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Section 20 versus Investment House Underwriting of Small Equity IPOs
Nancy Beneda, Ph.D., C.P.A.Associate Professor and Vaalor Insurance Fellow
Department of FinanceUniversity of North Dakota,
Box 7096,Grand Forks, ND 58202-7096, USA
University of North Dakota Finance Department, P. O. Box 7096 Grand Forks, North Dakota 58202-7096 (701) 777-4690 Fax (701) 777-5099 [email protected]
1
Section 20 versus Investment House Underwriting of Small Equity IPOs
Abstract
This study examines corporate equity initial public offerings (IPOs)
underwritten by Section 20 subsidiaries of commercial banks relative to those
underwritten by non-Section 20 underwriters (investment houses). Consistent with a
‘net certification effect’ for banks, corporate equity IPOs underwritten by Section 20
subsidiaries have lower underpricing than those underwritten by investment houses.
Second, commercial banks bring a relatively larger proportion of small equity IPO issues
to market, during the period of this study. Contrary to the contention that universal
banking stunts availability of financing to small firms, bank underwriting appears to
benefit small firms. Further Section 20s do not increase underwriting fees to offset the
effect on potential profits from lower underpricing. This study also finds that Section
20s’ focus on small IPOs results in a higher quality for the IPOs they underwrite, as
indicated by a lower standard deviation of underpricing.
2
I. INTRODUCTION
The bank regulatory system has recently undergone substantial changes. For
many years, Section 20 of the Glass-Steagall Act of 1933 protected the investment
banking industry by preventing commercial banks from underwriting corporate bonds
and equity securities. Over the past 15 years the Federal Reserve Board (FRB) has
gradually relaxed many of the restrictions on non-bank activities1 (Section 20 activities)
imposed on commercial banks by the Glass-Steagall Act of 1933. On August 3, 1996,
the FRB further relaxed the revenue constraints on Section 20 subsidiaries of commercial
banks by raising the limit on revenue from Section 20 activities from 10% to 25% of the
total revenue earned by the Section 20. This action took effect on March 7, 1997. The
recent passage of the Gramm-Leach-Bliley Financial Services Modernization Act
(GFSMA) of 1999 now permits commercial banks to engage in a broader range of
financial activities and services. As a result of these legislative changes, commercial
bank participation in equity IPO underwriting, as a percent of the total dollar volume,
increased from 1% prior to the ineligible revenue expansion to about 18% after.
The expansion of nonbank activities by banks has created controversy for policy
makers and in academics over the benefits and costs of such expansion. This study
contributes to the debate over this controversy by examining the pricing and other
characteristics of equity initial public offerings (IPOs) underwritten by commercial banks
versus other investment houses during a period of significant bank entry into this market.
Insofar as commercial banks have reduced costs of information collection (economies of
scope) and more reputation capital at stake than other underwriters, we should expect
lower underpricing for section 20 underwritten IPOs.2,3,4,5,6,7 Recent empirical studies of
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commercial bank entry into corporate debt underwriting find a ‘net certification effect’
for commercial banks.4,5,8,9 A ‘net certification effect’ means that the underwriter is
motivated to accurately price issues to preserve its reputation.10 The motivation to
accurately price the security outweighs the motivation to underprice the security.
Underpricing occurs to benefit large customers, of the investment banker, who regularly
buy a variety of investment services.11
The study of bank participation in the corporate equity new issues market is
relatively new since participation in this market by commercial banks was practically
nonexistent prior to August 1996. This is the first study to examine the impact of
increased participation of commercial banks in underwriting equity IPOs on underpricing
and underwriter fees of IPOs. The main results of the article are as follows. First, this
study finds that banks underwrite a significantly larger proportion of small IPOs than
investment houses. This finding that banks in bring smaller issuers to the market is
contrary to the contention that universal banking powers may stunt small firm financing.
The second finding of this study is that the underpricing of IPOs underwritten by
commercial banks is significantly less than those of investment houses, during the period
after March 7, 1997 when bank entry into the IPO underwriting market dramatically
increased. While underpricing of IPOs underwritten by commercial banks is lower than
that of investment houses, banks may have sought to offset this effect on their potential
profits by raising underwriter fees.2 However, no difference was found between
underwriting fees of commercial banks vs. investment houses. The evidence of the
positive role of banks in the IPO underwriting market is consistent with the results of
other studies on new debt issues underwritten by commercial banks.2,4,5,6
4
II. LITERATURE REVIEW AND HYPOTHESIS DEVELOPMENT
By definition, underpricing means that the underwriter sets the offer price of the
new issues well below the expected market price of the security in the secondary market.
The investment banker stands to gain through underpricing as it increases the probability
of selling out the issue without affecting the fixed underwriting spread (fee). An
underwriting fee of $3 at a bid-offer price spread of $45 and $48 produces the same gross
revenue (spread) of $3 per share to the underwriter as a bid-offer price spread of $58 and
$61. Underpricing of equity IPOs by investment bankers is undisputed and well
documented in the literature.11,12,13,14,15,16,17,18,19 These studies, in general, suggest that
investment bankers are motivated to underprice IPO securities so they can be allocated to
their large customers who regularly buy a variety of investment services from them.
Consequently both the underwriter and the outside investor may benefit from
underpricing; the loser is the firm issuing the securities because it obtains lower proceeds.
The costs of issuing equity IPOs includes underwriter fees and underpricing, of which
underpricing is the predominate cost. During 1995 through 1998, average underpricing
of corporate equity IPOs was 19.8% of the offering, whereas average underwriter fees for
the same period amounted to 6.8% of the offering.
Informational opacity is inherent in small private companies since they do not
issue traded securities that are continuously priced in public markets, nor are they
registered with the Securities and Exchange Commission (SEC). For these companies,
going public gives the company more access to a vast pool of untapped capital, as well as
helping to stabilize its capital structure. The underlying concern of policy makers and in
5
academics is that firms whose investment opportunities outstrip operating cash flows, and
which have used up their ability to issue low-risk debt, may be forced to forego good
investments, because of the inherent risks and costs involved with going public.20
Theory and prior empirical studies suggest the existence of a ‘net certification
effect’ by commercial banks of the new issues that they bring to the market.
Commercial banks should be able to offer new equity securities at lower costs (better
prices/lower underpricing) than investment houses because of the information that arises
from being a lender to the firm.2,3 A commercial bank with a lending or other banking
relationship with the issuer has the potential to efficiently obtain and disseminate more
accurate information on firms going public than an investment house, which has no
banking exposure to the firm.5,21 If investors believe they are receiving more accurate
information about the firm going public, they will be willing to pay a higher price for the
security.
The reputation capital theory suggests that commercial banks would be inclined to
provide more accurate pricing for new equity issues that they underwrite, thereby
disseminating more accurate information on firms going public. Recent literature on the
reputation capital hypothesis suggests that underwriters who have more reputation capital
at stake (larger more reputable underwriters) are more motivated to accurately price
IPOs.5,10,12,13,22,23,24,25,26 These studies show that IPO underpricing is quite costly to issuers
and hence an issuer with low risk tends to employ a prestigious underwriter to convey
their low risk to the market. Conversely, underwriters with a good reputation will only
market low risk IPOs in order to protect their reputation. This in turn, reduces the
uncertainty of aftermarket prices of IPOs and information asymmetry between informed
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and uninformed investors. If a reputable investment banker continues to heavily
underprice IPOs, it will eventually lose its reputation, which is too costly for the
investment banker. The association of Section 20 investment bankers with commercial
banks suggests that these underwriters have more reputation capital at stake in their
underwriting, since the underpricing could negatively effect the larger organization, as
well. Thus we would expect Section 20 underwriters to provide more certification,
resulting in lower underpricing for the IPOs which they underwrite.
On the other hand, the commercial bank, in its role as underwriter, could try to
misrepresent the quality of the security to potential buyers in favor of its customer (the
issuing company). The conflict of interest is created by the commingling of lending and
underwriting and stems from the possibility that commercial banks may have an incentive
to underwrite securities for its poorer quality borrowers and use the proceeds to pay down
these loans.27 If investors perceive an absence of conflicts of interest then they will be
willing to pay higher prices for the new securities (lower underpricing).5 The empirical
work, to date, suggests that conflicts of interest are not present in the operations of
commercial banks. Two studies, in particular, one by Kroszner and Rajan and another
by Puri, examined new corporate debt securities issued prior to the Glass-Steagall Act of
1933 and find that commercial bank underwritten debt securities had a better default
record in the long term than investment house underwritten securities.6,9 Another study
conducted by Gande, Puri, Saunders, and Walter examined corporate debt securities of
lower credit rated firms during the post Section 20 period and finds that securities
underwritten by commercial banks resulted in relatively higher prices than those
underwritten by investment houses. The findings of these studies suggest that
7
commercial bank underwritten securities are of a higher quality than non-bank
underwritten issues and are consistent with the absence of conflicts of interest.
This motivation for this study is threefold: 1) the significant changes in bank
regulations, 2) the recent empirical findings regarding a higher quality of new corporate
debt securities underwritten by commercial banks, and 3) the increased participation of
commercial banks in the new equity issues market. An important question relates to the
characteristics and pricing of equity IPO securities underwritten by commercial banks
relative to investment houses. This study addresses the following issues: (i) What are the
characteristics of equity IPOs underwritten by banks as compared to those underwritten
by investment houses? (ii) Is there a difference in the pricing of bank and investment
house IPO underwritings? This article differs from the previous empirical literature in
that it focuses on commercial bank participation in underwriting equity IPOs during a
period of significant bank entry into this market. Bank participation in the new equity
issues market was practically nonexistent prior to March 7, 1997.28
This study examines the underpricing of equity IPOs for the period March 7, 1997
to December 31, 1998. The significance of this time period is that the Federal Reserve
Board (FRB) raised the limit on revenue of Section 20 subsidiary activities from 10% to
25% on August 3, 1996. This ruling took effect on March 7, 1997. Furthermore,
during 1997, the FRB removed many of the firewalls (regulatory barriers between the
bank and its Section 20 securities affiliates to protect the bank from the risks of the
affiliate’s securities activities) which had been enacted in 1987 along with the
establishment of Section 20 subsidiaries at that time. As a result of these legislative
changes, commercial bank participation in equity IPO underwriting as a percent of the
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total dollar amount increased from 1% prior to the ineligible revenue expansion to 18%
after.
II. REGULATORY ENVIRONMENT FOR COMMERCIAL BANKS
Much of the restrictions imposed on commercial banks by the Glass-Steagall
Act of 1933 have been relaxed. In 1968, Congress authorized banks to underwrite
municipal revenue bonds used to finance housing, university and dormitory construction.
In April 1987, the Federal Reserve Board approved proposals by banking organizations
to underwrite and deal on a limited basis in specified classes of “bank ineligible”
securities and authorized commercial bank holding companies (BHC’s) to establish
separate Section 20 affiliates. Section 20 subsidiaries would not violate Section 20 of
the Glass-Steagall Act (1933) as long as the revenue generated from the subsidiaries’
ineligible securities activities amounted to no more than 5% of the total revenues they
generated. In September 1989, the Federal Reserve Board raised the limit on revenue
from section 20 activities to 10% and eventually to 25% on August 3, 1996. This last
ruling took effect on March 6, 1997.
Under the Glass-Steagall Act of 1933, there were fifty-one Section 20 subsidiaries
in the US, as of December 31, 1998 (Federal Reserve Board, 1998). Thirty-seven of
these Section 20 subsidiaries had corporate debt and equity underwriting and dealing
powers (Tier II authority). The remaining fourteen Section 20 subsidiaries have only
Tier I authority, which permits them to engage only in underwriting and dealing in
certain types of debt securities (i.e. commercial paper and municipal revenue bonds), but
not corporate debt and equity underwriting and dealing. From examination of IPO
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listings and their respective underwriters from Investment Dealers Digest, only twelve
Section 20 subsidiaries participated in equity IPO underwriting during the four-year test
period of this study. See Schedule 1 for a listing of these Section 20 affiliates.
… Insert Schedule 1 here …
III. DATA AND SAMPLE SELECTION
The sample developed for this study will be used to examine the characteristics
and underpricing of IPOs underwritten by commercial banks relative to those
underwritten by investment houses. The sample needs to consist of both bank and
investment house firm-commitment IPO underwritings after bank entry and must consist
of a non-trivial number of IPOs underwritten by banks, to ensure that the test results are
representative. The sample period is March 7, 1997 to December 31, 1998. Data for the
period January 1, 1995 through March 7, 1997 was also obtained to examine trends in
average issue size by Section 20 underwriters versus other underwriters.
Data on variables, such as industry, size of issue, underwriting fee, offer price,
and first-day market price must be available for the entire sample. Financial firms (one-
digit SIC code 6) are excluded from the study since the nature of pricing and any conflict
of interest among financial firms may be significantly different from that among
nonfinancial firms.29 Additionally, I focus on the top 20 underwriters (rankings based on
dollar value of underwritings) of IPOs during the study period to eliminate bias from
including very small investment bankers. Six of the top 20 underwriters included in the
sample are Section 20 subsidiaries, namely J.P. Morgan Securities, Bankers Trust Alex
Brown Inc., BankBoston Robertson Stephens, NationsBank Montgomery Securites,
10
Citigroup’s Salomon Smith Barney, and Canadian Imperial Bank of Commerce’s
Oppenheimer Corp. The sample consists of 408 IPOs, 104 underwritten by Section 20s
and 304 underwritten by investment houses.
Information about these IPOs, such as issuing company name, date offered,
gross offer amount, number of shares offered, underwriting fee percent, offer price per
share, and lead underwriter was obtained from the “Corporate Market Data” section of
the Investment Dealer’s Digest over the period January 1995 to December 1998. Best-
efforts offerings, IPOs below $1 are excluded.
For each IPO, the first day “quoted” closing price was obtained for IPOs with
offer dates from April 1996 to December 1998 from Hoover’s Online IPO Central after
Market Performance. Since this database only goes back to April 1996, the first day
closing prices for offerings prior to April 1996 were obtained from Standard and Poor’s
(S&P) Daily Stock Price Record.
For each IPO, the S&P market index return was calculated as:
S&P Market Return = [Index (close) – Index (offer)]/Index (offer).
Index (offer) is the S&P Index for the first date the IPO issue is offered and Index (close)
is the S&P Index for the first date the IPO issue goes public. Standard and Poor’s
Indices for 1995 to 1997 were obtained from the S&P Security Price Index Record
(SPIR), page12. S&P Indices for 1998 were obtained from the Statistical Service
Supplement to the S&P SPIR, page 40. Standard and Poor’s 500 composite is a value-
weighted index, having a broad industry coverage and is used extensively by professional
money managers and in academics. For each IPO, a raw initial percent return is
calculated as:
11
Raw initial percent return = (Closing Price – Offer Price)/Offer Price
The closing price represents the closing price on the first day of after market trading for
which a quotation could be found. The offer price is the offer price as reported in
Investment Dealer’s Digest. The underpricing (market-adjusted initial percentage
return) is calculated for each IPO as follows:
Market-adjusted initial percent return = raw initial percent return –
S&P market return.
IV. METHODOLOGY
IV.A. Characteristics
To examine the characteristics of IPOs underwritten by commercial banks
relative to those underwritten by investment houses, univariate t tests and probit
regression models are used. The dependent variable for the probit regression is SECT20,
which is a dummy variable that takes the value of 1 if the lead underwriter is a Section 20
subsidiary of a commercial bank and 0, otherwise (investment house). The independent
variables are:
LN(AMOUNT): The natural log of the size of the issue (in millions of dollars).LN(NUMISS): The natural log of the number of issues underwritten by the underwriter during the test period.INDUSTRY: Stands for a set of industry dummy variables based on one-digit primary SIC codes. For example, if the primary SIC code is 3469, the one-digit primary SIC code is 3. The corresponding dummy variable is 1 and all other industry dummy variables are 0 for that IPO.QUARTER: Stands for a set of quarterly dummy variables based on the quarter during the sample period in which the IPO was brought to market. For example, if the IPO was brought to
12
market on March 12, 1997, the designated quarter would be Q1. The corresponding dummy variable is 1 and all other quarter dummy variables are 0 for that IPO.
LN(AMOUNT) and LN(NUMISS) are used to represent IPO quality and
underwriter reputation. Previous research shows that issue size is inversely related to
underpricing.14,16,30 Other research has shown that market share and number of issues of
the investment banker is highly related to the underpricing of the underwriter.12,31
INDUSTRY and QUARTER are used as control variables as it has also been shown that
underpricing varies according to industry and time period.13,16,22 Specifically I run the
following probit regression5:
SECT20 = 0 + 1 LN(AMOUNT) +2 LN(NUMISS) + 3 INDUSTRY
+ 4 QUARTER
(1)
IV.B. Underpricing of Banks vs. Investment Houses
To examine the underpricing of IPOs underwritten by commercial banks relative
to those underwritten by investment houses, linear regression models are used. The
dependent variables are underpricing (UNDERPRICE) and underwriting fee (FEE). The
computation of underpricing is described above in the data and sample selection section.
Underwriting fee is the gross spread between the offered amount of the IPO and the
proceeds to the issuer, as a percent of the offered amount. The independent variables for
the linear regression models are the same as those described above with SECT20 used as
an additional independent dummy variable that takes the value of 1 if the lead
underwriter is a Section 20 subsidiary of a commercial bank and 0 otherwise (investment
house). Specifically, the following regressions are attempted:
13
UNDERPRICE = 0 + SECT20 + 2 LN(AMOUNT) +3 LN(NUMISS)
+ 4 INDUSTRY + 5 QUARTER
(2)
FEE = 0 + SECT20 + 2 LN(AMOUNT) +3 LN(NUMISS)
+ 4 INDUSTRY + 5 QUARTER
(3)
VI. EMPIRICAL RESULTS
V.A. Characteristics
Commercial banks underwrite a larger proportion of small IPOs than investment
houses. From Table 1, 67% (70 out of 104 IPOs) of bank underwritings were less than
or equal to $45 million, whereas 32% (98 out of 304 IPOs) of investment house
underwritings were less than or equal to $45 million. A univariate test of the difference
in average issue size of Section 20 and investment house underwritings is also conducted.
The mean issue size of bank underwritings was $49 million and that of investment houses
was $159 million. The difference is statistically significant (p<0.01). This result is
consistent with the view that commercial banks focus on underwriting small issues. To
further analyze the trend that banks may be establishing in their focus on small issues, the
trends in average issue size underwritten by banks relative to investment houses over
time are examined. The average issue size of IPOs underwritten by investment houses
increases over the four years reported, whereas the average issue size of Section 20s
decreases. See Table 2. A probit estimation (model 1) is also performed. See Table 3.
The probit results suggest that the main factor determining whether the underwriter is a
Section 20 or investment house is small issue size. The coefficient for LN(AMOUNT) is
significant (p < 0.01). The coefficient on LN(NUMISSUE) is not significant, indicating
14
that number of issues of underwriter is not a significant determinant of whether the
underwriter is a Section 20 or not.
…Insert Tables 1,2,3…
It might be argued that Section 20s are new to IPO underwriting and may be
forced initially to focus on smaller issues to gain expertise, before gaining larger clients.
However, according to a statement by Alan Greenspan, Chairman of the Federal Reserve,
in 1995, the intention of commercial bank entry in securities dealing and underwriting
has been to promote funding of smaller firms.32 Further the results of Gande’s study
corroborate the findings of this study with a similar conclusion about banks focusing on
small new debt issues.4 Their sample period starts four years after the granting of debt
underwriting powers. Although a repeated study on bank participation in equity IPOs, in
several years, after banks have had a chance to gain expertise might reveal different
results, the current evidence does not support the contention that greater universal
banking powers has stunted financing to small firms.
V.B. Underpricing results
To examine pricing characteristics of corporate equity IPOs underwritten by
Section 20s versus investment houses, a multivariate regression (model 2) of type of
underwriter on underpricing is performed. The regression results indicate that
underpricing is lower for Section 20 underwritten IPOs than investment house IPOs
during the sample period, controlling for IPO and underwriter quality, industry and time
period offered. The coefficient on SECT20 (dummy variable) is negative and
statistically significant (p < 0.05). See Table 4. Although not highly significant, the
15
results are consistent with a net certification affect for commercial bank underwritten
equity IPOs.
… Insert Table 4 …
While the results of the tests indicate underpricing of IPOs underwritten by
commercial banks is lower than that of investment houses, banks may have sought to
offset this effect on their potential profits by raising underwriter fees.2 Therefore a
multivariate regression (model 3) of type of underwriter on underwriting fees is
performed. The coefficient on LN(AMOUNT) is negative and statistically significant (p
< 0.01), indicating that underwriting fees are based on the offer size of the IPO. See
Table 5. The regression results indicate that there is no difference between underwriting
fees of Section 20s versus Investment Houses. The coefficient on SECT20 is not
significant. Thus Section 20s do not raise underwriter fees to offset the effect on
potential profits from lower underpricing.
…Insert Table 5…
As a further illustration of the differences between IPOs underwritten by Section
20s versus investment houses, a sub-sample of small to medium sized IPOs (IPOs less
than $90 million) is observed. The sub-sample consists of 295 IPOs (73% of the sample
IPOs), of which 94% of IPOs underwritten by Section 20 are under $90 million and
included in this sample. Sixty-five percent of IPOs underwritten by Investment Houses
are under $90 million and included in the sub- sample. For IPOs smaller than $90
million, the mean underpricing of those underwritten by Section 20s is 17.9% versus
23.9% for those underwritten by investment houses. Further the standard deviation of
underpricing of IPOs underwritten by Section 20s is 31.3% versus 55.8% for IPOs
16
underwritten by investment houses. Standard deviation of underpricing is an indication
of the accuracy of pricing of an IPO and has been used as an indication of underwriter
quality in prior studies.12,26 This further illustrates the focus of commercial banks on
small equity IPOs and their ability to underwrite higher quality small IPOs than those of
investment houses.
17
VI Conclusion
Insofar as commercial banks have reduced costs of information collection
(economies of scope) and more reputation capital at stake than other underwriters, we
should expect lower underpricing for section 20 underwritten IPOs.2,3,4,5,6,7 This study
examines corporate equity initial public offerings (IPOs) underwritten by Section 20
subsidiaries of commercial banks relative to those underwritten by non-Section 20
underwriters (investment houses). Consistent with a net certification effect for banks,
corporate equity IPOs underwritten by Section 20 subsidiaries have lower underpricing
than those underwritten by investment houses. This finding is consistent with previous
literature which find a net certification effect in the underwriting of debt securities.4,6,,7,8,9
Second, commercial banks bring a relatively larger proportion of small equity
IPO issues to market. Contrary to the contention that universal banking stunts
availability of financing to small firms, bank underwriting appears to benefit small firms.
Further Section 20s do not increase underwriting fees to offset the effect on potential
profits from lower underpricing. The focus Section 20s focus on small IPOs results in a
higher quality for the IPOs they underwrite, as indicated by a lower standard deviation of
underpricing.
If investors perceive an absence of conflict of interest, they will be willing to
pay higher prices for the securities. The higher prices (lower underpricing) of new
equity securities underwritten by commercial banks, found in this study is consistent with
the absence of conflicts of interest, which has also been documented in previous
studies.4,5,6,9
18
Schedule 1
Schedule 1 reports the section 20 subsidiaries and the parent organizations (as of December 31, 1998) that participated in equity IPO underwriting during one of the years included in this study (1995-1998)
Section 20 subsidiary Parent organization
ABN AMRO Inc. ABN AMRO BankBankBoston Robertson Stephens BankBoston Corporation
BT Alex, Brown, Inc. Bankers Trust NY CorporationCIBC Oppenheimer Corp Canadian Imperial Bank
Of CommerceDeutsche Bank Securties Inc. Deutsche Bank
Fifth Third Securities Fifth Third BancorpJ.P. Morgan Securities J.P. Morgan & Co., Inc.
Montgomery Securities NationsBankNesbitt Burns Securities, Inc. Bank of MontrealPiper Jaffray, Inc. U.S. BancorpSalomon Smith Barney, Inc. CitigroupSG Cowen Securities Corporationa Societe Generale
19
A SG Cowen Securities Corporation did not issue any equity IPOs since their formation as a section 20 subsidiary in June 1998.
Table 1Descriptive Summary of Sample
Section 20 No. Mean issue size ($k)
Investment House No. Mean issue size ($k)
All issues in sub-sample
Small Issues (less than or equal to $45m)
Large Issues (greater than $45m)
104 49,279
70 31,909
34 85,041
304 159,355
98 32,107
206 219,891
This table classifies the bank sample based on issue size into small (less than or equal to $45 million) and large (greater than $45 million) categories. k represents thousands.
20
Table 2Aggregate issue size over time and by underwriter type
YearSection 20
Percent Mean issue < $45 million size ($m)
Investment House Percent Mean issue < $45 million size ($m)
1995
1996
1997
1998
All issues
not reported
67% $63
67% $51
68% $46
57% $70
51% $93
42% $121
25% $205
This table presents the average issue size (in millions of dollars) and the percent of IPOs under $45 million of initial public offerings underwritten by Section 20s and investment houses for four years, 1995-1998.
21
Table 3Probit estimations – commercial bank versus investment house IPOs
Variable Coefficient t valueInterceptLN(AMOUNT)LN(NUMISSUE)
0.745-0.133 0.046
4.946a
-5.508a
1.195
F value 6.648 p-value 0.000a
Observations 408 R2 .131
This table presents results of the probit regression (model 1). The dependent variable is a dummy variable, SECT20, assigned the value one if the lead underwriter is a Section 20 subsidiary of a commercial bank and zero otherwise. The independent variables are as follows: LN(AMOUNT) is the natural logarithm of the offered amount of the initial public offering. LN(NUMISSUES) is the natural
22
logarithm of the number of IPOs brought to market by the lead underwriter of the IPO issue. INDUSTRY is a set of industry dummy variables based on one digit SIC codes. QUARTER stands for a set of quarterly dummy variables based on the quarter during the sample period in which the IPO was brought to market. The point estimates and t values for the industry and quarter dummies are not reported, though are included in the regressions. a, b, and c stand for significant at 0.01, 0.025, and 0.05
Table 4Multivariate tests for underpricing of commercial bank versus investment house
underwritings of IPOs
Variable Coefficient t valueInterceptSECT20LN(AMOUNT)LN(NUMISSUE)
56.533-8.533-2.310 0.800
3.619a
-1.692c
-.916.207
F value 6.042 p-value 0.000a
23
Observations 408 R2 .132
This table presents results of the multivariate regression analysis (model 2). The dependent variable is the underpricing of the IPO. The independent variables are as follows: SECT20 is a dummy variable, assigned the value 0 if the lead underwriter is a Section 20 subsidiary of a commercial bank and zero otherwise. LN(AMOUNT) is the natural logarithm of the offered amount of the initial public offering. LN(NUMISSUES) is the natural logarithm of the number of IPOs brought to market by the lead underwriter of the IPO issue. INDUSTRY is a set of industry dummy variables based on one digit SIC codes. QUARTER stands for a set of quarterly dummy variables based on the quarter during the sample period in which the IPO was brought to market. The point estimates and t values for the industry and quarter dummies are not reported, though are included in the regressions. a, b, and c stand for significant at 0.01, 0.025, and 0.05.
Table 5Multivariate tests for underwriting fees of commercial bank versus investment
house underwritings of IPOs
Variable Coefficient t value
24
InterceptSECT20LN(AMOUNT)LN(NUMISSUE)
8.767-0.040-0.502 0.016
38.683a
-0.559-12.568a
0.303
F value 12.746 p-value 0.000a
Observations 408 R2 .422
This table presents results of the multivariate regression analysis (model 3). The dependent variable is the underwriting fee of the IPO. The independent variables are as follows: SECT20 is a dummy variable, assigned the value 0 if the lead underwriter is a Section 20 subsidiary of a commercial bank and zero otherwise. LN(AMOUNT) is the natural logarithm of the offered amount of the initial public offering. LN(NUMISSUES) is the natural logarithm of the number of IPOs brought to market by the lead underwriter of the IPO issue. INDUSTRY is a set of industry dummy variables based on one digit SIC codes. QUARTER stands for a set of quarterly dummy variables based on the quarter during the sample period in which the IPO was brought to market. The point estimates and t values for the industry and quarter dummies are not reported, though are included in the regressions. a, b, and c stand for significant at 0.01, 0.025, and 0.05.
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Table 6Descriptive Summary of Small to Medium IPOs
Num. Percent Mean Standard Deviation ofIssues of Total Underpricing Underpricing
IPOs under $90 million
Section 20
Investment House
295 73% 21.9% 49.1%
98 94% 17.9% 31.3%
197 65% 23.9% 55.8%
This table classifies the bank sample based on issue size into small (less than or equal to $90 million) and large (greater than $90 million) categories.
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References
(1) Non-bank activities are also referred to as Section 20 activities and ineligible activities. These activities include, primarily, underwriting and dealing in corporate securities. Other ineligible activities include selling real estate, insurance, and computer services.
(2) Puri, M. (1999) ‘Commercial Banks as Underwriters: Implications for the Going Public Process’, Journal of Financial Economics 54, 2, pp. 133-163.
(3) Kanatas, G. and Qi, J. (1998) ‘Underwriting by Commercial Banks: Incentive Conflicts, Scope Economies, and Project Quality’, Journal of Money, Credit, and Banking 30, 1.
(4) Gande, A., Puri, M., Saunders, A. and Walter, I. (1997) ‘Bank Underwriting of Debt Securities: Modern Evidence’, The Review of Financial Studies 10, 4, pp. 1175-1202.
(5) Puri, M. (1996) ‘Commercial Banks in Investment Banking: Conflict of Interest or Certification Rule?’, Journal of Financial Economics 40, pp. 373-401.
(6) Kroszner, R. and Rajan, R. (1994) ‘Is the Glass-Steagall Act Justified? A study of the U.S. Experience with Universal Banking Before 1933’, American Economic Review 84, pp. 810-832.
(7) Benston, G. (1990) ‘The Separation of Commercial and Investment Banking’, Oxford: Oxford University Press.
(8) Gande, A., Puri, M. and Saunders, A. (1999) ‘Bank Entry, Competition, and the Market for Corporate Securities Underwriting’, Journal of Financial Economics 54, 2, pp. 165-195.
(9) Puri, M. (1994) ‘The Long-Term Default Performance of Bank Underwritten Security Issues’, Journal of Banking and Finance 18, 2, pp. 397-418.
(10) Chemmanur, T. and Fulghieri, P. (1994) ‘Investment Bank Reputation, Information Production and Financial Intermediation’, Journal of Finance 49, pp. 57-79.
(11) Rock, K. (1986) ‘Why New Issues are Under-Priced’, Journal of Financial Economics 15, pp. 187- 212.
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(12) Carter, R. and Dark, F. and Singh, A. (1998) ‘Underwriter Reputation, Initial Returns, and the Long-Run Performance of IPO Stock’, Journal of Finance 53, 1, pp. 285-311.
(13) Michaely, R. and Shaw, W. (1994) ‘The Pricing of Initial Public Offerings: Tests of Adverse Selection and Signaling Theories’, The Review of Financial Studies 7, pp. 279-319.
(14) Chalk, A. and Peavy, J. (1989) ‘Understanding the Pricing of Initial Public Offerings’, in Chen, editor: Research in Finance (JAI Press, Greenwich, CT)
(15) Miller, R. and Reilly, F. (1987) ‘An Examination of Mispricing, Returns, and Uncertainty for Initial Public Offerings’, Financial Management 16, 2, pp. 33-38.
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(17) Ibbotson, R. (1975) ‘Price Performance of Common Stock New Issues’, Journal of Financial Economics 2, pp. 235-272.
(18) Ibbotson, R. and Jaffe, J. (1975) ‘“Hot issue” Markets’, Journal of Finance 30, pp. 1027-1042.
(19) Logue, D. (1973) ‘On the Pricing of Unseasoned Equity Issues: 1965-1969’, Journal
of Financial and Quantitative Analysis 8, pp. 91-103.
(20) Myers, S. and Majluf, N. (1984) ‘Corporate Investment and Financing Decisions When Firms Have Information that Investors Do Not Have’, Journal of Financial Economics 13, pp. 187- 222.
(21) James, C. (1987) ‘Some Evidence on the Uniqueness of Bank Loans’, Journal of Financial Economics 19, pp. 217-236.
(22) Nanda, V. and Yun, Y. (1997) ‘Reputation and Financial Intermediation: An Empirical Investigation of the Impact of IPO Mispricing on Underwriter Market Value’, Journal of Financial Intermediation 6, pp. 39-63.
(23) Lin, T. (1996) ‘The Certification Role of Large Block Shareholders in Initial Public Offerings: The Case of Venture Capitalists’, Quarterly Journal of Business and Economics Spring, 35, 2, pp. 55-66.
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(25) Megginson, W. and Weiss, K. (1991) ‘Venture Capitalist Certification and Initial Public Offerings’, Journal of Finance 46, pp. 879-904.
(26) Carter, R. and Manaster, S. (1990) ‘Initial Public Offerings and Underwriter Reputation’, Journal of Finance September, pp. 1045-1067.
(27) This is the fundamental argument that motivated prohibition of bank underwriting and imposition of the Glass-Steagall Act of 1933.
(28) Ten IPOs were underwritten by Section 20 subsidiaries of commercial banks prior to March 7, 1997. Nine were underwritten by J. P. Morgan and one was underwritten by BankBoston Robertson Stephens.
(29) Financial firms (SIC one-digit code 6) are excluded from the study since the nature of pricing of financial firms has been shown in studies by Gande, Puri & Saunders and Michaely & Shaw to be significantly different from that among nonfinancial firms.8,13 Also the focus of this study is on corporate IPOs.
(30) Beatty, R. and Ritter, J. (1986) ‘Investment Banking Reputation and the Under-
pricing of Initial Public Offerings’, Journal of Finance and Economics 15, pp. 213-232.
(31) Beatty, R. and Welch, I. (1996) ‘Issuer Expenses and Legal Liability in Initial Public Offerings’, Journal of Law and Economics 39, pp. 545-602.
(32) Greenspan, A. (1995) ‘Statement by Alan Greenspan, Chairman, Board of Governors of the Federal Reserve System, before the Committee on Banking and Financial Services, U.S. House of Representatives’, February 28, 1995, Federal Reserve Bulletin, 81, 4, pp. 349-355.
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