Secondary Equity Offerings Research Articles

Are secondary equity offerings of Black Economic Empowerment (BEE) REITs less underpriced than non-BEE REITs?

PurposeThe purpose of this paper is to contribute to the literature on secondary equity offerings (SEOs) by examining the impact of the Black Economic Empowerment (BEE) policy on secondary equity offering (SEO) pricing dynamics of South African Real Estate Investment Trusts (REITs).Design/methodology/approachWith a sample of 152 SEOs of South African REITs from 2010 to 2020, ordinary least squares (OLS) models, fixed effect models, parametric and non-parametric tests were applied to test for the impact of BEE on the underpricing of SEOs.FindingsSignificant underpricing is discovered in highly compliant (BEE) REITs; in other words, SEOs pricing of BEE compliant REITs are more underpriced compared to non-compliant BEE REITs. With this, BEE compliant REITs and more so, highly compliant BEE REITs in particular leave more money on the table.Practical implicationsThe government is therefore aware of the impact policy interventions play when REITs raise financing through SEOS. With these, highly compliant BEE REITs will need to be more strategic when making BEE compliance decisions as this is shown in our study to impact the underpricing of SEOs.Originality/valueThis is the first study to investigate SEO underpricing for the BEE policy using the South African REITs context.

Private equity exits after IPOs

We examine post-IPO exits of private equity sponsors of portfolio firms via follow-on secondary equity offerings and third party takeovers. Sponsors retain considerable ownership in listed portfolio firms for lengthy periods after IPOs, well beyond lockup expiration. After private equity post-IPO secondary offerings, corporate profitability is strongly superior to benchmark firms, indicating portfolio firms are successfully prepared for private equity's subsequent exit. Nevertheless, share prices fall at offering announcements, reflecting the failure of private equity sponsors to exit stakes in listed entities at the high premiums paid in third party takeovers, premiums that are invariably shared equally with public shareholders.

How and Why Do Managers Use Public Forecasts to Guide the Market?

We compare public managerial forecasts with internal forecasts collected by a large-scale government survey. Although both forecasts are mandatory, predict corporate investment, and are overoptimistic on average relative to realizations, public forecasts tend to be pessimistic relative to internal forecasts. Managers under more shareholder pressure and with higher pay-performance sensitivity are more publicly pessimistic. The relative pessimism predicts higher stock returns, positive earnings surprises, and more executive compensation. However, managers decrease pessimism when issuing secondary equity offerings and become publicly optimistic when they are financially constrained, consistent with an inter-temporal trade-off between beating managerial targets versus maintaining financial flexibility.

Security regulations, access to capital markets, and firm performance: Evidence from China

AbstractThis study explores the cost of security regulations in China, where firms are required to meet a certain profitability benchmark before applying for permission to raise more equity via secondary equity offerings (SEOs). Using a difference‐in‐differences setting, we show that firms affected by the regulation (i.e., firms with high external financing demands (EFD) but profitability lower than the regulatory requirement) significantly underperform their counterparts, while unaffected firms do not. The affected firms’ performance decline increases (decreases) when the requirement of profitability is more (less) restricted. Consistently, the three‐day cumulative abnormal return (CAR) of firms with high EFD is significantly negative (positive) when the regulation is tightened (loosened). Our study provides evidence on how the cost of regulation affects companies that have growth opportunities.

The long run performance of secondary equity offerings on the Johannesburg Stock Exchange

PurposeOpinions have been divided on whether there is a rational explanation to the reason behind seasoned equity offerings (SEOs) or whether the explanation lies within the behavioural intricacies attributed to stock market participants. The paper aims to discuss these issues.Design/methodology/approachThis study investigates the long-run performance of firms conducting SEOs on the Johannesburg Stock Exchange (JSE) over the period of 1998–2015, by examining the return performance and operating performance of firms, along with the impact of investor sentiment on these variables.FindingsThe results of this study are inconsistent with the existing literature, which argues that the long-run performance of issuing firms signalled an initial underreaction to SEOs buoyed by over-optimistic investors.Research limitations/implicationsInstead, the long-run performance of issuing firms is adequately explained by the rational models centred on the risk-return framework, implying that investors are reacting swiftly to SEOs in an unbiased fashion.Originality/valueInvestor sentiment does not materially influence the long-run share performance or operating performance of issuing firms, casting doubt on the ability of the market timing theory to explain the long-run performance of SEOs. The authors thus find that SEO performance cannot be explained by behavioural-based reasoning, in contrast to some asset pricing studies on the JSE which indicate the role of sentiment in explaining returns.

Role of market timing and market conditions: Evidence from seasoned equity offerings

In this paper, we examine the impact of market timing versus market conditions hypotheses on the equity issuance decisions of SEO firms. Indian initial public offerings and secondary equity offerings market provide a perfect setting to test this phenomenon. We examine BSE and NSE listed 970 SEOs during 20-year time period. We use direct as well as indirect measures to examine our hypotheses and the results show that in India, there is evidence for both market timing and market conditions hypotheses for SEOs. Hence, for firms issuing SEOs in India, market timing as well as market conditions are important. The results of negative long run performance of SEOs support firm specific as well as aggregate market timing. Also, market timing by SEOs is strong during hot issue period compared to the cold issue period. Our regulatory regime-wise analysis show that, in the regulatory era there is evidence for market timing and market conditions for SEO issuance, albeit weak whereas for the non-regulatory era firms issue equity to time the market only.

The short-run performance of equity issues in South Africa: Bad timing or a last resort?

Understanding the stock market’s reaction to secondary equity offerings (SEOs) is vital for managers who are commonly tasked with deciding on how to finance their firm’s operations. This study investigated the short-run performance of firms conducting equity issuance on the Johannesburg Stock Exchange (JSE) over the period 1998–2015 by exploring both rational and behavioural models in predicting SEO behaviour. Event-study analysis reveals that the market generally reacts negatively to the announcement of SEOs with a statistically significant average two-day cumulative abnormal return of -2.6%. We also found that the probability of a firm conducting a SEO is significantly negatively related to the number of years listed and the future share return. Although it would make sense that more corporate activity takes place during periods of high investor sentiment, there is no significant evidence that firms conducting SEOs are attempting to time the market.

Secondary Equity Offerings Long Run Underperformance: Puzzle or Mistake

This study examines whether misvaluation which causes long run underperformance is present when firms issue additional equity and if firms time the additional equity issue when market as a whole overvalues the firms, in order to capitalise on the value appreciation. The overvaluation is measured as the difference between the market value of the issuing firm 30 days prior to the equity issue date and the fundamental value of the firm 1 year prior to the day of equity issue. The fundamental value is quantified using the residual income valuation method. The results are partially consistent with the existing empirical literature, as misvaluation is present when firms issue additional equity. However, firms do not specifically time the issuance of equity with overall market overvaluation as based on the results collected, more additional equity were issued when misvaluation levels were lower.

A study on institutional investors selecting better stocks: Evidence from SEOs in China

Using the data of stock returns and the variations of quarterly institutional ownership around Secondary Equity Offerings (SEOs) in China from 2004 to 2008, we verify that institutional investors are smart in selecting stocks. Sorting the SEOs samples into two groups according to whether there is an increase or decrease in institutional ownership, we find no significant difference in stock returns between the two groups before SEOs, but higher returns among the group with increases in institutional ownership over 1 month, 3 month, 6 month, 9 month, 12 month and 18 month periods, respectively. This result indicates the evidence of the stronger stock selection ability of institutional investors.

The role of arbitrage risk on the elasticity of demand: New evidence from 100% secondary equity offerings

We examine the elasticity of demand curves using a recent sample of 100% secondary equity offerings (i.e., a large block of shares held by current shareholders; the proceeds of the sale go to the selling shareholders, not the issuing company) and employ measures of arbitrage risk that allow us to control for variation in arbitrage risk. We find that demand curves are inelastic for firms with high levels of arbitrage risk and elastic for all others. We also document that during the second half of our sample period demand curves are elastic for all stocks regardless of the arbitrage risk.

Earnings Management around Secondary Equity Offerings by Insiders

The problem is author cannot isolate IPO incentives for earnings management (Hughes, 1986, Clarkson et al., 1992; Teoh, Welch, and Wong, 1998a, b; Heron and Lie, 2004; Ball and Shivakumar’s, 2008) because managers do manage earnings upwards before IPO and later downward after IPO. If managers avoid litigation from shareholders, they can choose not to manage earnings rather than managing less earnings. If investors think they may be misled about firm value, they can ask lower share price and managers do not need manage earnings. I think it should provide more evidence to persuade me. Of course, DuCharme et al. (2004) provide evidence that firms with upward earnings management face higher litigation risk. But, they can choose not to manage earnings so as to not face this litigation risk. However, the researchers argue that managers even manage earnings downwards to avoid. It is another matter because litigation risk can deter firms managing upward EM but does not mean they need to manage down. It needs to provide more prior works to show that firms with higher litigation risk are likely to manage earnings downwards. It is reasonable for firms managing upward after SEO.

Equity Financing Regulation and the Optimal Capital Structure: Evidence from China

The “Supply-side effect” on financial management caused by market imperfection has increasingly been concerned. During the transition period, there is strict securities regulation in China’s capital market, which brings the supply-side constraints to corporate financing. Using the data of listed companies those take secondary equity offerings between 1993-2007 in China’s A-share market, the paper examines how the change of regulation policies on SEOs affects cor-porate financing decisions. Our result shows that regulation policy is a significant factor to the amount of refinancing and the optimal capital structure. This result provides important evidence on how the equity regulation environment affects corporate financial management.

Secondary equity offerings as a leading indicator of market performance

Secondary Equity Offerings as a Leading Indicator of Market Performance examines the perception of an imminent market downturn as a motive behind new dilutive stock issuances. Market conditions, represented by the value of the TSX composite index, are found to have a weak , yet significant relationship with the total gross proceeds of secondary offerings. The paper interprets this relationship as evidence that an influx of seasoned equity offerings is a leading indicator of a market downturn. The paper suggests that this is a result of opportunistic managers cashing in on favourable market conditions in order to insulate their capital holdings while the opportunity is still available. The paper observes a trend in which the leading secondary issuances tend to occur in two distinct peaks. The “dual peak” effect is believed to be a product of herding by managers due to relative risk sensitivity.

Avoiding Distortion in Corporate Valuation Litigation: An Application of Discounted Cash Flow

Avoiding Distortion in Corporate Valuation Litigation: An Application of Discounted Cash Flow

Credit Risk, Liquidity Risk, and Optimal Capital Structure under Incomplete Accounting Information

In a structural model for credit risk we endogenize inability to pay as a second independent reason for default besides overindebtedness. Inability to pay is triggered by rational behavior of incompletely informed outsiders. The firm needs to raise additional cash via secondary equity offerings in order to service it's coupon payments. Underpricing of secondary equity offerings is explained as necessary for these offerings to be successful. In addition to Duffie/Lando (2001) we find that the liquidity risk has a strong impact on the current firm value and the optimal leverage. Credit spreads of debt in the primary market depend on the degree of liquidity risk. They can be lower or higher than in case without liquidity risk. Our results have a number of additional, interesting consequences. Contrary to Duffie/Lando (2001) incomplete information of outside investors has an impact on the default probability of the firm and therefore on the optimal capital structure which is determined in the primary market. The debt-equity ratio is typically lower than in the Duffie/Lando (2001) model that operates under complete information in the primary market and can result in lower credit spreads.

The Pricing of Assurance Services in Secondary Equity Offerings

This paper examines the pricing of assurance services in secondary equity offerings (SEOs). Our empirical model extends initial public offering (IPO) fee specifications to include variables that are unique to, or more relevant for, secondary offerings. We document an inverse relationship between SEO fees and a client's ability to delay its secondary offering, suggesting that auditors do not charge as much for SEOs made by relatively mature firms. The relationship reverses, however, when the client is required to use more comprehensive types of filings (i.e., when assurance effort is higher). We also show that fees are higher when the SEO comes to market during the client's annual audit period. This finding is consistent with the shifting of year-end audit fees to SEO engagements in an effort to boost earnings for both clients and auditors (at the expense of shareholders). We cannot, however, unambiguously conclude that fee shifting exists, as the observed fee premium could be explained by other factors.

Recapitalization of one class of common stock into dual-class: Growth and long-run stock returns

We study a sample of 178 firms that changed from a one-share one-vote into a dual-class common stock structure during 1979–1998. We find that dual-class recapitalizations are shareholder value enhancing corporate initiatives. Using accounting data, Lehn et al. (1990) [Lehn, K., Netter, J., Poulsen, A., 1990. Consolidating corporate control: dual-class recapitalizations versus leveraged buyouts. Journal of Financial Economics 27, 557–580] provide evidence that dual-class recapitalizing firms grow faster than firms in a control group and undertake secondary equity offerings (SEOs) to finance growth. We show that growth is indeed beneficial to the shareholders. The stockholders, on average, earn significant positive abnormal returns of 23.11% in a period of 4 years following the announcement month. Furthermore, abnormal returns are even larger (52.61%) for the dual-class firms that issue equity. This evidence is especially supportive of the value enhancing hypothesis as it is contrary to the prevailing result that SEOs are generally followed by large negative returns. We do not find any evidence of managerial entrenchment.

The Long‐Run Performance of Secondary Equity Issues: A Test of the Windows of Opportunity Hypothesis

We examine long‐run stock and operating performance following secondary equity offerings. For a subsample of issuers in which the seller is an insider, both 3‐ and 5‐year post‐issue abnormal stock returns are significantly negative. The findings are robust to alternative long‐run abnormal return measurement methodologies. The abnormal returns are large relative to the initial market reaction (the mean 5‐year abnormal returns is −33.33%). The operating performance of these firms also declines subsequent to the issue. This supports the hypothesis that the negative performance of secondary equity offerings can be attributed to managers exploiting “windows of opportunity” by issuing overvalued shares.

Unit initial public offerings: Staged equity or signaling mechanism?

We investigate the use of unit (i.e., package) initial public offerings by Australian industrial firms and conclude that their use reflects their role as a signaling mechanism (Chemmanur and Fulghieri, 1997), as distinct from the agency–cost explanation offered by Schultz (1993). From a sample of 394 IPOs between 1976 and 1994, the 66 firms making unit offerings are typically riskier, use less prestigious underwriters and have a lower level of retained ownership than other IPO firms. While these results are also consistent with Schultz's agency cost explanation, other results we report are not. We find no difference in underpricing etween unit IPOs and other IPO firms, nor are there any significant differences in the planned uses of proceeds reported in the prospectus, post–listing failure rates or secondary equity offerings of the type predicted by Schultz. We do however, report evidence consistent with a prediction unique to the signaling explanation. After controlling for the level of ownership retained by insiders, the proportion of firm value sold as warrants is increasing in IPO firms’ riskiness.

Recapitalization of One Class of Common Stock into Dual-Class: Growth and Long-Run Stock Returns

We study a sample of 178 firms that changed from a one-share one-vote into a dual-class common stock structure during 1979-1998. We find that dual-class recapitalizations are shareholder value enhancing corporate initiatives. Using accounting data, Lehn, Netter and Poulsen (1990) provide evidence that dual-class recapitalizing firms grow faster than firms in a control group and undertake secondary equity offerings (SEOs) to finance growth. We show that growth is indeed beneficial to the shareholders. The stockholders, on average, earn significant positive abnormal returns of 23.11% in a period of four years following the announcement month. Furthermore, abnormal returns are even larger (52.61%) for the dual-class firms that issue equity. This evidence is especially supportive of the value enhancing hypothesis as it is contrary to the prevailing result that SEOs are generally followed by large negative returns. We do not find any evidence of managerial entrenchment.