Private vs. Public Lending: Evidence from Covenants

This paper compares the terms of 63 privately-placed debt agreements with those found in public bond indentures. The main results of the analysis are as follows: 1) Private agreements more aggressively control the actions of equity holders by setting various covenants more tightly, by contrasting on quantities that are volatile and not under the direct control of managers, and by using relatively vague terminology. This finding does not rely on credit quality differences between the public and private debt markets. Furthermore, covenant differences between investment grade and junk issues are less pronounced in the private market than in the public market. 2) Private agreements provide lenders with the means to monitor borrowers more carefully. 3) Private agreements attempt to control intra-claim conflicts, i.e. those arising between holders of the same bond issue. 4) Private agreements payment terms are tailored to suit lenders by avoiding embedded interest rate options