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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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    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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