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Article
Publication date: 9 May 2016

Norman Mugarura

The purpose of this paper is to articulate the law relating to syndicated loan agreements and what legal experts and parties need to safeguard against inherent pitfalls in its…

1027

Abstract

Purpose

The purpose of this paper is to articulate the law relating to syndicated loan agreements and what legal experts and parties need to safeguard against inherent pitfalls in its usage and practice. The research design of this paper has two strands: an examination of generic issues relating syndicated loan agreements and the process; and the mechanisms for transferring proprietary rights and interests should parties want to do so.

Design/methodology/approach

The paper was written on the basis of evaluating primary and secondary data sources to gain insights into commercial experiences of harnessing syndicated loan facilities as an alternative form of raising finance for development projects. It has examined case law which reflects the law and practice of syndicated loan markets both in common and civil law jurisdictions. Particular attention has been paid to the credibility of source materials and its relevance to usage and practice of syndicated loan agreements. The core element of this methodology has been an evaluation of generic issues which underpin syndicated loan agreements, analysis of academic literature and evaluation of cases and policy documents. The paper has drawn examples in both common and civil jurisdictions to gain insights into the law which governs syndicated loan markets and its practical application. There has been an uptake in syndicated loan markets not only in United Kingdom but also globally. While there has been a growing body of literature on syndicated loan markets, mechanisms for transferring proprietary rights and interests of contractual parties have not been given proportionate attention. The paper addresses a gap in the law of syndicated loan markets and the varied ways in which they are harnessed in international commercial practice. It addresses existing gaps in the law and practice of syndicated loans, not only in the UK but also in other jurisdictions where examples have been drawn. The research design of this paper has two strands: an examination of generic issues relating loans and the process in which they are constituted as financial products; and the mechanisms for transferring proprietary rights and interests.

Findings

The findings underscore the fact that much as syndicated loans offer huge advantages to commercial parties, there are also intricacies which parties need to keep in mind and guard against. Like in other forms of commercial agreements, parties to a syndicated loan agreement have the power to nominate the governing law not necessarily from jurisdictions where they do business but as they may see fit. In practice, effective contractual terms in syndicated loans are to be applied slightly differently to other form of commercial agreements in English contract law. For example, representation and warranties are grouped together and constitute statements by the borrower, which the lender considers should be true at the inception of the loan agreement. As a syndicated loan involves the participation of many banks (obviously some foreign banks), there is the potential for conflict of laws. As such, arranging a syndicated loan should be governed by the relating to international commercial contracts to address the challenge posed by conflict of laws. This is essential to ensure proprietary transfer of rights in the asset are properly constituted and effective. The loan should be carefully structured to reflect important technical issues which relate to duties and obligation of contractual parties.

Research limitations/implications

This was largely a theoretical paper undertaken on the basis of evaluating primary and secondary data sources, some of which were not able to corroborate. It would have been better to corroborate some of the data sources used with financial institutions (which specialise in syndicate loans and related products) to mitigate the potential for bias the data used were generated.

Practical implications

It is important that legal practitioners and policy markers have access to requisite data on different types of loan markets not only in the UK but also other jurisdictions. One of the most important implication is that unlike bond markets (which are sought in response to an uptake in market risks), the foregoing environment tends to negatively correlate in syndicated loan markets. Lending institutions such as banks tend to be cautious when there are instabilities in the market as demonstrated in the aftermath of the recent global financial crisis (2010-2014). There is a converse relationship between loan markets and syndicated loans, which is explained by the fact that the higher the risks, the more cautious lenders (financial institutions) tend to be to safeguard against uncertainties of ending in an environment which is not conducive for business. Bonds on the other hand are sought as security by credit markets against inherent risks especially in times of economic uncertainties. This is why in the aftermath of the recent global financial crisis, banks were anxious and unwilling to lend not only to each other but also to small business for fear and to curtail potential market risks. It needs to be noted that just like in other forms of international commercial agreements, parties in syndicated loan agreements have autonomy to nominate the governing law of the agreement, not necessarily from jurisdictions where parties do business. Where parties have not nominated the governing law clause of syndicated loan contracts, rules of private international law such as characteristic performance of the contract will apply.

Social implications

There is a growing body of literature on syndicated loan markets, but one wonders why mechanisms for transferring proprietary rights and interests of contractual parties have not been written about as much. It is an important area but has somehow been overlooked by scholars on this subject. If the borrowers’ fails to keep up their repayments (default), it will have an adverse on loan markets and the economic stability which will in turn affects businesses, people and national governments.

Originality/value

The paper was written on the basis of evaluating primary and secondary data sources to gain insights into commercial experiences of harnessing syndicated loan facilities as an alternative form of raising finance for development projects. It has examined case law which reflects the law and practice of syndicated loan markets both in common and civil law jurisdictions. Particular attention has been paid to the credibility of source materials and its relevance to usage and practice of syndicated loan agreements. The core element of this methodology has been an evaluation of generic issues which underpin syndicated loan agreements, analysis of academic literature and evaluation of cases and policy documents. The paper has drawn examples in both common and civil jurisdictions to gain insights into the law which governs syndicated loan markets and its practical application.

Details

Journal of Financial Regulation and Compliance, vol. 24 no. 2
Type: Research Article
ISSN: 1358-1988

Keywords

Article
Publication date: 5 July 2011

Halil D. Kaya

The purpose of this study is to examine the impact of interest rates on the size and the maturity choice of a syndicated bank loan. In addition, it attempts to determine the…

3330

Abstract

Purpose

The purpose of this study is to examine the impact of interest rates on the size and the maturity choice of a syndicated bank loan. In addition, it attempts to determine the long‐run impact of a syndicated loan on the borrower's capital structure.

Design/methodology/approach

The paper uses a sample of 6,903 syndicated bank loans in the USA, covering the period 1984‐2004. First, all syndicated loans are categorized into two groups: loans in periods of increasing interest rates, and loans in periods of decreasing rates. Then, non‐parametric tests are performed to compare the characteristics of the two groups, including the proceeds from the loans, and robust regressions are used to examine the impact of the interest rates on the maturity choice. Finally, robust regressions are employed to examine the long‐run impact of the interest rates on the borrowers' leverage ratios.

Findings

On the whole, the results reject the market timing theory of capital structure for syndicated bank loans. Firms in the two groups borrow in similar amounts, and in the long run, the difference between the two groups' leverage ratios is statistically insignificant. On the other hand, firms tend to choose longer maturities when the interest rates are low compared to the rates two or three years ago.

Originality/value

To the best of the author's knowledge, this is the first study that links debt market conditions to the leverage ratios of firms that borrow in the syndicated bank loan market. In other words, this is the first study that tests the market timing theory of capital structure for syndicated bank loans.

Details

Managerial Finance, vol. 37 no. 8
Type: Research Article
ISSN: 0307-4358

Keywords

Book part
Publication date: 24 October 2013

Hae Jin Chung, Eunyoung Jang and Kwangwoo Park

This chapter examines the effect of creditors’ monitoring role on the profitability of firm acquisitions. We use the shares retained by the lead arranger of a syndicated loan as a…

Abstract

This chapter examines the effect of creditors’ monitoring role on the profitability of firm acquisitions. We use the shares retained by the lead arranger of a syndicated loan as a proxy for monitoring level. We find that acquirer announcement returns are positively related to the shares retained by the lead arranger. The effect of the lead arranger’s shares on the acquirer’s return becomes pronounced in cash acquisition deals, and when there exist financial covenants. Our results suggest that lead arrangers are important not only for monitoring loans but also for successful acquisitions by borrowers. An important policy implication of the main findings of this chapter on bank monitoring is that policy makers should design financial covenants to improve the efficiency of monitoring activities by lead arranging banks in syndicated bank loan deals.

Details

Global Banking, Financial Markets and Crises
Type: Book
ISBN: 978-1-78350-170-0

Keywords

Article
Publication date: 20 April 2022

Natalya Schenck and Lan Shi

The purpose of this study is to examine the impact of supervisory Leveraged Lending Guidance (LLG) (2013–2014) on risk and structure of syndicated loans arranged by the largest US…

Abstract

Purpose

The purpose of this study is to examine the impact of supervisory Leveraged Lending Guidance (LLG) (2013–2014) on risk and structure of syndicated loans arranged by the largest US banks with participation of nonbank lenders.

Design/methodology/approach

This study uses supervisory shared national credit loan-level data from 2010 to 2015 and DealScan loan origination data and use linear regressions with clustered standard errors.

Findings

This study finds that the impact of the LLG was mixed. Incidence and risk of leveraged lending declined following the Guidance, as reflected in lower nonbank syndicate participation. However, the covenant protections weakened and loan spreads at origination declined. This study also provides evidence that some risky lending originations shifted to nonbank entities outside of the banking regulatory environment.

Originality/value

This study contributes and expands literature on the impact of regulatory guidance on loan risk, terms and structure, focusing on nonbank participation in syndicated commercial loans.

Details

Journal of Financial Regulation and Compliance, vol. 30 no. 5
Type: Research Article
ISSN: 1358-1988

Keywords

Article
Publication date: 17 July 2015

Iftekhar Hasan, Liang Song, Meisong Zhan, Peng Zhang and Zhaoguo Zhang

– The purpose of this paper is to explore how firms’ disclosure standards influence the syndicated loan market, with an emphasis on loan syndicate structure and composition.

Abstract

Purpose

The purpose of this paper is to explore how firms’ disclosure standards influence the syndicated loan market, with an emphasis on loan syndicate structure and composition.

Design/methodology/approach

To empirically investigate the effects of corporate disclosure on bank loan syndicate structure and composition, the authors hand-match Dealscan, Worldscope, and other databases and construct a sample across 11 emerging markets.

Findings

The authors found that lead banks retain less ownership and form a less-concentrated loan syndicate when borrowers have superior disclosure policies. The authors also concluded that lead banks select more foreign participants in a loan syndicate and these members retain more ownership when borrowers have high disclosure rankings. Finally, the authors present evidence that the relationship between corporate disclosure and bank loan syndicates is more significant for firms with better governance.

Originality/value

The findings suggest that corporate disclosure has a significant influence on financing arrangements, even in a weak governance environment.

Details

Asian Review of Accounting, vol. 23 no. 2
Type: Research Article
ISSN: 1321-7348

Keywords

Article
Publication date: 5 June 2009

Claudia Champagne and Lawrence Kryzanowski

The purpose of this paper is to study the impact of cross‐listing and cross‐listing location on the terms of the private debt of firms not located in the USA. Specifically, the…

Abstract

Purpose

The purpose of this paper is to study the impact of cross‐listing and cross‐listing location on the terms of the private debt of firms not located in the USA. Specifically, the paper examines the empirical relationship between three syndicated loan terms (pricing, maturity and amount) at loan initiation and the cross‐listed status of the borrower (cross‐listed in the USA, UK, through depository receipts or not at all), while (not) differentiating between the stage of economic development of the borrower's home country.

Design/methodology/approach

The three loan terms are modeled as a simultaneous system of equations and are estimated on a very extensive sample of 3,883 observations. The impact of endogeneity biases due to the sequential choices to and where to cross‐list are examined using the inverse Mill's ratios from a bivariate probit model.

Findings

All else held equal, foreign borrowers that are cross‐listed directly in the UK obtain loans with higher spreads, longer maturities and larger loan amounts if they are from economically developed countries. Borrowers from emerging economies pay lower spreads but receive shorter maturities on syndicated loans if cross‐listed in the UK. Cross‐listings in the USA are not associated with any significant differential impacts on the three loan terms.

Originality/value

This paper makes an important contribution to the cross‐listing and capital structure literatures by providing evidence that the net benefit from being cross‐listed for one debt component of the cost of capital (i.e. syndicated loans) depends on the listing destination and upon whether or not the borrower is from an emerging economy. The paper provides practical guidance to corporate financial officers on the benefits of international cross‐listing and the choice of cross‐listing venues on the terms of private debt issues.

Details

Managerial Finance, vol. 35 no. 7
Type: Research Article
ISSN: 0307-4358

Keywords

Article
Publication date: 1 January 1985

Barry Howcroft

The success of the syndicated loans market over the past 15 years has been unmitigated due largely to its flexibility in raising large amounts of credit at very short notice for a…

Abstract

The success of the syndicated loans market over the past 15 years has been unmitigated due largely to its flexibility in raising large amounts of credit at very short notice for a wide range of borrowers. This flexibility is based on close personal contacts between major participating banks, and clear guidelines within international banks regarding acceptable minimum spreads and exposure to major borrowers. Syndicated lending has enabled banks to satisfy unprecedented levels of credit demand while managing a diversified loan portfolio. However, there is a risk of potential loss to banks through lending to borrowers with whom they have no direct contact.

Details

International Journal of Bank Marketing, vol. 3 no. 1
Type: Research Article
ISSN: 0265-2323

Keywords

Article
Publication date: 23 November 2021

Nuno Moutinho, Carlos Francisco Alves and Francisco Martins

This study aims to analyse the effect of borrower’s countries on syndicated loan spreads, featuring countries according to institutional factors, namely, financial systems and…

Abstract

Purpose

This study aims to analyse the effect of borrower’s countries on syndicated loan spreads, featuring countries according to institutional factors, namely, financial systems and corporate governance systems.

Design/methodology/approach

This study is an empirical investigation based on a unique sample of more than 85,000 syndicated loans from 122 countries. The paper uses standard and two-stage least squares regression analysis to test whether the types of financial and corporate governance systems affect loan spreads.

Findings

The paper finds that borrowers from countries with financial systems oriented towards the banking-based paradigm pay lower interest rate spreads than those from countries with financial systems oriented towards the market-based paradigm. In addition, there is evidence that borrowers from countries with more developed financial systems pay lower spreads. The results also show that borrowers from countries with an Anglo-Saxon governance system pay higher spreads than borrowers from countries with a Continental governance system.

Research limitations/implications

This study does not consider potential promiscuous relationships that can arise at the ownership structure and governance level between banks and borrowers and may affect loan spreads.

Practical implications

This study suggests that financial and corporate governance systems are essential factors in the financial intermediation process. Furthermore, the evidence indicates that corporates with higher potential agency costs and higher potential information asymmetry are requested to pay higher spreads. Therefore, the opportunities to such corporates invest optimally tend to be scarcer.

Originality/value

The paper highlights the impact of institutional factors on the cost of financing, characterising the countries according to the type of financial system and the type of corporate governance system. The study finds that borrowers from countries with bank-based financial systems pay lower interest rate spreads than those from countries with market-based financial systems. The paper also highlights how the level of financial development affects the cost of financing. The paper focusses on non-financial firms, unlike financial firms, which have been the focus of several empirical studies on topics relating to the cost of funding and corporate governance.

Details

Corporate Governance: The International Journal of Business in Society, vol. 22 no. 4
Type: Research Article
ISSN: 1472-0701

Keywords

Article
Publication date: 7 March 2016

Liang Song

This paper aims to investigate how borrowers’ accounting quality influences bank loan syndicates across 11 emerging markets. Furthermore, an investigation of whether the…

1286

Abstract

Purpose

This paper aims to investigate how borrowers’ accounting quality influences bank loan syndicates across 11 emerging markets. Furthermore, an investigation of whether the relationship between accounting quality and the bank loan syndicate structure is influenced by borrowers’ governance standards is conducted.

Design/methodology/approach

To empirically test the research question, a sample including 11 emerging countries is constructed. Following Chen et al. (2011), an accounting quality measure is constructed by aggregating the three commonly used indicators developed by Kothari et al. (2005), McNichols and Stubben (2008) and Dechow and Dichev (2002). A univariate analysis and a multivariate analysis are conducted to investigate the relationship between accounting quality and bank loan syndicate structure after controlling for firm characteristics and other variables.

Findings

The results of this research show that lead lenders need to retain more ownership and organize a more concentrated loan syndicate when borrowers have poor accounting quality because they must show their commitment to monitoring borrowers. In addition, lead lenders have fewer foreign lenders involved in a loan syndicate and these foreign lenders retain less loan ownership if borrowers’ accounting quality is poor because lead banks prefer local lenders who are more familiar with borrowers. Finally, the effects of accounting quality on bank loan syndicates are more significant for borrowers with superior governance because the credibility of accounting numbers generated by a well-governed borrower is better.

Originality/value

The existing studies (Ball et al., 2008; Lee and Mullineaux, 2004; Sufi, 2007) have shown how information asymmetry and accounting quality affect loan syndicates in developed countries. This strand of literature is extended by the presentation of significant effects of accounting quality on financing arrangements, even in emerging economies with weak governance standards. This stream of literature is also extended by finding the interaction effects between accounting quality and governance standards on bank loan syndicates, a relationship which has not been examined by the existing literature (Ball et al., 2008).

Details

International Journal of Accounting and Information Management, vol. 24 no. 1
Type: Research Article
ISSN: 1834-7649

Keywords

Book part
Publication date: 4 March 2008

Li Hao and Gordon S. Roberts

Prior research suggests that given the legal environment in the U.S., smaller syndicates with fewer lead banks should represent “best practices” to promote efficient monitoring…

Abstract

Prior research suggests that given the legal environment in the U.S., smaller syndicates with fewer lead banks should represent “best practices” to promote efficient monitoring and ease of renegotiation. Such syndicates should be associated with lower loan spreads. Controlling for other influences on loan pricing, we conduct tests of this proposition drawing on data from DealScan, Compustat and Federal Reserve Call Reports for U.S. loans between 1988 and 1999. Consistent with our hypothesis, the number of lead lenders is shown to have a significant positive influence on loan yield spreads.

Details

Research in Finance
Type: Book
ISBN: 978-1-84950-549-9

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