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The Partial Adjustment Effect and the Underpricing of Private Firms
Abstract
We examine valuation revisions of private targets with a unique sample of acquisitions of withdrawn IPOs. Targets that experience positive valuation changes between their IPO filing and subsequent acquisition are associated with higher acquirer announcement returns. This initially surprising relation parallels the partial adjustment effect observed in IPOs. Our results are consistent with the two prevailing explanations for the partial adjustment effect: compensation to purchasers for the provision of favorable information and behavioral biases in negotiation outcomes that are commonly known as prospect theory.
We investigate how investment bankers use indications of interest from their client investors to price and allocate new issues. We model the process as an auction constructed to induce asymmetrically informed investors to reveal what they know to the underwriter. The analysis yields a number of empirical implications, including that new issues will be underpriced and that distributional priority will be given to an underwriter's regular investors. We also find that tension between an underwriter's propensity to presell an issue and an issuing firm's desire to obtain maximum proceeds affects the type of underwriting contract chosen.
We examine a sample of 12,023 acquisitions by public firms from 1980 to 2001. The equally weighted abnormal announcement return is 1.1%, but acquiring-firm shareholders lose $25.2 million on average upon announcement. This disparity suggests the existence of a size effect in acquisition announcement returns. The announcement return for acquiring-firm shareholders is roughly two percentage points higher for small acquirers irrespective of the form of financing and whether the acquired firm is public or private. The size effect is robust to firm and deal characteristics, and it is not reversed over time.
This paper shows that acquirer returns are significantly positively associated with target-specific factors that make the target more difficult to value and increase the information asymmetry between the bidder and target about the target's value, but only when the bidder uses the optimal acquisition contract in the face of one-sided information asymmetry. Specifically, we demonstrate that acquirer announcement returns in a sample of acquisitions of privately held targets, for which information asymmetry is likely to be a considerable problem, are significantly higher when bidders use stock as the method of payment and the target firm is small, is research and development intensive, or has a balance sheet laden with intangible (and difficult to value) assets. Furthermore, acquirer returns are related to these factors only when it is likely that market participants would themselves have difficulty assessing the value of the target firm to the acquirer and the acquirer employs the optimal acquisition contract (stock) in the acquisition. While our sample only contains acquisitions of privately held target firms, our results have broader implications for the relation between the value of acquisitions for acquirers and the degree of opacity of the target's information environment.
In this paper, we examine the characteristics of acquisition of private firms by public companies and explore the impact that venture capital-backing has on the acquirer's characteristics, form of payment, announcement returns, as well as long-run stock price and operating performance. We find that compared to the acquirers of other private companies, those firms that acquire private venture capital-backed companies tend to be larger, have higher Tobin's Q, and are more likely to use equity in the transaction and buy companies in a related industry. The market tends to react more negative to announcement of the acquisition of a venture capital-backed company, but the long-run stock market and operating performance is superior than other private acquisitions. We find that the use of stock and related transaction predicts better long-run performance. Our results suggest that the acquirers of private venture capital-backed companies do not suffer any adverse selection problem and continue to have superior performance in the long-run.
We examine announcement period abnormal returns to acquirers of listed and unlisted targets in 17 Western European countries over the interval 1996-2001. Acquirers of listed targets earn an insignificant average abnormal return of -0.38%, while acquirers of unlisted targets earn a significant average abnormal return of 1.48%. This listing-related factor in acquirers' returns persists through time and across countries and remains after controlling for the method of payment for the target, the acquirer's size and Tobin's Q, pre-announcement leakage of information about the transaction, whether the acquisition created a blockholder in the acquirer's ownership structure, whether the acquisition was a cross-border deal, and other variables. The fundamental factors that give rise to this listing-related effect, which has also been documented in US acquisitions, remain elusive.
The U.S. book-building method has become increasingly popular for initial public offerings (IPOs) worldwide over the last decade, whereas sealed-bid IPO auctions have been abandoned in nearly all of the many countries in which they have been tried. I model book building, discriminatory auctions, and uniform price auctions in an environment in which the number of investors and the accuracy of investors’ information are endogenous. Book building lets underwriters manage investor access to shares, allowing them to reduce risk for both issuers and investors and to control spending on information acquisition, thereby limiting either underpricing or aftermarket volatility. Because more control and less risk are beneficial to all issuers, the advantages of book building's allocational flexibility could explain why global patterns of issuer choice are surprisingly consistent. My models also predict that offerings with higher expected underpricing have lower expected aftermarket volatility; that an auction open to large numbers of potential bidders is vulnerable to inaccurate pricing and to fluctuations in the number of bidders; and that both book-built and auctioned IPOs will exhibit partial adjustment to both private and public information.
This paper documents average acquisition discounts for stand-alone private firms and subsidiaries of other firms (unlisted targets) of 15% to 30% relative to acquisition multiples for comparable publicly traded targets. My results are strongly consistent with the notion that sale prices for unlisted targets are affected by both the need for, and availability of, the liquidity provided by the buyer. Corporate parents are significantly liquidity-constrained prior to the sale of a subsidiary, particularly when the subsidiary is being sold for cash. Furthermore, acquisition discounts are significantly greater when debt capital is relatively more expensive to obtain, and when the parent firm has below-market stock returns in the 12 months prior to the sale.
We investigate issuers withdrawing an IPO (after security regulation filings) that return later for a successful offering. Venture capital backing and reputation of the lead underwriter are key factors in predicting successful return. The possibility of returning has a significant impact on the decision to withdraw and the pricing of offerings that succeed. Our sample of returning IPOs also provides a unique setting to investigate underwriter switching after a withdrawal but before a successful IPO. We find that switching occurs in response to poor bank performance and when switching firms “graduate” to banks that have high industry market shares.
This paper investigates underwriters’ treatment of public information throughout the IPO pricing process. Two key findings emerge. First, public information is not fully incorporated into the initial price range. While the economic magnitude of the bias is small, it is puzzling because it is not clear who benefits from it. Further, it indicates that the filing range midpoint is not an unbiased predictor of the offer price, as prior literature has assumed. Second, while public information is similarly not fully incorporated into the final offer price, the small economic significance of this relation indicates that the IPO pricing process is almost efficient.
This study develops a model in which rational issuers maximize the expected surplus from going public by choosing an offer price that weighs the benefit of higher proceeds if the offer is completed against the cost of foregone surplus if the offer fails. Increases in the market valuation of comparable firms during the waiting period imply higher surplus associated with going public; issuers respond with a partial revision in the offer price to elevate the probability of completion. The model offers insights into many facts associated with initial public offering pricing, including partial adjustment to market returns, the inverse relation between withdrawal and market returns, the asymmetric price adjustment to up versus down market returns, hot-issue markets, and unconditional underpricing.
This paper documents that the relation of the final offer price to the range of anticipated offer prices disclosed in the preliminary prospectus is a good predictor of initial returns. Issues that have final offer prices which exceed the limits of the offer range have greater underpricing than all other initial public offerings, and are also more likely to increase the number of shares issued. These results are consistent with the pricing and allocation schedule proposed by Benveniste and Spindt (1989), in which shares in an offering are rationed and prices only partially adjust to new information.
This study examines the effect of mergers on the wealth of bidding firms' shareholders. Bidding firms gain significantly during the twenty-one days leading to the announcement of each of their first four merger bids. These results fail to support the capitalization hypothesis that bidders' gains are captured at the beginning of merger programs. Bidders' abnormal returns are positively related to the relative size of the merger partners, and the gains during the announcement period are larger for mergers which are successful. Though the gains are larger prior to 1969, merger bids after 1969 also significantly increase the wealth of bidding firms' shareholders. The results suggest that the inconclusive findings of the earlier studies may be due to methodological deficiencies. The findings of this study are consistent with value-maximizing behavior by the management of bidding firms.
One of the puzzles regarding initial public offerings (IPOs) is that issuers rarely get upset about leaving substantial amounts of money on the table, defined as the number of shares sold times the difference between the first-day closing market price and the offer price. The average IPO leaves $9.1 million on the table. This number is approximately twice as large as the fees paid to investment bankers and represents a substantial indirect cost to the issuing firm. We present a prospect theory model that focuses on the covariance of the money left on the table and wealth changes. Our reasoning also provides an explanation for a second puzzling pattern: much more money is left on the table following recent market rises than after market falls. This results in an explanation of hot issue markets. We also offer a new explanation for why IPOs are underpriced. Copyright 2002, Oxford University Press.
In the 1980s, the average first-day return on initial public offerings (IPOs) was 7%. The average first-day return doubled to almost 15% during 1990-1998, before jumping to 65% during the internet bubble years of 1999-2000 and then reverting to 12% during 2001-2003. We attribute much of the higher underpricing during the bubble period to a changing issuer objective function. We argue that in the later periods there was less focus on maximizing IPO proceeds due to an increased emphasis on research coverage. Furthermore, allocations of hot IPOs to the personal brokerage accounts of issuing firm executives created an incentive to seek rather than avoid underwriters with a reputation for severe underpricing.
We derive a behavioral measure of the IPO decision-maker's satisfaction with the underwriter's performance based on Loughran and Ritter (2002) and assess its ability to explain the decision-maker's choice among underwriters in "subsequent" securities offerings. Controlling for other known factors, IPO firms are less likely to switch underwriters when our behavioral measure indicates they were satisfied with the IPO underwriter's performance. Underwriters also extract higher fees for subsequent transactions involving satisfied decision-makers. Although our tests suggest that the behavioral model has explanatory power, they do not speak directly to whether deviations from expected utility maximization determine patterns in IPO initial returns. Copyright 2005 by The American Finance Association.
We study shareholder returns for firms that acquired five or more public, private, and/or subsidiary targets within a short time period. Since the same bidder chooses different types of targets and methods of payment, any variation in returns must be due to the characteristics of the target and the bid. Results indicate bidder shareholders gain when buying a private firm or subsidiary but lose when purchasing a public firm. Further, the return is greater the larger the target and if the bidder offers stock. These results are consistent with a liquidity discount, and tax and control effects in this market. Copyright The American Finance Association 2002.
This paper provides support for the certification role of venture capitalists in initial public offerings (IPOs). Consistent with the certification hypothesis, a comparison of venture capital backed IPOs with a control sample of nonventure capital backed IPOs from the 1983 through 1987 matched as closely as possible by industry and offering size indicates that venture capital backing results in significantly lower initial returns and gross spreads. In effect, the presence of venture capitalist in the issuing firms serves to lower the total costs of going public and to maximize the net proceeds to the offering firm. In addition, the authors document that venture capitalists retain a significant portion of their holdings in the firm after the IPOs. Copyright 1991 by American Finance Association.
This paper examines the returns earned by subscribing to initial public offerings of equity. K. Rock (1986) suggests that initial public offerings of equity returns are required by uninformed investors as compensation for the risk of trading against superior information. The authors show that initial public offerings of equity with more informed investor capital require higher returns. The marketing underwriter's reputation reveals the expected level of "informed" activity. Prestigious underwriters are associated with lower risk offerings. With less risk there is less incentive to acquire information and fewer informed investors. Consequently, prestigious underwriters are associated with initial public offerings of equity that have lower returns. Copyright 1990 by American Finance Association.
Analysis of decision making under risk has been dominated by expected utility theory, which generally accounts for people's actions. Presents a critique of expected utility theory as a descriptive model of decision making under risk, and argues that common forms of utility theory are not adequate, and proposes an alternative theory of choice under risk called prospect theory. In expected utility theory, utilities of outcomes are weighted by their probabilities. Considers results of responses to various hypothetical decision situations under risk and shows results that violate the tenets of expected utility theory. People overweight outcomes considered certain, relative to outcomes that are merely probable, a situation called the "certainty effect." This effect contributes to risk aversion in choices involving sure gains, and to risk seeking in choices involving sure losses. In choices where gains are replaced by losses, the pattern is called the "reflection effect." People discard components shared by all prospects under consideration, a tendency called the "isolation effect." Also shows that in choice situations, preferences may be altered by different representations of probabilities. Develops an alternative theory of individual decision making under risk, called prospect theory, developed for simple prospects with monetary outcomes and stated probabilities, in which value is given to gains and losses (i.e., changes in wealth or welfare) rather than to final assets, and probabilities are replaced by decision weights. The theory has two phases. The editing phase organizes and reformulates the options to simplify later evaluation and choice. The edited prospects are evaluated and the highest value prospect chosen. Discusses and models this theory, and offers directions for extending prospect theory are offered. (TNM)
Previous research questions the use of best-efforts offering methods for IPOs since firm-commitment offerings have lower direct issue costs. This paper attempts to explain the choice of best-efforts methods by focusing on an indirect offering cost: the possibility that an offering will be unsuccessful. Determinants of offering success, including offering size, price, underwriter reputation and the clustering of filings, have different impacts on the likelihood of success for these offering methods. Unsuccessful offerings are also found to be costly. Issuers select the offering method that provides the greater ex ante probability of success, all else equal, consistent with cost minimization.
Explores the nature of the venture capital investment through examination of initial public offerings (IPOs). Venture capitalists are often active investors who participate in management of the firms. The venture capital investment can be ended in a variety of ways, with the sale of the company's shares through a public offering being the most prevalent. Data used in the analysis includes 433 IPOs that were backed by venture capitalists from 1978 to 1987 and 1,123 IPOs without such backing. Results show that venture capitalists tend to focus on certain industries, in order to develop an expertise. In this case, the focus was on computer equipment, electrical and electronic components, instrumentation, and business services. The median offering size of firm IPOs backed by venture capitalists was larger than the size of those not backed. Based on analysis of the full sample, it appears that venture capitalists are able to bring public the firms they back earlier than would have otherwise been possible. This likely occurs because of the industries in which the venture capitalists focus. Venture capitalists take a monitoring role, demonstrated by serving on the board, maintaining the investment beyond the IPO, and holding a large equity position in a portfolio firm. Finally, it is determined that investor uncertainty is reduced with the quality of the venture capitalist's monitoring skill. A decrease in investor uncertainty was found to decrease IPO underpricing. These findings support the notion that venture capitalists play an important role in new enterprise. (SRD)
Under the bookbuilding procedure, the investment banker asks institutional investors how many shares they would like to buy and the maximum price they are willing to pay. After collecting the information, the investment banker uses it to price the issue and to allocate shares among the investors. We examine the books from 39 international issues. For each issue we look at the bids and the corresponding allocation. We infer some of the criteria the investment banker uses in order to allocate shares. Our results have implications for the various theories related to the underpricing of initial public o#erings. Address for correspondence: London Business School, Institute of Finance and Accounting, Sussex Place, Regent's Park, London NW1 4SA, UK. Email: Fcornelli @lbs.ac.uk and Dgoldreich@lbs.ac.uk. # We are grateful to Julian Franks for insightful comments and to seminar participants at the London Business School and Wharton. We also thanks Sebastian de Ramon for excellent research assistance. Part of this researchwas done while F. Cornelli was visiting the Wharton School, whose generous hospitality is gratefully acknowledged. The project was supported by an LBS Research Fellowship Grant. 1.
Does prospect theory explain IPO market behavior Why don’t issuers get upset about leaving money on the table in IPOs?
- A Ljungqvist
- W Wilhelm
- Jr
Ljungqvist, A. and W. Wilhelm, Jr., 2005, Does prospect theory explain IPO market behavior? Journal of Finance 60(4), 1759-1790. r23 Loughran, T. and J. Ritter, 2002, Why don’t issuers get upset about leaving money on the table in IPOs? Review of Financial Studies 15(2), 413-443