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The Journal of Finance - 2020 - ILIEV - Venturing Beyond The IPO Financing of Newly Public Firms by Venture Capitalists
The Journal of Finance - 2020 - ILIEV - Venturing Beyond The IPO Financing of Newly Public Firms by Venture Capitalists
See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
THE JOURNAL OF FINANCE • VOL. LXXV, NO. 3 • JUNE 2020
ABSTRACT
Contrary to conventional wisdom, we document that approximately 15% of venture
capitalist (VC)-backed firms raise additional capital from VCs in the five years af-
ter going public. We propose two explanations for why firms revert to VC financing
post-IPO (initial public offering). First, we hypothesize that VC participation in post-
IPO financing represents an efficient solution to informational problems that would
otherwise constrain firms’ abilities to exploit value-increasing investments. Analy-
ses of firm and VC characteristics, together with the finding that these investments
are value-increasing for both VCs and the underlying companies, support this hy-
pothesis. We find no support for the alternative that agency conflicts motivate these
investments.
We thank Dan Bradley; Casey Dougal; Matt Gustafson; Fabrice Herve; Jay Ritter; Anil Shivdasani
(a referee); Ralph Walkling; participants at the 2015 ENTFIN Conference at Lyon Business School,
2017 SFS Finance Cavalcade, 2017 Western Finance Association Meeting; and seminar partici-
pants at Aalto University, Drexel University, Pennsylvania State University, Rutgers University,
Purdue University, Temple University, the University of Arizona, and the University of Tennessee
Smokey Mountains Conference. Michelle Lowry thanks the Raj & Kamla Gupta Governance In-
stitute for financial support. We have read The Journal of Finance disclosure policy and have no
conflicts of interest to disclose.
Correspondence: Michelle Lowry, Drexel University, finance department, 3220 Market St,
Philadelphia, PA 19104; e-mail: michelle.lowry@drexel.edu.
DOI: 10.1111/jofi.12879
C 2020 the American Finance Association
1527
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1528 The Journal of FinanceR
product to market, stating that, “We view the increased support of Vulcan as
a powerful endorsement of our success.”1
Viewing an IPO as the point at which public equity financing becomes
cheaper than VC financing, the patterns above raise the question of what leads
firms to revert to VC financing after going public. We focus on two factors that
potentially cause the relative cost of VC financing to decrease, and cause VC
financing to dominate other forms of capital for newly public firms. We refer to
these as the Information Asymmetry Hypothesis and the Agency Hypothesis.
The Information Asymmetry Hypothesis posits that VC participation in post-
IPO financing is an efficient solution to informational problems that would oth-
erwise constrain firms’ ability to exploit value-increasing investments. Many
newly public firms are undergoing rapid growth and change, making them sen-
sitive to unexpected shocks. Akerlof (1970) and Myers and Majluf (1984) show
that high information asymmetry in such firm-years can make it prohibitively
costly to raise public equity because investors rationally conclude that on aver-
age such firms are overvalued. Further, for many firms, a lack of collateralizable
assets prevents debt from being a viable alternative. Absent an intermediary
that has a comparative advantage in overcoming this information asymmetry,
firms are better off not raising financing, even if the lack of capital forces them
to forgo positive net present value (NPV) projects. The experience, skill set, and
information advantage of the VC give it a unique advantage in overcoming this
information asymmetry and identifying companies with positive NPV projects.
A VC’s comparative advantage, as posited by the Information Asymmetry
Hypothesis, stems from several sources. First, the VC’s prior interactions with
a given firm or with similar firms enable it to better assess “true” firm value.
Second, the VC’s in-depth industry knowledge makes it easier for management
to convey its business model and projected uses of capital. Finally, VCs have
relatively long investment time horizons, suggesting they may have less liquid-
ity pressures than other providers of capital. In sum, VCs are well positioned
to prevent a market breakdown of the type discussed by Akerlof (1970).
The Agency Hypothesis, in contrast, is based on the idea that VCs are moti-
vated by factors other than just the NPV of underlying investments. As shown
by Carpenter (2000) and discussed by Barrot (2017) and Nanda and Rhodes-
Kropf (2018), the convexity of VC compensation contracts incentivizes man-
agers to condition investment decisions on prior performance. VCs typically
earn a 2% management fee that is based on the total capital raised from lim-
ited partners (LPs), plus 20% of cumulative fund profits (commonly referred to
as carried interest). This convexity incentivizes managers of poorly performing
funds to invest in high-risk companies—they face little downside if these gam-
bles do not pay off, but substantial upside if they do. At the same time, managers
of funds with high past performance are incentivized to invest in lower risk com-
panies, to lock in the carried interest.2 In sum, the structure of compensation
contracts can motivate VCs to prioritize risk over NPV. Although public firms
may be either high or low risk on average, the key potential advantage of public
firms is their higher liquidity, which enables VCs to lock in gains more quickly.
VC investments in public firms generally represent private investments in pub-
lic equity (PIPEs). In such investments, the investor can sell shares any time
after the shares are registered, typically three to four months after the offering.
Agency-related factors are likely to be particularly strong among young VC
firms. Gompers (1996) concludes that younger VC firms have greater needs
to establish a strong record quickly, so as to increase their ability to raise
follow-on funds. Lee and Wahal (2004), Tian and Wang (2014), and Barrot
(2017) provide additional support for such dynamics.
To test these two alternative hypotheses, we examine the post-IPO VC
financings from a variety of angles. Our first set of tests examines the charac-
teristics of firm-years with post-IPO VC financing, and the types of VCs that
provide this financing, using measures for the extent of a firm’s information
asymmetry, market conditions, the VC’s information advantage, and the VC’s
agency costs. We contrast the relevance of these factors across four forms of
financing: seasoned equity offerings (SEOs), syndicated loans, PIPEs in which
no VC belongs to the syndicate (which we heretofore refer simply to as PIPEs),
and post-IPO VC financings.3 Among our sample of venture-backed IPO firms,
68% raise additional capital within five years of going public through one of
these means. The lowest percentage relies on PIPEs (10%) and the greatest
percentage relies on syndicated loans (41%). The percentage of firms raising
capital from a VC, 15%, lies between these two extremes.
Differences in firm characteristics across these various forms of financing are
striking. Most pertinent to our analysis, only post-IPO VC financings are char-
acterized by firms with particularly high information asymmetry and by the
pre-IPO VC investors (which are more likely than any other VC to invest after
the IPO) having a particularly high comparative advantage in overcoming this
asymmetry. None of the other three forms of post-IPO financing is characterized
by both these features. This difference is consistent with firms strategically
choosing the optimal form of financing, and with information asymmetry being
a driving factor behind a firm’s decision to turn to VCs for this financing.
Tests at the VC level, which enable us to measure the information advantage
of potential VC investors more precisely, provide further support for the
Information Asymmetry Hypothesis. Across all VCs in our sample, those with
the greatest information advantage, for example those that have previously
invested in the firm or that serve on the firm’s Board of Directors, are consis-
tently significantly more likely to provide such financing. Across a battery of
specifications, we find no evidence that VCs’ agency-related motivations, for
staying smaller (because VC success is not scalable). The implication is that the marginal benefits
of performance are more limited above certain thresholds.
3 Most post-IPO VC financings are structured as PIPEs, but for clarity we refer to them as
post-IPO VC financings.
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1530 The Journal of FinanceR
example, as related to the fund’s prior performance or the age of the VC firm,
are associated with their propensity to provide financing to recent IPO firms.
Our second set of tests focuses on returns of firms with these post-IPO
financings, a dynamic for which the two hypotheses offer distinct predictions.
Specifically, we examine VCs’ returns on these investments, stock returns
around post-IPO financing announcements, and stock returns over longer
horizons following these external financings. Using data on the precise terms
at which VCs invest, we find that over the 12 months following the investment,
VCs earn abnormal returns of approximately 31 percentage points. Our results
suggest that these high returns are related to VCs’ comparative advantage
in overcoming information asymmetry, as other investors providing similar
types of PIPE financing without VC involvement do not earn similar returns.
For example, analogous returns among hedge funds, which have fewer ties to
the companies they invest in and less experience with young firms, are only 4
percentage points over the same 12-month period.
If a VC investor has a unique ability to overcome information asymmetry,
then VC financings should be associated with positive abnormal stock returns
at announcement, for two reasons. First, VC financings should provide a
positive signal regarding firm value. Second, post-IPO VC financings should
cause firm value to be higher than it otherwise would be, if firms were unable
to obtain financing at equally good terms from other sources. Consistent with
these predictions, abnormal returns over the (–2, +10) window equal 7%.
Moreover, abnormal returns are greatest when firms likely face the most
frictions in raising capital from other sources: 11% to 12% during periods of
lower market returns and more volatile market returns, compared to 2% to 5%
in periods of greater stability and stronger market performance. We also find
that the abnormal returns are greatest, 14% to 15%, among cases in which
the VC has a director on the board and/or owns shares prior to the financing.
In aggregate, both the positive sign on average returns and the subsample
differences provide strong support for the Information Asymmetry Hypothesis,
whereas they do not support the Agency Hypothesis.
We find no evidence that the high announcement returns reverse over time.
This result contrasts with the negative average long-run abnormal returns
observed after PIPE financings (see, e.g., Hertzel et al. (2002)). We also find
no evidence that firms underperformed prior to the post-IPO VC financing.
Finally, we also find that VC investments are significantly more likely than
other PIPE investments to include board representation, consistent with a
longer term commitment to the company. VCs’ long-term commitments to
companies suggest that liquidity is not the primary motivation behind these
investments.
In sum, results from multiple tests provide consistent support for the
Information Asymmetry Hypothesis. VCs have a unique ability to identify
positive NPV investment opportunities among newly public firms, and these
investments benefit VC firm investors. In the final part of the paper, we go a
step further and examine whether these financings have a positive causal effect
on the underlying firms. We predict that a newly public firm’s ability to raise
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Venturing beyond the IPO 1531
capital from their VC investor reduces the risk related to raising external
capital and thus should be valuable.4
To empirically examine the benefits of VC support and the extent to which
the market prices such benefits, we rely on the fact that one of the strongest
predictors of whether a VC invests after the IPO is whether it invested prior
to the IPO. We consider the following strategy: we go long companies backed
prior to their IPO by a VC with a high tendency to fund newly public firms after
the IPO, and we short all other VC-backed IPOs. Consistent with post-IPO
VC financings having positive value, returns on this long-short portfolio are
significantly positive. We also find that companies are significantly less likely
to delist for poor performance if they were funded prior to the IPO by a VC
with an above-median tendency to fund companies post-IPO. Interestingly,
these findings are concentrated among firms backed prior to the IPO by lower
ranked VCs, that is firms more likely to face challenges in raising capital.
Taken together, these results are consistent with the option to revert back to
VC financing after going public having positive value.
Our paper contributes to the literature on financial constraints and the
factors that lead intermediaries to specialize in different types of financing.
Although there is disagreement on how to best identify financially constrained
firms (see, e.g., Kaplan and Zingales (1997), Whited and Wu (2006), Hadlock
and Pierce (2010), Farre-Mensa and Ljungqvist (2016)), it is widely agreed
that access to capital is critical and information asymmetry can impede access
to capital. Hertzel, Huson, and Parrino (2012) conclude that newly public firms
raise capital in stages to overcome the costs related to information asymmetry.
Diamond (1984), Ramakrishnan and Thakor (1984), and Fama (1985) argue
that a single private lender can mitigate information asymmetry, and Boot
(2000), Bharath et al. (2011), and Hadlock and James (2002) show that the
advantages of external financing are greater when firms establish long-term
relationships with banks. Our findings suggest that VCs’ industry expertise
enables them to play a similar role in newly public firms. Our findings
also highlight the extent to which many newly public firms are financially
constrained. Despite often having substantial cash holdings, their high growth
trajectories and high information asymmetry result in insufficient access to
either debt or equity to fulfill their capital demands.
Our paper also contributes to the literature on the role of VCs. Sahlman
(1990), Lerner (1995), and Gompers and Lerner (1996), among others, high-
light VCs’ role in young private firms, where VCs’ presumed objective is to
exit through an IPO or acquisition. A small number of papers examine VCs’
investments in public firms. Chaplinsky and Haushalter (2012) examine VCs’
investments across a broad spectrum of public firms, focusing on the extent
to which VCs profit from these investments, and both Celikyurt, Sevilir, and
4 For example, Stiglitz and Weiss (1981) develop a model in which banks that face informa-
tionally asymmetric borrowers do not offer loans at higher rates because this would lead to more
bankruptcies. The result is unfunded projects in equilibrium.
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1532 The Journal of FinanceR
Shivdasani (2012) and Dai (2007) focus on later stages in firms’ life cycles.5
In contrast to these papers, we focus on VCs’ investments within the first few
years after the IPO, a unique point in firms’ life cycles when VCs have a strong
comparative advantage in overcoming information asymmetry. To the best of
our knowledge, we are the first to examine the ways in which VCs work with
newly public firms to alleviate problems related to financial constraints.
The remainder of the paper is organized as follows. In Section I, we describe
the data and present descriptive statistics. In Section II, we investigate
whether the types of firms receiving this financing and the types of VCs
providing it are more consistent with information asymmetry factors or agency
factors. In Section III, we examine the returns to the VCs providing this
financing, and in Section IV, we provide evidence on the firms’ market perfor-
mance around these post-IPO VC investments. In Section V, we investigate
whether firms benefit from the availability of this financing. Finally, Section VI
concludes.
A. Post-IPO VC Financings
The VentureXpert Database of Thomson Financial SDC Platinum includes
VC financing rounds that occur both prior to as well as following the IPO. We
focus on VC financings that occur up to five years after the IPO. The five-year
cutoff follows the definition of newly public firms used in prior literature
(see, e.g., Field, Lowry, and Mkrtchyan (2013)). We omit cases in which firms
received VC financing within the first seven days after the IPO because in
many of these cases the VC stated its intention to invest within the prospectus.
5 Celikyurt et al. (2012) find that VCs frequently sit on the boards of mature companies, but
they emphasize that many of these companies have been public for many years and were never
VC-backed. Dai (2007) similarly focuses on older firms, and he focuses on the effects of investor
identity in providing PIPE-type financing.
6 To identify reverse LBOs, we rely on the SDC flag for IPOs in the 1985 to 1987 and 1993 to
1995 periods, we thank Laura Field for providing data on IPOs between 1988 and 1992 (as used
in Field and Field and Karpoff (2002)), and we read through the company background portion of
prospectuses for IPOs in 1996 and thereafter.
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Venturing beyond the IPO 1533
Across the 1985 to 2010 sample period, Thomson data identify 29% of
VC-backed IPO firms as receiving venture financing subsequent to the IPO.
Although much of the literature relies on Thomson data similar to those
described above to analyze VC investments prior to the IPO, to err on the side
of caution we conduct a substantial data-verification exercise to confirm the
validity of the post-IPO VC investments. Specifically, we search SEC filings on
EDGAR to verify each VC investment within five years of the IPO (as recorded
in VentureXpert). Because EDGAR filings begin in 1995, this restricts our
sample to the 1,755 IPOs between 1995 and 2010.7 Our final sample consists
of 268 verified cases of post-IPO VC investments across a total of 1,755 IPOs
over the 1995 to 2010 period—a rate of 15%. Because not all VC financings
would be required to be reported to the SEC, this “verified sample” likely
understates the extent of such financings. Nevertheless, to be conservative we
rely on this sample throughout the remainder of the paper.
Figure 1 depicts the rates of post-IPO VC financing using the verified sample.
Each year, between 6% and 20% of all VC-backed IPO firms receive additional
VC funding after the IPO (solid line).8 We observe some evidence of a time-
series pattern, with companies whose IPOs were followed by market downturns
being more likely to turn to VCs for post-IPO financing. This is consistent with
newly public companies finding it difficult to raise external capital during
such periods. Of the 268 firms with post-IPO VC financing, 166 (62%) receive
funding from a VC that also funded the firm prior to the IPO (dashed line).
Although VC funds’ ability to invest in firms after they go public is poten-
tially constrained by the 10-year average fund life, two factors mitigate this
constraint. First, VC funds can request extensions, and anecdotal evidence
suggests they often do. To quote from a 2015 Wall Street Journal article,
“About 12% of (private equity) funds liquidated last year had wound up by
their 10th year. A further 29% had liquidated within 12 years, 33% by the 14th
year, 14% by year 16, 7% by year 18 and 5% by year 19.”9 Second, in some
cases in which the same VC firm invested both prior to and after the IPO, the
post-IPO investment was made by a follow-on fund.10
For the 268 firms with post-IPO VC financing, we hand-collect data from
proxy statements on ownership and board seats held by each VC as of the
7 Company filings in our search include registration statements of new publicly traded securities
(S-3 and S-1), statements of beneficial ownership (13G), announcements of significant company
events (8K), and announcements of material changes in the holdings of company insiders (Form
4).
8 Figure IA.1 in the Internet Appendix shows analogous patterns using the full Thomson data
sample, regardless of whether we can confirm the financings via SEC filings. The Internet Appendix
is available in the online version of this article on The Journal of Finance website.
9 “Average private equity fund life span exceeds 13 years,” Wall Street Journal March 31, 2015,
https://blogs.wsj.com/privateequity/2015/03/31/average-private-equity-fund-life-span-exceeds-13-
years/.
10 We can identify the VC fund that participated in each round in approximately 72% of the
cases with both pre-IPO and post-IPO funding. In 58% of these cases, we find that the same fund
that provided financing prior to the IPO also provided financing after the IPO.
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1534 The Journal of FinanceR
Figure 1. Fraction of VC-backed firms that receive VC financing after the IPO. Our ini-
tial sample consists of VC-backed IPOs between 1995 and 2010, defined as IPOs for which SDC
identifies the company as having received funding from a VC prior to the IPO. We exclude REITs,
ADRs, closed-end funds, unit offerings, reverse LBOs, and IPOs with an offer price of less than $5.
We further require all firms to have CRSP and Compustat data. Post-IPO VC funding is defined
as a firm receiving funding from a VC between eight days and five years post-IPO, as reported in
VentureXpert and verified through SEC filings. The solid line shows the percentage of firms that
receive VC financing between eight days and five years post-IPO, and the dashed line shows the
percentage of firms that receive VC financing during this same interval from a VC that also funded
the company prior to the IPO. (Color figure can be viewed at wileyonlinelibrary.com)
last fiscal year-end prior to the financing.11 We obtain deal terms from the
PlacementTracker database, including details on securities purchased, terms at
which these securities were purchased, and dollar amount of the funding round.
For comparison purposes, we collect these data for both post-IPO VC financings
and PIPEs without VC participation, within our sample of newly public firms.
Although we explicitly exclude reverse LBOs, the line between VC and
private equity can be blurred, with some firms participating in both (e.g.,
Warburg Pincus). Such issues notwithstanding, the SDC VC-backed flag
appears to capture important variation. Of the 1,755 IPOs over the 1995 to
2010 period, the Thomson New Issues Database VC-backed flag equals “yes”
11 When no proxy statement precedes the financing, for example because the firm obtained
financing within the first year after the IPO, we employ data from the IPO prospectus. In total, we
obtain this information for 238 firms.
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Venturing beyond the IPO 1535
12 We also include a control for Startup Firm in the empirical tests. As we discuss below, this
measure is consistently insignificant—a fact that further mitigates concerns related to our sample
composition.
13 Across the four cases in which we do not find an SEC form, we observe an increase in shares
outstanding around this time. In many cases, the increase in shares outstanding times the share
price at that time is approximately equal to the round amount. This evidence is consistent with
our conservative sample construction approach leading us to understate the frequency of these
post-IPO VC investments.
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1536 The Journal of FinanceR
Table I
Descriptive Statistics
Our initial sample consists of VC-backed IPOs between 1995 and 2010, defined as IPOs for which
SDC identifies the company as having received funding from a VC prior to the IPO. We exclude
REITs, ADRs, closed-end funds, unit offerings, reverse LBOs, and IPOs with an offer price of less
than $5. We further require all firms to have CRSP and Compustat data. Post-IPO VC funding
is defined as a firm receiving funding from a VC between eight days and five years post-IPO, as
reported in VentureXpert and verified through SEC filings. Panel A provides descriptive statistics
for the first year with post-IPO data. Column (1) reports means for the 268 firms with post-IPO VC
funding, and column (2) reports means for the 1,487 firms without post-IPO VC funding, though
missing data cause some of the VC variables to be based on fewer observations. In the third column,
***, **, and * indicate that the difference is significant at the 1%, 5%, and 10% levels, respectively.
Panel B reports descriptive statistics on the deal terms, across the 301 rounds of 240 unique
companies with post-IPO VC investments and for which data are available on PlacementTracker.
Panel C reports descriptive statistics for the subsample of 238 unique companies that received
post-IPO VC financing and for which we have data on the firm’s board composition and ownership
structure as of the last proxy prior to the post-IPO VC financing. Variable descriptions are provided
in Appendix C.
(Continued)
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Venturing beyond the IPO 1537
Table I—Continued
Post-IPO VC Investments
Panel C: Board Composition and Ownership Structure among Companies with Post-IPO VC
Financing
Ouimet, and Sialm (2009) for PIPEs, and in Table IA.I in the Internet Appendix
we show that there are few significant differences in company characteristics
between companies that raise capital from VCs versus those that raise capital
through other PIPEs (in which VCs are not part of the funding syndicate).
In contrast, characteristics of pre-IPO VCs differ from those of post-IPO
VCs. Firms that receive post-IPO VC funding were backed prior to the IPO
by VCs with significantly higher industry experience and higher ownership,
consistent with the providers of post-IPO funding likely having greater ability
to overcome information asymmetry. However, we also find that the pre-IPO
VCs of these firms are significantly more likely to have experienced low success
rates on recent investments, which is consistent with the Agency Hypothesis.
Finally, pre-IPO VCs are more likely to be top 10 based on Nahata’s (2008)
ranking, which is based on the dollar value of companies taken public by the
VC as a fraction of all VC-backed IPOs over the same period. We test the
robustness of these differences using multivariate tests in the next section.
Panel B of Table I presents descriptive statistics on deal terms, for deals
with available data in PlacementTracker. Our sample consists of 301 rounds
(which by definition all occur within the first five years after the IPO) across
191 unique firms. The average (median) round size is $33 ($18) million dollars,
which represents 33% (18%) of market capitalization. The majority of deals,
65%, include common stock, but deals are frequently structured to include war-
rants in an effort to capture the upside potential of the firm. Only 14% of deals
are registered at the time of financing, and on average shares are registered
118 days after the financing, which means that investors cannot sell until that
point. Investors typically invest at a discount, which is in line with findings
among broader PIPE samples (see, e.g., Chaplinsky and Haushalter (2010)).
Somewhat more unique to this sample is the rate of board representation. In
15% of deals, VC investors obtain board representation as part of the deal,
whereas Billett, Elkamhi, and Floros (2015) document that such terms are rare
among PIPEs more generally. Finally, the use of proceeds is most frequently
listed as working capital (53%), followed by funding a specific project (37%).
Panel C highlights the high level of involvement of VCs that provide post-IPO
financing, measured immediately prior to this financing. This involvement is
notable given that these financings occur up to five years after the IPO. The
Post-IPO VCs have directors sitting on the board in 48% of cases and own shares
in 45% of cases. Perhaps more surprisingly, VCs other than the one providing
post-IPO funding are also heavily involved, sitting on the board in 70% of cases.
These findings are consistent with Field, Lowry, and Mkrtchyan (2013), who
argue that VCs’ experience is useful on boards of newly public firms.
Figure 2. Extent to which firms rely on multiple sources of financing. The sample consists
of VC-backed IPOs between 1995 and 2010, as described in Figure 1 and Table I. The figure plots
the percentage of firms that raise capital during the first 60 months after the IPO from a VC, via a
PIPE (where no VC belongs to the funding syndicate), through an SEO, and through a syndicated
loan. (Color figure can be viewed at wileyonlinelibrary.com)
14 By our definition, PIPEs and post-IPO VC financing are mutually exclusive. In other words, a
PIPE in which we can verify that a VC is involved is not included in our PIPE sample. In addition
to these four financing types, a small percentage of newly public firm issue bonds, however such
cases are particularly rare within our sample of firms that were VC backed prior to the IPO and
thus belong to high-tech industries. Figure IA.3 in the Internet Appendix provides additional detail
regarding these financings, for example, the relative amount of capital raised over the first five
years.
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1540 The Journal of FinanceR
15 We estimate OLS regressions rather than logistic regression to allow the inclusion of fixed
effects.
16 See, for example, Barclay and Hendershott (2004); Vega (2006); Duarte, Han, Hartford, and
Young (2008); Bharath, Pasquariello, and Wu (2009); and Kelly and Ljungqvist (2012). We note that
a strength of the bid-ask spread, relative to firm characteristics, is that it is less sensitive to endo-
geneity concerns, for example the possibility that financial constraints cause firms to underspend
on R&D.
Table II
Comparing Sources of Post-IPO Financing, Firm-Level Regressions
The sample consists of VC-backed IPOs between 1995 and 2010, as described in Table I. Firms are included in the sample until they obtain the given
type of financing, or in the event they do not obtain this type of financing until the earlier of delisting or five years after the IPO. In Panel A, each
column reports results of a linear probability model, where the dependent variable is equal to 1 if the firm raised the specified form of financing
within the year: post-IPO VC investment, PIPE (in which no VC belongs to the funding syndicate), SEO, and syndicated loan in columns (1) to (4),
respectively. Fama-French 49 industry fixed effects are included in each regression. Panel B reports results of a multinomial logit specification, where
we define the outcome of each firm to be the first source of post-IPO financing raised (across these same four sources). Each column reports coefficients
corresponding to the respective financing source. Control variables in Panel B (not tabulated) are similar to those shown in Panel A. ***, **, and *
denote statistical significance at the 1%, 5%, and 10% levels, respectively. All variables are defined in Appendix C. In each panel, robust t-statistics
clustered at the firm level are shown in parentheses.
(Continued)
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Table II—Continued
1542
(Continued)
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Table II—Continued
(Continued)
1543
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Table II—Continued
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Venturing beyond the IPO 1545
17 We measure this variable at the VC firm level rather than the VC fund level because, among
post-IPO VC investments by the pre-IPO VC, only about half are by the same fund that funded the
firm prior to the IPO.
18 Results are robust to defining this variable as exits over years –7 to –1 as a percentage of the
Figure 3. Variation across financing types in cyclicality. The sample consists of VC-backed
IPOs between 1995 and 2010, as described in Figure 1 and Table I. For each calendar year in
the sample, the figure plots the percentage of firms (among those that have gone public within
the past five years) that raise capital through one of the following forms of financing: post-IPO VC
rounds, PIPEs (without VC participation), SEOs, and syndicated loans. (Color figure can be viewed
at wileyonlinelibrary.com)
that it is not entirely observable ex ante), and over the three months prior
to the year-end for all other years. We include as additional independent
variables volatility, and volatility interacted with #Pre-IPO VC funds with low
success and #Pre-IPO VC funds with high success. We fail to find that either
of these interaction terms is significant, as the Agency Hypothesis would
suggest. In alternative specifications we omit cases in which the post-IPO VC
financing occurs within the first three months, and we similarly fail to find
any evidence consistent with the Agency Hypothesis.
Second, a disadvantage of including the market condition variables is that
we cannot include year fixed effects. Given the many factors that potentially
cause these financings to vary over time, we re-estimate regressions including
year fixed effects and excluding market conditions. As reported in Table IA.III
in the Internet Appendix, after including year fixed effects, the positive effects
of information asymmetry continue to be significant in explaining post-IPO
VC financing, whereas the agency proxies continue to be insignificant.
Third, we examine whether the findings above are sensitive to the type
of VC that provides funding. Specifically, we re-estimate the regressions in
column (1) of Table II, subsampling based on whether the VC also funded
the firm prior to the IPO and whether the VC is among the top 10. As
shown in Table IA.IV in the Internet Appendix, across all specifications we
continue to find support for the Information Asymmetry Hypothesis, but not
the Agency Hypothesis. Other differences provide added confidence regarding
our measures. For example, the information advantages of pre-IPO VCs are
significant in explaining funding by pre-IPO VCs, but not by other VCs. We
examine differences across VCs in more depth in the next section.
Panel B of Table II utilizes a multinomial logit specification to more directly
compare the propensities of firms to choose between alternative forms of
financing. Multinomial logits are appropriate when a firm faces multiple
choices, with the choices not rank-ordered in preference across the full
sample.19 The dependent variable is measured in terms of the first form of
financing that the firm raises after the IPO. Similar to the OLS models in
Panel A, the coefficients on firm characteristics provide strong support for the
Information Asymmetry Hypothesis.
Across both Panels A and B, the proxies for VCs’ agency conflicts are insignif-
icant at conventional levels. In contrast to the OLS results, in the multinomial
specifications, neither measure of VCs’ information advantage (average pre-
IPO VC industry experience and the pre-IPO director dummy) is significant at
conventional levels. However, one concern with these measures is that power is
likely low, as nearly half of post-IPO VC financings are by a VC that did not fund
the firm prior to the IPO. We examine VC characteristics in more depth in the
next subsection, by drilling down to the decision of which individual VCs choose
to invest. Overall, evidence in this subsection supports the Information Asym-
metry Hypothesis, with firms’ choices regarding post-IPO financing being well
19 Because the multinomial logit only allows for a single outcome, we define the outcome of each
firm to be the first source of post-IPO financing raised (across these four sources).
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1548 The Journal of FinanceR
explained by the theoretical model of Myers and Majluf (1984). Newly public
firms are generally characterized by high information asymmetry, and firm-
years with the greatest sensitivity to these frictions rely on an intermediary
that can more credibly convey firm value. In contrast, among firm-years with
less sensitivity to such asymmetries, an SEO or syndicated loan is more viable.
B. VC Type
In this section, we focus on heterogeneity among potential VC investors,
both within the set of pre-IPO VCs and across the broader set of potential VC
investors. The financing decision is a matching problem: the firm demanding
the financing must be matched with the VC that can best overcome the frictions
that reduce the firm’s access to capital. The conjecture that the post-IPO VC
has a unique ability to overcome information asymmetries implies that the
characteristics of the post-IPO VC are of first-order importance.
Panel A of Table III reports results of a series of linear probability models,
in which the dependent variable is equal to 1 if a particular VC invests in
a given firm and 0 otherwise. In our first set of regressions, we consider the
propensity of any VC, defined across the full sample of VCs in existence at
the time, to fund any firm. Thus, the sample in column (1) includes all 1,755
VC-backed firms in our sample, interacted with each of the VCs that raises
at least one round of financing within the five years beginning on the firm’s
IPO date, yielding about 1.4 million observations. The sample in column (2)
is limited to the subset of firms that receive at least one round of post-IPO VC
financing, which reduces the sample to about 236,000 observations.
In this analysis, our measures of VCs’ information advantage include each
VC’s industry expertise and a dummy for whether the VC has a connected
director on the board.20 Our agency measures are similar to those used
previously, but now defined at the VC level. For each VC firm, we tabulate
the number of funds with low success and also the number of funds with
high success (defined as above as VCs in the lowest and highest quartiles,
respectively, based on prior performance). We also include a dummy that
is equal to 1 if the VC is young. Finally, we include a dummy that denotes
whether the VC is ranked among the top 10 VCs.
Looking at columns (1) and (2), one of the significant determinants of whether
a VC provides this post-IPO financing is whether it is ranked among the top
10. A broad body of prior literature finds that top VCs are skilled along many
dimensions, including, for example, selecting high-quality firms in which to
invest (Sorenson (2007)), monitoring and advising the firms in which they in-
vest (Sahlman (1990)), and timing the market (Gompers et al. (2008)). To the
extent that these investments reflect cases in which the VC has a compara-
tive advantage in overcoming information asymmetry, our finding that top 10
VCs are more likely to make these investments represents another dimension
20 These proxies are likely conservative, since VCs often work with the same outside directors
over time, and these other outside directors represent another potential source of information.
Table III
Which VCs Choose to Invest?
The sample consists of VC-backed IPO firms between 1995 and 2010, as described in Table I, matched with potential VC investors. In Panel A, column
(1) includes the full sample of 1,755 VC-backed IPO firms × each VC that raised at least one round of financing within the five years beginning at
the firm’s IPO date, meaning the total number of observations equals the product # VC-backed IPOs × # VCs. Column (2) restricts the sample to
those IPO firms that raised post-IPO VC financing. Columns (3) and (4) include the full set of 1,755 IPO firms but restrict attention to those VCs that
are ranked within the top 10 and outside the top 10, respectively (following the ranking of Nahata (2010)). Columns (5) and (6) also include the full
set of 1,755 IPO firms but restrict attention to those VCs that did and did not fund the firm prior to the IPO, respectively. Across all columns, the
dependent variable is equal to 1 if the VC funded the firm within the first five years post-IPO, and 0 otherwise. Linear probability models include
year and industry fixed effects, and standard errors are clustered by firm. Robust t-statistics clustered at the firm level are shown in parentheses. ***,
**, and * denote statistical significance at the 1%, 5%, and 10% levels, respectively. Variables are defined in Appendix C. Panel B provides a variance
decomposition of the six models shown in Panel A. Each entry in the table represents the Type III partial sum of squares for that independent variable
(or set of independent variables in the case of control variables and fixed effects), normalized by the sum across all effects. Within each column, the
sum of effects equals one.
All VCs Top 10 VCs Lower Ranked VCs Pre-IPO VCs Other VCs
Firms w/Post-IPO
All Firms VC Fin’g All Firms All Firms
Panel A: Linear Probability Models, of Each Individual VC’s Propensity to Invest in Each Recent IPO Firm
(Continued)
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Table III—Continued
All VCs Top 10 VCs Lower Ranked VCs Pre-IPO VCs Other VCs
1550
Firms w/Post-IPO
All Firms VC Fin’g All Firms All Firms
#VC Funds with High Success 0.06% 0.00% 2.97% 0.03% 1.30% 0.43%
VC Firm is young 0.00% 0.00% 0.00% 0.00% 0.13% 0.22%
VC pre-IPO involvement
VC Financed Firm Pre-IPO 40.26% 32.76% 7.49% 42.48%
VC ownership as of IPO 0.42% 42.20% 39.61% 0.40% 0.16%
Total # of VCs Involved Pre-IPO 3.16%
# of Rounds VC Involved In 0.38%
VC controls
Top 10 VCs 0.29% 0.47% 0.70% 12.14%
Additional controls 0.68% 0.21% 11.35% 0.62% 22.05% 14.73%
Industry fixed effects 0.84% 0.27% 12.20% 0.79% 33.71% 16.45%
Year fixed effects 0.75% 0.47% 9.96% 0.77% 17.51% 12.50%
Observations 1,441,539 235,939 13,272 1,428,267 5,164 1,436,375
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Venturing beyond the IPO 1551
along which they create value. In subsequent columns we examine the extent to
which the investments of high- versus low-ranked VCs are driven by different
criteria (columns (3) and (4)). In addition, we separately examine subsamples of
VCs that did versus did not fund the firm prior to the IPO (columns (5) and (6)).
Across all specifications, Table III again provides support for the Infor-
mation Asymmetry Hypothesis. Looking first at columns (1) and (2), across
the universe of VCs, VCs with greater industry experience and VCs with
a connected director on the board are significantly more likely to provide
post-IPO funding.21 These relations are significant at the 1% level for both
the full sample of VC-backed IPO firms and for the subset of firms that
ultimately receive post-IPO VC funding. Subsamples in columns (3) to (6)
similarly support the importance of VCs’ information advantage in motivating
these investments. In contrast, across all six specifications, none of the
agency-related measures is significantly related in the predicted direction to
a VC’s propensity to fund a firm after the IPO.
When we limit the sample to VCs that funded the firm prior to the IPO
(column (5)), we also include the number of pre-IPO rounds in which the VC
was involved and the total number of pre-IPO VCs that fund the firm. We find
that a pre-IPO VC is more likely to provide post-IPO funding if it was one of
a smaller number of VC investors before the firm went public, consistent with
the probability of providing funding being higher if there are fewer candidate
investors with equivalent levels of information advantage.22
Panel B of Table III provides a variance decomposition analysis, showing
the percentage of total explanatory power attributed to each factor. Several
observations are worth highlighting. First, across the full sample, over half of
the variation is due to whether the VC has at least one person serving on the
company’s board. Second, the information advantage that comes from serving
on a company’s board is particularly relevant among lower ranked VCs: among
these VCs this factor explains 53.8% of the total variation, compared to only
11.3% among top 10 VCs. This finding is consistent with lower quality VCs
having lower general skill levels and thus relying more on inside information.
Third, among pre-IPO VCs, whether the VC has a director on the company’s
board is substantially more important than industry expertise, explaining
20.0% versus 0.9% of the total variation. However, among non-pre-IPO VCs,
where the VC does not by definition have a director on the company’s board, in-
dustry expertise becomes much more important, explaining 43.5% of the total
variation. Finally, the other most important factor across many subsamples is
previous VC investment, measured as either an indicator for whether the VC
financed the firm pre-IPO or VC ownership as of the IPO. Across three of
21 VCs that serve on the board may also be less sensitive to moral hazard risks because of a
if the sample of firms is restricted to those that receive post-IPO financing. Although beyond the
scope of this paper to examine directly, the findings of Hochberg, Ljunqvist, and Lu (2007) suggest
that network effects may also influence VCs’ post-IPO investments, particularly for VCs that do
not have a prior relationship with the firm.
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1552 The Journal of FinanceR
Figure 4. VC fund age at the time of firm financing rounds. The sample consists of VC-
backed IPOs between 1995 and 2010, as described in Figure 1 and Table I. For each VC round
investment in these firms, we determine the VC’s fund age at the time of investment. The solid line
plots median VC fund age at the time of investment, across VCs investing both pre- and- post IPO.
The dashed line plots median VC fund age at the time of investment across VCs investing only
pre-IPO (as depicted by years –5 through –1 in the figure) or only post-IPO (as depicted by years +1
through +5 in the figure). Year –1 (year +1) is defined as the 12 months preceding (following) the
IPO. Other years are defined analogously. Thus, among VCs investing pre- and post-IPO, median
fund age was four years among the investments that occurred one year prior to the IPO and six
years among the investments that occurred one year after the IPO. Among VCs that invested only
prior to the IPO, median fund age was a similar four years among the investments that occurred
one year prior to the IPO. Among VCs that invested only after the IPO, median fund age was four
years. (Color figure can be viewed at wileyonlinelibrary.com)
the four relevant subsamples, this variable explains 30% to 40% of the total
variation.
We also consider the possibility that our agency proxies have low power be-
cause only older funds can determine whether performance will be sufficiently
low to incentivize negative NPV gambles, or sufficiently high to incentivize
managers to lock in gains. This scenario suggests that post-IPO investments
would be concentrated within older VC funds. Figure 4 shows the median fund
age, at the time of both pre-IPO and post-IPO investments. The solid line, which
represents the subsample of VCs that funded the firm both prior to and after the
IPO, shows that the typical VC fund’s age increases by approximately one year
with every additional year after the IPO, which is what one would expect if there
were no bias toward older VCs providing these investments. The dashed line
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Venturing beyond the IPO 1553
depicts VCs that invested only pre-IPO (points to the left of the IPO year) and
VCs that invested only post-IPO (points to the right of the IPO year). We find no
difference in median VC fund age between these two groups. Moreover, most of
the rounds that we observe are made in the first few years after the IPO, when
the VC funds’ age is away from the typical double-digit lifetime of VC funds.
In sum, while approximately 15% of VC-backed IPO firms receive VC
financing within the first five years after the IPO, the VCs that provide
such financing are far from random: post-IPO VC financing is significantly
more likely to be provided by a VC that has an especially strong information
advantage with respect to the given firm. This evidence supports the view that
VCs play the role of informed investors that can overcome the adverse selection
problems highlighted by Akerlof (1970) and Myers and Majluf (1984). Results
to this point provide little evidence that agency-related factors contribute to
VCs’ investments in these post-IPO firms.
23We thank Ken French for making these breakpoints publicly available: https://mba.tuck.
dartmouth.edu/pages/faculty/ken.french/data_library.html
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1554 The Journal of FinanceR
Table IV
Buy-and-Hold Abnormal Returns to the Investor that Provides
Financing
The sample consists of VC-backed IPO firms between 1995 and 2010, as described in Table I. Panel
A consists of those firms that raised post-IPO VC financing, conditional on the financing being
structured as a PIPE and included in PlacementTracker. Panels B and C separate the Panel A
sample into deals backed by top 10 VCs and lower ranked VCs, respectively. Panel D consists of
post-IPO PIPEs in which no VC participated in the funding syndicate, and Panel E further requires
hedge fund participation, with data again coming from PlacementTracker. In each panel returns
are calculated from the price at which the investor purchased shares through the subsequent 3-,
6-, 9-, and 12-month periods. Buy-and-hold abnormal returns are calculated as the raw return
net of the value-weighted return on firms in the size-matched decile index. In calculating investor
returns, we restrict the sample to common stock financings, we account for the discount relative to
market price at which the investor provided financing, and we account for the number of warrants
purchased and the value of the warrants in each relevant time period (following Lim, Schwert, and
Weisbach (2018)). In all panels, we regress returns over the relevant interval on a constant term.
Robust t-statistics, clustered on the deal closing month, are in parentheses. ***, **, and * denote
statistical significance at the 1%, 5%, and 10% levels, respectively.
the value of the shares at the end of each interval (based on the Black-Scholes
warrant pricing formula, following Lim, Schwert, and Weisbach (2018)).
Table IV reports the results. We estimate regressions of abnormal returns
over each interval on a constant, where we cluster standard errors on the month
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Venturing beyond the IPO 1555
in which the offering closed to allow for the possibility that investor returns
for deals that close in the same month are correlated with each other. Looking
first at Panel A, which includes all post-IPO financings (with available data
to calculate returns), results show that over the first three months following
the investment, VCs earn 30.4 percentage points. This abnormal performance
does not reverse over time, as reflected by the fact that abnormal buy-and-hold
returns over the longer 12-month period are a similar 31.4 percentage points.24
Turning to Panels B and C, we find that both top 10 VCs and lower ranked
VCs earn significantly positive abnormal returns. However, the top 10 VCs’
returns are higher, an average of 60.8 percentage points over the first 12
months, compared to 21.6 percentage points for lower ranked VCs. We find no
evidence that top 10 VCs negotiate larger discounts, suggesting that the higher
performance reflects either selection or monitoring effects. Along these dimen-
sions, our findings are consistent with prior evidence for pre-IPO investments
(see, e.g., Sorenson (2007), Nahata (2008), and Krishnan et al. (2011)).
The significantly positive abnormal returns of VCs in PIPEs contrast with
general PIPEs in which hedge funds are the typical investor. As shown in
Panel D, among PIPEs with no VC participation, we observe similar positive
abnormal performance at the short three-month interval, but it dissipates
over longer intervals. Panel E shows similar patterns over the subset of cases
in which we can confirm the presence of a hedge fund investor. Over the
12-month interval, hedge fund investors earn 3.7 percentage points, which
is substantially lower than the 31.4 percentage points earned by VCs. This
difference is consistent with VCs having a larger information advantage than
hedge funds, for example, through their prior relations with the firm and/or
their more extensive experience with young firms.
The higher returns of VCs compared to non-VC PIPE investors could be
driven by VCs’ ability to invest in firms with more valuable investment
opportunities and a tendency to focus on longer term value creation, or it
could be driven by an ability to negotiate better terms at the time of the deal.
Table V examines this issue by comparing three aspects of deals, across VC
financings versus PIPEs. First, we examine the discount at which the investor
provides financing relative to the market price, to capture differences in deal
terms. Second, we examine proceeds raised in the round as a fraction of
market capitalization and whether the investor obtains Board representation
commensurate with the financing, to capture the extent of the investor’s com-
mitment to the company. The sample consists of the subsample of VC-backed
IPO firms that raise VC financing or (non-VC) PIPEs within the first five years
after the IPO, and the independent variables of interest equal a dummy equal
to 1 if the post-IPO financing was from a VC and a dummy equal to 1 if the
post-IPO financing syndicate included a hedge fund. We include as controls
24 A contemporaneous paper by Ozmel, Trombley, and Yavuz (2019) finds that the limited part-
ners of VC firms benefit from an information advantage, which influences post-IPO investments
made through their own accounts.
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1556 The Journal of FinanceR
Table V
A Comparison of Private Placements in Public Equity with versus
without VC Participation
The sample consists of firms that raised financing through a PIPE, including both financings
in which a VC was part of the funding syndicate (referred to as post-IPO VC financings) and
financings in which no VC was part of the funding syndicate, within the first five years after the
IPO. The dependent variable in column (1) is the discount, calculated as the percentage change
between the price at which the investors purchased shares and the market price on the close of
trading two days prior to the announcement of the financing. The dependent variable in column
(2) is proceeds raised in the financing scaled by firm market capitalization, calculated as shares
outstanding times the market price on the close of trading two days prior to the announcement of
the financing. The dependent variable in column (3) is board representation, which we define as a
dummy equal to 1 if any investor in the funding syndicate obtained a board seat with the financing,
and 0 otherwise. All regressions include industry and year fixed effects, as well as all VC-related
measures and other control variables used in Table II (not tabulated). Robust t-statistics clustered
at the firm level are in parentheses. ***, **, and * denote statistical significance at the 1%, 5%,
and 10% levels, respectively.
VC Participation
Post-IPO VC Financing Dummy 0.0099 0.1682*** 0.1281***
(0.41) (2.89) (3.91)
Hedge fund participation
Hedge Fund Financing Dummy 0.0761*** −0.0104 −0.0517
(3.26) (−0.18) (−1.63)
Firm information asymmetry proxies
Bid-Ask Decile 0.0135** 0.0501*** 0.0175**
(2.24) (3.07) (2.32)
Negative CFO 0.0085 −0.2574** −0.0696
(0.20) (−2.05) (−1.27)
R&D-to-Assets −0.1521** 0.2373 −0.0316
(−2.46) (1.33) (−0.42)
Adjusted R2 0.201 0.023 0.154
Observations 331 425 436
the proxies for firm information asymmetry. In addition, we also include the
VC-related measures and other control variables previously used in Table II.
The results provide no evidence that VCs negotiate greater discounts than
typical PIPE investors. Rather, differences are more consistent with the VCs
being focused on long-term value creation. VCs invest significantly more cap-
ital, and they invest not only money but also their time in the form of board
seats. Board seats enable VCs to better share their expertise with the company,
for example with respect to industry-specific knowledge and optimal corporate
governance structures (see, e.g., Celikyurt, Sevilir, and Shivdasani (2012), Kr-
ishnan et al. (2011)). In contrast, the hedge fund dummy indicates that these
investors do not have a similar propensity to invest large amounts of capital or
take board seats. Moreover, hedge funds are associated with significantly larger
discounts. Although we cannot observe the date when these investors divest
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Venturing beyond the IPO 1557
shares, in aggregate our findings on both deal terms and abnormal returns are
consistent with VCs taking a longer term view.25 These findings build on the
findings of Krishnamurthy et al. (2005) and Brophy, Oimet, and Sialm (2009)
that the identity of the PIPE investor, in particular, whether it has a strategic
relationship with the firm, is significantly related to investor returns. In the
case of newly public firms, the most strategic investor is a VC, and in many cases
it is the VC that developed a relationship with the firm while it was still private.
In sum, the results are consistent with firms reverting to VC financing after
the IPO when information asymmetry is high and the VC has a comparative
advantage in overcoming this asymmetry. Table IV shows that VCs earn a posi-
tive return on this information advantage. Interestingly, the finding in Table V
that VCs make a long-term commitment to the company suggests that the
primary motivation for these investments is not increased liquidity after the
IPO (which potentially relates to a decrease in VCs’ cost of capital). In fact, our
findings suggest that higher liquidity is less important for these VC investors
compared to other PIPE investors. VCs’ shares are rarely registered, and
they cannot sell shares until an average of 118 days after the IPO. Moreover,
compared to PIPEs, VCs tend to invest greater amounts and are more likely to
obtain board representation, again suggestive of a longer term commitment to
the firm. The evidence that liquidity is not a driving factor also provides added
evidence against the Agency Hypothesis, which predicts that VCs’ motivation
for investing in public firms is related to the possibility of rapidly divesting to
realize any gains.
25 VCs’ holdings are not reported in 13F holdings, and they are only reported on proxy statements
if they are a registered insider, defined as being on the Board, having an executive position, or
owning 5% or more of the firm.
1558
Table VI
Returns to External Investors: CARs around Post-IPO VC Financings
The sample consists of VC-backed IPOs, as described in Table I, that received post-IPO VC financing (during the day 8 to year 5 period following the
IPO). Cumulative abnormal returns (CARs) are defined as the raw firm return over the designated window in the days surrounding the post-IPO VC
investment, minus the return on the matched size decile over the same period. The left-hand side of the table reports CARs across financings by all VCs,
and the right-hand side reports CARs by top 10 and nontop 10 VCs. The first row reports CARs for the full sample of firms. Subsequent rows present
CARs conditional on: whether the VC who is providing the post-IPO financing has a director on the board prior to the financing (VCPost-IPO Financing ),
whether the VCPost-IPO Financing owns shares prior to the financing, on whether the VCPost-IPO Financing invested in the firm prior to its IPO, the level of
market returns, and the level of market volatility. Bad (good) market returns include cases in which the three-month value-weighted market returns
over the prior three months, ending on day –3 relative to the post-IPO VC investment, are negative (positive). Volatile (stable) market includes cases
in which the standard deviations of daily returns on the value-weighted market index over the same period are greater (less) than the sample median
of 1.089%. Robust t-statistics are in parentheses. ***, **, and * denote statistical significance at the 1%, 5%, and 10% levels, respectively.
Difference
between
CAR (t-Test) Observations Subsamples CAR (t-Test) Observations CAR (t-Test) Observations
The Journal of FinanceR
[−2, +2] [−2, +10] [−2, +10] [−2, +10] [−2, +10]
Full sample, 1997 to 2014 4.83% 7.35% 268 5.76% 48 7.69% 220
(4.00) (4.05) (1.58) (3.73)
(Continued)
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Table VI—Continued
Difference
between
CAR (t-Test) Observations Subsamples CAR (t-Test) Observations CAR (t-Test) Observations
[−2, +2] [−2, +10] [−2, +10] [−2, +10] [−2, +10]
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1560 The Journal of FinanceR
differ by several days. Because we have the 8-K date for only a subset of
cases, we use the VentureXpert date as day 0 for all cases, and we place more
weight on the longer window CARs, for example, over the (–2, +10) window
rather than the (–2, +2) window. Nevertheless, our conclusions hold across
all intervals. CARs are measured as the raw firm return over the designated
window minus the return on the matched size quartile over the same period.
The first row of Table VI reports CARs for the complete sample of VC-backed
IPOs over the 1995 to 2010 period, for which fundings potentially occur over
the 1995 to 2015 period. Looking at the (–2, +10) event window, we see that
abnormal announcement returns equal 7.35%. This positive valuation impact
is likely a combination of the signaling effect and the increase in financial
flexibility, which increases companies’ abilities to realize their growth oppor-
tunities. Figure IA.4 in the Internet Appendix depicts these CARs graphically,
using three alternative benchmarks: market-adjusted, size-adjusted, and
industry-adjusted. The results are qualitatively similar across all three.
The finding that VC investments are perceived by the market to be positive
news is consistent with the conclusions of Dai (2007) for a sample of mature
firms. In subsequent rows of Table IV, we examine the sources of gains to
newly public firms. Beyond predicting positive average abnormal returns, the
Information Asymmetry Hypothesis predicts that returns should be higher
among those cases in which VCs’ information advantage is greater. At a
minimum, the positive signaling effect should be greater. In addition, the VC
financing potentially enables these firms to undertake additional positive NPV
investments, for example, if the firms lacked sufficient capital and funding
from other sources was prohibitively costly.
The results strongly support the conjecture that financings by VCs with a
greater information advantage are associated with higher abnormal returns.
Looking at rows (2) and (3), in cases in which the funding VC has a director
on the board average abnormal returns over the (–2, +10) interval are 14.1%,
compared to 3.5% among cases in which none of the funding VCs has a
director on the board. Rows (4) and (5) show a similar magnitude difference
between firms in which a funding VC owns shares in the company immediately
prior to the investment versus firms in which no funding VC owns shares.
Both differences are significant at the 1% level. Rows (6) and (7) show that
abnormal returns are similarly higher among the cases in which the post-IPO
VC investor also backed the firm prior to the IPO. However, the magnitude
of this difference is smaller: 9.2% versus 3.7%. This is consistent with some
of the pre-IPO VCs divesting shares and thus having more stale information
compared to the VCs that own shares immediately prior to the post-IPO
investment. We also find that returns are higher among cases in which the VC
has greater industry experience, but the difference using this noisier measure
of information advantage is not significant at conventional levels.
The lower part of Table VI shows that the abnormal announcement returns
are also higher when market-wide information asymmetry is likely to be
higher, as measured by both lower market returns and more volatile market
returns. Financings during more volatile markets are characterized by
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Venturing beyond the IPO 1561
Table VII
Returns to External Investors over Long Run
The sample consists of VC-backed IPOs over the 1995 to 2010 period, as described in Table I. The three left-hand columns focus on firms that receive
post-IPO VC financing (during the day 8 to year 5 period following the IPO), the three middle columns focus on firms that raise capital through PIPEs
during the first five years after the IPO, and the three right-hand columns are based on a portfolio that is long the former and short the latter. Each
column reports calendar time portfolio regressions, where a firm enters the portfolio in the month following the post-IPO financing. The firm remains
in the portfolio for the first 12, 36, or 60 months following the post-IPO financing. Monthly common stock returns on this portfolio, net of the risk-free
rate, are regressed on the five Fama-French (2015) factors. Robust t-statistics are in parentheses. ***, **, and * denote statistical significance at the
1%, 5%, and 10% levels, respectively.
Returns Following Post-IPO VC Inv’ts Returns Following Post-IPO PIPEs Long-Short Portfolio
Constant 0.480 0.812 0.754 −0.550 −0.715 −0.372 1.274 1.691*** 1.286***
(0.62) (1.42) (1.44) (−0.68) (−1.15) (−0.77) (1.41) (2.88) (2.87)
Market-Rf 0.961*** 1.062*** 1.081*** 1.177*** 1.147*** 1.119*** −0.162 −0.096 −0.049
(5.50) (6.09) (6.42) (4.54) (7.63) (8.75) (−0.69) (−0.69) (−0.40)
SMB 1.037*** 1.048*** 1.094*** 1.436*** 1.189*** 1.067*** −0.359 −0.130 0.038
(4.78) (6.37) (7.22) (5.96) (5.77) (6.04) (−1.30) (−0.65) (0.21)
The Journal of FinanceR
HML −0.367 −0.481* −0.593** −0.522 −0.764*** −0.772*** 0.025 0.338 0.234
(−1.04) (−1.68) (−2.10) (−1.09) (−2.71) (−3.39) (0.06) (1.27) (1.11)
RMW −1.759*** −1.340*** −1.296*** −0.982** −1.063*** −0.994*** −0.666* −0.283 −0.308
(−5.30) (−5.40) (−5.35) (−2.32) (−3.51) (−3.63) (−1.72) (−1.08) (−1.29)
CMA −0.007 −0.222 0.058 −0.089 0.293 0.149 0.081 −0.649** −0.222
(−0.01) (−0.51) (0.15) (−0.21) (0.80) (0.49) (0.14) (−1.98) (−0.81)
Adjusted R2 0.537 0.609 0.634 0.454 0.584 0.673 −0.009 0.020 0.024
Observations 226 226 226 198 219 219 198 219 219
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Venturing beyond the IPO 1563
are more likely to lead to increases in firm value if the investor is expected to
have a long-term relationship with the firm.
We note that the positive abnormal returns on this long-short portfolio
indicate that the market does not fully price the information content of
the investor’s identity. Both VC financings (post-IPO) and other PIPEs are
structured similarly, as PIPEs. The slow incorporation of investor identity into
the price is consistent with the market failing to recognize VCs’ comparative
advantage in overcoming information asymmetry within these types of firms
and the associated benefits for the firms.
We find no evidence that firms receiving post-IPO VC investments under-
performed prior to these investments. As shown in Table IA.VI in the Internet
Appendix, we estimate similar factor regressions focusing on returns over the
12, 36, and 60 months prior to the VC’s investment. Companies that underper-
form after the IPO are more likely at risk of bankruptcy or delisting for poor
performance without additional capital infusions. Among VCs that invested
in the firm prior to the IPO, the risk of losing their entire investment should
increase incentives to engage in lottery-type gambles. Although theoretically
a plausible scenario, we find no evidence that firms underperform over the
months and years leading up to these VC investments. Alphas on portfolios
of firms with post-IPO VC financing are all insignificant at conventional
levels.
In sum, multiple returns-based tests provide no support for the Agency
Hypothesis. The positive abnormal returns around the announcements, in
conjunction with no evidence of long-term underperformance, are consistent
with VCs having a unique ability to overcome information asymmetry. In
the next section, we attempt to discern the extent to which these positive
returns reflect a causal effect of post-IPO investments on firm value. In other
words, to what extent does VC financing enable firms to undertake positive
NPV projects that they otherwise would be unable to do? Or alternatively,
are VCs simply better able than other market participants to identify positive
NPV opportunities, in which case the firm would have performed equally well
without the VC’s investment?
IPO by VCs with above-Median Post-IPO IPO by VCs with below-Median Post-IPO
Funding Experience Funding Experience Long-Short Portfolio
Constant 1.277** 1.121*** 1.053*** −0.006 0.425 0.324 1.283** 0.696*** 0.729***
(2.32) (3.22) (3.51) (−0.01) (1.30) (1.16) (2.23) (2.77) (3.83)
Market-Rf 1.107*** 1.193*** 1.204*** 0.932*** 1.094*** 1.172*** 0.175* 0.099 0.032
(8.98) (13.05) (15.96) (8.43) (12.47) (15.58) (1.66) (1.60) (0.72)
Venturing beyond the IPO
SMB 0.773*** 0.823*** 0.853*** 0.888*** 0.875*** 0.919*** −0.115 −0.052 −0.066
(3.98) (6.95) (8.14) (5.25) (7.71) (8.87) (−0.84) (−0.88) (−1.22)
HML −0.475* −0.521*** −0.544*** −0.742*** −0.315*** −0.254** 0.268 −0.206** −0.290***
(−1.74) (−3.76) (−4.23) (−3.38) (−2.77) (−2.34) (0.74) (−2.07) (−3.09)
RMW −0.676** −1.018*** −1.043*** −0.374 −0.732*** −0.690*** −0.302 −0.286*** −0.353***
(−2.41) (−4.70) (−5.73) (−1.53) (−3.59) (−3.84) (−1.29) (−3.24) (−4.15)
CMA −1.084*** −0.593** −0.311 −0.722*** −0.662*** −0.359 −0.362 0.069 0.048
(−3.18) (−2.45) (−1.27) (−2.69) (−2.69) (−1.54) (−0.80) (0.52) (0.40)
Adjusted R2 0.703 0.844 0.858 0.693 0.826 0.850 0.053 0.149 0.263
Observations 202 226 238 202 226 238 202 226 238
(Continued)
1565
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1566
Table VIII—Continued
Firms Funded by Top 10 VCs prior to IPO Firms not Funded by Top 10 VCs prior to IPO
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Venturing beyond the IPO 1567
Table IX
Are Firms Funded (prior to IPO) by VCs that Tend to Invest in
Companies Following the IPO Less Likely to Delist Following IPO?
The sample consists of VC-backed IPOs over the 1995 to 2010 period, as described in Table I. This
table presents results of logistic regressions, where the dependent variable is equal to 1 if the firm
delists within five years after the IPO and 0 otherwise. Control variables are all defined as of the
time of the IPO. Post-IPO funding experience is equal to the number of other companies for which
the pre-IPO VCs provided post-IPO funding, over the previous 10 years. All specifications include
year fixed effects, and standard errors are clustered by firm (z-statistics are in parentheses). The
reported coefficients are marginal effects, that is, the change in probability of receiving financing
in response to an infinitesimal change in each independent continuous variable, and, the discrete
change in the probability for dummy variables. ***, **, and * denote statistical significance at the
1%, 5%, and 10% levels, respectively. All variables are defined in Appendix C.
VC characteristics
Log(Pre-IPO VCs’ −0.016 0.010 −0.020*** −0.021 −0.018***
Funding (−1.43) (0.99) (−3.66) (−1.29) (−3.06)
Experience in
Public Firms + 1)
Log(Pre-IPO VC 0.008 0.002 0.004 0.020 0.004
Funding+1) (0.70) (0.19) (0.64) (1.01) (0.55)
Top 10 pre-IPO VC 0.044 0.016 0.024
Dummy (1.31) (0.54) (1.25)
#Pre-IPO VC Firms 0.022** 0.008 0.009** 0.005 0.010*
that are Young (2.25) (0.89) (1.98) (0.61) (1.81)
Firm characteristics
Negative CFO 0.040 −0.026 0.057*** 0.055 0.056***
(1.15) (−0.85) (3.41) (1.58) (2.92)
CFO 0.012 0.020 −0.011 −0.019 −0.006
(0.18) (0.42) (−0.41) (−0.39) (−0.18)
Log(Sales) 0.004 0.021* −0.007 −0.008 −0.003
(0.31) (1.73) (−1.10) (−0.60) (−0.45)
ROA −0.072 −0.060* −0.001 0.025 −0.009
(−1.44) (−1.77) (−0.07) (0.52) (−0.42)
R&D-to-Assets −0.164*** −0.093* −0.035 0.027 −0.054*
(−2.70) (−1.85) (−1.29) (0.41) (−1.81)
CAPX-to-Assets 0.093 −0.140 0.085 0.094 0.075
(0.50) (−0.83) (1.03) (0.55) (0.77)
Tobin’s Q −0.002 −0.001 −0.001 −0.004 0.001
(−0.93) (−0.80) (−0.54) (−1.60) (0.53)
Time to IPO −0.010** −0.010*** −0.001 −0.012** 0.000
(−2.53) (−3.08) (−0.42) (−2.27) (0.20)
Firm Age −0.000 0.001 −0.002*** 0.002 −0.002***
(−0.14) (1.38) (−2.58) (1.59) (−2.94)
(Continued)
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1568 The Journal of FinanceR
Table IX—Continued
performance if they are backed by VCs with a higher propensity to fund compa-
nies after the IPO: a one-standard-deviation increase in the post-IPO funding
experience measure is associated with a 2.7% reduction in the likelihood of
delisting for poor performance, which relative to the mean delisting rate of
10.4% represents a 26% reduction.26 Similar to the results in Table VIII, we
find that these effects are concentrated among firms backed by lower ranked
VCs.
VI. Conclusion
The typical recent IPO firm has high growth opportunities but negative
CFO, which generates high demands for external capital to fuel their
growth. In addition to SEOs, syndicated loans, and PIPEs in which hedge
funds are the typical investor, we document that VCs represent a common
source of post-IPO funding: approximately 15% of VC-backed IPO firms
raise additional funding from VCs within the first five years after going
public.
26 The implied change in the probability of delisting (in column (3)) is –0.020 × 1.37 = –0.027,
that is, –2.7%. Relative to the unconditional probability of delisting of 10.4%, this represents a 26%
decrease.
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Venturing beyond the IPO 1569
A broad array of tests suggest that these financings are motivated by high
information asymmetry within certain firm-years, which makes the firms
sensitive to Myers and Majluf (1984) problems in raising external capital,
coupled with VCs that have a comparative advantage in overcoming this
asymmetry. Our findings suggest that these investments create value both for
the VCs and for the firms, consistent with the VCs having unique information
advantages and thus providing unique value. In contrast, we find no evidence
to suggest that agency-related factors drive these investments.
Across all VCs, one of the strongest determinants of providing post-IPO
funding is whether the VC funded the firm prior to the IPO. As such, our
findings highlight the value for private firms of raising capital from a VC that
is more likely to provide post-IPO funding.
Post-IPO
VC
Funding Round SEC SEC Form
Issuer IPO Date Date Amount Form Date Notes
a Shares outstanding increases around the time of the documented post-IPO VC Funding date,
and in many cases the increase in shares outstanding times the share price at that time is approx-
imately equal to the round amount.
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1572 The Journal of FinanceR
Pre-IPO VC Characteristics (Aggregated Across all Pre-IPO VCs to Form One Firm-Level
Measure; Data from VenturXpert)
Avg Pre-IPO VC Industry Experience: log(1+rounds all pre-IPO VCs had in the previous three
years, in the same FF49 industry as the firm). In firm-year regressions, this measure is
calculated on a rolling basis.
#Pre-IPO VC Funds with Low Success: For each pre-IPO VC fund, we tabulate the number of
portfolio company exits (via IPO or M&A) over the previous three years (years –1 to –3),
relative to the number of unique firms the VC fund funded in the three years before this period
(years –4 to –6). Across our entire sample, we place VC fund-years into quartiles based on this
measure. For each deal, we tabulate the number of pre-IPO VC funds in the lowest quartile
(which equates to an exit rate of 19% or less).
#Pre-IPO VC Funds with High Success: For each pre-IPO VC fund, we tabulate the number of
portfolio company exits (via IPO or M&A) over the previous three years (years –1 to –3),
relative to the number of unique firms the VC fund funded in the three years before this period
(years –4 to –6). Across our entire sample, we place VC fund-years into quartiles based on this
measure. For each deal, we tabulate the number of pre-IPO VC funds in the highest quartile
(which equates to an exit rate of 79% or more).
#Pre-IPO VC Firms that are Young: The age of each VC firm is calculated as the difference
between the IPO year and the year in which the VC started its first fund or participated in its
first financing round. We sum the number of VCs that are six years or less at the IPO year.
Pre-IPO VC Director Dummy: A dummy equal to 1 if one or more board seats at the time of the
IPO are held by directors associated with one of the pre-IPO VCs.
Total VC Ownership at IPO: The number of shares owned by all VCs at the time of the IPO,
divided by shares outstanding after the IPO.
Pre-IPO VC Funding: Millions of dollars obtained in the last VC round prior to the IPO (in 2014
$).
Top 10 Pre-IPO VC Dummy: A dummy equal to 1 if the firm was backed by one of the top 10 VCs
prior to the IPO, which we define following Nahata (2008): JPMorgan Chase, Kleiner Perkins
Caufield & Byers, New Enterprise Associates, Sequoia Capital, Integral Capital Partners, Oak
Investment Partners, Accel Partners, Sprout Group, Goldman Sachs, and Alta Partners.
Pre-IPO VCs’ Funding Experience in Public Firms: The number of post-IPO rounds performed by
the VCs that were involved with a firm before its IPO. For each IPO firm in our sample, we
identify the VCs that provided financing prior to the IPO, and we calculate the number of
post-IPO financings of these VCs in the period beginning 10 years prior to the IPO and ending
one month prior to the firm’s IPO.
VC Industry Experience: log(1+rounds the VC had in the previous three years, in the same
FF49 industry as the firm). In firm-year regressions, this is calculated on a rolling basis.
VC is a Director on Co.’s Board: A dummy equal to 1 if one or more board seats at the time of the
IPO are held by directors associated with the VC.
#VC Funds with Low Success: We tabulate the number of portfolio company exits (via IPO or
M&A) over the preceding three years (years –1 to –3), relative to the number of unique firms
the VC fund funded in the three years before the exits (years –4 to –6 ) for each VC fund within
a VC firm family. Across our entire sample, we place VC fund-years into quartiles based on this
measure. For each year, we tabulate the number of VC funds within a VC firm in the lowest
quartile (which equates to an exit rate of 19% or less).
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Venturing beyond the IPO 1573
#VC Funds with High Success: We tabulate the number of portfolio company exits (via IPO or
M&A) over the preceding three years (years –1 to –3), relative to the number of unique firms
the VC fund funded in the three years before the exits (years –4 to –6 ) for each VC fund within
a VC firm family. Across our entire sample, we place VC fund-years into quartiles based on this
measure. For each year, we tabulate the number of VC funds within a VC firm in the highest
quartile (which equates to an exit rate of 79% or less).
VC firm is Young: A dummy equal to 1 if the VC firm age is six years or less, where age is
calculated as the difference between the IPO year and the year when the VC started its first
fund or participated in its first financing round.
VC Financed Firm Pre-IPO: A dummy equal to 1 if the VC firm financed the firm prior to the IPO
VC Ownership as of IPO: The number of shares owned by the VC at the time of the IPO, divided
by shares outstanding after the IPO.
Total # of VCs Involved Pre-IPO: The number of VCs that funded the firm, prior to its IPO
# Rounds VC Involved In: The number of pre-IPO funding rounds of the firm in which the VC
participated.
Top 10 VCs: A dummy equal to 1 if the VC firm is among the 10 most highly ranked, according to
Nahata (2008): JPMorgan Chase, Kleiner Perkins Caufield & Byers, New Enterprise
Associates, Sequoia Capital, Integral Capital Partners, Oak Investment Partners, Accel
Partners, Sprout Group, Goldman Sachs, and Alta Partners.
CRSP Variables
Bid-Ask Decile: We calculate the bid-ask spread, scaled by price, as of the month preceding each
firm-year. The only exception is the first year after the IPO, where we define this variable using
data as of the first month-end after the IPO. We sort firms into deciles each year, where firms
with the highest average spread are in decile 10.
Firm Volatility: We calculate the three-month standard deviation of the firm CRSP returns. For
firm-year regressions, we measure over the three months after the IPO for the IPO year
(acknowledging that it is not entirely observable ex ante), and over the three months prior to
the year-end for all other years.
3-Mth Lagged Market Returns: The buy-and-hold return of the value-weighted CRSP equity
index over the previous three months.
3-Mth Lagged Market Volatility: The standard deviation of the daily returns of the
value-weighted CRSP equity index over the previous three months.
Compustat Variables (Defined as of the Fiscal Year-End prior to Post-IPO Financing; All Ratios
are Winsorized at the 0.5% and 95.5% Levels)
Time to IPO: The number of years from the first VC investment (prior to the IPO) to the IPO.
Years Since IPO: The number of years between the IPO and the post-IPO VC funding.
Firm Age: The number of years since incorporation, defined as the calendar year minus the year
of incorporation (from Jay Ritter’s website). See Field and Karpoff (2002) and Loughran and
Ritter (2004) for further details.
PIPE: A dummy equal to 1 if the firm had a private investment in public equity during the year
(excluding cases in which the funding syndicate includes a VC), as recorded in Thomson
Financial.
SEO: A dummy equal to 1 if the firm had a seasoned equity offering during the year, as recorded
in Thomson Financial.
Syndicated Loan: A dummy equal to 1 if the firm had a syndicated loan during the year, as
recorded in DealScan.
Prior Syndicated Loan: A dummy equal to 1 if the firm has a syndicated loan either prior to the
IPO or at any point after the IPO up until the post-IPO VC financing, as recorded in DealScan.
Other Controls
Initial Return: The percentage difference between the offer price and the first after-market
closing price.
Startup Company: A dummy variable equal to 1 if the SDC VC flag for the IPO company equals
“Yes.” This dummy equals 0 for cases in which SDC lists the company as having received VC
funding rounds (a requirement that applies to all companies in our sample, but which
potentially includes some private equity as well as VC-type investments) but the SDC
VC-backed dummy equals “No.”
Hedge Fund Financing Dummy: A dummy equal to 1 if a hedge fund was part of the funding
syndicate in either a PIPE or a post-IPO VC financing.
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Supporting Information
Additional Supporting Information may be found in the online version of this
article at the publisher’s website:
Appendix S1: Internet Appendix.
Replication code.