why do firms go public chapter ssrn

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WHY DO FIRMS GO PUBLIC?

Forthcoming in the Oxford Handbook of Entrepreneurial Finance

James C. Brau, PhD, CFAProfessor of Finance

Editor,Journal of Entrepreneurial Finance

July 1, 2010

Department of FinanceMarriott School

Brigham Young University640 Tanner Building


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WHY DO FIRMS GO PUBLIC?

Six months after he founded Netscape, Clark agitated for the

company to go public. The company had few revenues, no profits, and alot of new employees. No one else inside the company thought it shoulddo anything but keep its head down and try to become a viable enterprise."Jim was pressing for us to go public way before anyone else," recallsMarc Andreessen. It turned out there was a reason for this. He'd seen aboat calledJuliet. He wanted one just like it, only bigger. To get it, heneeded more money.

By then the decision was not Clark's alone to make. The companyhad hired a big-name CEO, Jim Barksdale, and had a proper board ofdirectors. Barksdale didn't want to go public. He thought the company hadenough problems trying to figure out how to turn a profit without havingto explain itself to irate shareholders. But this time Clark had power,through his equity stake. He called a meeting to discuss the initial publicoffering (IPO), and stacked it with lawyers and bankers who stood to reapbig fees from a public share offering and who were, as a result,

enthusiastic about his initiative. At that meeting Barksdale finallycapitulated. Eighteen months after Netscape was created, and before it hadmade a dime, Netscape sold shares in itself to the public. On the first dayof trading the price of those shares rose from $12 apiece to $48. Threemonths later it was at $140. It was one of the most successful shareofferings in the history of the US stock markets, and possibly the mostfamous.

There was only one explanation for its success: the market now

saw the future through Clark's eyes. "People started drinking my Kool-Aid," says Clark What the IPO did was give anarchy credibility.

Lewis (2001)


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data. When dealing with the topic of why firms go public, both approaches to research contain

their own challenges. Publicly available data sources typically do not contain detailed

information on private firms (particularly in the US). Without private firm data, it is difficult to

compare private and public firms to isolate the factors determining why firms go public. In

addition, it is problematic to ascertain motives for the factors observed in these types of studies.

Survey data, on the other hand, has not been widely accepted in the Finance discipline

and has its own challenges in collecting. After discussing the theories and traditional empirical

research on why firms go public, I discuss four surveys that have either indirectly or directly

addressed the motives for going public.

After reviewing and discussing the existing evidence, I provide an in-depth analysis of

the Brau and Fawcett (2006a) survey question, How important were/are the following

motivations for conducting an IPO? In the conclusion, I attempt to pull all of the theories

together and argue that all of them are valid, in certain instances, for certain entrepreneurs. In

some samples, specific theories have greater efficacy. In other samples, these same theories have

weak explanatory power.


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is to fund growth does not really answer the question ofwhy the entrepreneurs chose an IPO to

fund that growth. Why didnt management choose to issue debt, presumably a cheaper source of

financing than external equity? Surely cash from debt can buy assets as well as cash from equity.

Or, why didnt the entrepreneurs choose to solicit private equity investment to fund its growth?

Had the firm already tapped out venture capital (VC) money? Was the firm conducting an IPO

according to an optimal capital structure theory or a pecking order of financing theory (both

discussed below)? It soon becomes apparent that when trying to ascertain the motives of issuing

entrepreneurs, we must peel back several layers of the onion.

In many cases, researchers studying the IPO hot market phenomenon (a.k.a. IPO waves of

Ibbotson and Jaffe (1975) and Ritter (1984)) discuss motives for going public as determinants of

waves. For example, Lowry and Schwert (2002), studying IPO market cycles, conclude that more

firms go public after periods of high underpricing because positive information has been revealed

through the previous IPOs; and, subsequent IPOs can raise more money than they had previously

thought. Although a solid job of documenting the relationship between initial returns and IPO

volume, this explanation for IPO clustering falls short of addressing the motives of insiders on

why they are considering an IPO in the first place. Have they run out of cheaper debt financing?


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minimize the weighted average cost of capital (WACC). In a discounted cash flow context,

minimizing the WACC, ceteris paribus, maximizes the value of the firm.

The crucial development of a theoretical optimal capital structure begins the debate on

whether, and why, managers issue public equity. The early capital structure literature (e.g., Kraus

and Litzenberger (1973) and Kim (1978)) offers the trade-off hypothesis that financial managers

will issue equity when it will minimize their WACC, thus maximizing the value of the firm.

Williamson (1988) extends this literature arguing that sometimes external equity is the cheapest

option for financing certain assets. The WACC argument offers the hypothesis that managers

issue public equity (i.e., go public) when the influx of IPO proceeds will decrease the overall

company cost of capital, thereby maximizing firm value.

The difficulty in testing this hypothesis directly is that the WACC is typically an internal

measure computed within firms. Most firms have their own in-house method for computing the

WACC. Although, Graham and Harvey (2001) find that 73.5% of the CFOs they survey use the

capital asset pricing model (CAPM) to estimate the cost of equity, we do not know what these

firms use for their inputs. Over how long of a period do they estimate beta for the CAPM? What

do they use for their risk-free rate? Where do they get their market risk premium estimate?


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To overcome borrowing constraints/Increase bargaining power with banks

Pagano et al. (1998) argue that gaining access to a source of finance other than banks or

venture capital is probably the most cited benefit of going public, which is explicitly or implicitly

present in most models (pg. 38). Citing Basile (1988), Pagano et al. (1998) argue that access to

public equity markets may reduce the cost of credit. Pagano et al. (1998) then argue that

increased bargaining power can also help firms lower their cost of debt (Rajan (1992)). In turn,

firms can increase their bargaining power by gaining access to public equity markets and

increasing firm transparency with investors.

To test the borrowing constraint hypothesis, Pagano et al. (1998) argue that firms with

large current investments (PPE capital expenditure, CAPEX), future investments (industry

market-to-book), high leverage (lagged value of total debt plus equity), and high growth (rate of

sales growth) should be positively related to conducting an IPO. Pagano et al. (1998) Table III

(pg. 44) reports that growth and industry market-to-book are both positively related to the

probability of conducting an IPO for their overall sample, as predicted. CAPEX and leverage are

not significantly related to the choice of IPO.

Examining independent IPOs, CAPEX, growth, and industry market-to-book are all


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term increase in investment, but the increase does not persist. As for leverage, independent firms

reduce their leverage immediately with persistence. On the other hand, carve-outs do not

immediately reduce leverage, but do so in the long-run. For payout, no significant changes are

detected after the IPO, in accordance with the prediction. Overall, Pagano et al (1998) provide

mixed evidence for the borrowing constraint hypothesis. As we will see going forward, this mixed

evidence conclusion will apply to all of the going public theories. The question soon becomes,

which theories apply to which subsets of firms?

To test the bank bargaining power hypothesis, Pagano et al. (1998) posit that firms facing

higher interest rates and more concentrated credit sources should be more likely to go public.

Credit cost is approximated with the ratio of the firms interest rate scaled by an average interest

factor. Credit concentration is measured with a Herfindahl index of the lines of credit by all of its

lenders. With post-IPO data, credit should become cheaper and more available for the newly

public firm.

Pagano et al. (1998) Table III (pg. 44) reports that neither the bank rate nor the credit

concentration is a determining factor for the decision to go public. Using post-IPO data however,

indicates that the cost of credit decreases for independent IPOs and the concentration of credit is


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the firm is over-valued. Anticipating investor negative sentiment, management will do their best

to grow the firm with internal equity (i.e., retained earnings) first, and then debt, and then with

external equity as a last resort.

The pecking order offers the hypothesis that managers will issue equity only after

exhausting retained earnings and debt capacity. The inherent assumption of the pecking order

theory is that the firm needs more financing. The signaling literature (e.g., Leland and Pyle

(1977)) and the market timing literature (e.g., Schultz (2003) and Alti (2005)) both suggest

validity for the asymmetric information underpinnings of the pecking order. However, the

literature on IPO underpricing (e.g., Stoll and Curley (1970), Logue (1973)) suggests IPOs are

often in high demand (priced above investment bank estimates of fair value) and the IPO long-run

performance literature (e.g., Ritter (1991)) suggests that equity is often overvalued at issue. Both

of these observations are contrary to the pecking order underlying logic. Admittedly, these

inferences from other literature threads are not direct tests of the pecking order hypothesis;

however, as with the WACC hypothesis, direct non-survey empirical tests here are very difficult.

To establish a market price for subsequent sell-out


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US IPOs from 1985-2003, Brau, Couch, and Sutton (2010) find that only 45 of the firms (3%)

become targets within one year. Thus for 97% of the sample, this hypothesis is not supported (at

least for the first year of being public).

Using Italian data, Pagano et al. (1998) test the subsequent sell-out hypothesis by

predicting a high incidence of control transfers after the firm goes public. They find that nearly

14% of their IPO sample sells out the controlling stake to an outsider in the three years after the

IPO. They report that this frequency of sell-out is significantly greater than a sample of privately-

held firms, providing evidence that the IPO facilitated a first step of a sell-out for 14% of the

sample. In addition, Pagano, Panetta, and Zingales (1996) show for a larger sample of Italian

firms that 16.4% of the IPOs sell controlling ownership stakes in the three years following the

IPO. Of course, the Brau, Couch, and Sutton (2010) and Pagano et al. (1996, 1998) papers cannot

detect if the entrepreneurs in those samples of 3%, 14%, and 16% had planned to divest at the

time of the IPO or if they had decided to divest sometime in the one or three years after the IPO

(i.e., cannot explicitly call their findings a motive).

Taken together, the Brau, Couch, and Sutton (2010) and Pagano et al. (1996, 1998) papers

provide indirect evidence that for a small subsample of firms, the IPO may be a first step in a total


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IPO proceeds from their sample are from secondary shares. Examination of their Table II, Panel A

(pg. 25 of their 2005 working paper version at http://ssrn.com/abstract=610988) shows that from

1990-2003, nearly 31% of Argentinean IPOs, 30% of Portuguese IPOs, and 23% of Spanish IPOs

consisted of all secondary shares. In these cases, it is clear that at least some insiders are cashing

out. For other countries, such as Hong Kong (0.4%), Taiwan (0.4%), and Japan (0.6%), very few

IPOs are all-secondary share issues. Interestingly however, Japan has the highest percentage of

combined (primary and secondary shares offered) IPOs at 85.8%. The combined IPOs for Japan

account for 53.4% of the primary proceeds and 34.3% of secondary proceeds (their Table II, Panel

B) of all Japanese IPOs. As displayed nicely in Kim and Weisbach (2005) for a broad international

panel of IPOs, the cash-out hypothesis is valid for some subsets and not for others.

To allow more dispersion of ownership

Chemmanur and Fulghieri (1999) argue that IPOs broaden the ownership base of the firm.

In their model, the benefits of an IPO are contrasted with the lower information-production costs

of being privately-held. Pagano et al. (1998) argue that the increased share liquidity of being

public creates value for IPO insiders according to market microstructure literature. Benninga,


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actually increase their ownership in the three years after the IPO (+0.2%). These Italian firm

shareholders retain an average of 69% ownership at the IPO and 64% three years after the IPO.

Using US data, Mikkelson et al. (1997) report a 44% ownership retention, and using UK data,

Brennan and Franks (1997) report a 35% ownership retention. Pagano et al. (1996) find in a

larger set of Italian firms than their 1998 study that the controlling block shareholders retain an

average of 60% ownership. Though not a direct test of ownership dispersion, and despite the high-

retained ownership in these samples, these samples typically do display a broadening of

ownership at the IPO.

Pagano et al. (1998) report that the ownership base (number of shareholders) increases

dramatically for Italian firms when they go public (an average of three shareholders before the

IPO to 3,325 shareholders at the IPO). Evidence is provided that ownership is dispersed, as

measured by the number of shareholders; however, it is hard to determine from this data if

dispersion was the motivation of the insiders to conduct the IPO. It is essentially a tautology that

when a firm goes public, the number of shareholders will increase; however, this increase is a

necessary, but not sufficient condition for this hypothesis.


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(2001) ask if issuing stock gives investors a better impression of the firms prospects than issuing

debt. Finally, Aggarwal, Krigman, and Womack (2002) argue that extreme underpricing attracts

greater media attention and generates publicity for the IPO firm. This line of logic offers the

hypothesis that IPOs will experience an increase in name recognition/reputation or some other

measure of popularity.

Pagano et. al (1998) are unable to test this hypothesis with their data; but Demers and

Lewellen (2003) use the clever metric of website traffic, as well as media reaction, to measure

publicity. Their Table 2 (pg. 421) shows that both web traffic and media citations increase the

month, of and the month after, an IPO. For example, average web traffic increases from 898 new

visitors the month before the issue to 1,032 in the month of the IPO and then to 1,044 in the

month after the IPO. Media articles increase from 2.7 the month prior to the IPO to 8.7 the month

of the IPO and then to 3.4 the month after the IPO for the same firms. For a subset of business-to-

consumer firms, the media coverage moves from 1.96 to 8.19 from the month before to the month

of the IPO.

Exploring not just the event of an IPO but the degree of underpricing, Demers and

Lewellen (2003) find that underpricing is significantly correlated with website traffic for a set of


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To create public market so the firm has the currency of shares for acquisitions

Brau, Francis, and Kohers (2003) argue that IPOs may be important because they create

public shares for a firm that may be used as currency in either acquiring other companies or in

being acquired in a stock deal. The acquisition currency theory offers the hypothesis that M&A

activity after the IPO should be brisk, particularly with stock deals. Note the overlap between this

hypothesis and the Zingales (1995) and Mello and Parsons (1998) idea that an IPO is the first

stage of a sell-out. The Brau, Francis, and Kohers (2003) notion of currency can be separated

from the two-stage sell-out hypothesis if it were found that most IPOs become acquirers and not

targets.

As discussed above, Brau, Couch, and Sutton (2010) find that only 3% of the firms in their

sample become targets within one year of the IPO. In addition, using non-survey data, Brau and

Fawcett (2006a) find that 141 of their sample firms that went public between 2000 and 2002

became acquirers by July 2004; whereas only 18 of them became targets. In addition, they find

that new IPO firms become acquirers significantly more frequently than a non-IPO matched

benchmark sample. Finally, they find that the IPO sample did not become targets more frequently

than a non-IPO matched benchmark sample. The overall evidence supports the acquisition


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are unable to test the monitoring hypothesis; however, Bradley et al. (2003) use US data to show

that analysts typically offer very optimistic reports for newly-minted IPO firms. Examining 1,611

IPOs from 1996-2000, they find that 76% of their sample receives analyst coverage immediately

after the quiet period ends, almost always consisting of a buy or strong buy recommendation.

They find that these initiated firms experience a positive five-day abnormal return of 4.1%,

compared with non-initiated firms which experience a 0.1% return. (See also Bradley, Jordan, and

Ritter (2008) for a follow-on paper pertaining to analyst coverage after the IPO.) In addition to

the work of Bradley et al. (2003), Rajan and Servaes (1997) study 2,725 US IPOs from 1975-1987

and show that more IPOs are completed during optimistic analyst periods and that analysts are

generally overoptimistic about earning potential and long-term growth of recent IPOs.

These empirical studies are compelling, yet once again, they do not actually answer

whether analyst following was the motivation for the entrepreneurs to go public. If it were the

motivation, then it must be the case that the entrepreneurs a) knew they would receive an analyst

following, b) were confident their ratings would be favorable, and c) knew that favorable analyst

following would create value for the firm (and them). For a subset of savvy entrepreneurs (or

those who listen to their investment bankers), this may well be the case. At this point, however,


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good news release so they do not sell at undervalued prices. If such windows do exist, the

testable hypothesis is that IPOs that issue during these windows should underperform a risk-

matched benchmark after the IPO. That is, the market will eventually realize the new public firm

is overvalued and the price will adjust downward to reflect his revelation.

Ritter (1991), in his seminal paper on the long-run performance of IPOs is among the first

to show that IPOs average negative, risk-adjusted long-run returns. Ritter (1991) has spawned an

entire literature attempting to a) document whether IPO firms actually do underperform and b) if

they underperform, why? One of the primary explanations for the poor long-run IPO returns is

that insiders (with the help of investment bankers and VCs) can time the market to exploit

windows of opportunity. As further evidence, these over-priced IPOs typically experience a

first-day underpricing jump caused by excess demand in the primary and secondary markets.

Thus, the voluminous collection of IPO underpricing and long-run literature provides at least

indirect evidence for the windows hypothesis.

Non-long-run tests of the windows hypothesis include Pagano et al. (1998) and Rajan and

Servaes (2003). Pagano et al. (1998) test the windows hypothesis by examining high market-to-

book industry IPOs and their post-IPO behavior. They reason if new IPOs do not invest at an


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In contrast to the preceding research, Schiozer, Oliveira, and Saito (2010) show for

Brazilian IPOs from 2005-2007, the decision to go public cannot be explained by a market-

timing function. Instead, Schiozer et al. show that greater growth opportunities (relative to

competitors) drives the decision to go public.

Having discussed the windows hypothesis, it is important to note that it should actually

be viewed, at least partly, as a timing issue, not a motive issue. Suppose entrepreneurs see the

frothy market and they feel it is a great time to issue, so they do. Did they issue then so they

would have overpriced equity to fuel growth? Did they issue then because the overpriced equity

decreased their WACC? Did they issue then because they could cash-out amid the market frenzy

and become deca-millionaires? Because the windows hypothesis can be thought of as a timing

issue, Brau and Fawcett (2006a) includes the market timing question in the timing survey section

and not the motive section. The responding CFOs top two reasons for the timing of their IPOs

supports the windows hypothesis, with 83% agreeing overall market conditions were a factor

in the timing and 70% agreeing industry conditions were a timing factor.

Create shares for compensation


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The IPO hot issues/cycles phenomenon literature (e.g., Ibbotson and Jaffe (1975), Ritter

(1984) and Lowry and Schwert (2002)) provides evidence that firms herd when they issue new

equity. In addition, the model of Maksimovic and Pichler (2001) predicts herding in IPOs in a

subset of firms those where new-entry risk is significant. On the other hand, in industries with

primarily technology risk, their model predicts non-herding in IPOs.

As discussed previously, the motivation behind herding is unclear. Is it because the market

is overvalued? Is it because there are more growth opportunities for the average firm than normal?

Is it because credit markets have tightened and the average firm cant obtain more debt financing?

Again, it is difficult to ascertain motivation without survey data. Subsequently, we will cover

survey data by Pinegar and Wilbricht (1989), Graham and Harvey (2001), Brau, Ryan, and

Degraw (2006), and Brau and Fawcett (2006a).

Summary of theories

Having briefly discussed the leading theories on why firms go public, I now summarize here by

listing each theory and the primary empirical predictions:

Minimize cost of capital/Optimal capital structure: IPO firms will experience a


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As a tool to cash-out:IPO firms, especially those with VCs, will frequently include

secondary shares in the IPO.

To allow more dispersion of ownership:IPO firms will experience an increase in

the ownership base after the IPO.

Publicity/First-Mover Advantage: IPO firms will experience a significant increase

in press coverage or other publicity during and after the IPO process.

To create public market so the firm has the currency of shares for acquisitions:

Many IPO firms will participate in the M&A market shortly after going public,

especially as acquirers (to separate from the two-stage sell-out hypothesis).

To create an analyst following:IPO firms will experience a favorable analyst

following, on average.

Windows of Opportunity: IPOs that issue during opportunistic windows will

underperform after the IPO (e.g., 1, 3, 5 years).

Create shares for compensation:IPO firms will offer more stock-based

compensation schemes after the IPO.

B h fi i h i d h /A i bli IPO fi


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discussed above. As an example of this challenge, suppose it is observed after an IPO that a) the

firms WACC decreased, b) the firm had worked through the pecking order of financing prior to

issuing, c) a sizable portion of the shares in the IPO were secondary shares, d) press coverage

increased around the IPO, e) the IPO received preferable analyst treatment, f) the firm performed

under a risk-matched benchmark for a year, and then finally g) the firm was acquired. These

seven observations support at least seven of our hypotheses above. The researcher has been able

to provide support for seven possible motivations, but she is left to wonder which of the seven,

or which combination of the seven, actually motivated the entrepreneurs to conduct the IPO.

This limitation of publicly available data is what motivates the use of survey-based

methodology. Although not as widely accepted in Finance as in other disciplines, survey

methods add a new dimension to exploring the question of why entrepreneurs choose to go

public. Prior to discussing the extant survey data on the topic, and some new data that has not yet

been published, a discussion of publicly available data in IPO research is appropriate (or at least

an interesting aside).

PUBLICLY AVAILABLE DATA


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Jay Ritter became one of the pioneers in IPO research by compiling a database of 2,609

IPOs from 1975-1984. He used a subset of 1,526 of these IPOs that were listed on CRSP for his

seminal 1991Journal of Finance article (Ritter (1991)). Professor Ritter now offers public

access to the complete database on his webpage.

In the mid to late 90s, Compact Disc Disclosure offered IPO prospectuses (SEC S-1

documents) for researchers to scour. Around the same time, Securities Data Company (SDC)

was marketing its New Issues database in DOS-style format which streamed over the internet.

The advent and expansion of SDC provided a catalyst for IPO researchers. Although errors have

been documented in SDC along the way by scholars such as Alexander Ljungqvist and Jay Ritter

(corrections available on their respective webpages), the easy access to IPO data via SDC has

been a boon to researchers. Since SDC, various other data providers continue to provide richer

and richer data on IPOs.

The existence of these computer-readable data opened up a large literature testing IPO in

the three IPO phenomena of underpricing, long-run returns, and hot markets along with newer

discoveries as well. As a side note, the availability of IPO data also increased competition for new

anomalies. For example, at one point in time, at least five teams of researchers were all working on


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(Brau et al. (2004)) and a follow-on analysis of the lockup front-end explanation was published in

theJournal of Financial and Quantitative Analysis (Brau, Lambson, and McQueen (2005)). As

can be seen, the availability of public IPO data, coupled with Compustat and CRSP, increases the

possibility of competition and scooping among researchers.

Although the existence of SDC and other IPO data providers has spurred brisk competition

and increased volume studying many IPO issues, as mentioned previously, the topic of why firms

go public has received relatively little empirical study. The obvious reason for this is lack of data.

If researchers desire to determine the factors of going public empirically, they must not only have

data on publicly traded firms but also on privately-held firms. One can envision modeling the

choice of IPO as either a probit or logit model, with the binary dependent variable being either

going public or staying private. The lack of financial data for private firms, particularly in the US,

limits such empirical modeling. In fact, acknowledging the difficulty of using US data to test

extant theories on why firms go public, Bharath and Dittmar (2006) use the novel approach of

testing reverse predictions of the IPO decision by studying firms that go private. The study of

Italian data by Pagano et al. (1998), which I cite profusely throughout the discussion above, is one

of the few articles able to conduct such a binary model approach. It is this lack of data and


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Fortune 500 firms for 1986 as classified in April, 1987. They received 176 useable surveys, for a

35% response rate. Pinegar and Wilbrichts intent is to ask managers with which academic

theories pertaining to capital structure they agree. (Their nine question survey is available at the

back of their article.) Although they do not ask specifically why firms go public, they do ask,

Rank the following sources of long-term funds in order of preference for financing new

investments (1 = first choice, 6 = last choice). This specific question at least partially addresses

the pecking order hypothesis of Myers and Majluf (1984), although the majority of these CFOs

most likely have seasoned equity offerings (SEOs) in mind (and not IPOs) because they are

predominantly public firms.

Pinegar and Wilbricht report that nearly 69% of managers held a preference for the

pecking order of financing, where 84% of respondents listed retained earnings as their most

favored source of financing, and 72% listed straight debt as their second favored source. Next

was convertible debt, followed by external common equity. Only preferred stock (straight and

convertible) ranked lower than common stock. From these results, we can conclude that

managers at least have preferences that align with the pecking order hypothesis.

A second survey paper focusing on corporate finance in a broader sense is Graham and


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firms. Of the 392 firms that replied to their survey, 37%, or 145 are privately-held. For these

firms, their question can be interpreted as consideration for an IPO (since they are private firms).

Ranked by the average response (0 = not important through 4 = very important), the first

five reasons given for issuing equity (perhaps going public) by private firms are: providing

shares for compensation (2.72), high stock price (1.83), sufficient profits to fund activities (1.80),

misvaluation of stock (1.78), and maintaining target debt-to-equity (1.73). First, note that only

one of the top five (and total 13 choices) is over a score of 2. So in the aggregate, none of the

reasons for going public (i.e., issuing equity) is overly compelling to privately-held CFOs. Even

with the low scores, the clear winner of this question for private firms is to provide shares for

compensation schemes. The possible replies that deal with the classical arguments of optimal

capital structure of cost of capital, rank no higher than the fifth most important reason. Related

questions such as common stock is our cheapest source of funds (1.46) and inability to obtain

funds using debt, convertibles, or other sources (1.42) receive much lower ratings. Thus,

Graham and Harveys survey for their private-firm subset would suggest that the stock

compensation theory is supported the most by practitioners.

The next survey, one that gets closer to asking why firms go public, is Brau, Ryan, and


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Table 1) was actually created after the survey data had been collected. As such, the authors were

able to only get partially to the question, Why do firms go public?

[Insert Table 1 about here.]

A modified version of Brau et al. (2006) Table 3 is our Table 1. Only three survey

questions received at least 75% agreement as an advantage of conducting an IPO: to gain

financing for long-term growth (86.8%), to gain financing for immediate growth (86.8%), and to

increase liquidity (82.5%). Note that although the two most popular questions are consistent with

the empirical work of Mikkelson et al. (1997), they still do not directly address why the firm

chose external equity for immediate and long-term growth and not some other cheaper financing

source. Brau et al. (2006) Table 7 (pg. 506) shows that in regressions, firms that replied that

immediate growth was a benefit were actually correlated with negative and significant 1-year

abnormal returns. Perhaps the immediate growth response indicated strapped for cash which

did not turn around over the year after the IPO.

On the other end of the response ranking, only 3.8% of the CFOs agreed that a benefit of


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firms that indicate they plan to issue an SEO in the next two years following the IPO actually

did. It turns out 21% of these firms actually completed an SEO in this time period. The fact that

only one in five completed an SEO does not necessarily mean that the other 4/5 of the

respondents were lying. These respondents may have intended to conduct an SEO, but were

unable to do so based on market conditions or some other factor.

The remainder of the data in Table 1 are left to the readers inspection. In sum, Brau et al.

(2006) offer some tangential evidence on what motivates firms to go public; but it wasnt until

Brau and Fawcett (2006a) that the direct question was asked of practitioners.

A CLOSER LOOK AT BRAU AND FAWCETT (2006a)

The first survey to explicitly ask CFOs how important various motivations are for

conducting an IPO is Brau and Fawcett (2006a). We tried our best to craft survey questions that

could separate the main theories on why firms go public. For example, we did not provide a

reply of to get money to their motive for going public question. Instead, we chose answers

such as our company has run out of private equity, debt is becoming too expensive, or to

minimize our cost of capital in an effort to test the pecking order (first two examples) and the


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The replies, reported in Brau and Fawcett (2006a) Table II (pg. 407) surprised the

authors. The number one motivation for an IPO revealed by CFOs (in the aggregate) was to

create public shares for use in future acquisitions (nearly 60% agreeing) see also Brau and

Fawcett (2006b) Figure 1 (pg. 108). This possibility was motivated by discussions with Professor

James Ang when I was one of his students around 1997. I included it as a hypothesis in Brau,

Francis, and Kohers (2003), which led to Brau and Fawcett (2006a), which in turn led to Brau,

Couch, and Sutton (2010). (Just a note, Kohers and Sutton are the same coauthor, Ninons

maiden name is Kohers.) Graham and Harvey (2001) do report that nine of their surveyed firms

indicated that they issued common stock because it is the preferred currency for making

acquisitions (pg. 210); however, this represents only 2.3% of their sample (of private and public

firms).

In the aggregate, Brau and Fawcett report that the following motivations for an IPO

received low support: minimize cost of capital/optimal capital structure, pecking order of

financing, and to create an analyst following (see their Appendix C). The following received

moderate support: as a cash-out tool, to increase the publicity/reputation of the firm, and to

allow more dispersion of ownership. Along with creating public shares for acquisitions, to


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[Insert Table 2 about here.]

Table 2 (herein) reports the survey findings in greater detail than Brau and Fawcett

(2006a,b) for the first time. Here, I include the complete frequency of replies to the why do

firms go public question. Panels A and B detail these results. Panel A reports in the first column

the possible responses to, How important were/are the following motivations for conducting an

IPO? in the order they were given in the survey instrument. Actual counts are reported for each

of the possible replies of one through five with the total number of replies summed in the last

column. Panel B sorts the responses based on the highest to lowest mean reply and reports the

percentage of CFO replies instead of counts as in Panel A. Again, the inspection of the details

are left to the inquisitive reader. Here, I provide highlights. Note that the top selection, to create

public shares for acquisitions, not only receives the most 5 rankings, but also is tied for the most

4 rankings. The top four replies experience a monotonic increase from ranking 1 through 4, but

all of them have a 5 rating that is less than the 4 rating. The bottom two reasons, our company

has run out of private equity and debt is becoming too expensive show a monotonically

decreasing scaling.


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(3.16) round out the top five reasons. The bottom two reasons for withdrawn IPOs are that the

company has run out of private equity (2.41) and that debt is becoming too expensive (1.86).

Note that not a single withdrawn CFO ranked creating public shares for acquisitions as not

important (a rank of 1). On the other hand, over 50% reported that debt is becoming too

expensive as a 1.

Panel D reports that CFOs of successful IPO firms feel the top five motivations for an

IPO are to allow VCs to cash-out (3.57), minimize cost of capital (3.48), attract analysts

attention (3.44), the firm has run out of private equity (3.28), and to create public shares for

future acquisitions (3.02). Interestingly, to establish a market price/value for the firm (40% rated

1), to allow principals to diversify (35%), and to enhance the firm reputation (32%) received

very high percentages of 1 ratings. The fact that establishing a market price for the firm ranked

second overall (Panel B) and last among the successful IPOs (Panel D) demonstrates that the

motivations for IPOs differ across firms and CFOs. Note that the motivation second from the

bottom is to let principals diversify personal holdings (i.e., at least a partial cash-out). This

observation, along with the highest ranking of VCs to cash-out raises an interesting point. It

suggests that CFOs view at least two classes of insiders founders and professional investors.


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Because other chapters in this text cover the topic of VC financing, Ive included Panels

F and G, which report survey results for firms without and with VC-backing, respectively. I do

so to emphasize the point that different subsamples of IPOs have different motives for going

public. (If I provided the full data (which is available upon request) cut on all of the demographic

dimensions included in Brau and Fawcett (2006a), this conclusion would become overly

redundant.) Panel F reports that the top two reasons for non-VC-backed IPOs are to create

shares for acquisitions (3.47) and to establish a firm value (3.45). Note that the lowest motive, to

allow VCs to cash-out has 60% of CFOs replying the reason is not important (1), which makes

sense as they do not have VC backing. In contrast, Panel G reports that allowing VCs to cash-out

has the second highest frequency for the 5 rating (very important), although overall it ranks as

the fifth popular reason. Note also 1/3 of the non-VC IPOs state that debt is becoming too

expensive is ranked 1 (not important), whereas over 1/2 of VC IPOs rank it as 1. The debt rating

again highlights how different samples are driven by varying motives. In this case, it makes

sense that IPOs that have tapped private equity markets are not as strained in the debt markets.

SUMMARY AND CONCLUSIONS


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opening quote about the Netscape IPO demonstrate corner solutions to the question of why firms

go public. At least ten other theories fit in between these two endpoints.

Like traditional empirical studies, the survey evidence suggests that motives for going

public vary far and wide, depending on the entrepreneur and firm. In this chapter I have

summarized and organized the extant theories on why firms go public. Depending on the sample,

method, intent, and perhaps desire of the researcher, all of the theories have been supported

through argument and empirics at least once. Several theories are supported by one study and

disputed by another. Within my own research, in fact, within one of my single papers, this has

been the case. The researcher (and investor) is left to ask not which theory is correct, but which

theories apply to which samples of firms that go public.


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Table 1. Survey of 984 IPO CFOs from 1996-1998 and 2000-2002

Stronglyagree or

agree/Yes

Stronglyor mildlydisagree/

No

Panel A. General Life-Cycle Theory

A benefit of the IPO was that it allowed our company to gain additional financing forimmediate growth. 82.60% 7.90%

A benefit of the IPO was that it allowed our company to gain additional financing forlong-term growth. 86.80% 4.20%

Yes, No, or Don't KnowSmaller companies are less likely to go public. 55.80% 32.40%Younger companies are less likely to go public. 49.50% 37.60%High-tech companies are less likely to go public. 1.90% 86.60%

Riskier companies are more likely to go public. 11.50% 59.80%

Panel B. Capital Structure / Cost of Capital

A benefit of the IPO was to decrease the total cost of capital. 38.20% 34.40%

Yes, No, or Don't KnowWe plan to issue more debt within two years. 33.70% 38.80%

Our present debt/equity mix is optimal. 49.50% 43.30%

Panel C. Pecking Order


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Panel F. Optimal Dispersion

A benefit of the IPO was that it allowed original owners to diversify their interests. 46.00% 38.10%

A benefit of the IPO was that it allowed the sale of some of the owners shares. 30.20% 54.20%

A benefit of the IPO was that it increased liquidity. 82.50% 4.90%A benefit of the IPO was that it improved our secondary market. 40.30% 17.70%

Yes, No, or Don't KnowOur company has made a secondary offering since the IPO. 10.90% 88.50%

Our company plans a secondary offering within two years. 48.30% 19.20%

Panel G. Control Issues

A disadvantage of the IPO was that it reduced control. 38.20% 25.20%

A benefit of the IPO was that it increased the alliance of shareholders and management. 23.30% 35.70%

Panel H. Founder Cash-Out

A benefit of the IPO was that it allowed for the retirement of the original owner. 3.80% 82.70%

Panel I. Increased Reputation

A benefit of the IPO was that it improved market perception of stock. 48.70% 20.20%

A benefit of the IPO was prestige of being on an exchange. 39.60% 25.00%

A benefit of the IPO was the enhancement of media attention. 28.50% 33.20%

Panel J. Public Scrutiny

A disadvantage of the IPO was that it made our company suddenly open to publicti 68 90% 10 90%


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41

Table 2. A Closer Look at Brau and Fawcett (2006a) Motivation Question for IPOs from 2000-2002

Panel A.

How important were/are the following motivations for conducting an IPO? Not Important

Very

Important1 2 3 4 5 Total Reply

a. To minimize our cost of capital 24 35 37 39 32 167

b. Debt is becoming too expensive 66 49 29 17 7 168

c. Our company has run out of private equity 59 32 30 26 20 167

d. To create public shares for use in future acquisitions 11 24 34 60 41 170

e. To allow one or more principals to diversify personal holdings 38 27 30 49 26 170

f. To allow venture capitalists (VCs) to cash-out 68 20 26 30 24 168

g. To enhance the reputation of our company 19 23 44 59 24 169

h. To establish a market price/value for our firm 12 23 48 60 27 170i. To broaden the base of ownership 31 22 39 53 25 170

j. To attract analysts' attention 35 40 43 39 11 168

Panel B.


Very

Important

1 2 3 4 5 Mean

d. To create public shares for use in future acquisitions 6% 14% 20% 35% 24% 3.56

h. To establish a market price/value for our firm 7% 14% 28% 35% 16% 3.39

g. To enhance the reputation of our company 11% 14% 26% 35% 14% 3.27

a. To minimize our cost of capital 14% 21% 22% 23% 19% 3.12

i. To broaden the base of ownership 18% 13% 23% 31% 15% 3.11

e. To allow one or more principals to diversify personal holdings 22% 16% 18% 29% 15% 2.99

j. To attract analysts' attention 21% 24% 26% 23% 7% 2.71

f. To allow venture capitalists (VCs) to cash-out 40% 12% 15% 18% 14% 2.54

c. Our company has run out of private equity 35% 19% 18% 16% 12% 2.50

b. Debt is becoming too expensive 39% 29% 17% 10% 4% 2.11


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42

Panel C. Withdrawn IPOs


Very

Important

1 2 3 4 5 Mean











Panel D. Successful IPOs


Very

Important

1 2 3 4 5 Mean












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43

Panel E. Never Tried

Not Important

Very

Important

How important were/are the following motivations for conducting an IPO? 1 2 3 4 5 Mean











Panel F. No VC-Backing

Not Important

Very

Important






i. To broaden the base of ownership 27% 8% 20% 31% 14% 2.98e. To allow one or more principals to diversify personal holdings 24% 24% 12% 20% 18% 2.84






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44

Panel G. VC-Backing

Not Important

Very

Important












why do firms go public chapter ssrn

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