However, the nature of the information about the firm that market participants
infer from a capital structure change, and use in revising their assessment of
share value, has not been determined.
In this paper we attempt to explain the nature of the information that
security offerings convey to market participants. A general explanation we
investigate is that investors infer that the market price exceeds managers’
assessment of share price when any offering of common stock or securities
convertible into common stock is announced, regardless of the characteristics
of the offering. That is, market participants respond to insiders’ incentive to
issue shares that are priced too high and to retire shares that are priced too
low. Security offerings are viewed as examples of the lemons problem presented
by Akerlof (1970).
A more specific explanation is based on Miller and Rock (1985) and Myers
and Majluf (1984). The basic premise of these models is that information about
the firm’s earnings prospects, investment opportunities or assets in place is
unevenly distributed between the firm’s managers and investors. The announcement
of a security offering that represents new financing (i.e., an
increase in the firm’s assets) conveys unfavorable information to the market.
As Myers and Majluf (1984) note, their model can be viewed as an application
of the lemons problem with a particular structure on the information asymmetry.
Our primary evidence is common stock prediction errors around the announcements
of financing decisions. We investigate various types of security
offerings and financing arrangements. The sample includes all security offerings
for cash and private borrowings reported in The Wall Street Journal or in
the Investment Dealer’s Digest in the period 1972 through 1982 for a randomly
selected sample of 360 industrial firms listed on the New York or American
Stock Exchange. Thus, we compare the price effects of offerings of different
types of securities while holding constant the sample of firms. Like earlier
studies, we find a negative and statistically significant valuation effect at the
announcement of common stock and convertible debt offerings. The price
effect of straight debt offerings is less pronounced. For our total sample of
offerings of straight debt, the average stock price effect at the announcement is
insignificant at the 0.10 level. But for the subset of completed offerings of
straight debt, the price effect at the announcement is negative and significant at
the 0.05 level. Announcements of private placements of debt and term loans
have no significant effect on stock price, but announcements of credit agreements
are associated with a small, positive valuation effect.
We explore the nature of the information asymmetry between managers and
market participants by studying share price behavior after the announcement
of common stock and convertible debt offerings that subsequently are com-