Free Cash Flow and Stockholder Gains in Going Private Transactions Revisited

Lehn and Poulsen (1983) are frequently cited as providing evidence supporting the applicability of Jensen’s (1986) ‘free cash flow’ hypothesis to going private transactions. The paper re‐examines the Lehn and Poulsen data and arrives at different inferences about the applicability of Jensen’s ‘free cash flow’ hypothesis to their sample. First, I find that neither the level of a public corporation’s pre‐transaction ‘free cash flows’ nor its prior growth rate are significant determinants of its probability of going private. Second, I find a firm’s size and its potential for reducing taxes, rather than its pre‐transaction level of ‘free cash flows’, are significant determinants of the premium paid to take it private. And finally, comparing their 1980–1983 subsample to their 1984–1987 subsample reveals that firms that went private during the 1984–1987 period demonstrate a greater incidence of prior takeover interest, lower prior tax burdens, and slower prior growth than firms that went private during the 1980–1983 period: all of which supports Kaplan and Stein’s (1993) overheated buyout market hypothesis.