Earnings management by acquiring firms in cash mergers

Abstract

We examine earnings management by cash bidders with debt financing. We hypothesise and find that highly leveraged cash bidders seeking to fund bids with debt manage earnings in the pre-merger period to secure the funding with better terms. Leverage plays a key role in this setting because we expect more leveraged bidders to find it more difficult to obtain the necessary funds with good lending terms to carry-out the bid, which increases their incentives to manage earnings. We consider earnings management through classification shifting and accruals, and find that classification shifting is more prevalent when managers appear to be constrained in their ability to manage accruals. Additionally, we find evidence that greater earnings management is associated with lower interest rates, larger debt amounts, and fewer financial covenants. This suggests that pre-merger earnings management efforts by highly leveraged cash bidders appear to be successful in securing debt funds with better terms. Whereas prior research on earnings management by bidders focuses primarily on stock bidders, we extend this research to cash bidders; we highlight that highly leveraged debt-financed bidders also engage in opaque financial reporting decisions prior to the bid announcement.