ssrn-4336082
ssrn-4336082
ssrn-4336082
Andreas G. F. Hoepner
University College Dublin, Dublin, Republic of Ireland
European Commission Platform on Sustainable Finance
[email protected]
Frank Schiemann
University of Bamberg, Bamberg, Germany
[email protected]
Fabiola I. Schneider
University College Dublin, Dublin, Republic of Ireland
European Commission Platform on Sustainable Finance
[email protected]
Raphael Tietmeyer*
University of Hamburg, Hamburg, Germany
[email protected]
Keywords: ESG reporting, signaling theory, refinancing risk, corporate bonds, voluntary
disclosure
"I used to think that if there was reincarnation, I wanted to come back as the president or the
pope or as a .400 baseball hitter. But now I would like to come back as the bond market. You
can intimidate everybody."
James Carville, political adviser of Bill Clinton1
Given the recognized demand for and benefits of voluntary ESG disclosure,
companies may exploit this by increasing reporting before a public debt issue. Relying on
Signaling Theory (Spence, 1973), this paper investigates whether firms utilize ESG disclosure
strategically to obtain preferred financing conditions when raising bond capital on primary
markets. Distinguishing between the normal, expected levels of ESG disclosure and the
deviation from them, we demonstrate that firms under high refinancing pressure rely on
additional, abnormally high ESG disclosure when issuing a bond. We frame this as a form of
advertisement for the corporate bond issue to ensure success when facing refinancing risk. We
find this signal across all three dimensions of ESG and show that especially firms
characterized by high earnings forecast dispersion and error rely on it. We also show that
bond-issuing firms have higher normal levels of ESG disclosure compared to non-issuing
firms. In an additional analysis of bond spreads, we confirm the positive effect on the cost of
debt that previous literature notes for ESG disclosure. Thus, our paper concludes that firms
successfully utilize increasing ESG disclosure as a strategy to access preferred financing
conditions. Lastly, we add to the ongoing greenwashing debate by showing that increased
ESG disclosure does not correspond to improved ESG performance.
https://web.archive.org/web/20110805042208/http://www.bloomberg.com/apps/news?pid=newsarchive&sid=a6eMpGVUDe
eE&refer=home
From an empirical point of view, previous research on equity, such as that by Dhaliwal
et al. (2011) and El Ghoul et al. (2011), uses binary variables to represent (the initiation of)
ESG disclosure. A binary variable can only address the mere decision to issue a sustainability
report or to disclose certain indicators, and it cannot capture differences in ESG disclosure
levels or their changes, as Gao et al. (2016) remark. Our paper on the other hand explicitly
quantifies different levels of disclosure. Importantly, we do not only consider one specific
indicator, such as greenhouse gas emissions, but rather ESG reporting as a whole. This
approach is distinct from the popular method of using third-party ESG ratings. Rather than
relying on the (often untransparent) judgment of data providers we directly use the level of
disclosure without applying any judgement of it.
This paper begins by introducing literature on ESG and voluntary reporting in this
context, and by highlighting the role of debt markets. Next, the theoretical foundation for the
analysis is outlined. Our analysis is based on Signaling Theory (Spence, 1973) which we
apply to capital raising and voluntary ESG reporting. We develop three hypotheses.
Subsequently, our data and methodology are explained. This is followed by the results of our
analysis and a section dedicated to additional analyses and robustness tests. We investigate
how earnings forecast dispersion and error affect the signaling, if ESG disclosure improves
financial performance in the form of bond spreads, analyze the three dimensions of ESG
separately, and lastly explore whether ESG performance changes in line with disclosure. A
discussion of the implications and limitations is given. The final section concludes.
3
Voluntary ESG disclosure requires financial resources for the preparation of the
disclosure but can also lead to proprietary costs after the disclosure of information (Ott et al.,
2017). This raises the question of what incentivizes firms’ disclosure despite these costs.
Leading reasons from existing literature are that firms aim to gain legitimacy (e.g. Arrigo et
al., 2022; Cho & Patten, 2009; Ochi, 2018) or to profit from value-increasing effects (e.g.
Lambert et al., 2007). For example, Liesen et al. (2016) find that corporate emission
disclosure does not represent a burden on corporate financial resources but instead leads to
outperformance in risk-adjusted share price performance.
For firms from the United Kingdom, Brammer and Pavelin (2006) demonstrate that
the likelihood of voluntary environmental disclosure is positively correlated with size and
dispersed ownership2, but negatively with indebtedness yet note significant differences among
sectors. Firms in industries with higher pollution, or “sin” industries, might experience greater
public scrutiny and therefore show higher ESG reporting levels (Grougiou et al., 2016).
The effect on financial performance likely acts as an incentive for disclosure. Chen
and Xie (2022) demonstrate that for nonfinancial firms ESG disclosure is beneficial for the
bottom line. Their findings are more pronounced for firms characterized by having ESG
investors, longer inception, high media attention, and high agency costs. Existing literature
indicates that both voluntary disclosure in general (He et al, 2018; Karamanou and Nishiotis,
2009), as well as voluntary ESG disclosure in particular, can benefit capital market
performance. Dhaliwal et al. (2011), El Ghoul et al. (2011), and Healy et al. (1999) explore
the link between voluntary ESG disclosure and the cost of equity capital. Gong et al. (2021)
demonstrate that high-quality ESG reporting moderates the effect of corporate violations on
the cost of debt. Moreover, ESG disclosure can help to build insurance-like protection for
companies (Godfrey et al., 2009; Shiu & Yang, 2017).
On the other hand, debt markets follow refinancing cycles, in which firms must
regularly access primary markets to raise capital to refinance maturing principals. They are
considered a critical lever for ESG impact (Hoepner & Schneider, 2022). Nevertheless, even
though debt markets are a much larger source of external finance than equity markets
(Henderson et al., 2006),4 relevant literature is still scarce (Gigante & Manglaviti, 2022;
Chiesa et al., 2021; Raimo et al., 2021, Cojoianu et al., 2022). The existing studies paint a
similar picture to that for equities: there are lenders with a preference for ESG disclosure
(Hamrouni et al., 2019). Sangiogi and Schopohl (2021) analyze motivations for investors to
purchase green bonds and note the importance of transparency. Thus, the reduction in agency
conflict attained through ESG disclosure can also be found in debt financing (Li et al., 2022)5.
Research also indicates lower cost of debt related to ESG disclosure. For the S&P 1200,
Raimo et al. (2021) find a negative relationship between ESG disclosure and the cost of debt
financing. Likewise, Eliwa et al. (2021) analyze European firms and find lower cost of debt
measured using accounting variables.
Specifically for bonds, one of the first papers was published by Menz (2010). At the
time, no significant relationship was found. This changed, as for example Chiesa et al. (2021)
show that environmental performance lowers the cost of bond financing during the period
between 2016 and 2018. This extends work by Gao et al. (2016) who found that ESG
disclosure leads to lower yields to maturity in bond issuances for the Dutch market. Allaya et
4 In 2022, the global equity market and the global bond market are valued at around USD 125 trillion (see
https://www.sifma.org/wp-content/uploads/2022/07/CM-Fact-Book-2022-SIFMA.pdf), while the global bank credit market
adds another USD 85 trillion to the overall debt market (see https://stats.bis.org/statx/srs/table/f2.5).
5 See also related literature on ethics: Barigozzi & Tedeschi (2015) and Kim et al. (2014).
Kleimeier and Viehs (2023) attribute the reduction in the cost of debt to environmental
risk reduction rather than investor preference, in line with Schneider (2011) showing that
corporate environmental performance will be reflected in its bond pricing due to influence on
insolvency risks. With regard to access to capital, Choi and Gam (2022) show how
reputational risk in relation to environmental issues affects banks’ credit provision in regions,
which are sensitive to the climate transition.
This study specifically looks at the event of bond issuances. These are primary market
transactions, occurring regularly and with reasonable transparency. During the refinancing
cycles, the cost of debt is determined repeatedly and is readily observable. While for public
equity transparency is also a given, initial public offerings (IPOs) occur much less frequently
and are generally not used for refinancing. Thus, the signaling environment (Connelly et al.,
2011) is a very different one as the risk implications differ; the signaler is in a different
position. Failing to secure the refinancing of a bond or incurring high refinancing cost may
result in serious financial concerns for the issuing firm. This has been recognized by Hoepner
& Schneider (2022) who assess investor impact mechanisms and postulate the largest investor
power during the time preceding a debt issuance. Optimal timing for refinancing has been
described as challenging (Kraus, 2009). Hale and Santos (2008) list the firm’s reputation as a
key factor, which relates to voluntary ESG disclosure as a signal to ensure success when
facing refinancing pressure. Lang and Lundholm (1992) predict that the level of disclosure
grows in line with sensitivity to external perceptions and we argue that during the year before
issuing a bond a firm facing refinancing risk is particularly sensitive to outside perceptions.
A whole set of theories has evolved to explain voluntary disclosure as the topic has
been researched for decades6. This includes Agency Theory, Legitimacy Theory, and
Signaling Theory.
Agency Theory (Jensen & Meckling, 1976) revolves around issues arising when
delegating tasks from principals to agents, under consideration of conflicting interests
between them. When investing in a company, investors delegate their decision-making
authority to its management (Healy & Palepu, 2001). In the voluntary disclosure context, this
translates to managers as the agents - who, as insiders of the firm, know more about it -
revealing information to external funders as the principals to counter information asymmetry.
Agency costs can motivate management to voluntarily disclose more information (Wong,
1988; Leftwich et al., 1981). If the investor and the firm have similar levels of interest in
sustainability, ESG disclosure can reduce agency conflicts. Research shows that high
disclosure quality ratings from financial analysts are linked to lower cost of issuing debt
(Sengupta, 1998) and that specifically ESG disclosure reduces information asymmetry (Hung
et al., 2013).
6 See for example Verrecchia (1983) and Verrecchia (1990), Land and Lundholm (1993) or Dye (1985) and Dye (1986). Note
that these are mainly concerned with voluntary disclosure to financial market participants and are not specific to ESG factors.
For this paper, we focus on a single stakeholder, namely bond investors. We build our
hypothesis around the signaling angle of voluntary corporate ESG disclosure in advance of a
bond issuance.
Signaling Theory (Spence, 1973) builds on the idea that one party (the sender)
conveys some information about themselves through a signal to another party (the receiver).
In the context of this paper, this translates into firms using voluntary ESG disclosure as a
signal to bond investors. Voluntary ESG disclosure meets the signaling criteria of being
observable and costly (Connelly et al., 2011). We take previous approaches one step further
and investigate whether firms use the signal of increased ESG disclosure strategically for their
benefit. In other words, we investigate whether ESG disclosure is an “active” or “passive”
signal (Lys et al., 2015).
Corporate bonds are particularly suited in this context as they are often publicly
traded. Therefore, advertising them in advance of an issuance seems intuitive. Other debt
instruments such as loans are usually the result of private bi- or multilateral agreements where
lenders can seek information as part of the lending process. Here increasing public voluntary
disclosure is not necessary to attract additional demand or awareness. This is supported by
Li et al. (2024, p. 3) specifically link ESG and Signaling Theory, and state that
“managers can use the firm's high ESG scores to attract long-term debt at lower rates”. This
echoes the work by Zerbini (2017), who portrays CSR initiatives as a pathway for a firm to
signal the ethical nature of a business to outsiders, which allows it to overcome adverse
selection issues. The author explicitly expresses that “firms can use these initiatives
strategically” to be reflected in market responses (Zerbini, 2017, p. 1), suggesting an
instrumental view of them. Likewise, Li et al. (1997) model disclosure of environmental
liabilities with the objective of strategically maximizing shareholder value, echoing Barth et
al.’s (1997) finding that capital markets are a driver of disclosure of environmental liabilities.
Firms have a clear incentive to increase their ESG disclosure before raising capital to
improve their access to the market and to achieve lower (re-)financing costs. Indeed, for
equity markets, Dhaliwal et al. (2011, p. 59) demonstrate that initiation of ESG disclosure
makes subsequent equity raising more likely, as firms “exploit the benefit of a lower cost of
capital associated with the initiation of CSR disclosure”. Likewise, Dutordoir et al. (2018)
demonstrate that high ESG scores are linked to less negative stock price reactions following
subsequent equity offerings (SEOs). For debt, Ge & Liu (2015) find that better ESG scores
are associated with better credit ratings and lower yield spreads in new corporate bond issues
for the years between 1992 and 2009.
Thus, it is worthwhile exploring whether firms utilize ESG disclosure strategically in the
context of public debt issuance. This is based on the assumption that the reporting and
financing departments within a company actively exchange strategic ideas, or, in the absence
of an active exchange, the reporting department is simultaneously aware of the positive
effects of ESG disclosures and the refinancing needs of the company. In such cases, firms
anticipate their next (re)financing activities and increase their ESG disclosure to exploit
capital market benefits. Generally, existing research has long demonstrated a positive
association between voluntary disclosure and the tendency to access capital markets (Frankel
et al., 1995).
In this context, ESG disclosure can be framed as a form of advertising, in which investors
represent consumers in the primary bond market: increased transparency of ESG information
10
Previous research (Dhaliwal, 2011; Dhaliwal et al., 2012) commonly relies on a binary
disclosure variable, indicating whether firms have issued a sustainability report. Our study
goes beyond the existing research by taking a non-binary approach to measuring ESG
disclosure rather than a dummy coding initiation or a specific key performance indicator. Our
variables are based on ESG disclosure levels, which can provide further insights into the
normal level of disclosure and deviations from it, as well as the granular changes in them.
Following Lys et al. (2015), we assume that any firm has an expected ESG disclosure
level based on firm-level characteristics and determinants. Certain financial and operational
characteristics, such as sales, income, cash flow, leverage, market-to-book ratio, research and
development, advertising, and litigation, are prerequisites for a certain level of ESG
disclosure. Industry and institutional setting play a role. We hypothesize that raising external
capital can be understood as an additional determinant connected to increases in ESG
disclosure, framing increasing ESG disclosure before bond issuances as a strategic choice of
firms. Thus, our first hypothesis is the following:
H1: In anticipation of issuing a bond, firms show higher levels of expected ESG disclosure.
ESG disclosure may serve as a form of marketing to investors; thus, it is conceivable that
firms exceed the expected levels of disclosure. This additional disclosure on top of the normal
levels, the deviation from the expected, could be framed as an advertisement directed at
11
H2: In anticipation of issuing a bond, firms deviate from the expected ESG disclosure levels.
Moreover, a firm’s external capital needs are likely to influence ESG disclosure in
anticipation of capital raising. Firms under higher pressure to raise external capital may be
more inclined to increase their ESG disclosure. Firms must regularly refinance bonds through
capital raising on primary markets when their principal becomes due. Most firms do not have
the cash holdings to pay off the maturing debt but instead roll over the bond. From a firm
perspective, refinancing is connected to several risks. Market conditions outside the firm’s
control might lead to refinancing at a considerably higher interest rate (Froot et al., 1993).
Lenders could also underestimate the continuation value of the firm, which would prevent
refinancing from taking place (Diamond, 1991). The consequences of not being able to
refinance on acceptable terms may entail inefficient liquidation (Diamond, 1991), pressure to
sell important firm assets at low prices (Brunnermeier & Yogo, 2009), and additional costs
stemming from underinvestment problems (Almeida et al., 2009). Overall, high refinancing
risk adds pressure to the bond issuance. Consequently, we hypothesize that firms aim to
mitigate the adverse effects of refinancing risk through the active signal of abnormally high
ESG disclosure levels. Such additional ESG disclosures serve as an advertisement for a bond
issuance at times when a successful issuance is vital to a firm’s survival. Therefore, the
motivation for such an additional increase should be exceptionally high when firms
simultaneously plan to issue a bond and are confronted with high refinancing risks. The final
related hypothesis is stated below:
H3: In anticipation of issuing a bond, firms with high refinancing risk deviate from their
expected levels of ESG disclosure.
To summarize, we formulate one hypothesis revolving around the rise of expected levels
of ESG disclosure in expectation of issuing a bond and two Signaling hypotheses related to
exceeding these expected levels.
Empirically, we study the relationship between refinancing risk, the bond refinancing
decision, and ESG disclosure. As part of our research design, we develop the distinction
12
Therefore, we split the ESG disclosure score into two components. We call the first
component Normal ESG, which is the disclosure level that can be explained by industry,
performance, and firm characteristics. We label the unrelated component ESG Deviation.
Following Lys et al. (2015) and Yu and Luu (2021), the firm-level determinants of ESG
disclosure are sales, income, cash flow (CF), leverage, market-to-book ratio (MTB), size,
research and development (RnD), advertising, and litigation. We regress them on the ESG
Disclosure Score to estimate the two components of ESG disclosure:
The fitted value from the model is our Normal ESG variable, while the residual from
the equation is our ESG Deviation variable. We subsequently use these two measures as
dependent variables.
For our main analysis, we use Bond Decision as the first independent variable. This
binary variable captures whether the firm decides to issue at least one bond in the following
year or not. This assumes a one-year lag between the decision to issue a bond (implicit or
explicit) and issuing a bond.
Our second independent variable is refinancing risk. We follow Harford et al. (2014)
and define refinancing risk as the fraction of a firm’s long-term debt due in the next three
years. Third, we include the refinancing risk as an independent variable to interact with the
bond refinancing decision.
We control for several firm-level and bond-level characteristics: Debt level, financial
constraints, the amount issued, and size. We use proxies for firms’ debt levels following
Kayhan and Titman (2004). We include a control variable to account for financial constraints
based on the KZ Index following Cheng et al. (2014), Kaplan and Zingales (1997), and
Lamont et al. (2001), see Table A1 in the appendix. Even though capital-constrained firms
have a higher incentive to increase their ESG disclosure, they have less means to do so. We
13
Ultimately, we establish two models. For hypothesis H1, we use Normal ESG as the
dependent variable.
To test our Signaling hypotheses (H2 and H3), we use ESG Deviation as our
dependent variable.
4.2 Data
We obtain ESG disclosure data and data on bonds from Bloomberg. The field “RX317
– ESG Disclosure Score” provides a number between 0 and 100. This score captures the
amount of data a company discloses across all three pillars of ESG without judging the
disclosure quality.
14
We exclude all bonds from financial firms (SIC 6000–6999) due to differences in
terms of capital structure and regulation. All the remaining industries are represented in our
sample. We merge this data set with financial and operational data from Compustat. Our
sample contains 3,122 firm-year observations, which amount to approximately 320
observations per year. In total, we study 507 Firms and 1,068 Bonds. Table A1 in the
appendix provides detailed descriptions of our variables.
We draw on data from the Morgan Stanley Capital International Intangible Value
Assessment (MSCI IVA) and the Thomson Reuters Refinitiv database for our additional
analyses.
5. Results
Table 1 shows the descriptive statistics for the ESG disclosure values, bond decision,
refinancing risk, and control variables. The average Bloomberg ESG disclosure score is
29.74, with a maximum of 78.11. Moreover, the highest refinancing risk in our sample is 97
per cent, while the mean is 10.7 per cent. In our total sample, around a third of firms issued at
least one bond in a year.
7 https://www.morningstar.co.uk/uk/news/236061/anti-esg-might-be-over-before-it-even-got-going.aspx
8
https://www.responsible-investor.com/calpers-president-priya-mathur-ousted/
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16
1-digit
Description Firm-Years Percent of Total
SIC
1 Minerals and Construction 321 10,21%
2–3 Manufacturing 1478 47,01%
4 Transportation, Communications, and Utilities 529 16,83%
5 Wholesale Trade and Retail Trade 399 12,69%
7-9 Service Industries and Public 417 13,26%
Total 3,122 100%
We calculate the Pearson correlations between the variables. See Table A2 in the
appendix for the exact figures.
The results of our regression models are shown in Table 3. The results for testing
Hypothesis 1 are presented in column (2), with Normal ESG as the dependent variable.
Column (3) contains the results for ESG Deviation which tests for our two Signaling hypotheses.
Column (1) shows the results of using the ESG Disclosure Score as reported by Bloomberg.
17
Our results show that the decision to issue a bond is positively related to higher
expected ESG levels (Normal ESG, 0.963, p-value < 0.01), confirming our first hypothesis.
Refinancing risk, however, is not significantly related to Normal ESG, which means that a
higher refinancing risk alone does not lead to a significant increase in normal ESG disclosure
levels.
The interaction term Bond Decision × Refinancing Risk is insignificant, meaning that
when firms decide to issue a bond there is no significant association between higher
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Figure 1. Interaction plot for Normal ESG. This figure presents the marginal effects of refinancing risk on
normal ESG disclosure levels, in interaction with the decision to issue bond. The solid grey line represents the
estimated marginal effect of refinancing risk on normal ESG disclosure levels if firms decide not to issue a bond.
The solid black line represents the estimated marginal effect of refinancing risk on normal ESG disclosure levels
if firms decide to issue a bond. The long-dash and short-dash lines represent confidence intervals (upper and
lower boundary) of the interaction term with p values of 10 and 5 per cent.
The results of our third regression model show no significant relation between the
decision to issue a bond or the refinancing risk with deviation from the normal, expected level
of ESG disclosure. Consequently, we can reject H2.
However, the results support H3. We note a positive association of Bond Decision ×
Refinancing Risk (6.600, p-value < 0.05) on abnormally high ESG disclosure levels.
Specifically, if a firm decides to issue a bond in the following year, a change of one standard
deviation (ca. 4 per cent) in refinancing risk is associated with an over 6.5 per cent increase in
the ESG Deviation variable. Bond Decision × Refinancing Risk, which can be considered a
proxy for the pressure and action to refinance, is positively related to exceeding expected ESG
disclosure levels. This implies that, if a firm issues a bond while facing high refinancing
pressure, it abnormally increases its ESG disclosure in our sample beyond the expected levels.
19
Figure 2. Interaction plot for ESG Deviation. This figure presents the marginal effects of refinancing risk on
ESG disclosure deviation, in interaction with the decision to issue a bond. The solid grey line represents the
estimated marginal effect of refinancing risk on ESG disclosure deviation if firms decide not to issue a bond. The
solid black line represents the estimated marginal effect of refinancing risk on ESG disclosure deviation if firms
decide to issue a bond. The long-dash and short-dash lines represent confidence intervals (upper and lower
boundary) of the interaction term with p values of 10 and 5 per cent.
20
6. Additional Analyses
Results are shown in Tables 4 and 5. The subset of firms with higher earnings forecast
dispersion (Table 4) and higher earnings forecast error (Table 5) relied more heavily on
exceeding ESG disclosure expectations, as evident in both higher significance but also a much
coefficient. This is in line with the signaling hypothesis.
21
22
Another aspect of the Signaling literature is feedback and market perception (Bardos
et al., 2020), describing the receiver’s reaction to the signal. In the context of this paper, the
capital market performance of the bond issuance represents the feedback from investors.
Previous research highlights the financial benefits associated with ESG disclosure,
mainly focusing on the impact of ESG on equities (Gigante & Manglaviti, 2022; Raimo et al.,
2021, Chiesa et al., 2021). The existing research indicates lower cost of debt (Okimoto &
Takaoka (2024), Raimo et al. 2021, Eliwa et al. 2021; Cheng et al., 2014). Specifically for
corporate bank bonds, Agnese and Giacomini (2023) emphasize the importance of ESG
reporting for lower cost at issuance.
23
Table 6. Regression models for the association between normal ESG disclosure levels and deviation from
them on bond spreads. All the continuous variables are winsorised at the 1 per cent and 99 per cent levels to
mitigate the influence of outliers. Estimated coefficients are followed by standard errors in parentheses.
Significance levels at 10 per cent, 5 per cent, and 1 per cent, one-tailed, are indicated by *, **, and ***,
respectively.
Variables Bond Spreadt+1
(1)
Normal ESG -1.796**
(0.934)
ESG Deviation -0.485*
(0.319)
Financial Constraints 32.957
(70.539)
Debt Level 15.564
(12.193)
Amount Issued 0.613**
(0.286)
ROA -0.033***
(0.007)
Size -20.140**
(8.081)
Constant 443.876*
(261.089)
Observations 819
R-squared 0.200
Industry FE YES
Year FE YES
Cluster FIRM-YEAR
24
Matching our data set with the MSCI IVA results in a subsample of 434 firms. We test
the representativeness of this subsample and find that the results of our main analysis remain
robust. We establish a model to predict the expected, normal ESG performance (Normal ESG
Performance) and the deviation from it (ESG Performance Deviation) based on predictions
using the firm-level financial and operating variables and the MSCI IVA Performance Score,
adopting the same approach that we use in our main model for Normal ESG and ESG
Deviation based on Lys et al. (2015). We find no evidence suggesting that ESG performance
changes in relation to the decision to issue a bond, neither expected levels nor deviation from
them (Table 7).
9 https://www.europarl.europa.eu/thinktank/en/document/EPRS_BRI(2023)753958/
10 https://www.msci.com/documents/10199/25a39052-0b0e-4a10-bef8-e78dbc854168
11 https://www.bloomberg.com/graphics/2021-what-is-esg-investing-msci-ratings-focus-on-corporate-bottom-line/
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26
Previous research shows that the environmental and social pillars yield better access to
capital (Tan et al., 2020; Cheng et al., 2014). Hence, firms are incentivized to use the
respective E and S disclosures as a signal. Tables 8 and 9 show the results for the
differentiated E, S, and G regressions for both normal ESG disclosure levels and deviation
from them. The results are broadly in line with the main analysis, confirming the signal as
well as heightened normal disclosure levels across all three dimensions of ESG. We find
support for hypothesis H1 (Table 8) as Bond Decision is associated with higher Normal Env
(0.908, p-value < 0.05), Normal Soc (1.125, p-value < 0.01), and Normal Gov (0.798, p-value
< 0.01). The results likewise support H3 (Signaling Hypothesis, Table 9): the interaction term
Bond Decision × Refinancing Risk is associated with increased Env Deviation (7.065, p-value
< 0.05) and increased Soc Deviation (6.468, p-value < 0.1) and Gov Deviation (5.763, p-value
< 0.1).
27
28
29
We perform a series of robustness tests12. First, we ensure that our results are not
driven by our research design choices and exclude the industry fixed effects and firm-year
clustered standard errors to reduce concerns about an overfitted model. Furthermore, we
exhibit the analysis by clustering the standard errors only by firm and year instead of two-way
clustering. Next, we perform our regression analysis with only the independent variables (see
Naughton et al., 2018) and exclude the control variables. Moreover, we exclude each control
variable separately to investigate their influence in our regression analyses. The results remain
robust.
A limitation of our sample is that firms which issue bonds but do not have a
Bloomberg Disclosure Score are excluded. We cross check how many bonds we miss due to
no Bloomberg Disclosure Score and identify 219 bonds from 114 ultimate parents. However,
we note that these bonds are to a large extent issued between 2009 and 2012 (140 bonds,
64%). To test whether sample selection bias affected our results, we run a subset consisting
only of bonds issued after 2012 and find that results remain robust.
Furthermore, we investigate to what extent the dependent variables are affected by the
timing of the dependent variables. Therefore, we rerun our analysis with forwarded dependent
variables for the first, second and third year. The results remain robust for our main variables
of interest, ESG Deviationt-1 and Normal ESGt-1.
In addition, we want to ensure that our results are driven by the inherent differences
between firms that have high refinancing risk and firms that have low refinancing risk.
Therefore, we follow the steps suggested by Hainmueller (2012) and rerun our analysis with
an entropy-balanced sample. As a pre-processing step, we perform a median split based on the
Refinancing Risk variable for the weighting. Subsequently, we calibrate the unit sets based on
the control variables of our main analysis. The procedure addresses the possibility that firms
that face high refinancing risk satisfy a large set of similar covariate balance conditions
compared to firms that have low refinancing risk. The results show qualitatively similar
results to our base analyses.
In addition, we examine whether firms that are financially constrained also have fewer
resources to invest in their voluntary ESG disclosure at the time when they prepare for a bond
30
Moreover, we follow Flammer et al. (2021) and control for the firm’s age, using the
number of years containing data in Compustat as a proxy to account for the possibility that
older firms are more capable of managing refinancing risk13. Results remain robust.
7. Discussion
7.1. Implications
Our findings demonstrate that firms strategically utilize increased voluntary ESG
disclosure as a form of advertisement for a bond issue on the primary market, adding to the
growing body of research on debt markets. This highlights the powerful role of public debt
markets in incentivizing voluntary ESG reporting.
Primary markets are where fresh capital is being raised, in transactions between
investors and companies. This is different to secondary markets, where transactions occur
between investors, but firms and their cash flows are not directly impacted. Research on
primary equity markets shows that better ESG performance leads to less underpricing of IPOs
during the pandemic (Zhang & Neupane, 2024).
13We also considered to test following Flammer (2021) by rerunning our analysis with Green Bonds from the Bloomberg
database. However, after merging to our sample, the sample size was too low for a meaningful analysis.
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This matches our finding that the active signal of exceeding expectations in terms of
voluntary ESG disclosure can only be found when a firm is facing heightened refinancing
pressure. The refinancing risk drives the respective company to go the extra mile in terms of
additional disclosure beyond what is expected to ensure the issuance of the bond is successful.
Given that debt undergoes cycles of refinancing, our findings may imply a positive
effect on transparency. If firms increase their ESG disclosure in advance of a bond issuance,
investors first appreciate this higher level of transparency but then expect this higher level of
transparency in subsequent years. This can create a virtuous cycle, whereby firms need to
increase their ESG disclosure constantly – not only to distinguish themselves from other, less
transparent firms but also to meet and exceed investors’ demands for ESG information
continuously. Moreover, the competitive use of reporting to stand out from competitors may
lead to a race to the top for reporting.
While this study allows us to assess the cost of debt and thus access to capital in terms
of preferred financing conditions, our data set does not include bond issuances that failed.
While it is uncommon for a firm to pull a bond after board approval when investment banks
are already trying to sell the instrument to investors on the market, anecdotal evidence points
towards an increase in withdrawn and postponed deals.14 In a buyer’s market, in which high
yields are not enough to attract investors, it is conceivable that ESG reporting as a form of
advertisement may be a decisive factor. Therefore, it would be most interesting to investigate
how ESG disclosure influences the likelihood of success for a bond issuance.
8. Conclusion
This paper sets out to analyze voluntary corporate ESG reporting in the context of
primary market public debt issuance. Principally, we are interested in whether ESG reporting
is strategically utilized like advertisement by bond-issuing firms to achieve preferable
14 https://www.ft.com/content/4a145840-7cb2-4f42-b83a-bd1a69e71eef
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Our results demonstrate that firms indeed use ESG disclosure to gain better access to
capital. Analyzing 3,122 firm-year observations in the US corporate bond market for
nonfinancial firms from 2009 to 2017, we provide evidence that firms use abnormally high
ESG disclosure as an active signal when deciding to issuing a bond under refinancing
pressure. Moreover, bond-issuing firms have elevated normal levels of ESG disclosure
compared with non-issuing firms.
Having established the relationship between voluntary ESG reporting and corporate
bond financing, we provide further insights by conducting additional analyses. We distinguish
between the different dimensions of ESG and confirm this signal across all three ESG
dimensions for firms facing high refinancing pressure that issue a bond. We demonstrate that
the signal is especially pronounced for firms characterized by high earnings forecast
dispersion and error. Moreover, we show that investors reward increased ESG disclosure
through lower bond spreads and thus confirm financial benefits of voluntary non-financial
reporting. The deviation from the normal levels of ESG disclosure is associated with even
lower bond spreads, meaning additional disclosures further lower the cost of debt. Our
findings imply that there might be a virtuous cycle in debt financing: to meet and exceed
investors’ expectations, ESG reporting must increase every time a new bond is issued.
Furthermore, the competitive nature of advertisement may lead to a race to the top in ESG
reporting. However, we find no evidence that alongside increased ESG disclosure there is an
increase in ESG performance following the decision to issue a bond. This is interesting in the
context of greenwashing, which is currently a hot topic for financial markets.
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Dependent variable
Bloomberg ESG ESG The Bloomberg ESG Disclosure Score (RX317) is a proprietary Bloomberg score based on the extent of a Bloomberg
Disclosure company’s environmental, social, and governance (ESG) disclosure. The score ranges from 0 for
Score companies that do not disclose any of the ESG data included in the score to 100 for those that disclose
every data point. Companies that are not covered by Bloomberg for ESG data will have no score and will
show N/A. A consistent list of topics, data fields, and field weights applies across sectors and regions.
While the topics and data fields included in the score have been selected based primarily on industry
agnostic frameworks, certain topics may not apply to all industries. The environmental (E), social (S), and
governance (G) pillars are equally weighted within the overall ESG Disclosure Score, each topic within a
pillar is equally weighted, and topic weights are allocated across fields related to the issue, with
quantitative fields weighted more heavily than binary fields. This score measures the amount of ESG data
that a company reports publicly and does not measure the company’s performance on any data point.
Bloomberg ENV The Bloomberg ENV Disclosure Score. Bloomberg
ENV Disclosure
Score
Bloomberg GOV The Bloomberg GOV Disclosure Score. Bloomberg
GOV Disclosure
Score
Bloomberg SOC SOC The Bloomberg SOC Disclosure Score. Bloomberg
Disclosure
Score
Normal ESG NORMAL_ESG Normal total ESG disclosure, defined as the predicted value from a regression of total ESG disclosure on Constructed
disclosure various economic determinants described (below) and industry and year fixed effects.
ESG disclosure ESG_DEVIATION Deviation from normal total ENV disclosure, defined as the difference between ENV and Constructed
deviation NORMAL_ENV.
Normal ESG NORMAL_ENV Normal total ESG disclosure, defined as the predicted value from a regression of total ESG disclosure on
disclosure various economic determinants described (below) and industry and year fixed effects.
ESG disclosure ENV_DEVIATION Deviation from normal total ENV disclosure, defined as the difference between ENV and
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Bond decision BOND_DECISION Indicator variable showing whether the firm decided to issue a bond (0) or not (1) in the next year. This is
Bloomberg
estimated with the lagged bond issue.
Refinancing risk REF_RISK Long-term debt due in the next three years minus cash divided by total long-term debt. Compustat
Financially FIN_CONSTRAIN Measure of whether a firm is capital constrained based on the KZ Index. The capital constrained variable is
constrained constructed as a linear combination of five accounting ratios: (1) cash flow to total capital; (2) market-to-book Compustat
ratio; (3) debt to total capital; (4) dividends to total capital; and (5) cash holdings to capital.
Level of debt DEBT_LEVEL Indicator variable for the debt level based on the following lagged variables: (1) market-to-book assets; (2)
property, plant, and equipment/book assets; (3) research and development expenses/sales; (4) a dummy variable
indicating whether a firm reports no research and development expenses; (5) selling expenses/sales, (6) the
Compustat
natural logarithm of sales; and (7) Fama–French 48 industry and year dummy variables. We use the fitted values
from this model (2014) and dichotomise the variable (0 = lower debt level than average, 1 = higher debt level
than average).
Amount issued AMT_ISSUED Total amount issued via bonds in the respective year. Bloomberg
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Sales SALES Net sales divided by total assets, measured at the end of fiscal year t. Compustat
Income INCOME Income before extraordinary items divided by net sales in fiscal year t. Compustat
Cash flow CF Cash flow from operations (calculated using the indirect method) divided by total assets, measured at the end of Compustat
fiscal year t.
Leverage LEVERAGE Sum of long-term debt and debt in current liabilities divided by total assets, measured at the end of fiscal year t. Compustat
Market-to-book MTB Sum of market value of equity, long-term debt, debt in current liabilities, liquidation value of preferred stock Compustat
ratio and deferred taxes, and investment credit divided by total assets, measured at the end of fiscal year t.
Research and RnD Research and development expense scaled by net sales in fiscal year t. Compustat
development
Advertising ADVERTISING Advertising expense scaled by net sales in fiscal year t. Compustat
Litigation LITIGATION Litigation expense scaled by net sales in fiscal year t. Compustat
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Bloomberg Normal ESG ESG Bond Decision Refinancing Financial Debt Level Amount ROA Size
Score Deviation Risk Constraints Issued
Bloomberg Score 1
Normal ESG 0.647*** 1
ESG Deviation 0.781*** 0.0291 1
Bond Decision 0.258*** 0.354*** 0.0488** 1
Refinancing Risk -0.0275 -0.0487** 0.00391 -0.0889*** 1
Financial Constraints -0.412*** -0.529*** -0.107*** -0.248*** 0.0665*** 1
Debt Level 0.458*** 0.595*** 0.113*** 0.288*** -0.0486** -0.436*** 1
Amount Issued 0.206*** 0.332*** -0.00286 0.533*** -0.0476** -0.153*** 0.267*** 1
ROA 0.00770 0.0802*** -0.0557** 0.0183 -0.0180 -0.0460* 0.00809 0.00883 1
Size 0.521*** 0.802*** 0.0261 0.382*** -0.0653*** -0.571*** 0.721*** 0.419*** 0.0180 1
Notes: Significance levels at 10 per cent, 5 per cent, and 1 per cent, one-tailed, are indicated by *, **, and ***, respectively.
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