How Do Investment Banks Value Initial Public Offerings (IPOs)?

Abstract:  We investigate the valuation and the pricing of initial public offerings (IPOs) by investment banks for a unique dataset of 49 IPOs on Euronext Brussels in the 1993–2001 period. We find that for each IPO several valuation methods are used, of which Discounted Free Cash Flow (DFCF) is the most popular. The offer price is mainly based on DFCF valuation, to which a discount is applied. Our results suggest that DDM tends to underestimate value, while DFCF produces unbiased value estimates. When using multiples, investment banks rely mostly on future earnings and cash flows. Multiples based on post-IPO forecasted earnings and cash flows result in more accurate valuations.     

Do Privatization IPOs Outperform in the Long Run?

This paper investigates the long-run stock returns of privatization initial public offering (IPO) firms using a sample of 241 privatization IPOs from 42 countries during the period 1981-2003. We compare one-, three-, and five-year holding period returns of privatization IPOs to those of the domestic stock market indices and to size and size- and book-to-market equity ratio (BM)-matched firms from the same countries. Consistent with previous studies, we find that privatization IPOs significantly outperform their domestic stock markets in the long run. However, they show less consistent abnormal long-term stock performance relative to their size or size- and BM-matched benchmark firms.     

Do regulatory changes affect the underpricing of European IPOs?

We use a sample of 3677 European IPOs during the period 1998–2012 to examine how the adoptions of corporate governance codes by Member States of the European Union (EU) have affected IPO underpricing on Member State-regulated markets, where issuers are subject to corporate governance rules instituted by Member States, relative to a control sample of IPOs on exchange-regulated markets, where issuers are exempt from Member State corporate governance codes. Using this control sample approach facilitated by the existence of second-tier, exchange-regulated markets in the EU, we find that, on average, IPO underpricing declined on Member State-regulated markets after Member States adopted corporate governance codes containing SOX-like provisions. We do not find a similar reduction in IPO underpricing on exchange-regulated markets. Our results are robust to alternative specifications, and our findings support the view that elevating corporate governance standards increases transparency and reduces information asymmetries that affect IPO valuations.     

When Do Vertical Mergers Create Value?

This paper studies the market reaction to vertical mergers and explores the many rationales for vertical integration proposed in the industrial organization literature. Abnormal returns for vertical merger announcements are positive until the late 1990s, and turn negative afterward. Acquirers suffer most of the losses. We find support for the most fundamental insight in the industrial organization literature, namely, that vertical mergers generate the greatest value when undertaken in imperfectly competitive markets. We find some evidence to support ideas of asset and site specificity, that is, creating value when market exchange is difficult. We do not find support for information‐based or price uncertainty theories.     

Do IPOs bear more severe legal consequences of accounting misstatements?

I compare litigation frequency and outcomes associated with restated IPO prospectus financial statements and a matched sample of restated non-IPO financial statements. I find that investors are 8.4% more likely to sue IPO companies than non-IPO companies for misreporting and, more importantly, that the higher litigation rate in IPOs stems from companies with error-type restatements. In addition, I find that IPO suits are more likely to be settled than non-IPO suits. Overall, these results are consistent with plaintiff attorneys’ incentives driving the filing of lawsuits and provide direct evidence that IPO companies face more severe litigation consequences of accounting misstatements than non-IPO companies.Data Availability: Data are available from the public sources cited in the text.     

Do Funds Make More When They Trade More?

We model fund turnover in the presence of time‐varying profit opportunities. Our model predicts a positive relation between an active fund's turnover and its subsequent benchmark‐adjusted return. We find such a relation for equity mutual funds. This time‐series relation between turnover and performance is stronger than the cross‐sectional relation, as the model predicts. Also as predicted, the turnover‐performance relation is stronger for funds trading less‐liquid stocks and funds likely to possess greater skill. Turnover is correlated across funds. The common component of turnover is positively correlated with proxies for stock mispricing. Turnover of similar funds helps predict a fund's performance.     

When and Why Do Takeovers Lead to Fraud?

This paper develops a model explaining how acquisitions of controlling block ownership can facilitate post‐takeover fraud by new managers when investor protection is poor. Based on disclosures of embezzlement or breach of fiduciary duty in Korean firms, we find that the probability of explicit looting in takeover targets is 13%, almost five times as large as a matched sample of non‐targets. Post‐takeover frauds are primarily driven by transfers of minority blocks, while the corresponding probability in majority acquisitions is statistically indistinguishable from the non‐targets. These findings may explain why minority acquisitions of controlling blocks are popular under poor investor protection.     

Are IPOs Really Underpriced?

While IPOs have been underpriced by more than 10% during thepast two decades, we find that in a sample of more than 2,000IPOs from 1980 to 1997, the median IPO was significantly overvaluedat the offer price relative to valuations based on industrypeer price multiples. This overvaluation ranges from 14% to50% depending on the peer matching criteria. Cross-sectionalregressions show that "overvalued" IPOs provide high first-dayreturns, but low long-run risk-adjusted returns. These overvaluedIPOs have lower profitability, higher accruals, and higher analystgrowth forecasts than "undervalued" IPOs. Ex post, the projectedhigh growth of overvalued IPOs fails to materialize, while theirprofitability declines from pre-IPO levels. These results suggestIPO investors are deceived by optimistic growth forecasts andpay insufficient attention to profitability in valuing IPOs.     

Does the Market Incorporate Previous IPO Withdrawals When Pricing Second‐Time IPOs?

This paper examines the initial public offering (IPO) valuations of issuers that return to the IPO market successfully after withdrawing their first IPO attempt. We find that these second-time IPOs sell at a significant discount relative to similar contemporaneous IPOs that succeed in their first attempt. We also demonstrate that switching underwriters on the second IPO attempt reduces, but does not eliminate, the discount for second-time IPOs. When compared to their matched first-time IPOs, second-time IPOs have similar price revisions and post-IPO long-run stock and operating performances. Overall, these results suggest that the negative information conveyed by the withdrawal event is incorporated into the lower offer valuations for second-time IPOs. Switching investment banks can mitigate, but not eliminate, the perceived higher risk of the second-time offerings.     

How Informative Is Floating NAV When Securities Trade Infrequently?

We examine if a floating net asset value (NAV) increases the transparency of risk for investors. Using closed‐income fixed income funds we find little evidence that a floating NAV helps investors better understand the value and risk of a fund when a fund's assets trade infrequently. This potentially informs the debate regarding the adoption of a floating NAV in the money market industry. Our results suggest that it is unlikely that the benefits of floating NAV will outweigh the costs.     

How Do Experienced Users Evaluate Hybrid Financial Instruments?

Hybrid financial instruments contain features of both liabilities and equity. Standard setters continue to struggle with “getting the classification right” for these complex instruments. In this paper, we experimentally test whether the features of hybrid instruments affect the credit‐related judgments of experienced finance professionals, even when the hybrid instruments are already classified as liabilities or equity. Our results suggest that getting the classification right is not of primary importance for these experienced users, as they largely rely on the underlying features of the instrument to make their judgments. A second experiment shows that experienced users’ reliance on features generalizes to several features that often characterize hybrid instruments. However, we also find that experienced users vary in their beliefs about which individual features are most important in distinguishing between liabilities and equity. Together, our results highlight the importance of effective disclosure of hybrid instruments’ features.     

How Do Firms Implement Impairment Tests of Goodwill?

This study seeks first to examine how firms implement impairment tests as required by IAS 36, and second, to explore factors which may explain why some firms are not entirely in compliance with IAS 36. It is based on a survey which includes 58 completed questionnaires representing 73% of the firms on the Copenhagen Stock Exchange that recognize goodwill on the balance sheet. The findings imply a variety in the application of IAS 36. Based on our analysis, it is difficult to determine whether this simply indicates that firms adopt an approach suited to their organizational and economic structures, or if it reveals that firms are uncertain as how to apply the standard. Our analysis further indicates inconsistencies in the implementation of IAS 36. This includes both how firms define a CGU and how they estimate the recoverable amount. Further, multivariate analysis reveals that the inconsistencies detected here are less likely in firms that systematize the procedures for impairment testing and use persons with considerable valuation experience. The findings should be of interest to a number of parties including firms, financial advisers, auditors, standard setters and users of financial statements.     

Do Excess Funds Make Financially Constrained Firms Better Off? Evidence from IPOs in China

Firms in transition economies often suffer financial constraints. In initial public offerings (IPOs), however, many newly listed Chinese firms raise funds in excess of what is originally planned. This paper examines whether these excess IPO funds are wasted on value-destroying spending or enable firms to take growth opportunities. After controlling for the endogeneity issue, we find that Chinese firms with excess IPO funds have better post-IPO operating performance, especially those with limited financing channels. In revealing the mechanism, we find that excess IPO fundraising alleviates financial constraints and reduces the cost of debt.     

How Long Do Junk Bonds Spend in Default?

This paper analyzes junk bond defaults during 1980 to 1991 to determine which factors affect the length of time spent in default. Bondholder holdouts are not a significant problem, as firms with proportionately more bonds have shorter default spells. In contrast, bank debt is associated with slower restructurings. Bargaining problems arising from contingent liabilities, lawsuits, and size delay the process, although multiple bond classes do not. Neither information problems nor firm value appear to matter. HLTs do not resolve their defaults at a significantly faster pace. Defaults tend to take less time in the 1990s, despite Drexel's disappearance from the market.     

How Do Investors Interpret Announcements of Earnings Delays?

Unlike in the case of delays of 10‐K or 10‐Q filings, the SEC does not require managers to disclose delays of earnings announcements to the public. Thus, for companies that are unable to report earnings by their expected date, managers face a decision: remain silent or announce the delay. Prior research has investigated all earnings delays, whether or not they are accompanied by announcements of the delay announcement, and found that the market reaction is slightly negative, on average, for companies that allow their expected earnings dates to pass without disclosing results. It's not clear, however, whether this negative reaction was due to the absence of news or to the information contained in the announcements of the earnings delays. The authors' recent study documents that earnings delay announcements are associated with an average one‐day abnormal stock return of a negative 6%. This statistically as well as economically significant reduction in value is consistent with anecdotal evidence in the popular business press as well as predictions of disclosure theories, in particular the explanation that concerns about legal liability and managerial reputation motivate managers to disclose bad news. The study also shows that almost all managers who announce earnings delays attempt to influence the market reaction by disclosing the underlying cause. Finally, the study shows that the market reaction to earnings delay announcements is positively related to future earnings changes, consistent with the role of these disclosures in providing a signal of deteriorating financial performance.     

When does the Japan Empowering Women Index outperform its parent and the ESG Select Leaders Indexes?

This paper examines and compares the performance of the Japan Empowering Women Index (WIN), Japan ESG Select Leaders Index (SLI), and their parent, the Japanese Investable Market Index (IMI) using data from April 2013 to October 2020. Without regime switching, our benchmark analysis suggests that none of the indexes outperforms the market on average. We also investigate the possible regime-dependent performance of each index to identify the periods when WIN outperforms the market, the IMI, and the SLI, if ever. Our results indicate regime-dependent performance of the WIN and IMI and regime-independent performance of the SLI. For example, when the market performance of the previous month is relatively poor, the WIN tends to outperform the market, while the IMI tends to underperform. Our results also show that, when the market volatility of the previous month is relatively small, the WIN outperforms the market. However, the WIN and IMI tend to underperform the market under the high market volatility regime.     

Are VC-backed IPOs delayed trade sales?

We investigate the role of venture-backing at the time of the initial public offering for the decision to subsequently be taken over and leave the exchange. We show, controlling for firm characteristics as well as the endogeneity of the involvement of VC, that VC-backed firms are significantly more likely to leave the exchange in the course of a take over. Our analysis sheds new light on decisions to go private, and even more so on the process of going public for VC-backed firms. Our findings suggest that, in a significant number of cases, VC-backed IPOs can be interpreted as delayed trade sales.     

Security Issue Timing: What Do Managers Know,and When Do They Know It?

We study put option sales on company stock by large firms. An often‐cited motivation for these transactions is market timing, and managers' decision to issue puts should be sensitive to whether the stock is undervalued. We provide new evidence that large firms successfully time security sales. In the 100 days following put option issues, there is roughly a 5% abnormal stock return, with much of the abnormal return following the first earnings release date after the sale. Direct evidence on put option exercises reinforces these findings: exercise frequencies and payoffs to put holders are abnormally low.     

How Do Institutional Factors Affect International Real Estate Returns?

Prior international real estate studies recognize the importance of country-specific factors for explaining real estate security returns. Using firm level observations from the FTSE NAREIT/EPRA Index for 2004?C2006, we construct a set of multifactor multivariate statistical regression models to identify and pin-point country-specific institutional features that determine differences for excess real estate security returns. Our analyses indicate that the excess real estate returns (i.e., required risk premiums) are, in part, determined by the quality of a country??s legal system and the corporate governance environment, controlling for various country-specific macro-economic variables and firm-level characteristics. We further find that the impact of institutional factors on international real estate returns is more prominent in the Asia-Pacific Region, and recent development of the REIT structure across the world does not alter the importance of corporate governance and legal system quality for determining real estate returns.