صادر کنندگان خارجی در بازار PIPE آمریکا

We document that the use of private investment in public equity (PIPE) by foreign firms listed on U.S. exchanges is growing even faster than its use by U.S. firms. On average, foreign firm PIPE stock deals represent a similar proportion of the firm's market capitalization to U.S. firm PIPEs, but suffer less of a share price discount than U.S. firm PIPE issuances, a relation that is robust to consideration of exchange, deal size, share turnover and return volatility. We document that hedge funds are only small investors in foreign firm PIPEs issued in the U.S., which tend to be purchased by pensions, government funds and corporations. PIPE, in combination with the reverse merger method of going public, provides a cost-effective means for foreign firms to raise capital in the U.S. capital market.

Private investment in public equity (PIPE) has surpassed seasoned equity offerings (SEOs) as a means of raising equity in both dollar volume and number of transactions in the U.S. market (Chen et al., 2010). In this paper, we document that the use of PIPE among foreign firms listed on U.S. exchanges is growing even faster than its use among U.S. firms. On average, foreign firm PIPE stock deals represent a similar proportion of the firm's market capitalization to U.S. firm PIPEs, but suffer less of a share price discount than U.S. firm PIPE issuances. Further, we document a trend of increasing foreign participation in U.S. equity markets and show that the growth in foreign PIPE issuances outstrips the growth in the proportion of U.S. market capitalization represented by foreign firms. The accelerating trend of foreign firms listing on U.S. exchanges (Cowan, 2009) portends increased growth in the proportion of all U.S. PIPE issuances attributable to foreign firms. Finally, we document a difference in the investor bases between PIPE deals for foreign firms and those for U.S. firms. Hedge funds are likely to be large investors in PIPEs of U.S. firms, but play only a small role in PIPEs of foreign firms. Pensions, government funds and corporations play a much larger role in foreign PIPE issuances than in the PIPE issuances of U.S. firms.

In this paper, we document that the use of PIPE among foreign firms listed on U.S. exchanges is growing even faster than its use among U.S. firms. On average, foreign firm PIPE stock deals represent asimilarproportionofthefirm’smarketcapitalizationasU.S.firmPIPEs,butsufferlessofashareprice discountthanU.S.firmPIPEissuances.Thisdifferenceinsharepricediscountisrobusttoconsideration ofexchange,dealsize,shareturnoverandreturnvolatility.Weshowthatthelowersharepricediscount for foreign PIPE issuers is not attributable to the lower liquidity of their shares or lower volatility of their shares. Further, we document a trend of increasing foreign participation in U.S. equity markets and show that the growth in foreign PIPE issuances outstrips the growth in the proportion of U.S. market cap- italization represented by foreign firms. Popular press reports (e.g., Cowan, 2009 ) and the academic literature (e.g., Floros and Shastri, 2009 ) indicate that listings of foreign firms on U.S. exchanges are likely to increase, raising the likelihood of even greater growth in the issuance of PIPE deals by such firms. In particular, Floros and Shastri (2009) use a U.S. sample to show that firms with high infor-mation asymmetry prefer “reverse mergers” as an alternative to penny stock initial public offerings to go public. Many of the reverse merger firms in their sample also complete a PIPE issuance at the time of the reverse merger. Given that foreign firms are likely to suffer higher information asymmetry than U.S. firms, we posit that reverse mergers on behalf of foreign firms will result in additional PIPE issuances by U.S. listed foreign firms in the future. Finally, we document a difference in the investor bases between PIPE deals for foreign firms and those for U.S. firms. Hedge funds are likely to be large investors in PIPEs of U.S. firms, but play only a small role in PIPEs of foreign firms. Pensions, government funds and corporations play a much larger role in foreign PIPE investment than in the PIPE issuances of U.S. firms.