Private Equity Syndication: Agency Costs, Reputation and Collaboration

Abstract:  Syndicates are a form of inter-firm alliance in which two or more private equity firms invest together in an investee firm and share a joint pay-off, and are an enduring feature of the leveraged buyout (LBO) and private equity industry. This study examines the relationship between syndication and agency costs at the investor-investee level, and the extent to which the reputation and the network position of the lead investor mediate this relationship. We examine this relationship using a sample of 1,122 buyout investments by 80 private equity companies in the UK between 1993 and 2006. Our findings show that where agency costs are highest, and hence ex-post monitoring by the lead investor is more important, syndication is less likely to occur. The negative relationship between agency costs and syndication, however, is alleviated by the reputation and network position of the lead investor firm.     

Syndication of European Buyouts and its Effects on Target‐Firm Performance

Using a unique dataset of 859 leveraged buyouts in Europe during the period 1999–2009, the authors' recent study reports that buyout financiers syndicate their transactions to other buyers to achieve benefits that include diversification of different types of target risk, the combination of complementary investor information and skillsets, and an increase in future deal flow. The authors also report that lead financiers structure their syndicates in ways designed to minimize syndication costs, in particular potential information and incentive problems with co‐investors in the syndicate, while also aiming to maximize the syndication benefits mentioned above. For example, through effective management of conflicts of interest with co‐investors within their syndicates, lead financiers are likely to acquire a reputation for looking out for the interests of their co‐investors that ends up increasing their own deal flow. As additional evidence in support of this claim, the authors also report finding that the post‐buyout profitability and growth of the target companies are higher when buyouts are syndicated (even after adjusting for the “endogeneity” of such decisions) and when the syndicates are structured to limit inter‐investor conflicts of interest within the syndicate. And as the authors point out, this finding, when viewed with the other main findings cited above, provides a more positive view of European buyout syndicates than the one projected by studies of Anglo‐American syndicates to date, whose findings have emphasized the potential for collusion among the buyout financiers.     

Management Buyout Proposals and inside Information

This paper explores stock price behavior surrounding withdrawn buyout proposals to determine whether managers' proposal announcements reveal any information which is unrelated to the efficiency gains associated with completed buyouts. On average, firms whose managers withdraw buyout proposals do not sustain significantly positive stock price effects unless they receive subsequent acquisition bids. In addition, managers of firms with completed buyouts are no more likely to have access to inside information than managers who withdrew proposals. I interpret this evidence as inconsistent with the notion that inside information commonly motivates management buyout proposals.     

A theory of private equity turnarounds

This paper explores the advantage of private equity in fixing turnaround situations. Meaningful corporate value creation may require addressing operational problems, replacing management, or changing the incentive structure. Change may be implemented under either without change of ownership or through a buyout. The paper derives scenarios under which transferring ownership to private equity prior to implementing a turnaround can emerge as an optimal solution, even when current ownership can conceivably implement the same operational changes as private equity. Also considered is the possibility of investment syndication in which the private equity buyer shares the transaction with other private equity firms. Various alternatives are considered for implementing turnarounds; in particular, ones that allow for management replacement and others that are effectively management buyouts.     

私募股权投资特征、IPO抑价与经营绩效——基于我国创业板的实证研究

论文从私募股权投资的特征出发,研究私募的特征对企业IPO抑价和经营绩效影响的差异。研究发现：在我国创业板市场上,私募的参与显著提高了企业的IPO抑价,私募未起到认证作用。成立时间长的私募、高声誉私募、民营私募和私募投资持续时间长、联合投资以及阶段性投资能降低企业的IPO抑价,但作用不显著。在企业经营绩效方面,私募参与的企业没有更好的经营绩效,私募未起到提供增值服务的作用。私募投资持续时间、持股比例以及阶段性投资与经营绩效显著负相关;成立时间长的私募、高声誉私募、民营私募参与以及私募联合投资的企业也没有更好的经营绩效。私募的特征对企业经营绩效影响的差异与基于国外市场的研究发现显著不同。     

Venture Capital Networks in Southeast Asia: Network characteristics and cohesive subgroups

Venture capital firms (VC) have encountered with uncertainty and risk of asymmetric information due to an investment in early-to-growth stage start-ups with technological base and high growth potential. Venture capital syndication network helps reduce a broad gap of information asymmetry in a venture capital investment. Moreover, network connections are found to be the success factor for venture capitalists under a lack of fully developed institutional environment in emerging market. Venture capital industry in Southeast Asia is nascent yet in demanding and fast growing. Despite a decline in the number of venture deals in the US, the deals keep surging in Southeast Asia (SEA), one of the most significant and dynamic propellers of the world economy. To develop the entrepreneurial ecosystem in SEA, it is interesting to examine how VC firms are connected to one another. Even though several literatures found some distinctive network characteristics amidst the US, European and Chinese venture capital market, the Southeast Asian has left unattended. In this paper, we initiate the network of venture capital firms among Southeast Asian nations and explore their relationships through social network analysis. The purposes of this study are to investigate the topological and statistical properties of VC network consisting of small-world behavior, power law distribution, and centrality measure such as degree, closeness, and betweenness. In addition, we classify various levels of connections into subnetworks and examine influential groups of VCs in Southeast Asia.We initiate an empirical study on the characteristics of VC network across different countries in Southeast Asia by using a unique hand-collected dataset of syndicated deals. Social network analysis has initially and preliminarily been applied to the VC network in this region. This paper contributes to VC network literature in providing a unique network structure and network metrics of venture capital in SEA. In managerial contribution, this study provides more structural VC cooperation towards VC syndication networks. This benefits to venture capital firms who are looking for potential partners in Southeast Asian region and start-up companies who are looking for funding with high-networked or influencial VCs. The results also confirm previous evidence of significance on VC networks in emerging market, even if the institution and regulation are claimed to fall behind that in the developed market. This research introduces the fact that the venture capital network in Southeast Asia has small-world pattern and Singapore acts as a hub of venture capital market in the region. Top-ranking VC firms have been listed by network centrality across nations, while multi-company syndications are prevailing in Southeast Asia.     

Managerial incentives for discretionary disclosure: evidence from management leveraged buyouts

Managers in management leveraged buyout (MBO) firms prefer to purchase their firms at a low offer price. This motive gives them a clear incentive to make pessimistic discretionary disclosures. Using a sample of press releases, I find that managers involved in their firms’ MBO selectively release negative disclosures to denigrate their firm just before the MBO transaction when compared with prior period: they issue more bad news disclosures and more pessimistic quotes. Additionally, they issue less optimistic quotes, fewer good news disclosures, less positive earnings forecasts, and they manage earnings downwards. I control for factors that may not be caused by managers’ purchase motives by comparing the MBO sample with a third-party leveraged buyout sample where management is not involved in the buyout and with a performance-matched control sample. I find that the disclosure of MBO firms becomes significantly more pessimistic than the leveraged buyout firms where management is not involved in the transaction and significantly more pessimistic than the performance-matched control sample.     

Venture capital and private equity investors,governance, and success of IPOs: Evidence from India

In this article, we examine the role of domestic and foreign venture capital and private equity (VCPE) firms in India. We find robust evidence that portfolio firms backed by foreign VCPE firms incorporate effective governance structures after the initial public offering (IPO). Specifically, these firms are associated with smaller, more independent, and gender-diverse boards. Furthermore, our results suggest that foreign VCPE firms continue their association with their portfolio firms in the post-IPO period by nominating directors to the boards. Our results also suggest that portfolio firms backed by foreign VCPE firms are associated with better long-term operating performance and profitability. This positive effect is exacerbated by the presence of independent and female directors. Collectively, our results support the view that good governance practices are key to the long-term success of a business, especially in economies that lack good legal systems, developed financial markets, and alternative investment opportunities and where developing trust between parties in a transaction is crucial.     

上市公司控制权转移与“隧道效应”分析

本文从关联交易的角度，对公司管理者收购上市公司控制权（MBO）与民营企业收购上市公司控制权（PBO）以后的“隧道效应”进行了实证分析和比较分析。结果发现：两种类型的收购发生以后都可能产生“隧道效应”，但证据尚不够充分。另外，MBO公司比PBO公司显示出更大的产生隧道效应的可能性。     

Labor Rights,Venture Capital,and Firm Performance

We investigate the role of labor unions in the performance of venture capital (VC)‐backed firms. Using a large sample of initial public offering firms from 1983 to 2013, we find that VC‐backed firms in highly unionized industries have lower Tobin's Q and are less likely to survive. This effect is robust to endogeneity concerns and to controlling for industry and firm characteristics. The findings suggest that strong labor rights impede innovative firms’ performance and survival, thereby adversely affecting innovation, economic growth, and employment.     

Syndication in Venture Capital Financing

We examine syndication in venture capital (VC) investments between 1980 and 2005. We argue that VC firms syndicate investments to mitigate human capital and financial constraints within individual VC firms and to reduce uncertainty about firm value. Our results are consistent with those arguments. We find that syndication is more likely for firms in the earliest stage of development and firms in the last stage of development as private firms (when human capital investments are greatest), for firms requiring the largest amounts of financial capital, and for firms with greater growth opportunities (those that are most difficult to value).     

Longitudinal accounting comparability and bond credit spreads: Evidence from China

This paper proposes a procedure to measure firms’ longitudinal accounting comparability and investigates whether it affects bond risk premiums. The results provide robust evidence that bonds of firms with more longitudinally comparable accounting information have lower credit spreads. This effect is stronger when the firms’ financial performance is poor and for bonds with speculative credit ratings. Results also reveal that firms with less longitudinally comparable accounting information are more informationally asymmetric and do have a higher expected default probability. Finally, the effects of the longitudinal and the cross-sectional comparability in reducing bond credit spreads are incremental to each other.     

State control,access to capital and firm performance

We study the effect of state control on capital allocation and investment in China, where the government screens prospective stock issuers. We find that state firms are more likely to obtain government approval to conduct seasoned equity offerings than non-state firms. Further, non-state firms exhibit greater sensitivities of subsequent investment and stock performance to regulatory decisions on stock issuances than state firms. Our work suggests that state control of capital access distorts resource allocation and impedes the growth of non-state firms. We also provide robust evidence that financial constraints cause underinvestment.     

Does the monitoring role of buyout houses improve discretionary accruals quality?

Using a sample of reverse leveraged buyout (‘reverse‐LBO’) firms, I find that discretionary accruals quality (AQ), the quality of accruals that are subject to management discretion, significantly improves from pre‐LBO to post‐reverse LBO. Moreover, buyout houses’ board seats and the length of firms’ stay‐in‐private periods are significant explanatory variables for the cross‐sectional variation in discretionary AQ for post‐reverse‐LBO firms. My findings suggest that the monitoring provided by private equity buyout houses improves discretionary AQ, consistent with the view of Jensen (1989a,b) that LBOs are a solution to inefficiencies that arise from agency problems.     

CEO country-specific experience and cross-border mergers and acquisitions

We provide evidence that U.S. firms have a significantly higher probability of acquiring targets in countries where their CEOs have studied or worked. This finding is robust to alternative measures of CEO country-specific experience, samples or model specifications, and to controlling for endogeneity and target country industry specialization. Moreover, deal-level evidence suggests a reassurance effect. CEO experience has no effect on announcement returns or long-run operating performance on average but is associated with significantly better performance in risky environments. We also provide additional evidence to disentangle alternative hypotheses and explore the role of corporate governance in determining deal outcomes.     

Post-acquisition performance of private acquirers

We provide the first evidence on the performance of private operating firms as acquirers. Private bidders experience greater post-acquisition operating performance improvements compared to public bidders. This effect is not due to differences in target types, merger accounting, financing constraints, private equity ownership or subsequent listing of some private bidders, and is robust to instrumentation. Further analysis of governance arrangements at least partially attributes the private bidder effect to lower agency costs in private firms. Not only do private firms pay lower prices for target firm assets, they also operate them more efficiently by containing overhead costs and capital expenditures.     

Has persistence persisted in private equity? Evidence from buyout and venture capital funds

This paper presents new evidence on performance persistence for U.S. private equity (buyout and venture capital) funds. We use high quality cash-flow data from Burgiss's large sample of institutional investors (as of December 2020) which allows us to examine how persistence has changed over more than three decades of fundraising. Venture capital (VC) performance remains remarkably persistent across funds raised by the same general partner (GP). In contrast, buyout funds' performance persistence becomes noticeably weaker over time. The patterns are different when we restrict the analysis to information that would have been available to investors – interim performance on the previous fund at the time a new fund is raised – rather than using final, or latest, performance. We find little evidence of persistence for buyouts, especially post-2000. We continue to find persistence for VC funds though it declines post-2000. The differences are driven by interim performance reported at the time of fundraising being only moderately correlated to final performance and GPs avoiding fundraising when interim performance is poor. Finally, we look at GPs who introduce new fund styles and find that performance is noticeably lower for buyouts (but not VC). Exploring the reasons for these divergent trends in persistence between buyout and VC is a promising area for future research.     

A comparative analysis of leveraged recapitalization versus leveraged buyout as a takeover defense

Two types of defensive scheme—leveraged buyout (LBO) and leveraged recapitalization (LR)—are examined. In particular, this article examines (1) whether the two similar defensive tactics affect stockholder returns differently and (2) what firm attributes are associated with stockholder gains in LBO and LR announcements. This study finds that stocks of both LBO and LR firms, on average, exhibit significant positive abnormal returns during the announcement period, but that the latter experience substantially smaller returns than the former. This study further finds that while mitigation of agency problems associated with a firm's free cash flow is present for both LR and LBO firms, it is more pronounced for the LBO firms. These results provide evidence that a firm with higher free cash flow could benefit a greater reduction of agency costs by going private through a LBO plan than by remaining public through a LR plan.     

Is it Free Cash Flow, Tax Savings, or Neither?An Empirical Confirmation of Two Leading Going-private Explanations:The Case of ReLBOs

Firms which 'go private' via a leveraged buyout (LBO) retain the option to 'go public' again, a process known as a reverse LBO transaction. This paper examines the rarer phenomenon of reLBOs; that is, the practice of going private via leveraged buyout, reobtaining public status through a new initial public offering, and then going private a second time. Among the several alternative hypotheses explaining LBOs, we focus on two prominent ones – free cash flow and tax savings – to explain reLBOs. With a sample of 21 reLBO firms, we find no empirical support for the free cash flow hypothesis but detect a significant relationship between the decision to go private for the second time and the tax savings potential of the firm.     

Private Equity Performance: What Do We Know?

We study the performance of nearly 1,400 U.S. buyout and venture capital funds using a new data set from Burgiss. We find better buyout fund performance than previously documented—performance has consistently exceeded that of public markets. Outperformance versus the S&P 500 averages 20% to 27% over a fund's life and more than 3% annually. Venture capital funds outperformed public equities in the 1990s, but underperformed in the 2000s. Our conclusions are robust to various indices and risk controls. Performance in Cambridge Associates and Preqin is qualitatively similar to that in Burgiss, but is lower in Venture Economics.