Michael Bradley

Synergistic gains from corporate acquisitions and their division between the stockholders of target and acquiring firms

This paper documents that a successful tender offer increases the combined value of the target and acquiring firms by an average of 7.4%. We also provide a theoretical analysis of the process of competition for control of the target and empirical evidence that competition among bidding firms increases the returns to targets and decreases the returns to acquirers, that the supply of target shares is positively sloped, and that changes in the legal/institutional environment of tender offers have had no impact on the total (percentage) synergistic gains created but have significantly affected their division between the stockholders of the target and acquiring firms.

THE RATIONALE BEHIND INTERFIRM TENDER OFFERS Information or Synergy

This paper investigates the rationale behind interlirm tender offers by examining the returns realized by the stockholders of lirms that were the targets of unsuccessful tender offers and lirms that have made unsuccessful offers. Our results suggest that the permanent positive revaluation of the unsuccessful target shares [documented by Dodd and Ruback (1977) and Bradley (1980)] is due primarily to the emergence of and/or the anticipation of another bid that would ultimately result in the transfer of control of the target resources. We also find that the rejection of a tender offer has differential effects on the share prices of the unsuccessful bidding firms depending upon whether the tender offer process results in a change in the control of target resources. On the basis of these results we conclude that acquisitions via tender offers are attempts by bidding firms to exploit potential synergies, not simply superior information regarding the ‘true’ value of the target resources.

Interfirm Tender Offers and the Market for Corporate Control

It is commonly believed that the interfirm cash tender offer is an attempt by the bidding firm to purchase the target shares and profit from their subsequent market appreciation. This belief is inconsistent with the available evidence. While acquiring firms earn a positive return from the tender offer, they do not realize a capital gain from the target shares that they purchase. In the 161 successful offers in this study, bidding firms paid target stockholdei-s an average premium of 49% for the shares they purchased. This premium is calculated relative to the closing price of a target share 2 months prior to the announceinent of the offer. The average appreciation of the target shares through I month subsequent to the execution of the offer was 36%, relative to this same benchmark. In sum, target This paper examines the nature of interfirm cash tender offers. The tender offer is viewed as a bid for the right to conitrol the resources of the target firm. A model based on this interpretation, efficient and competitive mar-kets, and rational expectations is developed and tested. The implications of this model are shown to be consistent with the following documented empirical facts concerning the average tender offer: the stockholders of both acquiring and acquired firms realize a significant capital gain; acquiring firms suffer a significant capital loss on the target shares they pul-chase; target stockholders realize a significant capital gain regardless of the outcome of the offer or whetheror not they tender their shar-es.

The Structure and Pricing of Corporate Debt Covenants

We provide evidence on the covenant structure of corporate loan agreements. Building on the work of Jensen and Meckling [1976, Theory of the Firm: Managerial Behavior, Agency Costs, and Captial Structure,Journal of the Financial Economics3, 305–360], Myers [1977, Determinants of Corporate Borrowing,Journal of Financial Economics5, 145–147] and Smith and Warner [1979, On Financial Contracting: An Analysis of Bond Covenants,Journal of Financial Economics7(2), 117–161]. We summarize and test the implications for what we refer to as the Agency Theory of Covenants (ATC), using a large sample of privately placed corporate debt. Our results are consistent with many of the implications of the ATC, including a negative relation between the promised yield on corporate debt and the presence of covenants. We also find that borrower and lender characteristics, as well as macroeconomic factors, determine covenant structure. Loans are more likely to include protective covenants when the borrower is small, has high growth opportunities or is highly levered. Loans made by investment banks and syndicated loans are also more likely to include protective covenants, as are loans made during recessionary periods or when credit spreads are large. Finally, we show that consistent with the ATC, firms that elect to issue private rather than public debt are smaller, have greater growth opportunities, less long-term debt, fewer tangible assets, more volatile cash flows and include more covenants in their debt agreements. An important byproduct of our analysis is to demonstrate empirically that covenant structure and the yield on corporate debt are determined simultaneously.

The wealth effects of targeted share repurchases

This paper examines the wealth impact of share repurchases that restrict participation to a particular sub-set of a firm’s stockholders. Repurchases at a premium from insiders and small shareholders increase the wealth of non-participating stockholders and are therefore consistent with the shareholders’ interest hypothesis. However, privately negotiated repurchases of single blocks from stockholders unaffiliated with the firm reduce the wealth of non-participating stockholders. In contrast to the evidence for general repurchases, no positive wealth effect offsets the significant repurchase premium paid to the selling stockholder. Indeed, the wealth loss to non-participating stockholders is significantly greater than the premium paid. This evidence is inconsistent with the shareholders’ interest hypothesis and supports the hypothesis that managers in their self-interest use single block repurchases to eliminate threats to their control over the firm’s resources.

Dividend Policy and Cash Flow Uncertainty

We explore the role of expected cash flow volatility as a determinant of dividend policy both theoretically and empirically. Our simple one period model demonstrates that, given the existence of a stock-price penalty associated with dividend cuts, managers rationally pay out lower levels of dividends when future cash flows are less certain. The empirical results use a sample of REITS from 1985-1992 and confirm that payout ratios are lower for firms with higher expected cash flow volatility as measured by leverage, size and property level diversification. These results are consistent with information-based explanations of dividend policy but not with agency cost theories.

Studying Firm-Specific Effects of Regulation with Stock Market Data: An Application to Oil Price Regulation

Regulations are often introduced and reformed in response to unanticipated changes in market forces. In late 1973, for example, OPEC quadrupled the world price of oil and U.S. policy makers responded by imposing oil price regulation. Such events pose a fundamental problem of interpretation for studies that use stock prices to identify the economic effects of regulation. What portion of the capital gains or losses experienced by investors in regulated firms is due to regulation and what portion is due to unanticipated economic events? To answer these questions we use microeconomic theory to derive hypotheses about how the capital gains and losses created by OPEC pricing and U.S. regulatory policies are related to the underlying characteristics of petroleum firms. We test the hypotheses by including a model of firm-specific abnormal returns in the standard market models of common stock returns earned by investors in petroleum firms. The results indicate the U.S. oil production and refiner access to price-controlled crude oil were sources of capital gains and that U.S. and foreign refining were sources of capital losses.

The Market Reaction to Legal Shocks and Their Antidotes: Lessons from the Sovereign Debt Market

In September 2000, a Brussels court ruled in favor of a hedge fund that held an unpaid debt claim against the Republic of Peru. The decision was based on a novel interpretation of the common pari passu clause. Policy makers and practitioners suggested that this decision signaled a paradigm shift that caused a significant increase in the risk of holdout litigation faced by sovereign debtors. Over the ensuing years, multiple reform solutions were implemented including the revision of certain contractual terms, the filing of amicus briefs in a key New York case, and the passage of legislation in Belgium. This article investigates whether the markets perceived an increase in risk in sovereign debt in the wake of the Brussels court decision. And, to the extent the markets reacted to the increase in legal risk, did any of the antidotes that were implemented to reduce the supposed increased holdout risk work?

Expected Inflation and the Constant‐Growth Valuation Model*

In the presence of inflation, the standard Constant-Growth valuation model found throughout the finance literature is not valid in cases where a company either (1) makes no net new investments or (2) invests only in zero Net Present Value projects. If expected inflation is positive, the generally accepted and widely used expression for the value of the firm under either of these two conditions seriously understates the true value of the firm, even with modest levels of inflation. Copyright (c) 2008 Morgan Stanley.

Collective Action Clauses for the Eurozone: An Empirical Analysis

One of the primary policy initiatives instituted in response to the Eurozone sovereign debt crisis is a requirement that all Eurozone sovereign bonds issued after January 1, 2013 include provisions referred to as Collective Action Clauses or CACs. These CACs are intended to enable an orderly restructuring of distressed sovereign debt by allowing for a super-majority of creditors to impose restructuring terms on minority holdouts. This paper assesses the likely effect of this proposal on the borrowing costs of Eurozone countries. Economic theory makes ambiguous predictions: on the one hand, making debt easier (cheaper) to restructure could increase the propensity of governments to borrow irresponsibly, which would increase the cost of capital; on the other hand, if restructurings proceed more smoothly, creditors will receive a settlement more quickly, which would reduce the cost of capital. Since this is ultimately an empirical issue, we have assembled a database consisting of over 900 sovereign bonds, issued by more than 75 countries, from 1990 through 2010. Relying on this database we demonstrate that the majority of the existing literature is based on inadequate or inappropriate data, which has led researchers to conclude that the inclusion of a CAC either has no effect or increases the cost of capital for weaker nations and decreases the cost of capital for stronger ones. In contrast, we find that the presence of CACs leads to a lower, not higher, cost of capital, especially for below-investment grade bonds.