Reagan defense buildup and subsequently deteriorated with the end of the cold war. Their findings generally support the negative effect of growth opportunities on firm leverage. However, their sample is very small, 61 treatment and 61 benchmark firms. As a result, it is not clear whether their findings can be generalized beyond defense firms. 6 CCM investigate whether public spending affects firm investment using changes in congressional committee chairmanships to measure exogenous shocks in state-level spending. They show that when a politician from a particular state is elected to congressional committees, her state receives significantly more federal funds in earmark spending, government transfers and government contracts. Subsequent to these increases in public spending, firms located in the state reduce investments. Reductions in investment are significant statistically and large economically. They argue that increased spending by the government increases the economic agents’ consumption and leisure and reduces the marginal utility of labor. This in turn causes a decline in the marginal productivity of capital, forcing companies to retrench investments. In other words, firms’ costs of capital rise following increases in state level federal spending, turning some investment projects that were otherwise positive NPV into unattractive investment projects. CCM further argue that congressional committee chairmanships are determined entirely by seniority rules; ascendancy in Senate/House committees could either result from resignation (or defeat/death) of the incumbent or a change in the party controlling the Senate/House. In particular, most politicians do not contest for elections in the year they ascend to these committees. “And because both of these events depend almost entirely on political circumstances in other states” (CCM, p. 1016), it is reasonable to assume that congressional committee chairmanships are exogenous to firm outcomes. They also argue that the economic conditions prevailing in the state do not influence the ascendancy of politicians in influential Senate/House committees. In particular, it seems unlikely that firms will manipulate (by lobbying or otherwise) the ascendancy of politicians into congressional committees to hurt their own performances, given that firm values decline substantially following the election of state politicians to influential Senate/House committees. 7 Given the arguments in CCM, we contend that changes in government spending, by increasing the cost of capital, unexpectedly lead to reduced growth opportunities. Viewing it from a real options perspective, the number of available real options (such as options to expand existing investments or make new ones) is likely to decline when firms experience increased government spending in their home states. 2.3 Hypotheses The above discussion leads to the following hypothesis expressed in the alternative: H1: There is a negative relation between firms’ growth opportunities and corporate leverage. Myers (1977) argues that shareholder-bondholder conflicts that induce an underinvestment problem are likely to be more severe for firms holding long-term debt than short-term debt. This is because when investment/growth opportunities arise, shareholders can wait to invest until after the debt overhang matures. Thus, firms subject to investment growth opportunities are likely to use less long-term debt and more short-term debt in order to alleviate the underinvestment problem. Similar arguments are advanced in Barnea, Haugen, and Senbet (1980) who propose that short-term debt and callable bonds could potentially reduce the agency costs of debt associated with growth opportunities. This argument leads to the following hypothesis. H2: There is a negative relation between firms’ growth opportunities and long-term corporate leverage. Aivazian and Callen (1980) argue that convertible debt could be used to mitigate Myer’s debt overhang problem by compensating shareholders ex ante for growth opportunities. Similarly, Green (1984) contends that convertible bond could circumvent the issue of asset substitution problem by aligning the objectives of debt- and equity-holders. This line of reasoning implies that 8 firms with growth options may use more convertible bond financing leading to our next hypothesis: H3: There is a positive relation between firms’ growth opportunities and convertible debt. Since the agency costs of debt arising out of stockholder-bondholder conflicts are ultimately borne by shareholders in a well-functioning capital market, it seems reasonable that the latter will attempt to mitigate these conflicts through financial contracting. Efficient contracting ex ante could eliminate or at least mitigate the concerns of debtholders that firms will take ex post actions detrimental to debtholders’ interest. This argument follows from the costly contracting hypothesis (Smith and Warner 1979). In particular, by employing restrictive debt covenants, firms could avoid/mitigate the agency costs of stockholder-bondholder conflicts. This mode of argument implies that negative shocks to growth options will also lead to a decline in restrictive covenants, particularly those that relate to the stockholder-bondholder conflicts arising out of the potential exercise of growth opportunities. We formulate the following hypothesis to test this prediction: H4: There is a positive relation between firms’ growth opportunities and debt covenants. Enforcement of remedial actions subsequent to debt covenant violations require coordination among debtholders. Because coordination among public debtholders is more costly and public debt covenants more boilerplate than for private debt, growth options may not have much of an impact on public debt covenants. In contrast, private debtholders are likely to have expertise in monitoring debt covenants and put more efficient covenants in place (Smith and Warner 1979). In addition, it is likely to be less costly for private debtholders to coordinate among themselves for remedial actions subsequent to the violations of debt covenants or enforce transfer of control rights relative to public debtholders. As a consequence, we conjecture that shocks to 9 growth opportunities are more likely to affect the debt covenants of privately placed loans than public debt. H5: There is a positive relation between firms’ growth opportunities and private debt covenants. 3. Data and Estimation Procedures 3.1 Sample and Variable Construction CCM collected more than 200 instances of changes in congressional committee chairmanships between 1967 and 2008. We exploit the attendant negative shocks to firms’ growth opportunities in order to investigate how shocks to growth opportunities influence firm leverage policy. 8 We begin our sample selection procedure by retrieving annual financial data items for all Compustat-CRSP merged firms for the period between 1967 and 2008 as in CCM. We drop financial and utility firms, firms with missing assets or sales, and firms located outside the U.S. We also require that the book value of assets be larger than $1 million. Further requiring the availability of control variables, we obtain a sample of 154,773 firm-year observations. 9 In our debt covenant analyses, we use the Mergent Fixed Income Securities Database (FISD) for public debt covenants and the Loan Pricing Corporation (LPC)’s DealScan for private debt covenants. DealScan does not cover data prior to 1982. Thus, our sample is reduced for the private debt 8 9 We thank CCM for making the data available. The number of observations in CCM is 168,975 as they include financials and utilities in their sample. 10 covenant tests. 10 We use the up-to-date DealScan-Compustat link as in Chava and Roberts (2008) to connect DealScan loans with Compustat’s identifier gvkey. The political spending shock variable, NegGrowthShocks, equals one for all firms located in a state if a senator (representative) from that state was appointed chairman or ranking minority member of an influential Senate (House) committee and zero otherwise. These committees include Finance, Veteran Affairs, and Appropriations (Ways and Means, Appropriations, and Energy and Commerce) for the Senate (House). We use the ratio of market value of assets to book value of assets (Market-to-Book) as the main proxy for growth options. Market-to-Book has been used by many prior studies to measure growth options available to the firm (e.g., Rajan and Zingales 1995; Goyal, Lehn, and Racic 2002). We also use the sum of capital and R&D expenditures scaled by book value assets, Investment, as an alternative measure of growth options. Prior literature has used both R&D and Capital expenditures as growth options proxies (Johnson 2003; Cao, Simin, and Zhao 2008). We follow prior literature in constructing our two key leverage measures Book Leverage and Market leverage (Lemmon, Roberts, and Zender 2008). Book (Market) Leverage scales the total amount of short- and long-term debt by Book (Market) value of assets. In further analyses, we use long-term leverage and convertible bond measures, which are constructed in a similar fashion. We construct covenant variables as the number of covenants employed in a firm’s loan portfolio in a given fiscal year. We assume that loan covenants agreed upon at the time of loan origination remain in force until the particular loan matures. To mitigate the skewness of the covenant counts, we take the log of (one plus) the number of covenants in effect for a firm’s loan 10 DealScan’s database actually starts from 1987. However some loans in DealScan originated between 1982 and 1987. As a result, we employ the 1982-2008 sample period for private debt covenant tests. In additional (untabulated) analyses, we restrict our sample to the 1987-2008 period and all inferences remain unaffected. 11 portfolio. We also construct a measure of covenant slack (SlackRank) following Vasvari (2006) and Callen et al. (2015). The measure SlackRank is increasing in covenant slack. Further details on the construction of SlackRank are provided in the appendix. We follow Lemmon, Roberts, and Zender (2008) and include LogSale, Profitability, Tangibility, Industry Median, CashFlowVol, DivPay as controls in our regressions. In addition, we also include Size and Age to control for the effects of firm scale and age. All variables are defined in the appendix. 3.2 Descriptive Statistics Table 1 reports the descriptive statistics. The mean value for NegGrowthShocks is 0.06, suggesting that 6% of firm-years are affected by the election of state politicians to influential Senate or House committee. This is very similar to the mean in CCM of 0.07. The standard deviation is also similar (0.24 vs. 0.255). Firms’ capital expenditures are 7% of assets on average. R&D expenditures as a fraction of assets are 4%. Employment growth for a representative firm is 10% and sales growth 25%. 11 Book (Market) leverage is 25% (27%), which is very close to the leverage ratios in Lemmon, Roberts, and Zender (2008). Other variables (LogSale, Profitability, Tangibility, CashFlowVol, DivPay, Size, Market-to-Book) also have similar summary statistics to those of Lemmon, Roberts, and Zender (2008). 3.3 Empirical Strategy Lemmon, Roberts, and Zender (2008) provide evidence that firms’ leverage policy are persistent and that time-invariant firm-specific factors explain a disproportionately large amount of variation in leverage relative to the determinants of leverage identified in the prior literature. To 11 These numbers are very close to CCM. They do not set missing value of R&D equal to zero, whereas we follow prior innovation literature and set missing values for R&D expenditures to zero. Following CCM in this case does not alter the inferences. 12 account for such time-invariant factors, we employ firm fixed-effects specifications. We estimate variants of the following specification: 𝑦𝑦𝑖𝑖,𝑡𝑡+1 = 𝛽𝛽0 + 𝛽𝛽1 𝐺𝐺𝐺𝐺𝐺𝐺𝐺𝐺𝐺𝐺ℎ𝑂𝑂𝑂𝑂𝑂𝑂𝑂𝑂𝑂𝑂𝑂𝑂𝑂𝑂𝑖𝑖𝑖𝑖 + 𝛽𝛽2 𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝐶𝑖𝑖𝑖𝑖 + 𝜇𝜇𝑖𝑖 + 𝜏𝜏𝑡𝑡+1 + 𝜖𝜖𝑖𝑖,𝑡𝑡+1 (1) where y is one of the outcome variables. The main coefficient of interest is 𝛽𝛽1 which captures the causal effect of growth opportunities on the particular outcome variable employed. In our OLS and Instrumental Variable (IV) estimations, we use Market-to-Book and Investment as proxies for growth options. 12 𝜇𝜇𝑖𝑖 captures firm fixed-effects and 𝜏𝜏𝑡𝑡+1 captures year fixed-effects. 𝜖𝜖𝑖𝑖,𝑡𝑡+1 is the error term that allows for within cluster correlations. We cluster standard errors by firm to mitigate the overstatement of test statistics due to within-cluster correlations (Petersen 2009). 13 Controls refer to time-varying determinants of financial leverage as identified in the prior literature. LogSale and Profitability both capture the availability of internal funds. When firms have internal funds, they may not seek outside sources of funding such as debt. This implies a negative association between these two variables and firm leverage. Tangibility is the amount of fixed tangible assets that could be used for collateral. We expect a positive association of Tangibility with firm leverage. Firms may tend to follow industry peers in capital structure decisions. Industry Median captures the median industry-year leverage ratio in the firm’s 3-digit SIC industry. We expect a positive association between Industry Median and firms’ use of debt. CashFlowVol is the extent to which firm’s earnings are volatile. Volatile earnings are riskier from debtholders’ perspective. As such, we expect a negative association between CashFlowVol and firm leverage. Size captures the scale of the firm. Larger firms are less likely to go bankrupt and, 12 In additional analyses, we also use the ratio of capital expenditures to property, plant and equipment (CAPEX/PPE) as another proxy for growth options. All inferences remain unaffected. 13 Inferences are not sensitive to clustering by state or state-year. 13 hence, have larger debt capacity. Thus, we expect a positive association between Size and leverage. Finally, we include Age as another control variable because older firms could face less information asymmetry, which allows them to tap into information-sensitive equity markets (Myers and Majluf 1984). This implies a negative association between Age and leverage. 3.4 IV Estimation Validity We argue that growth options measures (Market-to-Book and Investment) are likely to be systematically plagued by measurement error because it is unlikely that they capture the crosssectional and time-series variations in the availability of growth options to firms. To the extent that our instrument (NegGrowthShocks) is valid, we can mitigate the endogeneity arising from both measurement error and the simultaneity of growth options exercise and debt policy decisions.14 The validity of this instrument hinges on two crucial conditions: relevance and exclusion. The relevance condition requires that, conditional on all the covariates, the instrument strongly correlates with the endogenous regressor for which it instruments. We provide economic arguments from CCM as to why our choice of instruments should affect firms’ growth opportunities. We also show from our first-stage regression and the weak instruments test (AngristPischke F-test) that NegGrowthShocks strongly correlates with growth option proxies used in the prior literature. The exclusion restriction requires that, conditional on all the covariates, the instrument affects the outcome variable only through the endogenous regressor. To the extent that firms cannot manipulate the election of politicians to Senate/House committees, the assignment of firms into the treatment and control states satisfies the exclusion restriction. Importantly, the reduced 14 We also provide estimates in the reduced form (difference-in-differences estimates). 14 form estimates show no statistically significant effect of NegGrowthShocks on firm leverage, mitigating concerns about the exclusion restriction. 4. Empirical Analyses 4.1 Exogenous Political Spending as Growth Options Shocks Table 2 tabulates the effects of exogenous changes in public spending on firm investment and growth. Column (1) shows that firms decrease investment in fixed assets (capital expenditures) in response to an exogenous increase in public spending. The effect is statistically significant at the 1% level and economically meaningful. An average firm experiences nearly 7.5% (=0.00526/0.07) decline in capital expenditures following an increase in public spending. Similarly, R&D expenditures also go down by approximately 4.1% for a representative firm. Such large decreases in investments result in significant loss in sales growth and employment growth. Sale growth decreases by 7.6% while employment growth decreases by nearly 13.2%. Note that the magnitude of the adverse effects of public spending on investments and growth are very close to those found by CCM. Table 3 reports how proxies for growth opportunities react to an exogenous increase in public spending. Column (1) shows that the market-to-book ratio decreases by nearly 5.01%. The effect is statistically significant and economically meaningful. Investment decreases by nearly 6.33%. Similarly CAPEX/PPE also decreases as expected. These adverse effects on growth opportunities for firms located in treatment states obtain even after controlling for common determinants of leverage. Having replicated CCM’s findings in our setting, we now turn to our main tests. 15 4.2 Growth Options and Leverage 4.2.1 OLS Results We start by estimating Ordinary Least Squares (OLS) regression of leverage on growth opportunities proxy and other common determinants of leverage from prior literature. In these OLS regressions, we ignore the fact that growth opportunities and leverage are endogenously determined and refer to the tests as Naïve OLS regressions. For comparison, we benchmark our estimates with those in Lemmon, Roberts, and Zender (2008). Table 4 reports the estimates. Column (1) and (3) proxy growth options with the Market-to-Book ratio and Column (2) and (4) use Investment as the growth options proxy. In line with prior literature, we find that growth options are negatively associated with financial leverage. This relationship holds for both book and market leverage and for both proxies of growth opportunities. Returning to the control variables, all control variables have similar magnitude and sign as in Lemmon, Roberts, and Zender (2008, p. 1595). 15 The adjusted R-squareds for all specifications are also very similar to their study. 4.2.2 Reduced Form (Difference-in-Differences) and IV Estimates While the OLS estimates provide results that are very similar to prior literature, growth options are likely to be endogenous. As discussed, this endogeneity may come from omitted factors affecting both growth options and capital structure policies, measurement error of the proxies for growth options and the general non-observability of firm-specific growth opportunities to the researcher. Endogeneity may result in inconsistent and asymptotically biased parameter estimates, 15 Lemmon, Roberts, and Zender (2008) do not include Size (log of book assets) and Age in their regressions. However, both are likely to be associated with growth options (Berk, Green, and Naik 1999). As a result, we include them as controls. Omitting these variables yields very similar magnitude to and the same sign as Lemmon, Roberts, and Zender (2008) for all covariates in the regressions. 16 potentially leading to incorrect inferences. To see whether this is the case, we provide alternative difference-in-differences estimates for the effect of an exogenous reduction in growth opportunities on corporate leverage. Columns (1) and (4) of Table 5 report the results. Colum (1) and (4) regress book and market leverage on NegGrowthShocks, respectively, including firm and year fixed-effects and time-varying controls. If growth options indeed lead to a decrease in leverage, one would expect to see a positive and statistically significant coefficient estimate on NegGrowthShocks. However, we find that NegGrowthShocks appears to have a negative impact on book leverage and no statistically significant impact on market leverage. This finding is inconsistent with prior studies which find that growth opportunities reduce leverage. To provide more direct evidence on the effect of growth options on leverage, we turn to IV estimation. Columns (2)-(3) and (5)-(6) of Table 5 tabulate the results from 2SLS estimation. Similar to Table 4, we use the Market-to-Book ratio and Investment as proxies for growth options. The direction of the effect of growth options on leverage is similar to the difference-in-differences results; growth options appear to have a positive impact on book leverage and no statistically or economically significant effect on market leverage contrary to H1. 4.3 Additional Analyses 4.3.1 Long-term leverage One of the ways that firms could respond to changes in growth options is by adjusting their use of long-term debt. Myers (1977) suggests that long-term debt exacerbates the underinvestment problem. Additionally, risk-shifting incentives are likely to be more salient for long-term leverage. This implies that an adverse shock to growth opportunities may lead to a more pronounced increase 17 in long-term debt relative to short-term debt. To formally examine whether this is the case, we test how firms’ use of long-term leverage reacts to adverse shocks to growth opportunities. Table 6, Columns (1) and (2) report the results. Column (1) suggests that use of long-term book leverage did not change materially to these shocks. Column (2) finds the same inference for market leverage. Collectively, we find no evidence that shocks to growth opportunities induce a change in long-term debt. 4.3.2 Convertible Bonds Another way that firms could potentially adjust their debt policy in response to changes in growth opportunities is by adjusting their use of convertible debt (Aivazian and Callen 1980, Green 1984). By combining features of both equity and debt, convertible debt could lower the debt-equity conflict and reduce the risk-shifting incentives of shareholders. We examine this hypothesis in Columns (3) and (4) of Table 6. The evidence does not support the contention that firms adjust convertible debt as a reaction to shocks to growth opportunities. 4.3.3 Debt Maturity and Substitution Columns (1)-(2) of Table 6 examine whether the level of long-term debt changes following shocks to growth options. However, the long-term debt measure incorporates debt maturing in all fiscal years except the current year. It is conceivable that firms renegotiate to substitute near-term debt with very long-term debt after growth options shocks. If firms replace long-term debt with short-term debt, the ratio of long-term debt to short-term debt will change, but the level of total debt may not be affected. We examine how the ratio of debt maturing in more than five (three) 18 years to short-term debt changes in response to growth options shocks in Column 5 (6) and find no significant changes. 16 4.3.4 Cross-Sectional Variations So far in all analyses, we have employed firm fixed effects specifications in light of the finding in Lemmon, Roberts, and Zender (2008) that firm leverage policy is persistent and firm fixed effects explain most of the variations in firm debt policy. One concern with using firm fixed effects is that we exploit only within-firm variations in our empirical investigations. This could potentially throw away important cross-sectional variations that respond to growth options shocks. To examine whether this is the case, we employ less conservative tests by not including any fixed effects nor clustered standard errors. Our inferences remain unaffected (untabulated). 4.3.5 Local and Industry Shocks If contemporaneous shocks at the state level correlate with the growth shocks systematically and affect firm debt policy, then such contemporaneous changes may attenuate the estimated treatment effects in our tests, leading to misleading inferences. Ideally, we would like to include a set of state-year indicator variables to control for such contemporaneous shocks. Since our growth options shocks vary at the state-year level, inclusion of state-year dummies is not possible due to collinearity concerns. Instead, we follow the approach of Bertrand and Mullainathan (2003) and include state-year means of leverage for all firms located in a state (excluding the firm itself) in our regressions as controls. The idea is that if unobservable state-year shocks correlate with the growth options shocks and affect firm leverage, then such contemporaneous shocks are likely to affect all firms in a given state-year. Controlling for state16 We also consider other substitution of debt measures such as the ratio of debt maturing in more than two or four years to short-term debt changes. The inferences are similar to those reported in Table 6. 19 year average, thus, mitigates concerns about contemporaneous state level changes. Untabulated analyses show that all inferences remain unaffected. 4.3.6 Shocks to Lenders in the Same State One could argue that shocks to growth opportunities in a given state are also likely to affect the lenders in that state. Lenders in the same state may be financially constrained and advancing loans to the firms in the same state may not be a viable option. This may explain why we do not see any significant effect of shocks to growth options on firm leverage. Firms could, however, choose to place public loans instead of private loans to circumvent the unwillingness of lenders in the same state to advance loans. We investigate this issue in Table 7. Columns (1)-(2) test how the likelihood of having a public loan and the logarithm of (one plus) the number of public loans outstanding in the loan portfolio do not respond to changes in growth opportunities. The estimates suggest that firms do not issue more public loans. 5. Growth Options and Debt Covenants In this section, we investigate whether changes in growth options lead to changes in debt covenants in a firm’s loan portfolio. Covenants could serve as an efficient contracting mechanism to resolve stockholder-debtholder conflicts. Since we do not find a robust relationship between growth options and firm leverage, we conjecture that either growth options do not lead to stockholder-debtholder conflicts or that firms employ financial contracting mechanisms to mitigate these conflicts. 17 Prior literature suggests that firms agree to restrictive covenants to 17 Another possibility is that our research setting is not powerful enough to detect changes in firm leverage. However, as discussed previously, the shocks we employ are plausibly exogenous and result in large changes in growth options proxies used in prior literature. As such, it is unlikely that the shocks lack power. 20 alleviate debtholders’ concerns that shareholders might expropriate their wealth (Myers 1977; Smith & Warner 1979). This follows because the agency costs of debt are ultimately borne by shareholders. If the perceived benefits of covenant restrictions outweigh the associated costs of those covenants with respect to mitigating stockholder-debtholder conflicts, then shareholders are better off agreeing to restrictive covenants. We separately test for public and private debt covenants. Columns (3) of Table 7 tabulates the estimates for the effect of negative shocks to growth options on the likelihood that the firm’s public loan portfolio contains at least one covenant. Column (4) reports the effect on the log of (one plus) the number of debt covenants in a firm’s public debt portfolio. The estimates suggest that negative shocks to growth options do not induce a change in public debt covenants. In our next set of analyses, we investigate how the growth options shocks affect private debt covenants. Since DealScan does not cover the full sample period, the sample size is significantly smaller. This makes our tests less powerful for private debt covenants. First, we validate that the ascension of politicians constitute negative growth shocks even in the reduced sample. Table 8 shows that the NegGrowthShocks coefficient estimate is statistically significant across all specifications and the magnitudes of the coefficient estimates are generally similar to those for the full sample in Tables 2 and 3. Table 9 reports the effects of negative shocks to growth options on the use of debt covenants in private debt. DealScan reports three broad categories of debt covenants: financial, net worth and general covenants (sweeps). Column (1) regresses the logarithm of (one plus) the number of total financial covenants in a firm’s private loan portfolio in a fiscal year. Column (2) – (3) calculate the net worth covenants and sweeps in a similar fashion. We find a statistically significant impact of changes in growth options on the use of private debt covenants across all 21 three columns. The economic magnitude is also meaningful; the treatment effect lies between 3%4%. The results suggest that a decrease in growth options lead to a decrease in the use of covenants in private debt. The fact that we do not find an impact of growth options on public debt covenants but find such an effect on private debt covenants is consistent with private debtholders being more effective monitors. Private debtholders are also able to coordinate more effectively in order to take remedial/corrective actions subsequent to covenant violations. In Columns (1)-(2) of Table 10, we disaggregate the financial covenants into performance covenants and capital covenants following Christensen and Nikolaev (2012). Performance covenants serve as trip wires for transferring control rights to the lenders whereas capital covenants tend to align stockholder-debtholder conflicts. The estimates suggest that growth options shocks induce changes in both covenants. However, consistent with prior arguments, changes in capital covenants (3.4%) are higher in absolute magnitude than performance covenants (1.9%). Sweeps have covenants that are either related to dividend/payout or to assets sales, debt issuance and equity issuance. Myers (1977) provides intuition that dividend covenants could potentially mitigate stockholder-debtholder conflicts with respect to the exercise of growth options. We separate dividend covenants from all other covenants in sweeps and test how dividend covenants respond to changes in growth options. Column (3) of Table 10 shows that negative growth shocks lead to a significant decrease in the use of dividend covenants. We do not find any statistically significant effect for other types of sweeps (untabulated). One concern with the above results is that lenders may be agreeing to a decrease in covenants in exchange for greater restrictiveness of existing covenants. In other words, lenders may be removing extraneous covenants on the one hand but increasing covenant restrictiveness on the other hand. If that is the case, then one cannot argue from the evidence provided in this paper 22 that debt covenants mitigate stockholder-debtholder conflicts. Column (4) of Table 10 shows that negative shocks to growth options lead to an increase in covenant slack. That is, lenders agree to less restrictiveness of the remaining covenants in a firm’s loan portfolio. Overall, the analyses in this section suggest that firms mitigate stockholder-debtholder conflicts with respect to growth options ex ante by employing debt covenants in private loans. 6. Conclusion This study examines how shocks to firms’ growth opportunities affect capital structure and financial contracting policy in the context of a quasi-natural experiment ostensibly free from endogeneity concerns. Specifically, we exploit staggered shocks to firm-level growth opportunities arising out of exogenous increases in state-level government spending driven by newly elected Senate/House committee members. Both difference-in-differences and Instrument Variable techniques reject the hypothesis that firms’ leverage is inversely related to growth opportunities. 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Vasvari, Florin P. 2006. “Managerial Incentive Structure, Conservatism and the Pricing of Syndicated Loans.” London Business School. 25 Appendix: Variable Definitions Variable Definitions NegGrowthShocks = 1 for firms located in a state if a politician from that state is appointed as either chairman or ranking minority member in an influential senate or house committee, and zero otherwise. These committees include Finance, Veteran Affairs, and Appropriations (Ways and Means, Appropriations, and Energy and Commerce) for the Senate (House). Capital expenditures, scaled by the book value of assets; set to CAPEX/Assets zero if missing Research and development expenditures, scaled by the book R&D/Assets value of assets; set to zero if missing Year-on-year growth in employment EmpGrowth SaleGrowth Year-on-year growth in sales Leverage – Book Long-Term Book Lev Total short- and long-term debt scaled by the book value of assets Total short- and long-term debt scaled by the market value of assets. Market value of assets equals market value of equity at the fiscal year-end plus total short- and long-term debt. Total long-term debt scaled by the book value of assets Long-Term Market Lev Total long-term debt scaled by the market value of assets Convertible Bond - Book Total convertible bonds scaled by the book value of assets, set to zero if missing Total convertible bonds scaled by the market value of assets, set to zero if missing Log of sales Leverage – Market Convertible Bond – Market LogSale CashFlowVol Earnings before interest, taxes, depreciation, and amortization (EBITDA) scaled by the book value of assets Property, Plant, and Equipment (PPE) scaled by the book value of assets Standard deviation of current and last four years’ EBITDA DivPay =1 if the firm pays dividend, and zero otherwise Size Logarithm of the book value of assets Age No. of years a firm is in Compustat database Market-to-Book Investment Market value of assets to book value of assets. Market value is calculated as the Market capitalization at the fiscal year-end plus short- and long-term liabilities plus book value of preferred stocks minus deferred taxes and investment tax credits. (CAPEX+R&D)/Assets CAPEX/PPE Capital Expenditures scaled by PPE Profitability Tangibility 26 logFinCov = log (1+ # of financial covenants) logNWCov =log(1+# of net worth covenants) logSweep =log(1+all other covenants) logCapCov = log (1+ # of capital covenants) logPerfCov =log(1+# of performance covenants) SlackRank Measure of covenant slack, increasing in covenant slack (decreasing in tightness). Slack for the firm-year is calculated as the sum of slacks across all individual loan covenants. Slack for individual covenant with a maximum accounting number/ratio is calculated as follows: (Required – Actual) / Required, where Required is the accounting number/ratio that has to be maintained and actual is current accounting number/ratio from the financial statement. For covenants that specify a minimum accounting number/ratio, slack equals (Actual – Required) / Required. Since loan covenants are heterogeneous, we take the rank of firm-year slack (SlackRank). The rank is relative to the peers in SIC 3-digit industry-year. 27 Table 1: Descriptive Statistics Variable N Mean Std. Dev NegGrowthShocks 154773 0.06 0.24 CAPEX/Assets 154773 0.07 R&D/Assets 154773 EmpGrowth Median Min Max 0 0 1 0.07 0.05 0.00 0.41 0.04 0.08 0.00 0.00 0.50 144731 0.10 0.38 0.03 -0.62 2.33 SaleGrowth 153871 0.25 0.70 0.11 -0.65 5.15 Leverage – Book 154773 0.25 0.21 0.23 0.00 0.92 Leverage – Market 154773 0.27 0.25 0.21 0.00 0.90 Long-Term Book Lev 154773 0.19 0.18 0.15 0.00 0.79 Long-Term Market Lev 154773 0.20 0.21 0.13 0.00 0.80 Convertible Bond - Book 154773 0.02 0.06 0.00 0.00 0.38 Convertible Bond – Market 154773 0.02 0.05 0 0 0.32 LogSale 154773 4.62 2.18 4.60 -1.41 9.67 Profitability 154773 0.08 0.20 0.12 -0.94 0.41 Tangibility 154773 0.32 0.24 0.26 0.01 0.92 CashFlowVol 154773 0.08 0.12 0.04 0.00 0.83 DivPay 154773 0.40 0.49 0 0 1 Assets 154773 867.09 2704.83 89.61 1.79 19956 Age 154773 15.53 11.80 12 2 59 Market-to-Book 154773 1.56 1.57 1.03 0.28 10.15 Investment 154773 0.11 0.11 0.08 0 0.62 CAPEX/PPE 154773 0.27 0.21 0.21 0 1 Note: The table reports summary statistics for the empirical analyses. The sample period ranges from 1967 to 2008. All COMPUSTAT firms (excluding financials and utilities, firms located outside the U.S., and firm-years with missing sales and book value of assets) are included in the sample. All continuous variables, with the exception of Age, are winsorized at the 1% and 99% levels. See the appendix for variable definitions. 28 Table 2: Exogenous Changes in Public Spending as Growth Shocks (1) (2) (3) Variables CAPEX/Assets R&D/Assets SaleGrowth (4) EmpGrowth NegGrowthShocks -0.00526*** (-5.341) -0.00163*** (-2.634) -0.0190** (-2.350) -0.0132*** (-2.641) LogSale -0.00157** (-2.381) 0.0209*** (10.06) 0.184*** (47.60) -0.0490*** (-8.139) 0.0199*** (5.885) 0.00617*** (7.640) 0.000767 (1.171) -0.000272*** (-4.321) 0.0142*** (20.90) -0.123*** (-38.20) 0.0255*** (12.57) -0.0371*** (-8.839) 0.00853* (1.747) 0.00519*** (11.97) -0.0206*** (-26.58) 0.000705*** (14.51) 0.0162 (1.465) 0.764*** (23.25) -0.242*** (-7.741) -0.0719 (-1.186) 1.148*** (17.64) -0.0334*** (-5.645) 0.0380*** (3.632) -0.0128*** (-21.14) -0.146*** (-25.76) 0.558*** (39.17) -0.135*** (-7.586) -0.114*** (-3.273) 0.353*** (12.94) -0.00107 (-0.259) 0.165*** (30.94) -0.00836*** (-20.06) Profitability Tangibility Ind Median CashFlowVol DivPay Size Age Observations 154,773 154,773 153,871 144,731 Adjusted R-squared 0.547 0.832 0.262 0.191 Firm FE Yes Yes Yes Yes Year FE Yes Yes Yes Yes Note: The table reports estimates for the effect of adverse shocks to firm growth options (NegGrowthShocks) on investment and growth. The sample period ranges from 1967 to 2008. All specifications are estimated using OLS regression. Test statistics (two-sided) based on robust standard errors clustered at the firm level are reported in parenthesis. Asterisks ***, **, and * indicate statistical significance at the 1%, 5%, and 10% level respectively. See the appendix for variable definitions. 29 Table 3: The Effect of Exogenous Changes in Public Spending on Growth Options (1) (2) (3) Variables Market-to-Book Investment CAPEX/PPE NegGrowthShocks -0.0782*** (-3.732) -0.00697*** (-5.444) -0.0123*** (-4.571) LogSale -0.113*** (-5.997) 1.173*** (14.98) -0.413*** (-6.652) -0.606*** (-4.555) 2.041*** (15.71) 0.170*** (10.70) -0.190*** (-9.616) -0.0141*** (-9.870) 0.0124*** (11.92) -0.108*** (-25.01) 0.216*** (44.60) -0.0882*** (-11.46) 0.0285*** (4.391) 0.0115*** (11.64) -0.0202*** (-18.24) 0.000511*** (6.128) -0.0268*** (-12.05) 0.163*** (22.34) -0.184*** (-20.83) -0.0830*** (-4.910) 0.120*** (9.153) 0.0164*** (7.482) 0.0201*** (9.204) -0.00152*** (-8.191) Profitability Tangibility Leverage – Ind Median CashFlowVol DivPay Size Age Observations 154,773 154,773 154,773 Adjusted R-squared 0.559 0.655 0.434 Firm FE Yes Yes Yes Year FE Yes Yes Yes Note: The table reports estimates for the effect of adverse shocks to firm growth options (NegGrowthShocks) on proxies for growth options. The sample period ranges from 1967 to 2008. All specifications are estimated using OLS regression. Test statistics (two-sided) based on robust standard errors clustered at the firm level are reported in parenthesis. Asterisks ***, **, and * indicate statistical significance at the 1%, 5%, and 10% level respectively. See the appendix for variable definitions. 30 Table 4: Naïve OLS – Growth Options and Leverage 𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝐵 𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝑡𝑡+1 Variables (1) (2) Market-to-Book -0.00424*** (-6.421) -0.0189*** (-31.22) Investment LogSale Profitability Tangibility Ind Median CashFlowVol DivPay Size Age 𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀 𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝑡𝑡+1 (3) (4) -0.0222** (-2.114) -0.00493** (-2.059) -0.158*** (-20.99) 0.182*** (17.18) 0.289*** (13.43) 0.0148 (1.088) -0.0317*** (-10.72) 0.0378*** (14.43) -0.00213*** (-8.606) -0.00426* (-1.785) -0.165*** (-22.09) 0.189*** (17.22) 0.289*** (13.43) 0.00692 (0.508) -0.0322*** (-10.90) 0.0382*** (14.53) -0.00212*** (-8.574) -0.157*** (-14.78) 0.000277 (0.126) -0.220*** (-31.03) 0.165*** (14.85) 0.306*** (20.94) -0.00972 (-0.832) -0.0484*** (-14.69) 0.0564*** (22.01) -0.000335 (-1.203) 0.00398* (1.774) -0.260*** (-33.85) 0.207*** (17.82) 0.316*** (21.31) -0.0430*** (-3.593) -0.0498*** (-14.94) 0.0571*** (21.75) -0.000268 (-0.951) Observations 139,099 139,099 139,099 139,099 Adjusted R-squared 0.647 0.646 0.685 0.680 Firm FE Yes Yes Yes Yes Year FE Yes Yes Yes Yes Note: The table reports estimates for the association between growth options proxies and firm leverage. The sample period ranges from 1967 to 2008. All specifications are estimated using OLS regression. Test statistics (two-sided) based on robust standard errors clustered at the firm level are reported in parenthesis. Asterisks ***, **, and * indicate statistical significance at the 1%, 5%, and 10% level respectively. See the appendix for variable definitions. 31 Table 5: Exogenous Shocks to Growth Options and Leverage 𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝐵 𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝑡𝑡+1 Variables NegGrowthShocks Market-to-Book Investment LogSale Profitability Tangibility Ind Median CashFlowVol DivPay Size Age Reduced Form (1) 2SLS 2nd Stage (2) (3) -0.00571* (-1.763) 𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀 𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝑡𝑡+1 Reduced Form (4) 2SLS 2nd Stage (5) (6) 0.00146 (0.392) 0.0777* (1.692) -0.0192 (-0.420) 0.880* (1.773) -0.00455* 0.00263 -0.0159** 0.00189 (-1.911) (0.529) (-2.328) (0.842) -0.163*** -0.256*** -0.0675 -0.243*** (-22.09) (-4.564) (-1.240) (-31.93) 0.184*** 0.214*** -0.0110 0.172*** (17.35) (10.15) (-0.0996) (15.16) 0.291*** 0.337*** 0.369*** 0.332*** (13.56) (9.445) (7.482) (22.38) 0.00622 -0.145 -0.0153 -0.0467*** (0.456) (-1.583) (-0.801) (-3.855) -0.0325*** -0.0460*** -0.0426*** -0.0515*** (-11.03) (-5.371) (-6.645) (-15.43) 0.0386*** 0.0547*** 0.0568*** 0.0604*** (14.82) (5.402) (5.295) (23.31) -0.00212*** -0.00213*** -0.00247*** -0.000347 (-8.565) (-8.103) (-7.679) (-1.225) -0.219 (-0.416) 0.000260 (0.0579) -0.220*** (-4.040) 0.165*** (8.526) 0.306*** (4.783) -0.00932 (-0.104) -0.0483*** (-5.817) 0.0563*** (5.641) -0.000335 (-1.259) 0.00482 (0.662) -0.267*** (-4.522) 0.221* (1.872) 0.310*** (5.710) -0.0415** (-2.434) -0.0491*** (-7.360) 0.0558*** (4.872) -0.000238 (-0.638) Observations 139,099 139,099 139,099 139,099 139,099 139,099 Adjusted R-squared 0.646 0.03 0.03 0.679 0.26 0.24 Firm FE Yes Yes Yes Yes Yes Yes Year FE Yes Yes Yes Yes Yes Yes AP F-Stat 13.67 28.34 14.02 28.36 Note: The table reports estimates for the effect of adverse shocks to firm growth options (NegGrowthShocks) on firm leverage. The sample period ranges from 1967 to 2008. Columns (1) and (4) use OLS regression while Columns (2)-(3) and (5)-(6) use 2SLS regression. Test statistics (two-sided) based on robust standard errors clustered at the firm level are reported in parenthesis. Asterisks ***, **, and * indicate statistical significance at the 1%, 5%, and 10% level respectively. See the appendix for variable definitions and Table 3 for corresponding 2SLS 1st stage estimates. Angrist-Pischke (AP) F-test generates cluster-robust F-statistics for the null hypothesis that the instrument is weak. 32 Table 6: Reduced Form - Growth Options, Long-Term Leverage and Convertible Bonds Long-Term Leverage Convertible Bonds Maturity Substitution Variables (1) (2) (3) (4) (5) (6) 𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝑡𝑡+1 𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑡𝑡+1 𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝐵𝑡𝑡+1 𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑡𝑡+1 𝐷𝐷𝐷𝐷𝐷𝐷𝐷𝐷5𝑆𝑆ℎ𝑜𝑜𝑜𝑜𝑜𝑜𝑡𝑡+1 𝐷𝐷𝐷𝐷𝐷𝐷𝐷𝐷3𝑆𝑆ℎ𝑜𝑜𝑜𝑜𝑜𝑜𝑡𝑡+1 NegGrowthShocks LogSale Profitability Tangibility Ind Median CashFlowVol DivPay Size Age -0.00263 (-0.933) 0.00364 (1.109) -0.000583 (-0.502) 0.000328 (0.308) 0.00600 (0.695) 0.00607 (0.690) -0.0137*** (-6.854) -0.0766*** (-12.64) 0.171*** (18.93) 0.223*** (9.163) 0.0182* (1.693) -0.0259*** (-9.786) 0.0422*** (19.26) -0.00153*** (-7.315) -0.00842*** (-4.447) -0.137*** (-23.27) 0.169*** (17.44) 0.236*** (14.65) -0.0115 (-1.215) -0.0397*** (-13.42) 0.0577*** (26.36) -0.000184 (-0.762) -0.00136 (-1.539) -0.0305*** (-11.23) 0.00234 (0.740) -0.00370 (-0.536) 0.00869* (1.703) -0.00493*** (-4.677) 0.00861*** (8.918) -0.000168** (-2.219) -0.000362 (-0.542) -0.0274*** (-13.30) 0.000689 (0.248) 0.00533 (1.331) 0.00433 (1.168) -0.00611*** (-5.921) 0.00887*** (11.74) -0.000105 (-1.473) -0.0275*** (-4.965) -0.0171 (-0.886) 0.0667*** (2.723) 0.117*** (2.633) 0.0602 (1.348) -0.0130* (-1.772) -0.0133** (-2.224) -0.000613 (-1.049) -0.0280*** (-4.922) -0.0318 (-1.617) 0.0884*** (3.566) 0.148*** (3.266) 0.0767* (1.688) -0.0177** (-2.373) -0.00764 (-1.248) 0.000397 (0.670) Observations 139,099 139,099 139,099 139,099 130,579 130,579 Adjusted R-sq 0.629 0.653 0.428 0.445 0.221 0.226 Firm FE Yes Yes Yes Yes Yes Yes Year FE Yes Yes Yes Yes Yes Yes Note: The table reports estimates for the effect of adverse shocks to firm growth options (NegGrowthShocks) on long-term leverage, convertible bond and debt maturity. The sample period ranges from 1967 to 2008. All specifications are estimated using OLS regression. Test statistics (two-sided) based on robust standard errors clustered at the firm level are reported in parenthesis. Asterisks ***, **, and * indicate statistical significance at the 1%, 5%, and 10% level respectively. See the appendix for variable definitions. 33 Table 7: Public Debt Issuance and Covenants Public Debt Issuance (1) (2) Variables 𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝑡𝑡+1 𝑙𝑙𝑙𝑙𝑙𝑙#𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝐼𝑡𝑡+1 NegGrowthShocks LogSale Profitability Tangibility Leverage (Book) CashFlowVol DivPay Size Age (3) 𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡+1 (4) 𝑙𝑙𝑙𝑙𝑙𝑙#𝐶𝐶𝐶𝐶𝐶𝐶𝑡𝑡+1 -0.00331 (-0.222) 0.0374 (0.874) -0.413*** (-5.530) 0.437*** (9.086) 0.206* (1.809) -0.0478** (-2.149) 0.126*** (7.332) 0.0550*** (29.75) -0.000861 (-0.129) -0.000550 (-0.0589) -0.00313 (-0.357) -0.00266 (-0.678) 0.0443*** (3.675) 0.0135 (0.749) -0.00775 (-0.676) 0.0818*** (2.775) -0.00379 (-0.738) 0.0253*** (5.734) 0.00386*** (8.773) -0.00437 (-0.826) 0.0443*** (2.824) -0.0487* (-1.914) 0.00662 (0.399) 0.0555 (1.363) -0.00127 (-0.178) 0.0280*** (4.648) 0.00551*** (9.332) -0.000492 (-0.107) -0.00115 (-0.0840) -0.0784*** (-3.467) 0.119*** (7.914) 0.0542 (1.459) -0.00423 (-0.627) 0.0439*** (8.385) 0.0158*** (29.58) -0.0225 (-0.810) Observations 130,452 130,452 130,452 130,452 Adjusted R-squared 0.345 0.416 0.707 0.767 Firm FE Yes Yes Yes Yes Year FE Yes Yes Yes Yes Note: The table reports estimates for the effect of adverse shocks to firm growth options (NegGrowthShocks) on firm’s likelihood (frequency) of issuing public corporate bonds and the number of covenants associated with those issues. The sample period ranges from 1967 to 2008. All specifications are estimated using OLS regression. Test statistics (two-sided) are reported in parenthesis. Asterisks ***, **, and * indicate statistical significance at the 1%, 5%, and 10% level respectively. See the appendix for variable definitions. 34 Table 8: Growth Shocks for the Reduced Sample (1982-2008) (1) (2) (3) Variables CAPEX/Assets R&D/Assets Investment (4) Market-to-Book NegGrowthShocks -0.00487*** (-4.776) -0.00175** (-2.334) -0.00658*** (-4.671) -0.0638*** (-2.686) LogSale -0.000254 (-0.367) 0.00601*** (2.835) 0.188*** (45.31) -0.0277*** (-14.83) 0.00573 (1.150) 0.00375*** (3.990) 0.00168** (2.355) -0.00113*** (-16.29) 0.0132*** (17.08) -0.127*** (-35.20) 0.0297*** (11.54) -0.0112*** (-5.810) 0.0255*** (3.912) 0.00435*** (7.695) -0.0211*** (-23.46) 0.000694*** (10.87) 0.0132*** (11.54) -0.129*** (-27.71) 0.224*** (42.40) -0.0397*** (-13.52) 0.0342*** (3.805) 0.00808*** (6.871) -0.0202*** (-16.12) -0.000360*** (-3.547) -0.0617*** (-2.885) 0.933*** (10.93) -0.280*** (-3.833) -0.323*** (-6.171) 2.037*** (11.72) 0.154*** (7.613) -0.256*** (-11.45) -0.00989*** (-6.146) Profitability Tangibility Leverage - Ind Median CashFlowVol DivPay Size Age Observations 109,023 109,023 109,023 108,279 Adjusted R-squared 0.561 0.844 0.690 0.560 Firm FE Yes Yes Yes Yes Year FE Yes Yes Yes Yes Note: The table reports estimates for the effect of adverse shocks to firm growth options (NegGrowthShocks) on proxies for growth options. The sample period ranges from 1982 to 2008. All specifications are estimated using OLS regression. Test statistics (two-sided) based on robust standard errors clustered at the firm level are reported in parenthesis. Asterisks ***, **, and * indicate statistical significance at the 1%, 5%, and 10% level respectively. See the appendix for variable definitions. 35 Table 9: Growth Shocks and Private Debt Covenants (1) (2) (3) 𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙 𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙 𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙 Variables 𝑡𝑡+1 𝑡𝑡+1 𝑡𝑡+1 NegGrowthShocks -0.0412*** (-2.640) -0.0305** (-2.289) -0.0395* (-1.915) LogSale 0.0304*** (3.955) 0.0499** (2.272) -0.0906** (-2.060) 0.301*** (10.03) -0.100* (-1.804) -0.139*** (-8.416) 0.0832*** (8.286) 0.0292*** (25.23) 0.0256*** (4.598) 0.00283 (0.175) 0.0564* (1.698) 0.0806*** (3.694) -0.154*** (-3.630) -0.0506*** (-3.866) 0.0349*** (4.926) 0.00598*** (7.335) 0.0340*** (3.727) -0.0436* (-1.672) -0.138** (-2.476) 0.348*** (9.470) -0.0223 (-0.353) -0.204*** (-9.513) 0.111*** (9.415) 0.0322*** (22.71) Profitability Tangibility Leverage (Book) CashFlowVol DivPay Size Age Observations 95,468 95,468 95,468 Adjusted R-squared 0.645 0.509 0.672 Firm FE Yes Yes Yes Year FE Yes Yes Yes Note: The table reports estimates for the effect of adverse shocks to firm growth options (NegGrowthShocks) on firm’s use of private debt covenants. The sample period ranges from 1982 to 2008. All specifications are estimated using OLS regression. Test statistics (two-sided) are reported in parenthesis. Asterisks ***, **, and * indicate statistical significance at the 1%, 5%, and 10% level respectively. See the appendix for variable definitions. 36 Table 10: Growth Shocks and Private Debt Covenants - Disaggregation of Covenants (1) (2) (3) (4) 𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙 𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙 𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙𝑙 𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆 Variables 𝑡𝑡+1 𝑡𝑡+1 𝑡𝑡+1 𝑡𝑡+1 NegGrowthShocks -0.0337*** (-3.021) -0.0187** (-2.076) -0.0036*** (-3.164) 0.0164*** (2.716) LogSale 0.0300*** (5.555) -0.0367** (-2.480) 0.0254 (0.852) 0.303*** (4.703) -0.101*** (-2.635) -0.0368*** (-3.298) 0.0337*** (5.009) 0.0154*** (18.77) 0.0144*** (3.063) -0.0228* (-1.824) -0.0464* (-1.789) 0.262*** (4.694) 0.0159 (0.532) -0.0866*** (-8.616) 0.0594*** (9.555) 0.0195*** (25.53) -0.000241 (-0.629) 0.000507 (0.279) 0.000255 (0.130) 0.0102* (1.780) 0.00413 (1.412) -0.00276* (-1.664) 0.000919 (1.212) 2.47e-06 (0.0292) -0.00891*** (-2.977) 0.0155* (1.829) -0.00817 (-0.505) -0.252*** (-7.029) 0.0202 (0.938) 0.0420*** (7.317) -0.0270*** (-7.388) -0.0171*** (-37.37) Profitability Tangibility Leverage (Book) CashFlowVol DivPay Size Age Observations 95,648 95,648 95,648 95,648 Adjusted R-squared 0.593 0.618 0.427 0.639 Firm FE Yes Yes Yes Yes Year FE Yes Yes Yes Yes Note: The table reports estimates for the effect of adverse shocks to firm growth options (NegGrowthShocks) on firm’s use of private debt covenants. The sample period ranges from 1982 to 2008. All specifications are estimated using OLS regression. Test statistics (two-sided) are reported in parenthesis. Asterisks ***, **, and * indicate statistical significance at the 1%, 5%, and 10% level respectively. See the appendix for variable definitions. 37
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