INVESTMENT BANKING AND THE CAPITAL ACQUISITION PROCESS

INVESTMENT BANKING AND THE CAPITAL ACQUISITION PROCESS

1986 | Clifford W. SMITH, Jr.
This paper reviews the theory and evidence on the process by which corporations raise debt and equity capital and the associated effects on security prices. It tests hypotheses about stock price patterns accompanying announcements of security offerings and examines various contractual alternatives used in security issues, such as rights or underwritten offers, negotiated or competitive bid, best efforts or firm commitment contracts, and shelf or traditional registration. It also analyzes incentives for underpricing new issues. Section 2 examines the theory and evidence related to announcements of security offerings by public corporations. Average stock price reactions to public security issues are either negative or not significantly different from zero. Several hypotheses are offered to explain these price reactions, including optimal capital structure, implied cash flow changes, unanticipated announcements, information asymmetry, and ownership changes. These hypotheses have implications for price reactions in related events, such as dividend changes and security repurchases. Section 3 examines the marketing of corporate securities. Securities can be sold through a rights or underwritten offering. Underwriters' services can be obtained through a negotiated or competitive bid contract. Securities can be registered with the SEC through either the new shelf or traditional registration procedures. Data on the costs, pricing, and frequency of use of these marketing methods for different securities provide a clearer understanding of the incentives important in choosing among them. Section 4 examines the special case of initial public equity offerings. They are typically sold through either firm commitment or best effort contracts. Underwriters, on average, price initial public offerings significantly lower than their after-market price. The hypotheses which explain these choices are examined. Section 5 presents brief concluding remarks, and suggests issues for further study.This paper reviews the theory and evidence on the process by which corporations raise debt and equity capital and the associated effects on security prices. It tests hypotheses about stock price patterns accompanying announcements of security offerings and examines various contractual alternatives used in security issues, such as rights or underwritten offers, negotiated or competitive bid, best efforts or firm commitment contracts, and shelf or traditional registration. It also analyzes incentives for underpricing new issues. Section 2 examines the theory and evidence related to announcements of security offerings by public corporations. Average stock price reactions to public security issues are either negative or not significantly different from zero. Several hypotheses are offered to explain these price reactions, including optimal capital structure, implied cash flow changes, unanticipated announcements, information asymmetry, and ownership changes. These hypotheses have implications for price reactions in related events, such as dividend changes and security repurchases. Section 3 examines the marketing of corporate securities. Securities can be sold through a rights or underwritten offering. Underwriters' services can be obtained through a negotiated or competitive bid contract. Securities can be registered with the SEC through either the new shelf or traditional registration procedures. Data on the costs, pricing, and frequency of use of these marketing methods for different securities provide a clearer understanding of the incentives important in choosing among them. Section 4 examines the special case of initial public equity offerings. They are typically sold through either firm commitment or best effort contracts. Underwriters, on average, price initial public offerings significantly lower than their after-market price. The hypotheses which explain these choices are examined. Section 5 presents brief concluding remarks, and suggests issues for further study.
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