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Abstract:
As in previous decades, merger activity clusters by industry during the 1990s. One particular kind of industry shock, deregulation, becomes a dominant factor, accounting for nearly half of the merger activity since the late 1980s. In contrast to the 1980s, mergers in the 1990s are mostly stock swaps, and hostile takeovers virtually disappear. Over our 1973 to 1998 sample period, the announcement-period stock market response to mergers is positive for the combined merging parties, suggesting that mergers create value on behalf of shareholders. Consistent with that, we find evidence of improved operating performance following mergers, relative to industry peers.

Abstract:
What is the economic role of mergers? We investigate this issue by performing a comparative study of mergers and other forms of corporate investment, at the industry and firm levels. In our framework, merger activity is motivated by both firm- and industry-level forces that can generally be described as either "expansionary" or "contractionary." We find strong support, at the industry and the firm level, for the existence of both components of merger activity, consistent with a dual economic role for mergers. We find that industry capacity utilization has significant and opposite effects on merger and non-merger investment, particularly during the 1970s and 1980s. During that period, excess capacity drives industry consolidation through merger, while peak capacity utilization induces industry expansion through non-merger investment. This suggests that one mechanism through which mergers enable industry restructuring is by inducing exit in times of industry-wide excess capacity. This phenomenon is reversed in the 1990s when merger intensity is highest in industries with strong growth prospects, high profitability, and near capacity. Moreover, at the firm-level, we find that both merger and non-merger investment are positively related to the Tobin's q of the acquirer. These two latter findings suggest that there is an important expansionary motivation to mergers as well.

Abstract:
There is a widespread concern among practitioners and corporate managers that transactions which result in changes in future earnings-per-share ("EPS") have real effects on stock prices, irrespective of whether these changes reflect differences in future cash flows. As a result, investment decisions are often conditioned on their being accretive to EPS. This paper addresses this notion by testing whether there is any relation between EPS accretion and both announcement and long-term abnormal returns for acquiring firms in mergers and acquisitions. Using a sample of 224 transactions completed between 1975 and 1994, and a measure of EPS accretion designed to exclude the real effects of any potential synergies from the acquisition, I find that EPS accretion has a positive and statistically significant effect on acquirer abnormal performance, both at announcement and for the period up to 18 months following completion of the deal. This effect is robust across different measures of abnormal performance, and after controlling for other factors known to affect the long-term performance of acquiring firms. Also, the magnitude of the effect is higher for firms with a larger percentage of unsophisticated investors. On the other hand, the estimated effect, although reliably positive, is one order of magnitude smaller than implied by practitioners' views, suggesting that the concerns expressed by managers are largely exaggerated.

Abstract:
This paper studies thirty-one highly leveraged transactions (HLTs) of the 1980s that subsequently become financially distressed. At the time of distress, all sample firms have operating margins that are positive and in the majority of cases greater than the median for the industry. We argue that these firms, therefore, are financially distressed, not economically distressed. The net effect of the HLT and financial distress is a slight increase in value -- from the pre-transaction to distress resolution, the sample firms experience a marginally positive change in (market- or industry-adjusted) value. This finding strongly suggests that, overall, the HLTs of the late 1980s succeeded in creating value. We also present quantitative and qualitative estimates of the (direct and indirect) costs of financial distress and their determinants. Our preferred estimates of the costs of financial distress are 10% of firm value. Our most conservative estimates do not exceed 23% of firm value. Operating margins of the distressed firms increase immediately after the HLT, decline when the firms become distressed and while they are distressed, but then rebound after the distress is resolved. Consistent with some costs of financial distress, we find evidence of unexpected cuts in capital expenditures, undesired asset sales, and costly managerial delay in restructuring. To the extent they occur, the costs of financial distress that we identify are heavily concentrated in the period after the firms become distressed, but before they enter Chapter 11. We conclude the paper with an analysis of the determinants of the costs of financial distress.

Abstract:
This paper studies thirty-one highly leveraged transactions (HLTs) of the 1980s that subsequently became financially distressed. At the time of distress, all sample firms have operating margins that are positive and in the majority of cases greater than the median for the industry. Therefore, we consider these firms financially distressed, not economically distressed. The net effect of the HLT and financial distress is a slight increase in value -- from pre-transaction to distress resolution, the sample firms experience a marginally positive change in (market- or industry-adjusted) value. This finding strongly suggests that, overall, the HLTs of the late 1980s succeeded in creating value. We also present quantitative and qualitative estimates of the (direct and indirect)costs of financial distress and their determinants. Our preferred estimates of the costs of financial distress are 10% of firm value. Our most conservative estimates do not exceed 23% of firm value. Operating margins of the distressed firms increase immediately after the HLT, decline when the firms become distressed and while they are distressed, but then rebound after the distress is resolved. Consistent with some costs of financial distress, we find evidence of unexpected cuts in capital expenditures, undesired asset sales, and costly managerial delay in restructuring. To the extent they occur, the costs of financial distress that we identify are heavily concentrated in the period after the firms become distressed, but before they enter Chapter 11.

Abstract:
This paper studies twenty-nine highly leveraged transactions (HLTs) of the 1980s that subsequently become financially distressed. High leverage, not poor firm performance or poor industry performance, is the primary cause of financial distress for these firms -- all of the sample firms have positive operating income at the time of distress. These firms, therefore, are financially distressed, not economically distressed. We estimate the effects of this financial distress on value, the costs of financial distress, and their determinants. From pre-transaction to distress resolution, the sample firms experience a marginally positive change in (market- or industry-adjusted) value. The net effect of the HLT and distress, therefore, is to leave value slightly higher. Operating margins of the distressed firms increase immediately after the HLT, decline when the firms become distressed and while they are distressed, but then rebound after the distress is resolved. Consistent with some costs of financial distress, we find evidence of unexpected cuts in capital expenditures, undesired asset sales, and costly managerial delay in restructuring. Quantitative measures of the magnitude of the costs of financial distress, however, indicate that the costs are modest on average. To the extent they occur, the costs of financial distress that we identify are heavilyconcentrated in the period after the firms become distressed, but before they enter Chapter 11. We conclude the paper with an analysis of the determinants of the costs of financial distress. These costs are related to initial HLT capital, but are not related to the complexity of the firm's capital structure, to the time spent in distress or default, or to industry performance.