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Conflicting Priorities: A Theory of Covenants and Collateral

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  • JASON RODERICK DONALDSON
  • DENIS GROMB
  • GIORGIA PIACENTINO

Abstract

We develop a theory of secured debt, unsecured debt, and debt with anti‐dilution covenants. We assume that, as in practice, covenants convey the right to accelerate if violated, but the new secured debt retains its priority even if issued in violation of covenants. We find that such covenants are nonetheless useful: They provide state‐contingent financing flexibility, balancing over‐ and underinvestment incentives. The optimal debt structure is multilayered, combining secured and unsecured debt with and without covenants. Our results are consistent with observations about debt structure, covenant violations, and waivers. They speak to a policy debate about debt priority.

Suggested Citation

  • Jason Roderick Donaldson & Denis Gromb & Giorgia Piacentino, 2025. "Conflicting Priorities: A Theory of Covenants and Collateral," Journal of Finance, American Finance Association, vol. 80(3), pages 1739-1768, June.
    • Handle: RePEc:bla:jfinan:v:80:y:2025:i:3:p:1739-1768
    DOI: 10.1111/jofi.13445
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    Cited by:

    1. Campello, Murillo & Connolly, Robert A. & Kankanhalli, Gaurav & Steiner, Eva, 2022. "Do real estate values boost corporate borrowing? Evidence from contract-level data," Journal of Financial Economics, Elsevier, vol. 144(2), pages 611-644.
    2. Perla, Jesse & Pflueger, Carolin & Szkup, Michal, 2024. "Commitment and investment distortions under limited liability," Journal of Economic Theory, Elsevier, vol. 222(C).
    3. Efraim Benmelech & Nitish Kumar & Raghuram Rajan, 2020. "Secured Credit Spreads," Working Papers 2020-14, Becker Friedman Institute for Research In Economics.
    4. Benmelech, Efraim & Kumar, Nitish & Rajan, Raghuram, 2022. "The secured credit premium and the issuance of secured debt," Journal of Financial Economics, Elsevier, vol. 146(1), pages 143-171.
    5. Haotian Xiang, 2024. "Time Inconsistency and Financial Covenants," Management Science, INFORMS, vol. 70(1), pages 355-371, January.
    6. Michèle Breton & Tiguéné Nabassaga, 2025. "Restrictive Clauses in Loan Contracts: A Sequential Stackelberg Game Interpretation," Dynamic Games and Applications, Springer, vol. 15(1), pages 28-47, March.
    7. Chodorow-Reich, Gabriel & Darmouni, Olivier & Luck, Stephan & Plosser, Matthew, 2022. "Bank liquidity provision across the firm size distribution," Journal of Financial Economics, Elsevier, vol. 144(3), pages 908-932.
    8. Jermann, Urban & Xiang, Haotian, 2025. "Rules versus discretion in capital regulation," Journal of Financial Economics, Elsevier, vol. 169(C).
    9. Zechner, Josef & Halling, Michael & Yu, Jin, 2020. "The Dynamics of Corporate Debt Structure," CEPR Discussion Papers 14572, Centre for Economic Policy Research.

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