Creditor Rights and Aggregate Factors in Loan Terms

It is well known that conflicts of interests between borrowers and creditors can raise the cost of external financing. In this paper we provide new evidence that borrower-creditor conflicts of interests also affect the sensitivity of debt financing to aggregate business conditions. In the presence of incomplete contracts, creditors cannot fully observe or verify diversion of free cash flow by borrowers. Whereas strong creditor rights impose a high cost on defaulting borrowers, weak creditor rights enable borrowers to divert cash flows and avoid repayment more easily. When creditors cannot enforce their rights and assure repayment regardless of the individual borrower’s underlying financial condition, creditors may choose to rely more on verifiable, aggregate information in their lending decisions, resulting in less discriminate loan pricing. Alternatively, creditors with few protections may resort to more borrower-specific information gathering in an effort to select the best borrowers and mitigate conflicts of interest. We test these contrasting predictions in a sample of international and domestic syndicated bank loans. Based on our analysis of international and domestic syndicated bank loans and countryand state-level variation in creditor rights, we find that industry factors have a larger impact on loan spreads and other terms when creditor protections are weak. The findings demonstrate a new channel for the effect of conflicts of interest on bank lending and yield important implications for lenders, borrowers, efficiency of capital allocation, and systemic risk. JEL classification: G21, G32, K42, F34