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Using Innovative Securities under Asymmetric Information: Why Do Some Firms Pay with Contingent Value Rights?

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  • Chatterjee, Sris
  • Yan, An

Abstract

This paper provides the first theoretical explanation and the first empirical analysis of contingent value rights (CVRs), which have been used as a means of payment in acquisitions, exchange offers, debt restructurings, Chapter 11 reorganizations, and lawsuit settlements. A CVR is a put option committing to pay additional cash or securities to CVR holders, contingent on the issuer's share price falling below a prespecified reference level. In this paper, we develop a model to show that CVRs can help a higher-intrinsic-value firm to reveal its firm type when the firm faces an asymmetric information problem. Our model predicts that i) when CVRs are offered along with cash or stock, the announcement period abnormal stock return is greater than that in stock offers, ii) firms facing more severe asymmetric information problems are more likely to offer CVRs to signal their firm type, and iii) firms that are relatively more cash-constrained are more likely to offer CVRs rather than cash. We test all three predictions using a sample of mergers and acquisitions. Our empirical results are consistent with the predictions of the model.

Suggested Citation

  • Chatterjee, Sris & Yan, An, 2008. "Using Innovative Securities under Asymmetric Information: Why Do Some Firms Pay with Contingent Value Rights?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 43(4), pages 1001-1035, December.
    • Handle: RePEc:cup:jfinqa:v:43:y:2008:i:04:p:1001-1035_01
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    Cited by:

    1. Barbopoulos, Leonidas & Sudarsanam, Sudi, 2012. "Determinants of earnout as acquisition payment currency and bidder’s value gains," Journal of Banking & Finance, Elsevier, vol. 36(3), pages 678-694.
    2. Chemmanur, Thomas J. & Nandy, Debarshi & Yan, An & Jiao, Jie, 2014. "A theory of mandatory convertibles," Journal of Banking & Finance, Elsevier, vol. 42(C), pages 352-370.
    3. Nils Patschureck & Friedrich Sommer & Arnt Wöhrmann, 2015. "Contract design as a risk management tool in corporate acquisitions: theoretical foundations and empirical evidence," Journal of Management Control: Zeitschrift für Planung und Unternehmenssteuerung, Springer, vol. 26(4), pages 279-316, October.
    4. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 650-699.
    5. Thomas J. Chemmanur & Karen Simonyan, 2010. "What Drives the Issuance of Putable Convertibles: Risk‐Shifting, Asymmetric Information, or Taxes?," Financial Management, Financial Management Association International, vol. 39(3), pages 1027-1068, September.
    6. Abdourahmane Diaw, 2011. "The effect of mergers and acquisitions on shareholder wealth: the case of European banks [L'effet des fusions et acquisitions sur la richesse des actionnaires: le cas des banques européennes]," Post-Print hal-01184673, HAL.
    7. Étienne Redor, 2010. "L’utilisation de méthodes de paiement contingentes dans les opérations de fusion-acquisition : une solution aux problèmes d’asymétrie informationnelle ?," Revue d'Économie Financière, Programme National Persée, vol. 97(2), pages 295-307.
    8. Heng An & William Hardin & Zhonghua Wu, 2012. "Information Asymmetry and Corporate Liquidity Management: Evidence from Real Estate Investment Trusts," The Journal of Real Estate Finance and Economics, Springer, vol. 45(3), pages 678-704, October.
    9. Finnerty, John D. & Jiao, Jie & Yan, An, 2012. "Convertible securities in merger transactions," Journal of Banking & Finance, Elsevier, vol. 36(1), pages 275-289.
    10. E. Lukas & C. Heimann, 2014. "Technological-induced information asymmetry, M&As and earnouts: stock market evidence from Germany," Applied Financial Economics, Taylor & Francis Journals, vol. 24(7), pages 481-493, April.

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