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Do firms follow the SEC’s confidential treatment protocols? Evidence from credit agreements

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  • Daniel Saavedra

    (UCLA Anderson School of Management)

Abstract

I examine whether firms follow the Securities and Exchange Commission’s confidential treatment protocols when redacting potentially material information from their credit agreements. My findings suggest that most firms may not comply with SEC directives: they withhold potentially material information without following the SEC’s confidential treatment protocols and without making interested parties aware of their information disadvantage. I also find evidence consistent with lender and borrower incentives driving the decision to withhold potentially material information from the credit agreement. My findings are consistent with lenders influencing redaction decisions not out of concern about rivals but because they do not want their other borrowers to see the terms. Finally, I find that the Refinitiv / LPC Dealscan database rarely includes redacted fee data, thus leading to potential biases when fees are included in cost of debt measures.

Suggested Citation

  • Daniel Saavedra, 2023. "Do firms follow the SEC’s confidential treatment protocols? Evidence from credit agreements," Review of Accounting Studies, Springer, vol. 28(3), pages 1388-1412, September.
  • Handle: RePEc:spr:reaccs:v:28:y:2023:i:3:d:10.1007_s11142-023-09796-3
    DOI: 10.1007/s11142-023-09796-3
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    as
    1. Li, Ningzhong & Vasvari, Florin P. & Wittenberg-Moerman, Regina, 2016. "Dynamic threshold values in earnings-based covenants," Journal of Accounting and Economics, Elsevier, vol. 61(2), pages 605-629.
    2. Diamond, Douglas W, 1991. "Monitoring and Reputation: The Choice between Bank Loans and Directly Placed Debt," Journal of Political Economy, University of Chicago Press, vol. 99(4), pages 689-721, August.
    3. Daniel Saavedra, 2019. "Is Tax Volatility Priced by Lenders in the Syndicated Loan Market?," European Accounting Review, Taylor & Francis Journals, vol. 28(4), pages 767-789, August.
    4. Beatty, Anne & Liao, Scott & Weber, Joseph, 2012. "Evidence on the determinants and economic consequences of delegated monitoring," Journal of Accounting and Economics, Elsevier, vol. 53(3), pages 555-576.
    5. Sharpe, Steven A, 1990. "Asymmetric Information, Bank Lending, and Implicit Contracts: A Stylized Model of Customer Relationships," Journal of Finance, American Finance Association, vol. 45(4), pages 1069-1087, September.
    6. Roberts, Michael R., 2015. "The role of dynamic renegotiation and asymmetric information in financial contracting," Journal of Financial Economics, Elsevier, vol. 116(1), pages 61-81.
    7. Tobias Berg & Anthony Saunders & Sascha Steffen, 2016. "The Total Cost of Corporate Borrowing in the Loan Market: Don't Ignore the Fees," Journal of Finance, American Finance Association, vol. 71(3), pages 1357-1392, June.
    8. Glaeser, Stephen, 2018. "The effects of proprietary information on corporate disclosure and transparency: Evidence from trade secrets," Journal of Accounting and Economics, Elsevier, vol. 66(1), pages 163-193.
    9. Darrough, Masako N. & Stoughton, Neal M., 1990. "Financial disclosure policy in an entry game," Journal of Accounting and Economics, Elsevier, vol. 12(1-3), pages 219-243, January.
    10. Roychowdhury, Sugata & Shroff, Nemit & Verdi, Rodrigo S., 2019. "The effects of financial reporting and disclosure on corporate investment: A review," Journal of Accounting and Economics, Elsevier, vol. 68(2).
    11. Blankespoor, Elizabeth & deHaan, Ed & Marinovic, Iván, 2020. "Disclosure processing costs, investors’ information choice, and equity market outcomes: A review," Journal of Accounting and Economics, Elsevier, vol. 70(2).
    12. Amir Sufi, 2007. "Information Asymmetry and Financing Arrangements: Evidence from Syndicated Loans," Journal of Finance, American Finance Association, vol. 62(2), pages 629-668, April.
    13. Hans B. Christensen & Valeri V. Nikolaev, 2012. "Capital Versus Performance Covenants in Debt Contracts," Journal of Accounting Research, Wiley Blackwell, vol. 50(1), pages 75-116, March.
    14. Amir Sufi, 2009. "Bank Lines of Credit in Corporate Finance: An Empirical Analysis," Review of Financial Studies, Society for Financial Studies, vol. 22(3), pages 1057-1088, March.
    15. Lang, M & Lundholm, R, 1993. "Cross-Sectional Determinants Of Analyst Ratings Of Corporate Disclosures," Journal of Accounting Research, Wiley Blackwell, vol. 31(2), pages 246-271.
    16. Amir Sufi, 2009. "Bank Lines of Credit in Corporate Finance: An Empirical Analysis," Review of Financial Studies, Society for Financial Studies, vol. 22(3), pages 1057-1088.
    17. Verrecchia, Robert E., 1990. "Endogenous proprietary costs through firm interdependence," Journal of Accounting and Economics, Elsevier, vol. 12(1-3), pages 245-250, January.
    18. Joshua D. Angrist & Jörn-Steffen Pischke, 2009. "Mostly Harmless Econometrics: An Empiricist's Companion," Economics Books, Princeton University Press, edition 1, number 8769.
    19. Boone, Audra L. & Floros, Ioannis V. & Johnson, Shane A., 2016. "Redacting proprietary information at the initial public offering," Journal of Financial Economics, Elsevier, vol. 120(1), pages 102-123.
    20. Andrew Bird & Stephen A Karolyi & Thomas G Ruchti, 2019. "Information Sharing, Holdup, and External Finance: Evidence from Private Firms," Review of Financial Studies, Society for Financial Studies, vol. 32(8), pages 3075-3104.
    21. Beatty, Anne & Weber, Joseph & Yu, Jeff Jiewei, 2008. "Conservatism and Debt," Journal of Accounting and Economics, Elsevier, vol. 45(2-3), pages 154-174, August.
    22. Carrizosa, Richard & Ryan, Stephen G., 2017. "Borrower private information covenants and loan contract monitoring," Journal of Accounting and Economics, Elsevier, vol. 64(2), pages 313-339.
    23. Christian Leuz & Peter D. Wysocki, 2016. "The Economics of Disclosure and Financial Reporting Regulation: Evidence and Suggestions for Future Research," Journal of Accounting Research, Wiley Blackwell, vol. 54(2), pages 525-622, May.
    24. Douglas W. Diamond, 1984. "Financial Intermediation and Delegated Monitoring," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 51(3), pages 393-414.
    25. Judson Caskey & Kanyuan Huang & Daniel Saavedra, 2023. "Noncompliance with SEC regulations: evidence from timely loan disclosures," Review of Accounting Studies, Springer, vol. 28(1), pages 126-163, March.
    26. Nini, Greg & Smith, David C. & Sufi, Amir, 2009. "Creditor control rights and firm investment policy," Journal of Financial Economics, Elsevier, vol. 92(3), pages 400-420, June.
    27. Chen, Qi & Vashishtha, Rahul, 2017. "The effects of bank mergers on corporate information disclosure," Journal of Accounting and Economics, Elsevier, vol. 64(1), pages 56-77.
    28. Thompson, Anne M., 2022. "Political connections and the SEC confidential treatment process," Journal of Accounting and Economics, Elsevier, vol. 74(1).
    29. Alvis K. Lo, 2014. "Do Declines in Bank Health Affect Borrowers’ Voluntary Disclosures? Evidence from International Propagation of Banking Shocks," Journal of Accounting Research, Wiley Blackwell, vol. 52(2), pages 541-581, May.
    30. Petersen, Mitchell A & Rajan, Raghuram G, 1994. "The Benefits of Lending Relationships: Evidence from Small Business Data," Journal of Finance, American Finance Association, vol. 49(1), pages 3-37, March.
    31. Sudheer Chava & Michael R. Roberts, 2008. "How Does Financing Impact Investment? The Role of Debt Covenants," Journal of Finance, American Finance Association, vol. 63(5), pages 2085-2121, October.
    32. James R. Brown & Steven M. Fazzari & Bruce C. Petersen, 2009. "Financing Innovation and Growth: Cash Flow, External Equity, and the 1990s R&D Boom," Journal of Finance, American Finance Association, vol. 64(1), pages 151-185, February.
    33. Kim, Irene & Skinner, Douglas J., 2012. "Measuring securities litigation risk," Journal of Accounting and Economics, Elsevier, vol. 53(1), pages 290-310.
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