The Initial Public Offerings of Listed Firms

A number of firms in the United Kingdom list without issuing equity and then issue equity shortly thereafter. We argue that this two‐stage offering strategy is less costly than an initial public offering (IPO) because trading reduces the valuation uncertainty of these firms before they issue equity. We find that initial returns are 10% to 30% lower for these firms than for comparable IPOs, and we provide evidence that the market in the firm's shares lowers financing costs. We also show that these firms time the market both when they list and when they issue equity.     

The Equity Share in New Issues and Aggregate Stock Returns

The share of equity issues in total new equity and debt issues is a strong predictor of U.S. stock market returns between 1928 and 1997. In particular, firms issue relatively more equity than debt just before periods of low market returns. The equity share in new issues has stable predictive power in both halves of the sample period and after controlling for other known predictors. We do not find support for efficient market explanations of the results. Instead, the fact that the equity share sometimes predicts significantly negative market returns suggests inefficiency and that firms time the market component of their returns when issuing securities.     

Why Do Firms Issue Equity after Splitting Stocks?

This paper examines the motivations of firms that conduct seasoned equity offerings (SEOs) after splitting stocks. We find no difference in equity announcement and issue period returns between these firms and other equity‐issuing firms, suggesting that firms do not split stocks to reveal information and reduce adverse selection costs at the subsequent SEO. However, because investors react positively to split announcements, firms that issue equity after splitting stocks sell new shares at a higher price and raise more funds. We also find that firms split stocks to make the subsequent SEO more marketable to individual investors who are attracted to low‐priced shares.     

What Drives Security Issuance Decisions: Market Timing,Pecking Order,or Both?

We study market timing and pecking order in a sample of debt and equity issues and share repurchases of Canadian firms from 1998 to 2007. We find that only when firms are not financially constrained is there evidence that firms issue (repurchase) equity when their shares are overvalued (undervalued) and evidence that overvalued issuers earn lower postannouncement long‐run returns. Similarly, we find that only when firms are not overvalued do they prefer debt to equity financing. These findings highlight an interaction between market timing and pecking order effects.     

SEO timing and liquidity risk

We extend the market timing literature to show that SEO timing can be characterized by the dynamics of liquidity risk. That is, firms tend to issue SEOs when liquidity risk declines to the point where investors have least concern of the risk. In the absence of liquidity risk, market risk rises right before SEOs and then gradually falls afterwards, consistent with the Q-theory (Carlson et al., 2010). However, once we include liquidity risk factor into the model for expected returns, issuing firms' market risk behaves like that of matched non-issuers, suggesting an omitted risk factor problem in SEO studies that does not take into account the effect of liquidity risk on stock returns. Furthermore, there is no evidence of post-issue long-run underperformance. Our results imply that, instead of timing alpha (i.e., exploiting overpricing, as behavioral finance has suggested), issuing firms time liquidity beta to minimize their cost of equity capital. The liquidity beta timing is especially evident in large offer size issuers.     

Evidence on the Trade-Off between Risk and Return for IPO and SEO Firms

Do the low long‐run average returns of equity issuers reflect underperformance due to mispricing or the risk characteristics of the issuing firms? We shed new light on this question by examining how institutional lenders price loans of equity issuing firms. Accounting for standard risk factors, we find that equity issuing firms' expected debt return is equivalent to the expected debt return of nonissuing firms, implying that institutional lenders perceive equity issuers to be as risky as similar nonissuing firms. In general, institutional lenders perceive small and high book‐to‐market borrowers as systematically riskier than larger borrowers with low book‐to‐market ratios, consistent with the asset pricing approach in Fama and French (1993) . Finally, we find that firms' expected debt returns decline after equity offerings, consistent with recent theoretical arguments suggesting that firm risk should decline following an equity offering. Overall, our analysis provides novel evidence consistent with risk‐based explanations for the observed equity returns following IPOs and SEOs.     

Controlling shareholders and market timing in share issuance

We examine market timing in the equity issuance of firms controlled by large shareholders using a hand-collected data set of controlling shareholders' ownership stakes in Chile between 1990 and 2009. When a firm issues shares, the controlling shareholder can either maintain or change his ownership stake depending on how many of the new shares he subscribes. Issuance predicts poor future returns and is preceded by high returns, but only when the controlling shareholder's stake is significantly reduced. Consistent with market timing, the results are stronger in the absence of institutional investors and in hot issuance markets.     

When Do Listed Firms Pay for Market Making in Their Own Stock?

A recent innovation in the equity markets is the introduction of market maker services procured by the listed companies themselves. Using data from the Oslo Stock Exchange, we investigate what motivates issuing firms to pay to improve the secondary market liquidity of their listed shares. By examining the timing of market maker hirings relative to corporate events, we show that hirings are more likely when the firm will interact with the capital markets in the near future. Futhermore, a typical firm employing a designated market maker is more likely to raise capital, repurchase shares, or experience an exit by insiders.     

Do Firms Knowingly Sell Overvalued Equity?

This article examines the relation between top executives' trading and the long-run stock returns of seasoned equity issuing firms. Primary issuers, who sell mostly newly-issued primary shares, significantly underperform their benchmarks, regardless of the top executives' prior trading pattern. However, top executives' trading is reliably associated with the stock returns of secondary issuers, who sell mostly secondary shares previously held by existing shareholders. On average, secondary issuers do not underperform their benchmarks. The results suggest that increased free cash flow problems after issue play an important role in explaining the underperformance of issuing firms.     

Executive Stock Option Exercise and Seasoned Equity Offerings

We examine executive stock option exercises around a sample of 1,268 seasoned equity offerings (SEOs) from 1996 to 2004 focusing on a subset of exercises we identify as potentially informed. Consistent with the theory that firms issue equity when stock is overvalued, we document a surge in informed exercise in the months surrounding the SEO. From six months prior to the announcement date to six months after issuance, an average 1.76% of the total market capitalization for issuing firms is exercised and sold. Interestingly, we find a positive association between informed option exercises and long-run performance. Overall, our collective evidence indicates that insiders are not particularly good at timing exercises around SEOs.     

Internal versus External Equity Funding Sources and Earnings Response Coefficients

Because of transactions costs andinvestor/manager information asymmetries, internallygenerated funds should be less costly than fundsraised by issuing common shares. This suggests thatas firms use more internal funds relative toexternal equity, their costs of equity capital willfall and the rate the market uses to discountunexpected earnings of such firms will be lower. Wehypothesize that (1) firms having a higherproportion of internal to external equitywill have larger earnings response coefficients, and(2) this effect will be magnified for high growthfirms since the disparity between inside informationand publicly available information about high growthfirms' investment opportunities is greatest. Wefind support for both hypotheses using pooled andannual cross-sectional regressions after controllingfor other determinants of ERCs. The results arealso generally robust to alternative measures of themix of equity funding sources and of unexpectedearnings and to consideration of other factorsaffecting the mix of equity capital.     

How Persistent Is the Impact of Market Timing on Capital Structure?

This paper examines the capital structure implications of market timing. I isolate timing attempts in a single major financing event, the initial public offering, by identifying market timers as firms that go public in hot issue markets. I find that hot‐market IPO firms issue substantially more equity, and lower their leverage ratios by more, than cold‐market firms do. However, immediately after going public, hot‐market firms increase their leverage ratios by issuing more debt and less equity relative to cold‐market firms. At the end of the second year following the IPO, the impact of market timing on leverage completely vanishes.     

中国上市公司融资选择的市场时机效应——基于股票换手率和股票收益的实证检验

自从市场时机资本结构理论提出以来，国内外学者从理论的解释能力和实用性等方面对这一新兴融资决策理论进行了大量研究，并得出许多有意义的结论。然而目前的实证检验主要基于市值账面比（M／B）指标作为市场时机代理变量，这一指标引起学者们很大争议，研究结论缺乏可靠性。本文根据我国资本市场实际特征选择股票换手率作为市场时机代理变量，实证检验了市场时机与外部融资方式选择的关系，同时引入股票收益变量检验市场时机对资本结构动态变动的综合影响。研究结论显示，换手率在企业权益融资中具有重要作用，换手率较高时企业选择发行更多的股权融资，股票换手率和股票收益均对资本结构变动具有显著的负向影响。这表明我国上市公司确实存在着融资选择的市场时机效应。     

Timing and Wealth Effects of German Dual Class Stock Unifications

This paper studies the reasons and the costs of separating ownership from control by analysing the decision of German dual class firms to consolidate their share structure from dual to single class equity between 1990 and 2001. We find that the firm value increases significantly by an average 4% on the announcement day. A significant part of the variation in abnormal returns can be explained by the ownership structure and by changes in liquidity. A logit analysis of the unification decision yields that firms are more likely to unify if their controlling shareholder loses only little voting power in a stock unification. Also, firms that are financially constrained are more likely to abolish dual class shares; these firms often issue additional shares after the stock unification.     

Earnings management,market discounts and the performance of private equity placements

Private equity placement data allow us to determine whether sophisticated investors can uncover the true value of firms. This can be done by defining sophisticated investors as those who meet the stringent participation requirements of the private equity market. Our results show private equity issuing firms overstate their earnings in the quarter preceding private equity placement announcements and that sophisticated investors do not ask for a fair discount when purchasing the shares of the private issuing firms. We also find evidence showing that the reversal of the effects of pre-issue earnings management is a significant determinant of the long-term performance of private issues. Results further show that post-issue stock performance and operating performance of firms using “aggressive” earnings management significantly underperform those using more “conservative” earnings management.     

Institutional shareholders and SEO market timing

Pecking order and market timing theories assume that corporate financing decisions are made in the interests of existing shareholders. We find that existing institutional investors, on average, significantly increase their share ownership at the time of the SEO, including SEOs that would be classified as overpriced based on ex-ante measures of mispricing, such as pre-issue returns and market-to-book ratios. We further find that higher pre-existing institutional shareholdings lead to less SEO timing. Overall, the results question whether firms engage in equity timing to benefit existing shareholders at the expense of investors buying shares in the SEOs.     

How much equity capital did the Tokyo Stock Exchange really raise?

Even though the channelling of equity capital from savers to listed firms is one of the primary functions of a stock market, not much effort has been devoted to the problem of measuring the phenomenon. External equity financing, traditionally associated with the issue of new shares, depends also on the sale of already issued shares. This additional form of collection of equity capital becomes relevant when the firms of the market are connected by cross-shareholdings (as in Japan): the phenomenon of equity carve-out is a relevant example of equity financing obtained through the sale of existing shares. The paper presents a model for computing the equity capital raised by companies listed in a given stock exchange over a specified period of time, which is non trivial when firms are connected by cross-shareholdings. A numerical computation of the net amount of equity financing in the Tokyo Stock Exchange in the period 1971–1992 is reported: it shows that the net (or true) measure is significantly different and, in most cases, lower than the conventional one.     

‘Hot’ Debt Markets and Capital Structure

This paper examines the motives of debt issuance during hot‐debt market periods and its impact on capital structure over the period 1970–2006. We find that perceived capital market conditions as favourable, an indication of market timing, and adverse selection costs of equity (i.e., information asymmetry) are important frictions that lead certain firms to issue more debt in hot‐ than cold‐debt market periods. Using alternative hot‐debt market issuance measures and controlling for other effects, such as structural shifts in the debt market, industry, book‐to‐market, price‐to‐earnings, size, tax rates, debt market conditions and adjustment costs based on debt credit ratings, we find that firms with high adverse selection costs issue substantially more (less) debt when market conditions are perceived as hot (cold). Moreover, the results indicate that there is a persistent hot‐debt market effect on the capital structure of debt issuers; hot‐debt market issuing firms do not actively rebalance their leverage to stay within an optimal capital structure range.     

Firm characteristics and long-run stock returns after corporate events

The well-documented abnormal long-run buy-and-hold returns to firms issuing equity in initial public offerings and seasoned equity offerings, firms bidding in mergers, and firms initiating dividends can be attributed to imperfect control-firm matching. In addition to firm size and market-to-book ratio, event firms on average differ from control firms in terms of idiosyncratic volatility, liquidity, return momentum, and capital investment, each of which also explains returns. We propose a simple regression-based approach to control for differences in firm characteristics across event and control firms, and we show that long-run abnormal returns do not differ significantly from zero for event firms in the 1980 to 2005 period. The returns to event firms are, therefore, consistent with patterns known to exist for the broad stock market and do not require event-specific explanations.     

The Long-Run Negative Drift of Post-Listing Stock Returns

After firms move trading in their stock to the American or New York Stock Exchanges, stock returns are generally poor. Although many listing firms issue equity around the time of listing, post-listing performance is not entirely explained by the equity issuance puzzle. Similar to the conclusions regarding other long-run phenomena, poor post-listing performance appears related to managers timing their application for listing. Managers of smaller firms, where initial listing requirements may be more binding, tend to apply for listing before a decline in performance. Poor post-listing performance is not observed in larger firms.