296 B.E. Eckbo et al.
declines, thereby giving investors significant downside protection.^21 Not surprisingly,
Brophy, Sialm, and Ouimet (2005)report that younger firms with weak performance in
industries with high growth rates and risk levels (i.e., greater adverse selection) are the
primary issuers. The typical investors in PIPEs are hedge funds.
3.11.4. Unit offerings in IPOs and SEOs
Unit offers involve the issue of a combination of common stock and warrants by an
issuer. One potential advantages of selling units rather than shares is that when an issuer
is very risky the market is apt to overestimate its leverage and its return volatility, which
causes its warrants to be overvalued, while the stock is apt to be undervalued. The result
of selling a unit is that these two effects are combined and become partially offsetting,
which means firms sell the unit offers at closer to its true market value. This is similar
toBrennan and Schwartz (1982)argument for why firms issue convertible securities.
Warrants also give investors more time before committing to buy equity, which acts as a
credible signal that the issuer holds no negative proprietary information about the firm’s
value. Taking into account the callability of many warrant and convertible issues and the
cost of financial distressStein (1992)argues that this can be a backdoor means of selling
more equity, when the market over-estimates the adverse selection risk associated with
the issuer. He finds that firms with intermediate levels of risk should issue convertibles.
Unit offers of SEOs have been studied bySchultz (1993), Chemmanur and Fulghieri
(1997)andByoun (2004).
3.12. Conflicts of interest in the security offering process
Recently there has been a stream of new research exploring potential conflicts of interest
by decision makers in the security offering process. These conflicts are sometimes be-
tween managers and securityholders, and in other cases between underwriters and either
security investors or security issuers. A key question is whether these potential conflicts
are large enough to alter the security underwriting process to a measurable degree and
if so, do any underwriter customers suffer any serious financial consequences. A second
important question is whether there are significant economic benefits from combining
underwriting and other financial services.
One major concern is that at least some managers make security issuance, pricing,
and underwriting decisions to benefit themselves, rather than their shareholders. Man-
agers can accomplish this by issuing underpriced securities to friends and family, or
capturing side payments from underwriters, for instance through underwriter alloca-
tions of other firms’ underpriced IPOs, often called spinning or receiving new stock
options exercisable at the IPO offer price, which represent valuable in-the-money op-
tions. Studies that explore this line of research includeJung, Kim, and Stulz (1996)who
(^21) A similar security is studied byHillion and Vermalen (2004). They investigate floating rate convertible
debt, which adjusts the conversion ratio for stock price drops.