Underwriter warrants,underwriter reputation,and growth signaling

We present an alternative explanation of warrant use for underwriter compensation. We consider underwriter warrants as a signaling device to convey an issuing firm’s future growth potential and test this signaling role of warrant use by taking a direct approach in a seasoned equity offering (SEO) environment. Employing a matched-sample approach, we find that the use of warrants mitigates the negative price effects of SEOs. Specifically, the issuance of SEOs with warrant-based compensation has a significantly less negative impact on abnormal return performance than the issuance of SEOs with cash-based compensation. The results of logit regressions confirm this linkage. We further find that this less negative impact on firm value is attributable to the signaling value representing the issuing firm’s future growth prospects through warrant compensation even in the presence of underwriter reputation variables. These results suggest that firms with greater growth prospects benefit more by issuing SEOs with warrant compensation than with cash compensation. Overall, our results support the growth signaling effect of warrant compensation as an additional role of underwriter warrants in the SEO market.

Underwriter Compensation Structure: Can It Really Bond Underwriters?

Underwriter compensation can be structured as all cash or a combination of cash and warrants. Using a sample of small initial public offerings (IPOs), we find that underwriter compensation contracts that include warrants in exchange for cash can serve as certification for IPO firms by substituting for reputation capital. When underwriters accept warrants when they could have received more cash compensation, the IPOs avoid the well documented long‐run underperformance. However, when underwriters receive warrants after maximizing cash compensation, the IPO experiences higher underpricing and poorer long‐run performance. The findings are consistent with a motivation by the underwriters to circumvent regulatory constraints.     

Determinants of Underwriter Participation in Initial Public Offerings of Common Stock: An Empirical Study

This paper examines an optimal underwriter participation model and develops testable hypotheses regarding the influence of certain factors on the degree of underwriter participation in initial public offerings (IPOs) of common stock. The issue of underwriter participation is important primarily due to the tradeoff between foregone underwriter compensation and underwriting risk reduction. The results of this paper indicate that factors related to the issue, issuing firm, underwriter, and IPO market conditions all are important determinants of the participation decision. Interestingly, the results also show that the importance of these factors is not consistent across underwriter prestige groups. In particular, factors external to underwriters (e.g., the issuing firm and market characteristics) are more important for explaining nonprestigious underwriter participation, while factors related to underwriters themselves play a more important role for explaining prestigious underwriter participation.     

Fair Terms and Fair Pricing for Multiple Warrant Issues

Abstract

Some firms utilize one or more tranches of warrant issues to supplement their capital base. Unlike exchange-traded options, the exercise of warrants requires the issuance of stock by the company, resulting in a form of dilution. Some previous studies of warrant valuation relied on “the value of the firm,” which is nonobservable, making it difficult to apply the corresponding valuation formula. This paper derives closed-form formulas to value single and multiple tranches of warrants based on the underlying stock price, its volatility, and other known parameter values. The paper first establishes the equivalence of the Black-Scholes formula for both call options and warrants in the case of a single tranche. Thereafter, it considers the impact on the value of previously issued warrants that results when a new tranche of warrants is subsequently issued, showing in each case that fair treatment of the first-issued warrant holders requires an adjustment (due to dilution) in the terms of those warrants and a corresponding modification in the warrants’ value once a second tranche of warrants is issued. To promote such fair treatment, terms of a warrant indenture would specify the nature of the adjustment required when future warrants are issued or exercised, analogous to the antidilution terms related, for example, to stock dividends. Unlike multiple issues of traded options, which are valued independently of one another, multiple warrant issues will be shown to have prices dependent on other warrants outstanding. Also examined is the sensitivity of the fair-value adjustment to changes in the underlying variables, and the theoretical fair-value prices are compared with Black-Scholes prices and with market prices of warrants in the case of two publicly traded companies, each with two warrant issues outstanding. As warrant issues modify the equity structure of a firm, the methodology of valuing warrants presented here will be useful to investment actuaries in situations in which a comprehensive market value for all of a firm’s securities is called for. In addition, risk management practices may sometimes include the use of warrant transactions to hedge stock positions similar to the way that call options are used for that purpose. This may include hedging the risk in equity-linked insurance contracts when the equity position includes stock in companies that have one or more warrant issues that are traded. The methods developed here are also applicable to multiple issues of executive stock options (ESOs) or to combinations of warrant issues and ESOs.     

Analyst Behavior and Underwriter Choice

We examine the role that analysts play in a firm's choice of underwriter using a sample of major U.S. investment banks. In order to best capture the competitive environment, which is critical to the potential role that analysts play, we limit our sample of firms to 161 real estate investment trusts (REITs) issuing debt or equity between 1996 and 2004. Using the estimation technique of Ljungqvist et al. (Journal of Finance 61:301?C340 2006), which accounts for the endogeneity of analyst behavior and the coverage self-selection decision, we find that target prices that are optimistic relative to competitors' target prices, significantly increase an underwriter's probability of attracting underwriting business. This result holds for both equity and debt issues with fees greater than one million dollars. We also find evidence consistent with the notion that increased regulatory scrutiny of conflicts of interest between analysts and investment banks has decreased the impact of analyst behavior on underwriter choice.     

Bank relationships and underwriter competition: Evidence from Japan

I examine the effects of bank relationships on underwriter choice in the Japanese corporate bond market following the 1993 deregulation. Bank relationships have significant positive effects on a firm's underwriter choice. Relationship firms receive a small but significant fee discount and, consistent with the mitigating effect of competition on hold-up costs, multiple-relationship firms receive a significantly deeper discount than single-relationship firms. Bank shareholding alone negatively affects underwriter choice, whereas shareholding together with loans has significantly more positive effects than loans alone. Finally, existing relationships reduce a Japanese firm's switching probability by 32%, in contrast to only 6% for U.S. firms.     

Relationship-Specific Assets and the Pricing of Underwriter Services

This paper investigates the effect of setup costs on the pricing of investment banking services. The existence of setup costs is predicted to result in lower underwriter spreads in IPOs for firms that are expected to issue again. Consistent with this prediction, I find significantly lower spreads for firms that make subsequent issues. I also find that a firm's likelihood of changing underwriters in a subsequent offer is related to the time between offerings and the underwriter's pricing performance in the IPO. These results suggest that the deviations from optimal IPO pricing carry a penalty for the underwriter.     

Do Bank Relationships Affect the Firm's Underwriter Choice in the Corporate‐Bond Underwriting Market?

This paper studies the effect of bank relationships on underwriter choice in the U.S. corporate‐bond underwriting market following the 1989 commercial‐bank entry. I find that bank relationships have positive and significant effects on a firm's underwriter choice, over and above their effects on fees. This result is sharply stronger for junk‐bond issuers and first‐time issuers. I also find that there is a significant fee discount when there are relationships between firms and commercial banks. Finally, I find that serving as arranger of past loan transactions has the strongest effect on underwriter choice, whereas serving merely as participant has no effect.     

In-the-Money Warrant Extensions

This paper examines the warrant price and stock price reactions to the extension of the expiration date of in-the-money warrants. The warrant prices increase significantly in response to the announcement, consistent with option pricing theory. Shareholders experience no significant abnormal returns at the announcement, contrary to the conjecture that an extension will transfer wealth from shareholders. There is support for the idea that firms extend warrant life because the existing assets' cash flow obviates the need for additional financing. The data show that both the stocks and the warrants perform poorly in the month following the extension announcement.     

Pay-performance sensitivity and firm size: Insights from the mutual fund industry

I examine the ex ante decision to make an agent's pay-performance sensitivity an inverse function of organization size. I focus on mutual funds and their decision to use compensation contracts that reduce the advisor's marginal compensation as the fund grows (a declining-rate contract) over the dominant contract type, where marginal compensation is unrelated to fund size (a single-rate contract). I find evidence consistent with the view that declining-rate contracts are a mechanism to keep marginal compensation in line with the advisor's declining marginal product. Specifically, I find that funds with greater exposure to diseconomies of scale are more likely to use a declining-rate contract and to specify a greater amount of compensation decline in their contracts. Consistent with optimal contracting, I find no evidence of a performance difference between funds with declining-rate contracts and funds with single-rate contracts.     

RELATIONSHIPS AND UNDERWRITER SPREADS IN THE EUROBOND FLOATING RATE NOTE MARKET

We examine the role of issuer‐underwriter relationships in determining underwriter spreads for Eurobond floating rate notes from 1992 to 2002. Financial and nonfinancial firms with long‐term relationships pay a higher underwriter spread. Financial issuers that switch underwriters receive a discounted spread that is invariant to the underwriter's reputation and quality of the issue. However, the discount is not evident for nonfinancial firms. For both financial and nonfinancial firms, spreads are higher for noninvestment grade issues and, within investment grade, increase as quality declines. We also find higher spreads when underwriting is syndicated, and a strong negative time trend consistent with increasing competitive pressures.     

Impact of Imperfect Information on the Optimal Exercise Strategy for Warrants

In this paper, we determine the optimal exercise strategy for corporate warrants if investors suffer from imperfect information and we evaluate the impact of this friction on the value of a warrant. For this purpose, we address both exercises at maturity, where imperfect information about the firm value is present, and exercises before maturity which are impacted by imperfect information about the size of the dividend. We model imperfect information so that all warrant holders know that they obtain biased signals of the true state without observing the signals of other warrant holders. The optimal exercise strategy follows from a complex game among warrant holders in which every individual warrant holder must account for the potential signals of the other warrant holders and their resulting exercise decisions. The main findings are that due to imperfect information warrant holders optimally start to exercise their warrants later than without imperfect information. Moreover, a simple block exercise strategy is always an equilibrium strategy for a high degree of imperfect information before maturity, even though a partial exercise can be the unique strategy without imperfect information. Remarkably, imperfect information does not necessarily result in a lower warrant value. As long as a warrant holder has a signal that allows for correct exercise decisions, then imperfect information enhances the warrant value due to suboptimal exercises by other investors.     

Investment Bank Reputation,Information Production,and Financial Intermediation

We model reputation acquisition by investment banks in the equity market. Entrepreneurs sell shares in an asymmetrically informed equity market, either directly, or using an investment bank. Investment banks, who interact repeatedly with the equity market, evaluate entrepreneurs' projects and report to investors, in return for a fee. Setting strict evaluation standards (unobservable to investors) is costly for investment banks, inducing moral hazard. Investment banks' credibility therefore depends on their equity-marketing history. Investment banks' evaluation standards, their reputations, underwriter compensation, the market value of equity sold, and entrepreneurs' choice between underwritten and nonunderwritten equity issues emerge endogenously.     

Claiming Behavior in Workers' Compensation

Using administrative data on workers' compensation claims in Michigan combined with data collected from a sample of workers identified by physicians as having work‐related pain in their backs, wrists, hands, or shoulders, this article provides evidence that a substantial number of potentially eligible workers do not file workers' compensation claims. Multivariate analysis identifies the effects of various factors on the probability of filing a workers' compensation claim, conditional on having a work‐related health problem. We find that the severity of the worker's condition and the worker's general health are the most important determinants of the decision to file, and that the generosity of wage loss benefits also affects the decision of an eligible worker to file. Finally, claims propensities vary considerably across workplaces, holding all other measured factors constant.     

IPO share allocation and conflicts of interest

The underwriter of an IPO has two sources of compensation for its services on behalf of the issuer. One is through a commission (spread), the other is by buying issued shares for itself (or its affiliates) and reselling them in the post-issue market. Profits from the former decrease along with the magnitude of underpricing while profits from the latter increase with it. Faced with these countervailing interests, the present paper analyzes how the underwriter decides upon the pricing and allocation of IPOs.      

The Credibility of Earnings Forecasts in IPO Prospectuses and Underpricing

This paper provides empirical evidence of the impact of the voluntary disclosure of management earnings forecasts in IPO prospectuses and of the credibility of these forecasts, as perceived by investors at the time of the IPO. We measure forecast credibility ex ante with two approaches: (i) a vector of determinants of credibility that are observable by market participants at the time of the issue and (ii) the predicted value of the forecast error based on some of these determinants. Controlling for the firm's decision on whether or not to issue a forecast, we find that the issue of a forecast reduces underpricing. We find that the quality of the firm's governance and of the auditor and underwriter associated with the issue seems to act as a substitute to the disclosure of an earnings forecast in the prospectus, so that they significantly decrease the level of underpricing only for non‐forecasters. However, despite our various approaches to measure ex ante credibility, we find no association between the pricing of the issue and perceived forecast credibility at the time of the IPO.     

CEO and CFO equity compensation and dividend payout over the firm lifecycle

We examine the separate and joint effects of CEO and CFO equity compensation on the dividend payout decision, taking into account changes in the relationship over the firm's lifecycle. Compensation contracts and dividend payout both are used to reduce agency costs, which change over a firm's lifecycle. Studies report a negative association between CEO equity compensation and dividend payout, suggesting a substitutionary relationship. Our results show that when the two are considered jointly, CFO equity compensation dominates CEO compensation, indicating the need for sophisticated financial expertise in the dividend decision. The relationship appears only in mature firms, signifying that agency problems are of most concern during the mature stage of the firm lifecycle.     

The Valuation Effects of Warrant Extensions

In this paper, we examine the warrant price and stock price reactions to the announcement of warrant life extensions. As predicted by option-pricing theory, warrant prices increase in response to an extension. Our principal finding is that the stocks of firms making the extension announcements experience positive abnormal returns on average. We interpret the evidence as supportive of an anticipation hypothesis in which the market perceives the decision to extend the warrants' expiration date as a favorable indication for the stock price before the subsequent expiration.     

Issue costs in the Eurobond market: The effects of market integration

This study compares the issuance costs of Eurobonds before and after the completion of the Economic and Monetary Union (EMU) in 2002. We find that the introduction of the Euro has significantly reduced the issue cost of Euro-denominated bonds compared to bonds denominated in the legacy currencies. The reduction in issue cost is not due to a decrease in underwriter compensation, but rather to the elimination of underpricing (the difference between the market price after trading commences and the offering price). Underwriter fee has declined substantially after the completion of the EMU, but this decline has been offset by an increase in underwriter spread (the difference between the offering price and the guaranteed price to the issuer), leaving total underwriter compensation unchanged. The EMU is also associated with significant reductions in bond maturity and syndicate size, consistent with its expected effects on liquidity and issue costs in the Eurobond market.