IDEAS home Printed from https://ideas.repec.org/a/eee/corfin/v82y2023ics0929119923001153.html
   My bibliography  Save this article

The role of financial covenants in pricing private investments in public equity

Author

Listed:
  • Liu, Yini
  • Nguyen, Ca

Abstract

Our study examines the pricing of private placements for issuing firms subject to outstanding loan covenants. Using Private Investments in Public Equity (PIPE) deals from 2001 to 2018, we find that issuing firms restricted by loan covenants offer a discount of 3.9% larger than those without covenants. We corroborate the positive impact of financial covenants on discounts through channel tests that assess covenant violation history, covenant strictness, and the identities of lead PIPE investors. The increased probability of technical default and costly renegotiation in covenants potentially incentivizes borrowing firms to transition from the loan market to the PIPE market. To minimize endogeneity concerns, we use a matched sample, a Heckman selection model, and a two-stage least squares instrumental variable analysis, all of which present consistent results. Based on our findings, we conjecture that PIPE investors are concerned about the transfer of control rights to lenders and, as a result, demand deeper discounts in PIPE offerings.

Suggested Citation

  • Liu, Yini & Nguyen, Ca, 2023. "The role of financial covenants in pricing private investments in public equity," Journal of Corporate Finance, Elsevier, vol. 82(C).
    • Handle: RePEc:eee:corfin:v:82:y:2023:i:c:s0929119923001153
    DOI: 10.1016/j.jcorpfin.2023.102466
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S0929119923001153
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.jcorpfin.2023.102466?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Demerjian, Peter R. & Owens, Edward L., 2016. "Measuring the probability of financial covenant violation in private debt contracts," Journal of Accounting and Economics, Elsevier, vol. 61(2), pages 433-447.
    2. Cem Demiroglu & Christopher M. James, 2010. "The Information Content of Bank Loan Covenants," The Review of Financial Studies, Society for Financial Studies, vol. 23(10), pages 3700-3737, October.
    3. Krishnamurthy, Srinivasan & Spindt, Paul & Subramaniam, Venkat & Woidtke, Tracie, 2005. "Does investor identity matter in equity issues? Evidence from private placements," Journal of Financial Intermediation, Elsevier, vol. 14(2), pages 210-238, April.
    4. Susan Chaplinsky, 2010. "Financing under Extreme Risk: Contract Terms and Returns to Private Investments in Public Equity," The Review of Financial Studies, Society for Financial Studies, vol. 23(7), pages 2789-2820, July.
    5. Amihud, Yakov, 2002. "Illiquidity and stock returns: cross-section and time-series effects," Journal of Financial Markets, Elsevier, vol. 5(1), pages 31-56, January.
    6. Billett, Matthew T. & Elkamhi, Redouane & Floros, Ioannis V., 2015. "The influence of investor identity and contract terms on firm value: Evidence from PIPEs," Journal of Financial Intermediation, Elsevier, vol. 24(4), pages 564-589.
    7. Floros, Ioannis V. & Sapp, Travis R.A., 2012. "Why do firms issue private equity repeatedly? On the motives and information content of multiple PIPE offerings," Journal of Banking & Finance, Elsevier, vol. 36(12), pages 3469-3481.
    8. Bengtsson, Ola & Sensoy, Berk A., 2011. "Investor abilities and financial contracting: Evidence from venture capital," Journal of Financial Intermediation, Elsevier, vol. 20(4), pages 477-502, October.
    9. Charles J. Hadlock & Joshua R. Pierce, 2010. "New Evidence on Measuring Financial Constraints: Moving Beyond the KZ Index," The Review of Financial Studies, Society for Financial Studies, vol. 23(5), pages 1909-1940.
    10. Michael Bradley & Michael R. Roberts, 2015. "The Structure and Pricing of Corporate Debt Covenants," Quarterly Journal of Finance (QJF), World Scientific Publishing Co. Pte. Ltd., vol. 5(02), pages 1-37.
    11. Greg Nini & David C. Smith & Amir Sufi, 2012. "Creditor Control Rights, Corporate Governance, and Firm Value," The Review of Financial Studies, Society for Financial Studies, vol. 25(6), pages 1713-1761.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Liu, Yini, 2023. "Does innovation success reduce the cost of financing? Evidence from private investments in public equity," Finance Research Letters, Elsevier, vol. 52(C).
    2. Wang, Rui & Yang, Shijie, 2023. "Credit ratings and firm innovation: Evidence from sovereign downgrades," Journal of Banking & Finance, Elsevier, vol. 148(C).
    3. Dahiya, Sandeep & Klapper, Leora & Parthasarathy, Harini & Singer, Dorothe, 2017. "Equity raising by Asian firms: Choosing between PIPEs and SEOs," Journal of Corporate Finance, Elsevier, vol. 45(C), pages 64-83.
    4. Björn Imbierowicz & Daniel Streitz, 2024. "Financial debt contracting and managerial agency problems," Financial Management, Financial Management Association International, vol. 53(1), pages 99-118, March.
    5. Peter Iliev & Michelle Lowry, 2020. "Venturing beyond the IPO: Financing of Newly Public Firms by Venture Capitalists," Journal of Finance, American Finance Association, vol. 75(3), pages 1527-1577, June.
    6. Zhiming Ma & Derrald Stice & Christopher Williams, 2022. "What's my style? Supply‐side determinants of debt covenant inclusion," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 49(3-4), pages 461-490, March.
    7. Barg, Johannes A. & Drobetz, Wolfgang & Momtaz, Paul P., 2021. "Valuing start-up firms: A reverse-engineering approach for fair-value multiples from venture capital transactions," Finance Research Letters, Elsevier, vol. 43(C).
    8. Au Yong, Hue Hwa & Brown, Christine & Ho, Choy Yeing (Chloe) & Shekhar, Chander, 2024. "Equity in capital raising? Empirical evidence from structured private placements," Journal of Banking & Finance, Elsevier, vol. 159(C).
    9. Lim, Jongha & Schwert, Michael & Weisbach, Michael S., 2021. "The economics of PIPEs," Journal of Financial Intermediation, Elsevier, vol. 45(C).
    10. Victoria Ivashina & Boris Vallee, 2020. "Weak Credit Covenants," NBER Working Papers 27316, National Bureau of Economic Research, Inc.
    11. Xu Chong Bo & Wenyi Li & Jing Shi & Yi Zheng & Qing Zhou, 2021. "Relationship lending and bank loan covenant violations," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 61(4), pages 5847-5878, December.
    12. Bayar, Onur & Floros, Ioannis V. & Liu, Yini & Mao, Juan, 2024. "Litigation and information effects on private sales of securities," Journal of Corporate Finance, Elsevier, vol. 88(C).
    13. Andriosopoulos, Dimitris & Panetsidou, Styliani, 2021. "A global analysis of Private Investments in Public Equity," Journal of Corporate Finance, Elsevier, vol. 69(C).
    14. Ambrocio, Gene & Colak, Gonul & Hasan, Iftekhar, 2022. "Commitment or constraint? The effect of loan covenants on merger and acquisition activity," Finance Research Letters, Elsevier, vol. 47(PB).
    15. Duong, Huu Nhan & Khalifa, Mariem & Sheikhbahaei, Ali & Sualihu, Mohammed Aminu, 2024. "Corporate noncompliance: Do corporate violations affect bank loan contracting?," Journal of Banking & Finance, Elsevier, vol. 166(C).
    16. Efraim Benmelech & Nitish Kumar & Raghuram Rajan, 2024. "The Decline of Secured Debt," Journal of Finance, American Finance Association, vol. 79(1), pages 35-93, February.
    17. Servaes, Henri & Amiraslani, Hami & Lins, Karl & Tamayo, Ane, 2017. "A Matter of Trust? The Bond Market Benefits of Corporate Social Capital during the Financial Crisis," CEPR Discussion Papers 12321, C.E.P.R. Discussion Papers.
    18. Daniel Cohen & Bin Li & Ningzhong Li & Yun Lou, 2022. "Major government customers and loan contract terms," Review of Accounting Studies, Springer, vol. 27(1), pages 275-312, March.
    19. Bazzana, Flavio & Zadorozhnaya, Anna & Gabriele, Roberto, 2018. "The role of covenants in bond issue. The case of Russian companies," Emerging Markets Review, Elsevier, vol. 36(C), pages 1-18.
    20. Intan Suryani Abu Bakar & Arifur Khan & Paul Mather & George Tanewski, 2020. "Board monitoring and covenant restrictiveness in private debt contracts during the global financial crisis," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 60(S1), pages 661-692, April.

    More about this item

    Keywords

    Syndicated loans; Creditor rights; Covenants; Private placements; Private investment in public equity (PIPE);
    All these keywords.

    JEL classification:

    • G14 - Financial Economics - - General Financial Markets - - - Information and Market Efficiency; Event Studies; Insider Trading
    • G23 - Financial Economics - - Financial Institutions and Services - - - Non-bank Financial Institutions; Financial Instruments; Institutional Investors
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:corfin:v:82:y:2023:i:c:s0929119923001153. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/jcorpfin .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.