Sudi Sudarsanam

Corporate Financial Distress and Turnaround Strategies: An Empirical Analysis

Extant research on corporate turnaround from financial distress has prescribed a range of strategies to effect corporate recovery. However, no large sample study has examined the general applicability and effectiveness of these strategies. We set out to test the effectiveness of strategies and identify the underlying factors of effectiveness – the impact of timing, intensity and implementation of strategies on corporate recovery. We examine a sample of 166 potentially bankrupt UK firms drawn from 1985 to 1993 and track their turnaround strategies for a period of three years from distress. These strategies include operational, asset, managerial and financial restructuring. Our results show recovery and non-recovery firms adopt very similar sets of strategies, and managers of non-recovery firms restructure more intensively than recovery firms Nevertheless, non-recovery firms seem far less effective in strategy implementation than their recovery counterparts. Whereas recovery firms adopt growth-oriented and external-market focused strategies, non-recovery firms engage in fire-fighting strategies.

Corporate Restructuring in Response to Performance Decline: Impact of Ownership, Governance and Lenders

Firms in performance decline may choose a variety of restructuring strategies for recovery with conflicting welfare implications for different stakeholders such as shareholders, lenders and managers. Choice of recovery strategies is therefore determined by the complex interplay of ownership structure, corporate governance and lender monitoring of such firms. For a sample of 297 U.K. firms experiencing relative stock return decline during 1987–93, we examine the impact of these factors as well as other control factors on their turnaround strategies. Strategy choices during the decline year and two post-decline years are modelled with logit regressions. Our results show that turnaround strategy choices are significantly influenced by both agency and control variables. While there is agreement among stakeholders on certain strategies there is also evidence of conflict of interests among them. Thereis further evidence of shifting coalitions of stakeholders for or against certain strategies.

Determinants of financial covenants and pricing of debt in private debt contracts: the UK evidence

Abstract This paper presents details of financial covenants given by a sample drawn from the largest 200 non-financial quoted firms in the UK in private debt contracts and analyses these data to see whether there are relationships between the nature of the covenants given and firm characteristics. Data were obtained from 72 firms, of which 17 gave no financial covenants. Firm size was found to be the only significant factor influencing whether firms did or did not give covenants as well as the only factor which influenced the margin given on debt. Some types of covenants given were found to be different from those found in previous research. In particular, there is greater use of EBITDA as a base for both interest cover and gearing covenants. This shows the importance of cash flow based lending as opposed to asset based lending for general financing for large firms.

Share Holder Wealth Effects of Corporate Selloffs: Impact of Growth Opportunities, Economic Cycle and Bargaining Power

Most of the existing empirical evidence on corporate selloffs documents significant wealth gains for the seller’s shareholders. We investigate the sources of these wealth gains by examining the impact of business and financial strategy, the economic environment during selloff, and the bargaining advantages of the seller including information asymmetry. We find evidence that sellers with growth opportunities and financially strong sellers enjoy higher returns. Selloffs during recessions generate larger wealth gains than those during economic boom. Information asymmetry due to the buyer’s location being different from the purchased division’s gives the seller a bargaining advantage leading to larger wealth gains. Relatively large divestments are more beneficial to seller shareholders than small ones. The study highlights the importance of both firm specific and environmental factors in explaining the wealth gains associated with corporate selloffs.

Target Bankruptcy Risk and Its Impact on Going Private Buyout Performance and Exit

Manuscript Type: Empirical. Research Question/Issue: What is the impact of bankruptcy risk on whether listed corporations are likely to be bought out by private equity firms and on the subsequent exit, including bankruptcy, of private equity backed public to private buyouts?. Research Findings/Insights: Using a sample of 246 UK companies that went from public to private (P2P) company status from 1997 to 2005, we find that companies going private have a significantly higher default probability. Private equity firms sponsoring P2P deals acquire firms with a higher risk of bankruptcy than non-acquired firms that remain public. We find evidence that high receivership risk at going private increases the chance that the target will end up in receivership, but post-P2P bankruptcy likelihood is less when the P2P is a management buyout rather than any other form of buyout. Independent boards of pre-P2P targets promote P2P deals and reduce the chances of bankruptcy after the buyout, suggesting a good corporate governance structure makes a positive contribution to bankruptcy avoidance after going private transactions. Theoretical/Academic Implications: Our finding that P2P deals involve targets with a higher risk of bankruptcy adds to theoretical insights about private equity. In contrast to previous research, it suggests that PE firms are not deterred by the risk of financial distress but consider it a value creating opportunity. Our use of the option pricing framework represents a first and novel attempt at measuring bankruptcy risk and its impact on the ability of private equity firms to achieve effective turnaround. We find a link between better governance of the target pre-P2P and lower bankruptcy risk since where the PE investor inherits a strong governance structure, manifested in independent boards, chances of subsequent bankruptcy are reduced. Similarly, where the P2P acquisition is a management buyout, the probability of bankruptcy, post-P2P, is reduced, suggesting lower informational asymmetries and better alignment of interests between managerial and private equity investors. Although, due to the small number of receivership exits in our sample of P2P firms, the results are not as strong as we would like, a more extended analysis involving a larger sample over a longer period, in particular of firms exiting through bankruptcy is expected to produce stronger results. Our results provide a sufficient basis to warrant such further analysis. Practitioner/Policy Implications: Private equity backed P2Ps of listed corporations with high bankruptcy risk augment the market for corporate control as they provide an alternative purchaser to traditional acquirers. Our finding that high bankruptcy risk at going private increases the chance the target will end up in receivership suggests a need for caution on the part of private equity firms since the turnaround of P2P targets appears to depend on how seriously distressed they are at the P2P stage. Private equity firms therefore need to engage in careful due diligence. Private equity firms need to give attention to the nature of the pre-P2P governance regime when selecting P2P targets, in particular the extent to which better monitoring by independent directors has been in place and where there is greater alignment of interests between managers and LBO sponsors since these contribute to bankruptcy avoidance. For listed corporations, our findings suggest that strengthening of independent boards may contribute to timely decisions to sell troubled corporations.

Earnout deals: method of initial payment and acquirers’ gains

We analyse the implications of initial payment methods in earnout deals on acquirers’ gains. The results, which are robust to self-selection bias and alternative model specifications, reveal that earnout deals outperform non-earnout deals. The acquirers gain the most from earnout deals when both initial and deferred payments are in stocks. The positive wealth effect of the choice of initial payment method in earnout deals is more prominent in cross-border deals than in domestic deals. Overall, the earnout deals generate higher gains when both the initial and deferred payments help spread the risk between the shareholders of acquiring and target firms.