Death Spiral Issues in Emerging Market: A Control Related Perspective

Kim, Woochan and Kim, Woojin and Kim, Hyung-Seok (2012): Death Spiral Issues in Emerging Market: A Control Related Perspective. Forthcoming in: Pacific-Basin Finance Journal

Abstract

This paper studies the motive of issuing floating-priced convertibles or warrants, known as death spirals, in a country where the private benefit of control is high. Using a total of 199 death spiral issuances by public firms listed in the Korea Stock Exchange during 1998-2006, we find a number of pieces of empirical evidence that are less consistent with the conventional last resort financing hypothesis, but rather consistent with the control enhancing or control transferring hypothesis. First, abnormal returns subsequent to death spiral issuance is negative, but more so in poorly governed firms. Second, operating performance of chaebol issuers are not necessarily low at the time of the issue nor does it deteriorate over time, but they still prefer to issue death spirals over traditional fixed-priced hybrid securities. Third, we do not observe subsequent changes in the controlling shareholder in more than 60% of the issuers and these firms exhibit superior operating performance at the time of the issue compared to other death spiral or non-death spiral issuers. Fourth, this same set of firms do not experience a decrease in proportional ownership by the controlling party, while family members other than the controlling shareholder experience the most pronounced increases in the number of shares held. Finally, in approximately half of these firms, at least one member of the controlling party holds hybrid securities that can later be converted into voting shares.

• Item Type: MPRA Paper
• Language: English
• Keywords: Death spirals; Convertibles; Warrants; Control enhancing mechanisms; Korea
• Subjects: G - Financial Economics > G3 - Corporate Finance and Governance > G34 - Mergers ; Acquisitions ; Restructuring ; Corporate Governance; G - Financial Economics > G3 - Corporate Finance and Governance > G32 - Financing Policy ; Financial Risk and Risk Management ; Capital and Ownership Structure ; Value of Firms ; Goodwill

References

Brealey, R.A., Myers, S.C., and F. Allen (2006), Corporate Finance, 8th edition, McGraw-Hill

Brophy, David, Paige Ouimet, and Clemens Sialm (2009), “Hedge Funds as Investors of Last Resort?” Review of Financial Studies, Vol.22, pp.541-574

CGCG (2002), “Doosan’s Preferential BWs Serve Double Purpose for Controlling Shareholder: Power Extension and Inheritance,” Center for Good Corporate Governance Issue Report (October 24, 2002)

CGCG (2003), “The Controlling Shareholders of Doosan Renounce Their Doosan Warrants,” Center for Good Corporate Governance Issue Report (February 24, 2003)

Hillion, Pierre and Theo Vermaelen (2004), “Death Spiral Convertibles,” Journal of Financial Economics Vol.71, pp.381-415

Johnson, S., La Porta, R., Lopez-de-Silanes, F., Shleifer, A. (2000), “Tunneling,” American Economic Review Papers and Proceedings Vol. 90, pp. 22-27

Jung, Mookwon (2003), “Long-Term Performance Following Convertible Debt Issuance (in Korean),” The Korean Journal of Finance Vol.16, pp.96-127

Kang, Hyo-Seok, Jinwoo Park, and Jae-Seung Baek (2007), “International Financing and the Efficiency of Corporate Governance: An Analysis of Overseas Securities Issues (in Korean),” Korean Academy of International Business Vol.18, pp.53-81

La Porta, Rafael, Florencio Lopez de Silanes, and Andrei Shleifer (1999), “Corporate Ownership around the World,” The Journal of Finance Vol.54 No.2 pp.471-517

Myers, S., and N. Majluf (1984), “Corporate financing decisions when firms have investment information that investors do not,” Journal of Financial Economics 13, pp. 187-221

Nenova, T. (2003). “The Value of Corporate Voting Rights and Control: A Cross-country Analysis”. Journal of Financial Economics 68, pp. 325-351.

Park, Jin-Woo and Jae-Seung Baek (2003), “Corporate Governance and Shareholder Wealth Maximization: An Analysis of Convertible Bond Issuance (in Korean),” The Korean Journal of Financial Management Vol.20, pp.1-39

PSPD (2003), “45 Listed Firms Have Issued Preferential CBs or BWs,” People’s Solidarity for Participatory Democracy Press Release (July 14, 2003)