Enhancing Security Value by Ownership Restrictions: Evidence from a Natural Experiment
利用自然实验发现，新兴市场发行人通过所有权限制发行债券，利率比同类债券低150个基点，节省数十亿美元。所有权限制让发行人承诺在违约时与特定客户高效谈判，避免谈判成本，同时因隐性优先权导致价值从无限制债券持有者向限制债券持有者转移。
We present new evidence from a natural experiment to show circumstances in which ownership restrictions can enhance value. Our evidence is based on multiple restricted bond issues by an emerging market issuer at 150 basis points lower than comparable bonds, resulting in a billion dollars saving. This is intriguing: how can an emerging market issuer with junk bond ratings obtain such low yields? We argue ownership restrictions enhance value since they enable an issuer to precommit to renegotiate efficiently with a favored clientele in the potential default states, thereby circumventing deadweight costs of prolonged negotiations, particularly when the restricted clientele also values the underlying collateral higher than other investors. Ownership restrictions can also result in a transfer of value from holders of unrestricted bonds to holders of restricted bonds because of implicit seniority of the latter. We empirically test and find support for both value enhancement and value transfer and show robustness to several alternative explanations. Our evidence suggests that firms can benefit from designing securities with ownership restrictions, by offering new securities exclusively to investors who value them the most.