We begin in this section with a presentation of the methodology we use to investigate whether investor diversity impacts the loan liquidity in the secondary market. This is followed by a presentation of our data sources and a characterization of our sample.
Methodology
Our methodology builds on the following model of loans’ bid-ask spreads:
$$ \begin{array}{@{}rcl@{}} BID&-&ASK_{l,b,t} = {\alpha} DIVERSITY_{l,b,t-1} + {\upbeta} SYNDICATE_{l,b,t-1} \\ &+& {\gamma} LOAN_{l,b,t} + {\lambda} BORROWER_{l,b,t-1} + Time_{t} + {\epsilon}_{l,b}. \end{array} $$
(1)
BID − ASK is the mean bid-ask spread on borrower b’s loan l over the year t. We measure this spread over the year because our information on loan investors is as of the year end. This is our measure of loan liquidity.Footnote 7
The key variable of interest in Eq. 1 is DIVERSITY. This variable attempts to capture the diversity of types of investors that own the loan. We expect diverse syndicates to contribute to loan liquidity. Investor diversity indicates differences in investors’ business model and specialization, which allow them to generate different information on the value of the loan and thus trigger trading. Further, if as we conjectured in the introduction information diversity engenders strategic complementarities in trading and information acquisition among investors, then we would expect investor diversity to be associated with higher loan liquidity.
We use two different, but complementary measures of loan investor diversity. The first measure is the number of different types of investors, TY PES, such as banks, CLOs, finance companies, loan mutual funds, hedge funds and pension funds, brokers, and insurance companies. The second measure is the Herfindahl-Hirschman index of the sum of the squared loan shares that each lender type owns, HHI. While the first measure focuses on the types of investors without accounting for their loan investments, the second measure gauges the degree of concentration of investor-type shares. If investor diversity matters, then we should find that loans held by more investor types and loans held by less concentrated syndicates in terms of investor-type shares to have a lower average bid-ask spread in the secondary market.
We attempt to identify the impact of investor diversity on loan liquidity controlling for a set of variables suggested by the literature on securities’ liquidity, which we discuss next. We start by discussing our syndicate-specific controls, SYNDICATE. We control for the share of the loan the arranger retains, ARRANGERSH, for two reasons. First, the size of arranger’s exposure to the loan will likely influence its incentives to gather borrower-specific information, and available theories suggest that the presence of informed investors can affect securities’ liquidity. Copeland and Galai (1983) and Glosten and Milgrom (1985), for example, show that the presence of information-motivated traders imposes adverse selection costs on dealers and other non-information motivated traders, driving up securities’ bid-ask spreads and lowering their liquidity. Admati and Pfleiderer (1988) and Holden and Subrahmanyam (1992), in contrast, show that when multiple informed investors compete with each other, and especially when there is a large uninformed investor base, the speed of the price discovery increases, lowering securities’ bid-ask spreads and increasing their liquidity. Second, sometimes the arranger of the loan also acts as a dealer for the loan. Therefore, the arranger will need to retain a portion of the loan to act as market maker in which case it will also affect loan liquidity in the secondary market.
We control for the number of top loan dealers, DEALERS, that are among the loan investors. We opt for controlling for this variable because we expect the number of dealers with a stake in the loan to be more informative than the often used number of dealer quotes in LSTA/LPC database (Wittenberg-Moerman 2008; Nigro and Santos 2009).Footnote 8 However, in the robustness tests we investigate what happens when we control instead for QUOTES, the daily average number of dealer quotes a loan received over the past year. In another test, we control for TRADING, the total number of trading days with price changes (i.e., today’s quote price minus yesterday’s quote price is not equal to zero) over the past year.
Next, we discuss our set of loan-specific controls, LOAN. We restrict our analysis to term loans. Nonbank lenders rarely appear in the syndicates of credit lines (Bord and Santos 2012), consistent with Holmstrom and Tirole (1997) and Kashyap et al. (2002) insight that banks are better positioned than non-bank lenders to provide liquidity to corporations. Also, only a small number of credit lines trade in the secondary loan market. Following Stoll’s (1978) and Ho and Stoll (1981) insight that dealers’ inventory costs are higher for riskier securities, and Bhasin and Carey (1999) and Wittenberg-Moerman (2008) evidence that riskier loans have higher bid-ask spreads, we control for the risk of the loan as determined by its arranger’s loan rating. Banks rate loans by assigning a portion of the loan into five categories: pass, PASS, special mention, SPECIALMENTION, substandard, SUBSTANDARD, doubtful, DOUBTFULL, and loss, LOSS. We complement these ratings with a set of dummy variables to account for the credit rating of the borrower.
Additionally, we distinguish term loans of type A, TLOANA, from those of type B, TLOANB, and those of type C, TLOANC, since these loans have different features and target different investors. For example, term loans A typically amortize evenly over 5 to 7 years. These loans are normally syndicated to banks along with revolving credits as part of a deal. Term loans B and C include second-lien loans and covenant-lite loans. They came into broad usage during the mid-1990s as nonbank institutional loan investor base grew. They usually involve a large bullet payment in the last year, allowing borrowers to defer repayment of a large portion of the loan. In the robustness tests, we further control for the lagged average price of the loan as quoted by dealers, PRICE, and the volatility of the loan price, PRICEVOL. While riskier loans will carry lower price and will also likely have more volatile prices, these variables may also be driven by the liquidity of the loan. It is for this reason that we only use them in our robustness tests.
We control for the size of the loan, LAMOUNT, the log of the loan amount. Larger loans are likely to attract more investors, and “safer” borrowers usually take out larger loans. Demsetz (1968) argues that the size of the order flow reduces dealers’ fixed costs of trading, and Wittenberg-Moerman (2008) finds that larger loans have lower bid-ask spreads. Further, we control for the number of years left until the loan reaches its maturity, MATLEFT, because liquidity likely decreases with the age of the loan. In the robustness tests, we allow for potential nonlinear effects of the loan age by including a dummy variable to isolate the first two years of the loan, ATORIGINATION, and a dummy variable to isolate the last two years before maturity, ATMATURITY. Loans are likely to be most liquid in the early years after origination, and their liquidity likely declines significantly as they approach the maturity date. For example, the bond literature documents that the age of a bond is inversely related to its liquidity. Sarig and Warga (1989) point out that bonds tend to be traded less and less over time as they are absorbed in the investors’ inactive buy-and-hold portfolios.
Lastly, we use a set of dummy variables to account for the purpose of a loan as different investors may specialize on loans taken out for different purposes. We distinguish loans for working capital, WORKCAP, mergers and acquisitions, M&A, recapitalization, RECAP, capital expenditures, CAPEXP, project finance, PROJFIN, and debt repayment, DEBPREPAY.
Our next set of controls accounts for borrower-specific factors, BORROWER. As we mentioned above, we use a set of dummy variables to account for the credit rating of the borrower. In contrast to our bank loan ratings, which cover all loans in our sample, only a subset of borrowers has a credit rating. However, firm credit ratings may still be informative because they are more granular than bank loan ratings. In addition, we use a set of dummy variables to account for the borrower’s main sector of activity as defined by 1-digit SIC code because investors may have preferences for different sectors of activities. We do not control for other borrower-specific variables because this would force us to rely on publicly listed borrowers and would reduce our sample significantly. As we will argue below, the absence of these controls is not critical for our attempt to investigate the impact of investor diversity on liquidity.
Finally, we include year fixed effects to absorb time heterogeneity at the yearly level, which is the frequency of our loan ownership data. The robust standard errors are all clustered at the borrower level in our regressions.
Accounting for loan ownership endogeneity
A potential concern with the methodology described so far is that it does not account for the endogeneity of investors’ investment decisions. For example, it is possible that the liquidity effect of investor diversity does not derive from the presence of different investor types, but is instead a result of investors’ borrower/loan selection decisions.
To reduce concerns with this problem, we carry out a set of robustness tests. In one test, we restrict the sample to a subset of homogeneous loans. In another test, we include loan fixed effects. Yet in a third test, we take advantage of the borrowers in our sample with multiple outstanding loans trading in the secondary market at the same time, and estimate our model with borrower-year fixed effects. To the extent that investors’ selection decisions are driven by borrower-specific factors, this test will account for those factors. That test will also alleviate any concerns with omitted borrower specific controls in our regressions.
Identifying the effect of loan ownership diversity
Another potential concern with our methodology is whether it identifies the effect of investor diversity. Even though we use two different measures of investor diversity, one may wonder whether a particular type of investors alone could drive our findings. To address this concern, we reestimate our model controlling for the share of the loan held by each investor type or the number of individual investors in each investor type. If a particular investor type were to drive our findings, then adding these controls should capture that effect and make our measures of investor diversity insignificant.
Data sources
The main data sources for this paper are the Mark-to-Market Loan Pricing Service jointly offered by the Loan Syndication Trading Association (LSTA) and Thomson Reuters Loan Pricing Corporation (LPC), and the Shared National Credit (SNC) Program run by the Federal Deposit Insurance Corporation, the Federal Reserve Board, and the Office of the Comptroller of the Currency.
Under an LSTA license, the LPC started to facilitate the daily mark-to-market process between loan dealers and investors through the creation of the LSTA/LPC Mark-to-Market Pricing Service in June of 1998.Footnote 9 The LPC/LSTA data provides information on the loan identifier (i.e., LIN number), bid and ask prices, and the number of dealers (i.e., the number of quotes) for each loan that is available to be traded on the market on a daily basis. The bid/ask prices are the average prices reported to the LPC by all the trading desks at institutions that make the market for the loan. Loan prices are quoted as a percentage of par. We use LSTA/LPC data to identify loans that trade in the secondary market and to get the daily bid and ask prices as well as the number of dealers offering quotes on each loan.
Since LSTA/LPC data does not contain information on loan investors, we use the SNC database to identify the portfolio of investors for each loan. The SNC program gathers confidential information on syndicated loans that exceed $20 million and are held by three or more federally supervised institutions at the end of the year. The program reports the identity of the borrower, the type of credit (e.g., term loan, credit line), its purpose (e.g., working capital, mergers and acquisitions), the outstanding amount, the origination and maturity dates, and the internal bank rating. In addition, the program reports information on the lead arranger and syndicate participants, including the share of the credit that they hold. We use this information to identify the portfolio of loan investors for each loan and track how this portfolio changes during the life of the loan.
We complement the SNC data with information from Moody’s Structured Finance Default Risk Service Database, the Intex Agency CDO deal library, and Standard and Poor’s Capital IQ. We use Moody’s and Intex’s databases to identify CLOs among the syndicate participants reported in the SNC program, and the Capital IQ database to identify private equity firms, hedge funds, and mutual funds among the syndicate participants. We also use Capital IQ database to gather credit rating information on borrowers with trading loans.
Sample characterization
To build our sample, we start out with all term loans with market data in the LSTA/LPC database over the 1998-2014 time period. We leave out credit lines because they are dominated by banks and only a reduced number of them trade in the secondary market. Next, we merge these loans with data from the SNC program to get information on their characteristics, their investors, and investors’ loan shares in each year. This leaves us with a sample of 3,044 loans from 1,805 corporations for a total of 6,084 loan-year observations. 751 of the corporations in our sample have at least two loans throughout the sample period. This set of firms, in particular the 497 of them which have more than one loan trading at a given year, is useful for our investigation — they allow us to isolate the effect of investors’ loan ownership on loan liquidity from the effect of investors’ (firm) investment selection. These 497 firms account for 1,201 of our 3,044 loans and 2,334 of the 6,084 loan-year observations.
Figure 1 plots the loan bid-ask spread against our two measures of investor diversity. In line with our expectation, this figure suggests that investor diversity improves loan liquidity. Loans with more types of investors and loans with a lower investor-type concentration have on average lower bid-ask spreads.
Table 1 characterizes our sample by comparing the 3,482 loan-year observations for loans with a number of investor types below the sample median of 6 (i.e. low investor type group) with the 2,602 loan-year observations for loans that have a number of investor types above the median (i.e., high investor type group). Panel A compares our loans for the secondary market variables we use in our study while panel B compares them according to their syndicate structure. Panels C and D, in turn, compare our loans according to their characteristics and borrower-specific factors, respectively.
Table 1 Summary statistics. This table presents summary statistics for the total sample, comparing term loans with investor types below vs. above sample median. See Appendix
for the definitions of all variables The result of the mean difference test on the bid-ask spread is in line with Fig. 1, namely, loans held by a more diverse set of investors are more liquid. As we can see from Panel A, the average bid-ask spread for loans in the low investor type group is 1.63%. In contrast, the average bid-ask spread for loans in the high investor type group is 1.13%, significantly lower than that for loans in the low investor type group (with a t statistic of -13.46).Footnote 10 In line with this insight, we see that the former loans receive fewer quotes from dealers (i.e., an average of 1.91 per day vs. an average of 3.96 per day for loans in the high investor type group), and are traded less often (i.e., an average of 19.98 days with price changes over the year vs. an average of 70.17 days for loans in the high investor type group).
Looking at the other mean difference test results reported in Table 1, we get a mixed picture. For example, we find that loans with more investor types are larger LAMOUNT, and have more years left before their maturity date, MATLEFT, two attributes believed to help with the liquidity in the secondary market. We also find that these loans appear to be safer according to their price in the secondary market, PRICE, (i.e., loans in the high investor type group have a higher average price of 94.44% compared with 92.67% for those in the low investor type group). However, loans with more investor types appear to be riskier according to bank ratings (e.g., a smaller percentage of such loans have the safest bank rating, PASS) or the borrower’s credit rating (i.e., a larger percentage of such loans have a non-investment grade rating below BBB).
In terms of the syndicate structure, we see from Panel B that loans involving more investor types have a lower average loan share held by the arranger, but have more top dealers holding a stake of the loan. Not surprisingly, these loans involve more investors in each investor type including banks, insurance companies, finance companies, brokers, private equities, funds and CLOS. The average number of funds and the average number of CLOs for loans in the high investor type group (42.75 and 60.90, respectively) is strikingly higher than the corresponding numbers for loans in the low investor type group (4.17 and 8.30, respectively).
In the next section, we investigate whether the diversity of loan investors affects loan liquidity, controlling for our sets of syndicate-, loan- and borrower-specific factors. We also attempt to account for investors’ loan investment selection.