Use of proceeds in private equity-backed initial public offerings

Abstract

This paper examines differences in the disclosure and efficacy of intended use of proceeds between private equity (PE)-backed and non-PE-backed initial public offerings (IPOs). We find that PE-backed issuers have a significantly higher (lower) probability of disclosing “repayment of debt” and “repayment to selling shareholders” (“M&A”) than non-PE-backed issuers. Moreover, PE-backed issuers that disclose “repayment of debt” deleverage significantly more post-IPO to reduce their above-average debt-to-asset ratios to the level of non-PE-backed issuers. This is consistent with the idea that leveraged buyouts do not lead to a sustained change in optimal capital structure. While non-PE-backed issuers that disclose “R&D” (“M&A”) increase their R&D intensity (M&A deal volume) post-IPO, PE-backed issuers do not. Our results suggest that this is due to a trade-off with the need to repay claimholders in PE-backed IPOs. Finally, we show that PE backing reduces underpricing only if the use-of-proceeds disclosure is vague. Hence, we provide evidence that the well-documented PE “certification effect” depends on the information content of the prospectus.