Equity with Warrants in Private Placements

We examine private equity with warrant (unit) placements and compare them with private equity placements. Firms making unit placements are smaller, younger, riskier, and characterized by higher information asymmetry than equity‐placing firms. Furthermore, unit‐placing firms experience good pre‐placement stock performance; however, their post‐placement performance is poor and worse than that of equity‐placing firms. We also find that very few of the placed warrants are in the money at expiration. Our results are consistent with the window of opportunity hypothesis and the theory that warrants are especially desirable to a clientele of overoptimistic investors.     

Long-Run Performance following Private Placements of Equity

Public firms that place equity privately experience positive announcements effects, with negative post-announcement stock-price performance. This finding is inconsistent with the underreaction hypothesis. Instead, it suggests that investors are overoptimistic about the prospects of firms issuing equity, regardless of the method of issuance. Further, in contrast to public offerings, private issues follow periods of relatively poor operating performance. Thus, investor overoptimism at the time of private issues is not due to the behavioral tendency to overweight recent experience at the expense of long-term averages.     

投资者异质信念与定向增发股价长期市场表现

近年来,基于异质信念的行为金融理论已经成为国际学术界的重要研究前沿。本文结合中国资本市场特殊制度背景,首次从投资者异质信念视角实证检验了上市公司定向增发后股价长期市场表现。研究结果表明:投资者异质信念越大,上市公司实施定向增发后公司股价长期市场表现越差;当发行对象为机构投资者时,异质信念对定向增发后股价的负向作用更加显著。此外,本文还进一步发现公司定向增发后的经营业绩变化也与投资者异质信念呈显著负相关关系。本文的研究结论丰富了投资者异质信念假说在公司股权再融资领域中的研究范畴。     

The Valuation Effects of Private Placements of Convertible Debt

Share price reactions to announcements of 61 private placements of convertible debt securities are investigated and a significant positive average abnormal return of 1.80% is documented. This unique result contrasts with the negative average abnormal return associated with public sales of convertible debt securities. The positive effect on common shareholders' wealth appears to be related to the relative size of the private issue and unrelated to the degree to which the convertible bond is “out-of-the-money” at issuance.     

Political and Interlocking Connections in the Boardroom on Private Equity Placements

This study examines the influence of directors who are politically connected and/or have boardroom interlocking on private equity placements (PEPs) in Chinese listed firms. We document that interlocked directors can significantly influence the propensity to apply for PEPs and approval of PEPs and reduce the cost of PEPs while providing greater access to proceeds from PEPs through lowering information asymmetry and information cost. Although politically connected directors have a significant role in the approval of PEPs, they are more likely to reduce the monitoring effects and increase agency problems, which lead to increased cost of PEPs and reduced proceeds from PEPs. The results also reveal that political connection diminishes the benefits of interlocking directors for firms having directors with both interlocking and political ties.     

Wealth Effects of Private Equity Placements: Evidence from Singapore

We examine institutional characteristics and the wealth effects of private equity placements in Singapore. Our findings show that private placements in Singapore generally result in a negative wealth effect and a reduction in ownership concentration. We find that at high levels of ownership concentration, the relation between abnormal returns and changes in ownership concentration is significantly negative. We also show that the market reacts less favorably to placements in which management ownership falls below 50%, but more favorably to issues to single investors. We do not find evidence suggesting that our results are due to an information effect.     

The Wealth Effects of Private Stock Placements under Regulation D

This paper examines the wealth effects associated with unregistered private common stock placements under the Regulation D exemption by a sample of exchange listed and over the counter firms. Unlike the negative abnormal returns associated with public equity offerings, private placements of common stocks under Regulation D are initially associated with significantly positive abnormal returns. However, these firms experience significant negative price effects in the two years following the private placements.     

定向增发与上市公司长期业绩下滑

本文以2006-2009年我国A股市场上市公司定向增发事件为研究样本,从经营业绩的角度考察了上市公司定向增发后的长期业绩状况。本文的研究发现我国上市公司定向增发前的长期业绩呈上升趋势,在定向增发实施当年达到峰值,随后在增发后出现下滑趋势,特别是定向增发后一年内的下降幅度在统计上显著为负。本文从盈余管理假说、自由现金流假说和发行对象类别等角度检验了上市公司定向增发后长期经营业绩下滑的影响因素,发现上市公司定向增发前的盈余管理行为和自由现金流水平、定向增发后的过度投资以及大股东及其关联方的认购是造成定向增发后长期经营业绩下滑的重要原因。     

定向增发整体上市、机构投资者与短期市场反应

整体上市的优越性早已引起关注,但关于机构投资者的参与对整体上市影响的研究仍较为缺乏。本文以2004—2013年通过定向增发实现整体上市的公司为研究样本,系统分析机构投资者的认购情况与短期市场反应之间的关系。研究发现:(1)定向增发整体上市的市场反应显著为正,且有机构投资者参与的公司市场反应更好;(2)券商、基金、投资公司等相对独立的机构投资者的认购比例与定向增发整体上市市场反应之间存在倒U形关系,信托、保险等公司与上市公司可能存在一定商业关系,其参与程度对市场反应不产生规律性影响。     

Liquidity Changes around Seasoned Equity Issuance: Public Offerings versus Private Placements

I investigate whether firms that issue equity, in public offerings or private placements, have improved on liquidity in the secondary market. Transaction costs, price impacts, and trading activity are examined. Results show that public offering stocks become considerably more liquid in all three dimensions. For private placement stocks, there is some evidence that trading volume increases, but effective spread and temporary price impact decline less than market‐wide changes. Furthermore, I study the behaviors of participants in the newly issued equity market. Analyses indicate that underwriters, analysts, and market makers all contribute to liquidity changes, but in different aspects.     

The Costs, Wealth Effects, and Determinants of International Capital Raising: Evidence from Public Yankee Bonds

This paper examines the costs, wealth effects, and determinants of international capital raising for a sample of 260 public debt issues made by non-U.S. firms in the Yankee bond market. We find that investors demand economically significant premiums on bonds issued by firms that are located in countries that do not protect investors' rights and do not have a prior history of ongoing disclosure. The results provide support for the literature that suggests better legal protections and more detailed information disclosure increases the price investors will pay for financial assets. Journal of Economic Literature Classification Numbers: F3, G1.     

Financial Contracting and the Choice between Private Placement and Publicly Offered Bonds

The financial contracting in private placement bonds and publicly offered bonds are different. Our data show that private placement bonds are more likely to have restrictive covenants than public bonds. Private placement bonds are also more likely to be issued by smaller and riskier firms. For investment‐grade firms that issue bonds in both markets, our analysis shows that firms select the bond type to minimize financing costs. We find significant differences in the pricing of private placement and publicly offered bonds, and some of these differences appear to be related to the different institutional features between the two markets.     

Market Timing with Security Offering Regulations: Evidence from Private Placements of Chinese Listed Firms

In the context of China's strict security-offering regulations, we examine market timing by linking firms' decisions to withdraw private placement (PP) proposals to changes in market condition during the approval process. We reveal that timing based on the strictness of the security-offering regulations is as important a dimension of market timing as timing based on the issuers' market valuations is. A firm's probability of withdrawing its PP proposal is negatively related to changes in its market-to-book ratio and changes in the strictness of regulations, measured by changes in the issue market (hot/cold) occurring between proposal announcement and outcome day. PPs for investment financing have more pronounced timing effects than PPs for asset restructuring.     

The Impact of Mispricing and Asymmetric Information on the Price Discount of Private Placements of Common Stock

The price discount on privately placed stock is large and can vary substantially among firms. While earlier studies attribute price discounts on privately placed stock to illiquidity and costs of gathering information, we offer a more complete explanation. We find that firms exhibiting higher overvaluation have significantly larger price discounts in private stock sales. We also find that higher levels of asymmetric information about the issuing firm and about the stock market environment at the time of the private placement cause more pronounced discounts in the offer price. Our analysis also shows that post-issue abnormal returns following private placements are higher when discounts are less pronounced.     

Understanding the Positive Announcement Effects of Private Equity Placements: New Insights from Hong Kong Data

The literature has documented positive announcement effects for privately placed seasoned equity issues. This study shows positive announcement effects not only for private but also for public placements in Hong Kong. Our unique data offer new insights not obtainable from U.S. data as we examine the cross-sections of the announcement effects. Most importantly, we find that the announcement effect is more likely to be positive for smaller issuers, such as private placing firms and some public issuers where asymmetric information arises more from growth than from assets in place. This finding is consistent with the generalized Myers-Majluf model.★The authors wish to thank Jack Cooney, Espen Eckbo, Ned Elton, Cliff Holderness, Rene Stulz, Piet Sercu, Tom Vinaimont, John Wei, and participants at the 2003 Financial Management Association Annual Conference in Denver and at seminars at the Guanghua School of Management of Peking University and the Department of Finance of National Taiwan University for their helpful discussions and comments. Special thanks go to Marco Pagano (the editor) and an anonymous referee for advice and suggestions that have significantly improved the quality of this paper. Wu gratefully acknowledges financial support from the Research Grants Council of the Hong Kong SAR (Project No. CityU 1244/04H) and from the City University of Hong Kong (DAG project No. 7100183).     

美国高收益债券市场对中国中小企业私募债券的借鉴与启示

以发展中国中小企业私募债券的必要性及其现状分析为基础,对美国高收益债券的发展历史和市场特点进行剖析,试图借鉴美国成熟市场的经验探索推动中国中小企业私募债券市场健康、持续发展的方法和措施。将风险长期维持在可控范围内是中小企业私募债券市场发展的关键,应当建立违约风险监控制度,突破违约偿债机制和信用评级体系两方面问题。同时,放宽限制,促进中国中小企业私募债券市场的自由化;加强创新,保持中国中小企业私募债券市场的活力。     

An empirical investigation of Yankee stock offerings

This paper examines the operating and investment performance of 100 foreign firms that conduct their initial public offerings (IPOs) in the U.S. (Yankee stock offerings). The uniqueness of these firms is that the U.S. IPOs are their first public equity issue in any market, including the home market. We find significant improvement in the operating performance subsequent to these U.S. IPO events and firms from countries with poor investor protection benefit more. Compared to various benchmarks, unlike the significant underperformance of IPOs documented in many countries, these firms show no significant abnormal long-run stock market performance after 1, 3, or 5 years of seasoning. The findings are consistent with signaling and selective entry hypotheses.     

高收益债券监管的法律问题研究——超越私募和公募界限的制度设计

高收益债采用非公开方式发行,但已不是传统意义上的非公开发行证券,其发行和交易已经具备了某些公开发行证券的特点。因此我国高收益债的监管制度安排必须做出一个超越私募和公募界限的制度设计。其内容包括:对高收益债准入监管发行采用注册制加部分的实质审核;高收益债投资者适当性制度;高收益债转让后持有人数超过200人后的公开发行豁免制度;具有较高透明交易机制的场外交易系统;以债券契约、强制性信息披露和债券受托管理制度为内容的多维度的债权人保护制度。     

境外上市经济学

据世界证券交易所联合会(World Federation of Exchanges)统计,1996年其会员交易所中外资股的交易额为1．37万亿美元,占总交易额的比率为8．76％,到2005年,这两项数字分别达到了5．76万亿美元和11．28％,表明外资股在境外交易所中的活跃度日益增强。本刊美国特约编辑杰姆斯·巴茨(James Barth)博士推荐此稿,两位作者分别为美国萨佛克大学(Suffolk University)金融副教授和伊丽莎白城学院(Elizabethtown College)金融助理教授,他们在文中简要分析了境外上市的好处和成本,意在为即将或已经赴境外上市的中国各家银行提供些参考。