Free Cash Flow and Stockholder Gains in Going Private Transactions Revisited

Lehn and Poulsen (1983) are frequently cited as providing evidence supporting the applicability of Jensen's (1986) 'free cash flow' hypothesis to going private transactions. The paper re-examines the Lehn and Poulsen data and arrives at different inferences about the applicability of Jensen's 'free cash flow' hypothesis to their sample. First, I find that neither the level of a public corporation's pre-transaction 'free cash flows' nor its prior growth rate are significant determinants of its probability of going private. Second, I find a firm's size and its potential for reducing taxes, rather than its pre-transaction level of 'free cash flows', are significant determinants of the premium paid to take it private. And finally, comparing their 1980–1983 subsample to their 1984–1987 subsample reveals that firms that went private during the 1984–1987 period demonstrate a greater incidence of prior takeover interest, lower prior tax burdens, and slower prior growth than firms that went private during the 1980–1983 period: all of which supports Kaplan and Stein's (1993) overheated buyout market hypothesis.     

The Effect of Bank Credit on Asset Prices: Evidence from the Japanese Real Estate Boom during the 1980s

This paper studies whether bank credit fuels asset prices. Financial deregulation during the 1980s allowed keiretsus to obtain finance publicly and reduce their dependence on banks. Banks that lost these blue-chip customers increased their property lending, and serve as an instrument for the supply of real estate loans. Using this instrument, I find that a 0.01 increase in a prefecture's real estate loans as a share of total loans causes 14–20% higher land inflation compared with other prefectures over the 1981–91 period. The timing of losses of keiretsu customers also coincides with subsequent land inflation in a prefecture.     

Diversification with American Depository Receipts: The Dynamics and the Pricing Factors

This paper studies the role of American Depository Receipts (ADRs) in international diversification by using a sample of 113 ADRs from eight foreign countries over 1980–1994. We find that investing in ADRs offers significant improvement in the risk-return trade-off. The effectiveness of ADRs as a vehicle for long-term international diversification is further examined by performing cointegration analysis between ADR and the respective market portfolios. Consistent with Webb, Officer and Boyd (1995), we also find that the movements of ADR and the foreign market are highly correlated. Moreover, the pricing factors of ADRs are further investigated in a GARCH framework.     

Underwriter learning about unfamiliar firms: Evidence from the history of biotech IPOS

This study examines the ability of underwriters to properly value unfamiliar firms prior to issuance. I use a sample of IPOs in biotechnology, a relatively new but thriving industry. The first American biotech IPO was in 1980. Through the end of 2004, almost 500 biotech IPOs have appeared in the public market. I find that biotechnology differs from other industries in the attributes of individual firms valued by the market. In particular, R&D and the quality of human capital (e.g., star scientists on the staff) are much more important for biotech valuations. I find also that underwriters appeared not to appreciate this distinction for early biotech IPOs; in those cases, first-day market returns were predictable by firm attributes not used by underwriters to establish IPO issue prices. I also find that underwriters have learned over time, albeit slowly. Over the 20+ years of biotech history, IPO issue prices have become more dependent on firm attributes unique to biotechs while first-day market returns have become less predictable.     

Why Have Debt Ratios Increased for Firms in Emerging Markets?

I study trends in capital structure between 1980 and 2004 in a sample of over 11,000 firms from 34 emerging markets. The average firm's market‐value debt ratio rose by 15 percentage points over this quarter century. I study how this rise in leverage was influenced by firm‐level factors and by the availability of debt financing at the country level. The central finding is that the increase in debt ratios can largely be attributed to changes in the characteristics of emerging market firms over this period. For the average firm, the most prominent determinants of capital structure – size, profitability, asset tangibility, and growth opportunities – all shifted in the direction implying a higher optimal level of debt. At the country level, increased financial development within the country is associated with lower debt ratios, but increased financial openness to foreign markets is associated with higher debt ratios.     

The relative contributions of equity and subordinated debt signals as predictors of bank distress during the financial crisis

Bank supervisors utilize early warning signals to predict which banks are likely to become distressed. Previous research has found that market discipline signals do not significantly improve out-of-sample forecasts relative to accounting-based signals. Most of that evidence, however, comes from periods in the 1990s when the U.S. economy and banking system were healthy, potentially neutralizing an advantage of market signals to incorporate new information quickly. For the period between the fourth quarters of 2006 and 2012, we assess the accuracy of two market signals – expected default frequency (EDF) and subordinated note and debenture (SND) yield spreads – relative to accounting-based signals in forecasting which publicly traded BHCs would become distressed. In 2008, EDF signals were relatively more accurate, but they did not lead to economically significant reductions in missed distress events relative to other signals. Supervisors would have been better off devoting slack resources to monitor BHCs with high commercial real estate concentrations. As the crisis subsided, a failure probability model developed from bank failures in the 1980s and early 1990s was consistently the most accurate signal. For the two dozen BHCs with actively traded SNDs, yield spreads over Treasuries were extremely poor predictors of distress because the spreads were distorted by too-big-to-fail subsidies. The Tier 1 leverage ratio was the most accurate distress signal for these large BHCs. In sum, the evidence to justify systematic reliance on market signals by supervisory agencies to forecast bank distress remains weak.     

Forecasting the Market Return on Common Stocks

Most institutional fund managers attempt to adjust the stock-bond composition of portfolios over time in anticipation of stock market movements. Using quarterly data in 1962–72 for the United States, this paper demonstrates that 'profitable' strategies for timing portfolio composition in common stocks and Treasury bills are generally not attainable after transaction costs if one uses lagged observations of corporate profit, money supply and consumer sentiment to forecast the market return, as this information is largely reflected in current stock prices. By contrast, accurate forecasts of these aggregate variables lead to substantial market-timing profits relative to a buy-and-hold policy of remaining fully invested in common stocks.     

THE VALUE ADDED BY BANK ACQUISITIONS: LESSONS FROM WELLS FARGO'S ACQUISITION OF FIRST INTERSTATE

Wells Fargo's recent acquisition of First Interstate Bancorp represents one of the relatively uncommon cases in which the economic values of both the acquiring and acquired banks increased sharply upon announcement of the deal. The transaction is also one of the few cases where the bidder in a major bank acquisition chose purchase instead of pooling accounting–despite the fact that the deal was openly hostile and that Wells Fargo had to fight off a competing bid from First Bank Systems.
Based on the stock market's reaction to this merger battle, as well as the results of their study of 153 bank mergers over the period 1985–1991, the authors argue that the most promising mergers are those presenting large opportunities to reduce costs by eliminating redundant operations. The stock market is much less responsive to other merger rationales such as diversification or entry into new markets in pursuit of growth.
The Wells case also suggests that a preoccupation with the accounting treatment of a merger is a mistake if it becomes the primary reason for turning down a deal that creates economic value, or if it prevents the bidder from choosing the lowest-cost method of financing the deal. Throughout the bidding contest for First Interstate, the stock market responded positively to the success of Wells Fargo's efforts, even though purchase accounting would have a large adverse impact on reported earnings.
But if the stock market does not appear to care about the accounting treatment of a merger, the method of financing does appear to matter to investors. In general, acquisitions financed with cash are viewed more favorably by the market than stockfunded transactions. The evidence also suggests, however, that acquiring firms can reduce the negative impact of stock deals by making conditional offers (those in which the number of shares depends on the stock price performance of the acquirer) and by combining such offers with stock repurchase programs.     

U.S. stock market crash risk, 1926–2010

This paper examines how well alternate time-changed Lévy processes capture stochastic volatility and the substantial outliers observed in U.S. stock market returns over the past 85 years. The autocorrelation of daily stock market returns varies substantially over time, necessitating an additional state variable when analyzing historical data. I estimate various one- and two-factor stochastic volatility/Lévy models with time-varying autocorrelation via extensions of the Bates (2006) methodology that provide filtered daily estimates of volatility and autocorrelation. The paper explores option pricing implications, including for the Volatility Index (VIX) during the recent financial crisis.     

The Quasi-split Effect, Active Insiders and the Italian Market Reaction to Equity Rights Issues

The positive market reaction at the announcement of most European rights issues can be explained by two major factors which distinguish them from a US public offering: active insiders, and a quasi-split effect which signals a large increase in the dividend yield. An analysis of 428 Italian rights offerings and an event study involving 82 observations in the 1980–94 period show that Italian insiders are completely 'active', and almost 85 % of the equity rights issues result in a dividend yield increase, which corresponds to the quasi-split effect in approximately 40 % of the issues. The dividend yield rises, on average, by a significant +61 % after a combined rights offering and by a significantly lower +20 % following a fully-paid rights issue. The market reaction to the announcement is significantly positive for combined rights offerings (+ 2.77 %) and positive, but not significant, for the whole sample (+ 0.79 %). The dividend increase signalled by the quasi-split effect explains almost 30 % of the abnormal returns' cross-sectional variation and it is the only significant explanatory variable.     

Measuring consumer switching costs in the television industry

In this article, I develop and estimate a model of dynamic consumer behavior with switching costs in the market for paid‐television services. I estimate the parameters of the structural model using data on cable and satellite systems across local US television markets over the period 1992–2006. The results suggest switching costs range from $159 to $242 for cable and from $212 to $276 for satellite providers in 1997 dollars. Using a simple dynamic model of cable providers, I demonstrate that switching costs of these magnitudes can significantly affect the firms' optimal strategies.     

Post earnings announcement drift and the roles of drift-enhanced factors in New Zealand

This study examines the profitability of trading on analyst forecast-based earnings surprises during the post announcement period in the New Zealand stock market over the period 1994 to 2008. The results show that a post earnings announcement drift (PEAD) anomaly exists in the New Zealand equity market. A hedge strategy of going long the top quintile of earnings surprise stocks and short the bottom quintile of earnings surprise stocks can generate more than 6% excess return in the 60 days following the earnings announcement. I further test the association between PEAD and several control variables and find that PEAD is increasing in 1) earnings surprise defined relative to past earnings, and 2) the level of arbitrage risk. Interestingly, I do not find evidence of a positive relation between PEAD and revenue surprise after controlling for earnings surprise as documented in the United States (Jegadeesh and Livnat, 2006). There is also no evidence that the 2002 Disclosure Reform in the New Zealand Stock Exchange reduced the magnitude of PEAD.     

Stock Market Volatility in an Emerging Market: Further Evidence from the Athens Stock Exchange

We investigate the time series properties of the daily and weekly returns from the Athens Stock Exchange (ASE) index for the years 1987 to 1997. We investigate whether important time-series characteristics have changed significantly over time. The Greek market has recently undergone major changes including complete capital flow liberalization, the implementation of computerized trading, as well as significant increases in market volume and capitalization; we thus contrast the 1987–90 and 1991–97 periods. Our findings suggest the dynamics of the ASE composite index returns have changed as the market has developed.     

Some Policy Lessons from the Opening of the Korean Insurance Market

This article examines the recent dispute between the UnitedStates and the Republic of Korea over the opening of Korea'sinsurance market to U.S. companies. The article assesses theinterests and motivations of both countries that lay behindthe formal arguments presented during the negotiation process.It also analyzes whether the long-run interests of both developingand industrial countries would be well served by the approachto the opening of the market adopted in this case—sharingthe rent while continuing to regulate the insurance market.The analysis suggests that the opening of a developing country'sinsurance market (or the wider financial services market) wouldserve the long-run interests of both developing and industrialcountries only if it were accomplished in the context of overalldomestic liberalization of the finance industry. "Opening" ofthe market, if this means only the sharing of the rents thatwere generated by regulation of the market, is unlikely to bebeneficial to developing countries.     

Another Look at Effects of “Adults-Only” Age Restrictions on Housing Prices

This study reexamines the price effects of age restrictions on housing prices. Our data cover a period when the housing market is taking a steep downturn. We argue that, when housing prices are falling, seniors are more likely to avoid investing in housing for at least two reasons. First, seniors are relatively more sensitive to their immediate equity loss than younger homeowners, mainly due to the limited remaining lifetime over which they can afford to wait; second, age-restriction acts as a luxury good, with seniors not willing to pay for reduction in neighborhood uncertainty, eliminating buyer demand for this segment of the population. If this “larger demand loss” outweighs the positive externality of the reduction in neighborhood uncertainty during the market downturn, we would observe that age-restrictions reduce property values. Using data from Broward County, Florida for the years of 2005–2007, we find a significant discount in residential condominium prices due to age-restrictions. In particular, we find that imposing age-restriction on properties decreases housing prices by 17.9% during the period May 2005 to April 2006, while the discount is worse, 22.7%, during the later period May 2006 to May 2007.     

Relational Investing And Firm Performance

A substantial academic and popular literature argues that the performance of American corporations might improve if American corporations had long‐term outside investors (relational investors) who would hold large stakes, actively monitor management performance, and engage with management in setting corporate policy. Institutional investors can perhaps play this role. We provide the first large‐scale test of the hypothesis that relational investing can affect corporate performance. We consider ownership and performance data for more than 1,500 large U.S. companies over a thirteen‐year period (1983–1995). Our results provide a mixed answer to the question of whether relational investing affects corporate performance. Our data suggest that there was a period in the late 1980s—a period with a uniquely high level of hostile takeover activity—when the presence of a relational investor was associated with higher stock market returns. This cohort of relational investors may have been able to induce corporate restructuring, whose principal effect was to reduce growth rates while improving profitability. But this pattern was not found in the early 1980s or repeated in the early 1990s.     

Minority self-employment in the United States and the impact of affirmative action programs

In this paper I examine changes in self-employment that have occurred since the early 1980s in the United States. It is a companion paper to a recent equivalent paper that related to the UK. Data on random samples of approximately twenty million US workers are examined taken from the Basic Monthly files of the CPS (BMCPS), the 2000 Census and the 2006 American Community Survey (ACS). In contrast to the official definition of self-employment which simply counts the numbers of unincorporated self-employed, we also include the incorporated self-employed who are paid wages and salaries. The paper presents evidence on trends in self-employment for the US by race, ethnicity and gender. Evidence is also presented for construction which has self-employment rates roughly double the national rates and where there are strikingly high racial and gender disparities in self-employment rates. The construction sector is also important given the existence of public sector affirmative action programs at the federal, state and local levels directed at firms owned by women and minorities. I document the fact that disparities between the self-employment rates of white men and white women and minorities in construction narrowed in the 1980s, widened during the 1990s after the US Supreme Court’s decision in Croson but then narrowed again since 2000 after a number of legal cases, which found such programs constitutional. Despite this substantial disparities remain, particularly in earnings. I also find evidence of discrimination in the small business credit market. Firms owned by minorities in general and blacks in particular are much more likely to have their loans denied and pay higher interest than is the case for white males. This is only partially explained by their lack of creditworthiness and is consistent with a finding of discrimination in the credit market by banks.     

The role of managerial incentives in corporate acquisitions: the 1990s evidence

This paper examines the relationship between the likelihood a firm is acquired and the governance and financial characteristics of the firm. Given many of the developments in the corporate control market in the late 1980s, I suspect that the process governing takeover likelihood may have changed in the 1990s. I examine a sample of 342 NYSE/AMEX firms that were acquired during the 1990–1997 period and compare them to a matched sample of nonacquired firms. I find that firms that were acquired over this period can be characterized as having lower managerial ownership and higher ownership by outsiders, particularly higher ownership by nonmanagement blockholders with board representation. The fact that managerial ownership is negatively related to takeover likelihood is consistent with studies using data from 1970s and 1980s. This suggests that managerial ownership helps managers maintain control, or alternatively that ownership proxies for how much managers care about control.     

The Valuation Impact on Distressed Residential Transactions: Anatomy of a Housing Price Bubble

Most previous empirical studies on foreclosure price discounts are based on data from housing-markets during periods of relative stability (Baton Rouge, Louisiana; Arlington, Texas; and Las Vegas, Nevada in 1980s and 1990s). The few studies with sample periods containing the Liquidity Crisis of 2008 were all focused on the Las Vegas market and even fewer studies have examined the pricing implications of short sale transactions. This study examines the discounts associated with foreclosure and short sale status in the Fresno, California from 2006 to 2010, a time period containing significant housing price volatility. Generally, we find approximately 20 % and 13 % discounts for foreclosure transactions and short sale transactions, respectively. These discounts remain consistent even after controlling for endogeneity of time-on-the-market and self-selection bias. We also document that both the foreclosure and short-sale discounts are time varying based on market conditions. Both foreclosure and short-sale discounts increase from 2008 to 2009 and decrease in 2010. Also, the foreclosure status decreases time on the market while the short-sale status increases time on the market.