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How reverse merger firms raise capital in PIPEs: search costs and placement agent reputation

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  • Onur Bayar

    (University of Texas at San Antonio)

  • Yini Liu

    (Western University)

  • Juan Mao

    (University of Texas at San Antonio)

Abstract

We examine the role of placement agents in private investments in public equity (PIPE) deals of firms that went public via a reverse merger (RM). We find that reputable placement agents with greater expertise (expert agents) help RM firms to complete their PIPE deals in a smaller number of financing rounds (closings) and raise funds from a larger base of private investors. In exchange for these benefits, RM firms advised by expert agents agree to more investor-friendly contract terms and pay higher cash compensation to their placement agents. Overall, our evidence indicates that, while expert PIPE agents use their superior networking capabilities to reduce the search costs of RM firms, they also exercise more bargaining power against RM firms compared to non-expert PIPE agents. Finally, compared to the PIPE offerings of IPO firms, the PIPE offerings of RM firms are more likely to involve deals with multiple closings and larger offer price discounts. This suggests that raising new capital in PIPEs entails significantly higher costs for RM firms than IPO firms.

Suggested Citation

  • Onur Bayar & Yini Liu & Juan Mao, 2021. "How reverse merger firms raise capital in PIPEs: search costs and placement agent reputation," Review of Quantitative Finance and Accounting, Springer, vol. 56(1), pages 143-184, January.
    • Handle: RePEc:kap:rqfnac:v:56:y:2021:i:1:d:10.1007_s11156-020-00889-7
    DOI: 10.1007/s11156-020-00889-7
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    as
    1. Michael Ewens & Joan Farre-Mensa, 2020. "The Deregulation of the Private Equity Markets and the Decline in IPOs," The Review of Financial Studies, Society for Financial Studies, vol. 33(12), pages 5463-5509.
    2. Rajan, Raghuram G. & Wulf, Julie, 2006. "Are perks purely managerial excess?," Journal of Financial Economics, Elsevier, vol. 79(1), pages 1-33, January.
    3. Acharya, Viral & Xu, Zhaoxia, 2017. "Financial dependence and innovation: The case of public versus private firms," Journal of Financial Economics, Elsevier, vol. 124(2), pages 223-243.
    4. Annette B. Poulsen & Mike Stegemoller, 2008. "Moving from Private to Public Ownership: Selling Out to Public Firms versus Initial Public Offerings," Financial Management, Financial Management Association International, vol. 37(1), pages 81-101, March.
    5. Lily Hua Fang, 2005. "Investment Bank Reputation and the Price and Quality of Underwriting Services," Journal of Finance, American Finance Association, vol. 60(6), pages 2729-2761, December.
    6. Logue, Dennis E & Rogalski, Richard J & Seward, James K & Foster-Johnson, Lynn, 2002. "What Is Special about the Roles of Underwriter Reputation and Market Activities in Initial Public Offerings?," The Journal of Business, University of Chicago Press, vol. 75(2), pages 213-243, April.
    7. Lee, Cheng-Few & YiLin, Wu, 2009. "Two-stage models for the analysis of information content of equity-selling mechanisms choices," Journal of Business Research, Elsevier, vol. 62(1), pages 123-133, January.
    8. Booth, James R. & Smith, Richard II, 1986. "Capital raising, underwriting and the certification hypothesis," Journal of Financial Economics, Elsevier, vol. 15(1-2), pages 261-281.
    9. Kai-Shi Chuang, 2020. "Private placements, market discounts and firm performance: the perspective of corporate life cycle analysis," Review of Quantitative Finance and Accounting, Springer, vol. 54(2), pages 541-564, February.
    10. Carter, Richard B & Manaster, Steven, 1990. "Initial Public Offerings and Underwriter Reputation," Journal of Finance, American Finance Association, vol. 45(4), pages 1045-1067, September.
    11. Steven N. Kaplan & Per Strömberg, 2003. "Financial Contracting Theory Meets the Real World: An Empirical Analysis of Venture Capital Contracts," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 70(2), pages 281-315.
    12. Gao, Huasheng & Hsu, Po-Hsuan & Li, Kai, 2018. "Innovation Strategy of Private Firms," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 53(1), pages 1-32, February.
    13. Lee-Young Cheng & Ming-Chang Wang & Kung-Chi Chen, 2014. "Institutional Investment Horizons and the Stock Performance of Private Equity Placements: Evidence from the Taiwanese Listed Firms," Review of Pacific Basin Financial Markets and Policies (RPBFMP), World Scientific Publishing Co. Pte. Ltd., vol. 17(02), pages 1-30.
    14. Ola Bengtsson & Na Dai, 2014. "Financial Contracts in PIPE Offerings: The Role of Expert Placement Agents," Financial Management, Financial Management Association International, vol. 43(4), pages 795-832, December.
    15. Francesca Cornelli & David Goldreich, 2001. "Bookbuilding and Strategic Allocation," Journal of Finance, American Finance Association, vol. 56(6), pages 2337-2369, December.
    16. Michael Ewens & Joan Farre-Mensa & Andrew Karolyi, 0. "The Deregulation of the Private Equity Markets and the Decline in IPOs," Review of Financial Studies, Society for Financial Studies, vol. 33(12), pages 5463-5509.
    17. Floros, Ioannis V. & Sapp, Travis R.A., 2011. "Shell games: On the value of shell companies," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 850-867, September.
    18. Hertzel, Michael G & Smith, Richard L, 1993. "Market Discounts and Shareholder Gains for Placing Equity Privately," Journal of Finance, American Finance Association, vol. 48(2), pages 459-485, June.
    19. Klein, Benjamin & Leffler, Keith B, 1981. "The Role of Market Forces in Assuring Contractual Performance," Journal of Political Economy, University of Chicago Press, vol. 89(4), pages 615-641, August.
    20. Dai, Na, 2011. "Monitoring via staging: Evidence from Private investments in public equity," Journal of Banking & Finance, Elsevier, vol. 35(12), pages 3417-3431.
    21. Tim Loughran & Jay Ritter, 2004. "Why Has IPO Underpricing Changed Over Time?," Financial Management, Financial Management Association, vol. 33(3), Fall.
    22. 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.
    23. Beatty, Randolph P. & Ritter, Jay R., 1986. "Investment banking, reputation, and the underpricing of initial public offerings," Journal of Financial Economics, Elsevier, vol. 15(1-2), pages 213-232.
    24. Sherman, Ann E. & Titman, Sheridan, 2002. "Building the IPO order book: underpricing and participation limits with costly information," Journal of Financial Economics, Elsevier, vol. 65(1), pages 3-29, July.
    25. Gleason, Kimberly C. & Rosenthal, Leonard & Wiggins III, Roy A., 2005. "Backing into being public: an exploratory analysis of reverse takeovers," Journal of Corporate Finance, Elsevier, vol. 12(1), pages 54-79, December.
    26. Doidge, Craig & Karolyi, G. Andrew & Stulz, René M., 2013. "The U.S. left behind? Financial globalization and the rise of IPOs outside the U.S," Journal of Financial Economics, Elsevier, vol. 110(3), pages 546-573.
    27. Na Dai & Hoje Jo & John D. Schatzberg, 2010. "The Quality and Price of Investment Banks’ Service: Evidence from the PIPE Market," Financial Management, Financial Management Association International, vol. 39(2), pages 585-612, June.
    28. 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.
    29. repec:bla:jfinan:v:53:y:1998:i:1:p:285-311 is not listed on IDEAS
    30. Huang, Rongbing & Shangguan, Zhaoyun & Zhang, Donghang, 2008. "The networking function of investment banks: Evidence from private investments in public equity," Journal of Corporate Finance, Elsevier, vol. 14(5), pages 738-752, December.
    31. Troy Pollard, 2016. "Sneaking in the back door? An evaluation of reverse mergers and IPOs," Review of Quantitative Finance and Accounting, Springer, vol. 47(2), pages 305-341, August.
    32. Frederick Adjei & Ken Cyree & Mark Walker, 2008. "The determinants and survival of reverse mergers vs IPOs," Journal of Economics and Finance, Springer;Academy of Economics and Finance, vol. 32(2), pages 176-194, April.
    33. Gompers, Paul A, 1995. "Optimal Investment, Monitoring, and the Staging of Venture Capital," Journal of Finance, American Finance Association, vol. 50(5), pages 1461-1489, December.
    34. Benveniste, Lawrence M. & Spindt, Paul A., 1989. "How investment bankers determine the offer price and allocation of new issues," Journal of Financial Economics, Elsevier, vol. 24(2), pages 343-361.
    35. Megginson, William L & Weiss, Kathleen A, 1991. "Venture Capitalist Certification in Initial Public Offerings," Journal of Finance, American Finance Association, vol. 46(3), pages 879-903, July.
    36. Chemmanur, Thomas J. & He, Jie & He, Shan & Nandy, Debarshi, 2018. "Product Market Characteristics and the Choice between IPOs and Acquisitions," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 53(2), pages 681-721, April.
    37. Gao, Xiaohui & Ritter, Jay R. & Zhu, Zhongyan, 2013. "Where Have All the IPOs Gone?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 48(6), pages 1663-1692, December.
    38. David J. Brophy & Paige P. Ouimet & Clemens Sialm, 2009. "Hedge Funds as Investors of Last Resort?," The Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 541-574, February.
    39. YiLin Wu & Lee Cheng-Few, 2008. "Specification analysis of corporate equity financing decision: a conditional residual approach," Review of Quantitative Finance and Accounting, Springer, vol. 31(4), pages 395-423, November.
    40. Chen, Hsuan-Chi & Dai, Na & Schatzberg, John D., 2010. "The choice of equity selling mechanisms: PIPEs versus SEOs," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 104-119, February.
    41. Chemmanur, Thomas J & Fulghieri, Paolo, 1994. "Investment Bank Reputation, Information Production, and Financial Intermediation," Journal of Finance, American Finance Association, vol. 49(1), pages 57-79, March.
    42. Bajo, Emanuele & Chemmanur, Thomas J. & Simonyan, Karen & Tehranian, Hassan, 2016. "Underwriter networks, investor attention, and initial public offerings," Journal of Financial Economics, Elsevier, vol. 122(2), pages 376-408.
    43. Greene, Daniel, 2016. "The wealth of private firm owners following reverse mergers," Journal of Corporate Finance, Elsevier, vol. 37(C), pages 56-75.
    44. Bayar, Onur & Chemmanur, Thomas J., 2012. "What drives the valuation premium in IPOs versus acquisitions? An empirical analysis," Journal of Corporate Finance, Elsevier, vol. 18(3), pages 451-475.
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    1. Charles M C Lee & Yuanyu Qu & Tao Shen, 2023. "Gate Fees: The Pervasive Effect of IPO Restrictions on Chinese Equity Markets," Review of Finance, European Finance Association, vol. 27(3), pages 809-849.

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    More about this item

    Keywords

    Private investment in public equity; Reverse mergers; Financial intermediaries; PIPEs with multiple closings; Financial contracting; IPOs;
    All these keywords.

    JEL classification:

    • 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
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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