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Tender Offers and Leverage

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  • Holger M. Müller
  • Fausto Panunzi

Abstract

This paper examines the role of leverage in tender offers for widely held firms. We show that a leveraged "bootstrap acquisition" can implement an outcome that—from an economic perspective—is quite similar to the outcome implemented by the Grossman-Hart dilution mechanism. To raise the funds for the takeover, the raider initially sets up a new acquisition subsidiary that issues debt backed by the target's assets and future cash flows. In the first step of the acquisition, the raider acquires a majority of the target's stock through a tender offer. In a second step, the target is merged with the raider's indebted acquisition subsidiary. The fact that the acquisition subsidiary is indebted lowers the combined firm's share value and thus the incentives for target shareholders to hold out in the tender offer. This allows the raider to lower the bid price, make a profit, and overcome the free-rider problem.

Suggested Citation

  • Holger M. Müller & Fausto Panunzi, 2004. "Tender Offers and Leverage," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 119(4), pages 1217-1248.
    • Handle: RePEc:oup:qjecon:v:119:y:2004:i:4:p:1217-1248.
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    File URL: http://hdl.handle.net/10.1162/0033553042476198
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    Cited by:

    1. Daniel Ferreira & Emanuel Ornelas & John L. Turner, 2005. "Ownership Structure and the Market for Corporate Control," IBMEC RJ Economics Discussion Papers 2005-09, Economics Research Group, IBMEC Business School - Rio de Janeiro.
    2. Mike Burkart & Denis Gromb & Holger M. Mueller & Fausto Panunzi, 2014. "Legal Investor Protection and Takeovers," Journal of Finance, American Finance Association, vol. 69(3), pages 1129-1165, June.
    3. Bronson Argyle & Taylor Nadauld & Christopher Palmer & Ryan Pratt, 2021. "The Capitalization of Consumer Financing into Durable Goods Prices," Journal of Finance, American Finance Association, vol. 76(1), pages 169-210, February.
    4. Ferrés, Daniel & Ormazabal, Gaizka & Povel, Paul & Sertsios, Giorgo, 2021. "Capital structure under collusion," Journal of Financial Intermediation, Elsevier, vol. 45(C).
    5. Guthrie, Graeme & Hobbs, Cameron, 2021. "How managerial ownership and the market for corporate control can improve investment timing," Journal of Banking & Finance, Elsevier, vol. 128(C).
    6. At, Christian & Morand, Pierre-Henri, 2008. "Jump bidding in ascending auctions: The case of takeover contests," Economics Letters, Elsevier, vol. 99(3), pages 458-460, June.
    7. Bo Becker & Jens Josephson, 2016. "Insolvency Resolution and the Missing High-Yield Bond Markets," The Review of Financial Studies, Society for Financial Studies, vol. 29(10), pages 2814-2849.
    8. Hubert Bruslerie & Luminita Enache, 2023. "The dynamics of leverage of newly controlled target firms: evidence after an acquisition," Review of Quantitative Finance and Accounting, Springer, vol. 61(2), pages 411-445, August.
    9. Mike Burkart & Samuel Lee, 2022. "Activism and Takeovers," The Review of Financial Studies, Society for Financial Studies, vol. 35(4), pages 1868-1896.
    10. Robert Marquez & Bilge Yılmaz, 2012. "Takeover Bidding and Shareholder Information," The Review of Corporate Finance Studies, Society for Financial Studies, vol. 1(1), pages 1-27.
    11. Daniel Ferreira & Emanuel Ornelas & John L. Turner, 2015. "Unbundling Ownership and Control," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 24(1), pages 1-21, March.
    12. Mike Burkart & Samuel Lee, 2015. "Signalling to Dispersed Shareholders and Corporate Control," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 82(3), pages 922-962.
    13. Stefano Demichelis & Klaus Ritzberger, 2011. "A general equilibrium analysis of corporate control and the stock market," Economic Theory, Springer;Society for the Advancement of Economic Theory (SAET), vol. 46(2), pages 221-254, February.
    14. Stefano Demichelis & Klaus Ritzberger, 2007. "Corporate Control and the Stock Market," Carlo Alberto Notebooks 60, Collegio Carlo Alberto.
    15. Burkart, Mike & Lee, Samuel & Petri, Henrik, 2020. "The Social Value of Debt in the Market for Corporate Control," CEPR Discussion Papers 15249, C.E.P.R. Discussion Papers.
    16. Broere, Mark & Christmann, Robin, 2019. "Takeovers, Shareholder Litigation, and the Free-riding Problem," MPRA Paper 93201, University Library of Munich, Germany.
    17. Christoph Kuhner, 2008. "„Unerwünschte Aktivitäten“ von Finanzinvestoren und ihre Prävention durch den Gesetzgeber," Schmalenbach Journal of Business Research, Springer, vol. 60(59), pages 120-147, January.
    18. Marc Martos-Vila & Matthew Rhodes-Kropf & Jarrad Harford, 2013. "Financial vs. Strategic Buyers," NBER Working Papers 19378, National Bureau of Economic Research, Inc.
    19. João Teixeira, 2014. "Outsourcing with debt financing," Portuguese Economic Journal, Springer;Instituto Superior de Economia e Gestao, vol. 13(1), pages 1-24, April.
    20. Broere, Mark & Christmann, Robin, 2021. "Takeovers, shareholder litigation, and the free-riding problem," International Review of Law and Economics, Elsevier, vol. 65(C).
    21. Ren, Yaru & Li, Lin & Tong, Wilson H.S. & Lam, Peter, 2024. "When acquirers are short on cash flow in M&A deals," International Review of Financial Analysis, Elsevier, vol. 94(C).
    22. Levit, Doron, 2017. "Advising shareholders in takeovers," Journal of Financial Economics, Elsevier, vol. 126(3), pages 614-634.
    23. Yaru Ren & Lin Li & Wilson H.S. Tong & Peter Lam, 2024. "When acquirers are short on cash flow in M&A deals," Post-Print hal-04562214, HAL.

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