Secondary Equity Research Articles

Equity Markets and Economic Development: Does the Primary Market Matter?

This article examines the role played by primary and secondary equity markets in economic growth. It departs from standard literature to integrate both markets and to explicitly acknowledge the primary equity market. By employing a variety of dynamic panel estimators for 54 countries over the period 1995‐2010, we show that the primary equity market is not an important determinant of economic growth, although it facilitates the development of the secondary market. This study also confirms the importance of liquidity provided by the secondary market. The evidence here calls for further investigation into the capital‐raising function of equity markets.

Hedge Fund Involvement in Convertible Securities

Convertible arbitrage hedge funds combine long positions in convertible securities with short positions in the underlying stock. In effect, hedge funds use their knowledge of the borrowing and short‐sale market to hedge themselves while distributing equity exposure to a large number of well‐diversified investors through their short positions.The authors argue that many “would‐be” equity issuers that would otherwise pay high costs in a secondary equity issue choose instead to issue convertible debt to hedge funds that in turn distribute equity exposure to institutional investors. This allows companies to receive “equity‐like” financing today at lower cost than a secondary equity offering. The authors' findings also suggest that more convertibles will be privately placed with hedge funds when issuer and market conditions suggest that shorting costs will be lower.

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.

Drivers of Value Creation in a Secondary Buyout: The Acquisition of Brenntag by BC Partners

Purpose – While secondary buyouts have gained in importance in recent years, specific drivers of value creation of this type of private equity deal are not yet well understood. Through the in-depth analysis of the acquisition of Brenntag by BC Partners, we develop propositions on the value creation profile in secondary buyouts. Design/methodology/approach – We use a single case study design to explore the information-rich context of a secondary buyout. The Brenntag case epitomizes the development of a company from being part of a large conglomerate to being private equity owned after the primary and secondary buyout up to being publicly listed. Our analysis is based on nine semi-structured interviews with key protagonists and the analysis of primary company data as well as additional secondary data sources. Findings – We propose that even if the investment management and monitoring skills of the primary and secondary private equity group are similar there is still the potential to realize operational improvements in a secondary buyout due to either an early exit of the primary private equity group or measures that further enhance management incentivisation. Furthermore, the Brenntag case shows that low information asymmetries can lead to higher leverage and that opportunities for multiple expansion are limited in secondary buyouts.Originality/value – While a secondary buyout has been a common exit route in recent years, we are the first to undertake an in-depth case analysis of a secondary buyout. Our study helps researchers and practitioners to enhance their understanding of drivers behind the value creation profile of secondary buyouts.

The level of representative underwriting and the underwriting costs of REIT SEOs

PurposeThe purpose of this paper is to investigate factors influencing the underwriting discount for US Real Estate Investment Trust (REIT) Seasoned Equity Offerings (SEOs).Design/methodology/approachThe study provides new evidence on determinants of underwriting discounts with a comprehensive dataset of 783 US REIT SEOs from 1996 until June 2010. Ordinary least squares regressions are performed to estimate the effect of the level of representative underwriting along with other potential factors on underwriting discounts.FindingsThe study complements the well‐documented notion of the economies of scale in SEO underwriting discounts. The equally (value) weighted underwriting discounts averaged 4.21 per cent (4.10 per cent) with a declining trend over time. The findings of this study show the statistically and economically significant negative effect of the level of representative underwriting on the underwriting discounts, as well as the significance of the structure of underwriting syndicate in determining the underwriting discounts. The findings suggest that issuers can minimize the costs of raising secondary equity capital by optimally allocating the underwriting business among the underwriters.Originality/valueThis paper adds to the international REIT SEO literature by exploring new evidence behind underwriting discounts. The study includes data before and after the REIT Modernization Act 1999 and during the recent global financial crisis period.

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.

控股股东资产注入行为及其影响因素研究 Research on Majority Shareholders’ Behavior of Assets-Injecting and Its Influencing Factors

本文通过两方面的比较，运用Logistic 回归来研究控股股东在资产注入定向增发事件中的行为选择。在是否注资增发的行为选择中，研究发现市价或基准价格越低于每股内在价值的企业进行定向增发、大股东进行资产注入的可能性越大。其中关联交易程度和股权集中度对该决策具有显著影响，充分说明了控股股东进行注资增发的动因主要在于控制权巩固的激励及减少关联交易做强上市公司的同时获取更多收益。在是否以资产作为对价支付的行为选择中，控股股东确实存在选择偏好。且控股股东持股比例增加率及公司规模对方式选择有显著影响。没有发现控股股东背景对上述决策有显著影响。资产负债率等传统的解释股权再融资的控制变量在这里也缺乏解释力。 This paper uses Logistic regression model to research majority shareholders’ behavior choices in the event of assets-injecting of private placement. It compares in two aspects. In the choice of whether to inject assets or not, this paper discovers that the companies whose market prices or benchmark prices are lower than their intrinsic value are more able to issue stocks to specific objects and their majority shareholders are more able to inject assets. Related transaction level and HERF are the two main factors which influence majority shareholders’ decision-making markedly. That suggests the main aims of majority shareholders’ injecting assets in private placement are solidifying control rights and reducing related transaction in order to improve listed companies and meanwhile wish to gain more profits in the future. In the choice of whether to purchase by assets or cash, this paper discovers that there really exists majority shareholders’ preference. Increment rate of shareholding ratio and size of the company are the two main factors which influence majority shareholders’ decision-making significantly. This paper doesn’t discover that majority shareholders’ background has prominent influence on the decision-making. Also, control variables such as asset-liability ratio which used to explain secondary equity offering traditionally can’t explain here.

Is the Stock Market Just a Side Show? Evidence from a Structural Reform

The 2005 split-share reform in China mandated the conversion of previously non-tradable shares into tradable status. The reform was swift and changed investors' ability to trade corporate equities in a US$400 billion market. This paper examines the effects of the 2005 stock market reform on firms' real and financial outcomes. It does so exploiting multiple institutional features of the conversion program. We first examine a small pilot trial conducted at the beginning of the reform, which we are able to replicate using the same data and selection criteria that was used by regulators. We also take advantage of the staggered nature of the larger conversion schedule, whereby over a thousand firms converted their outstanding shares at different times within a pre-specified window. These various wrinkles produce counterfactuals against which to gauge the economic effects of secondary equity trading. Using a time-varying treatment estimation approach, we identify increases in corporate profitability, investment, value, and productivity as pre-existing shares were allowed to trade in organized exchanges. We also identify changes in firms' propensity to issue new shares, pay dividends, and engage in merger deals. Our findings provide new insights on the role of stock markets in shaping corporate behavior and on the impact of regulation on economic growth.

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.

Specification analysis of corporate equity financing decision: a conditional residual approach

This article revisits the debate on the nature of private placements by specifying that informed insiders make trading decisions in the secondary market and equity issuance decision in the primary equity market (Lee and Wu (2008)). This article uses conditional residuals from the insider trading regression (abnormal insider trades) and conditional residuals from equity financing choice regression (unexpected equity financing choice) to measure private information. An important advantage of conditional correlation coefficient approach over the two-stage approach (Lee and Wu 2008) in testing the presence of asymmetric information is that the former is bounded by −1 and 1 and thus permits cross-sectional comparisons the relatedness between abnormal insider trades and unexpected equity financing choice.

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

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

Stock Markets Liquidity, Corporate Governance and Small Firms

While the importance of equity markets as a vehicle for capital formation is well recognized, their role in providing economically valuable governance services, particularly to small and medium enterprises (SME), has not received much attention. The paper examines the role of public policy in promoting the governance role of secondary equity markets for the benefit of SMEs. The paper first outlines the mechanisms through which equity markets could promote good governance in small firms, showing that equity markets serve as a monitoring and control conduit for outsiders to enforce good governance at the firm. It then establishes that the ability of equity markets to deliver good governance is closely related to those markets' liquidity, presenting further international evidence that firms supported by liquid equity markets realize improved economic performance. Thus, the governance services of secondary equity markets have real economic value to the firms. The paper then argues that public policy can have a positive impact on the effectiveness of equity markets in delivering governance services through enhancing market liquidity. It examines the impact on market liquidity of two significant U.S. Securities and Exchange Commission (SEC) regulatory reforms applied to The Nasdaq Stock Market: SEC's 'trade reporting' rules of 1992, and SEC's order handling reforms of 1997. The paper concludes that public policies that increase market transparency and efficiency—such as trade reporting requirements and better order handling rules—promote the effectiveness of the secondary equity markets in delivering corporate governance through increased market liquidity.

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.

Capital Investments and Stock Returns

AbstractFirms that substantially increase capital investments subsequently achieve negative benchmark-adjusted returns. The negative abnormal capital investment/return relation is shown to be stronger for firms that have greater investment discretion, i.e., firms with higher cash flows and lower debt ratios, and is shown to be significant only in time periods when hostile takeovers were less prevalent. These observations are consistent with the hypothesis that investors tend to underreact to the empire building implications of increased investment expenditures. Although firms that increase capital investments tend to have high past returns and often issue equity, the negative abnormal capital investment/return relation is independent of the previously documented long-term return reversal and secondary equity issue anomalies.

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.

Capital Investments and Stock Returns

Firms that substantially increase capital investments subsequently achieve negative benchmark-adjusted returns. The negative abnormal capital investment/return relation is shown to be stronger for firms that have greater investment discretion, i.e., firms with higher cash flows and lower debt ratios, and is shown to be significant only in time periods when hostile takeovers were less prevalent. These observations are consistent with the hypothesis that investors tend to underreact to the empire building implications of increased investment expenditures. Although firms that increase capital investments tend to have high past returns and often issue equity, the negative abnormal capital investment/return relation is independent of the previously documented long-term return reversal and secondary equity issue anomalies.

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.

The Long-Run Behavior of Debt and Equity Underwriting Spreads

This paper is the first to look at the long-run (30-year) behavior of underwriting spreads in the markets for corporate equity and debt. Specifically, we analyze the determinants of underwriting spreads on corporate bond issues, secondary equity offerings and initial public offerings over the period 1970-2000. We explain the time-varying cross-sectional behavior of these spreads by analyzing three sets of variables or factors: macro (systematic) factors, investment banking market structure factors and issuer specific characteristics. We also analyze the relationship between the direct costs (underwriting spreads) and indirect costs (underpricing) of new issues. Among our many results we find an apparent decline in spreads over time, an increased clustering in spreads for both IPOs and SEOs, the dominance of issuer- specific characteristics in explaining spreads, and a relatively weak linkeage between the direct and indirect costs of issuance.