Informational Externalities of Bank Initial Public Offerings - Evidence From Banking Industry

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    Applied Financial Economics, 2009, 19, 19872007

    The choice of IPO versus M&A:

    evidence from banking industry

    Bill Francisa, Iftekhar Hasana,b and Dona Siregarc,*

    aLally School of Management and Technology, Rensselaer Polytechnic

    Institute, Troy, NY 12180, USAbBank of Finland, Helsinki, FinlandcDepartment of Economics, Finance, and Accounting, State University of

    New York at Oneonta, USA

    This study investigates factors influencing private banks exit strategy

    between going public (Initial Public Offering (IPO)) and being a target in

    Merger and Acquisitions (M&A). Evidence indicates that a bank with high

    liquidity, operating in a geographical deregulatory environment is more

    likely to go for the M&A option. Larger and older institutions, improved

    economic environment, increased recent trend of choosing IPOs and

    smaller difference in premiums paid between the alternative choices are

    likely to encourage banks to opt for IPO as an exit strategy. We observe

    the existence of self-selection in making the exit choice and find that the

    average transaction value of bank IPOs (M&As) would have been higher

    (lower) had the banks chosen to engage in M&A (IPOs).

    I. Introduction

    Going public can be viewed as a choice faced by a

    private firm. At some point, a private firm may opt to

    go public for economic and financial reasons, or for

    the interest of the owners or managers. Under this

    argument, theoretical studies on the decision between

    going public and staying private have been widely

    developed. Zingales (1995) offers an explanation on

    the role of initial public offering in maximizing the

    proceeds obtained by the owner of a firm. Subsequent

    studies include Mello and Parsons (1998), Pagano

    et al. (1998), Pagano and Roell (1998), Chemmanurand Fulghieri (1999), Maksimovic and Pichler (2001)

    and Boot et al. (2006). Rosen et al. (2005) study the

    choice of going public or remaining private for a

    sample of banking institutions.

    A more recent approach by Brau et al. (2003) and

    Poulsen and Stegemoller (2008), yet not much

    explored, suggests that besides going public, there

    exists another appealing exit route for a private firm,that is, takeover. Going public and takeover can be

    seen as two comparable paths as both represent an

    access to capital funds, a liquidity method to the

    owners, and a way to shift ownership and control.

    Although they are comparable, they are different in

    ways to achieve each purpose. Going public allows

    private firms to access capital funds through capital

    markets, while takeover enables firms to access

    funds through the acquirers. Going public provides

    a liquidity method to the owners through holding

    the issued stock, whereas takeover is through cash or

    acquirers stock. Finally, Initial Public Offering (IPO)enables owners to maintain control and ownership,

    while takeover results in relinquished or substantial

    diminished control and ownership.

    Given the major similarities and differences

    between going public and takeover, the choice can

    be influenced by several factors. Using cross industry

    data as the subject of analysis, Brau et al. (2003)

    *Corresponding author. E-mail: [email protected]

    Applied Financial Economics ISSN 09603107 print/ISSN 14664305 online 2009 Taylor & Francis 1987

    http://www.informaworld.com

    DOI: 10.1080/09603100903251262

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    report that the choice is driven by factors of industry

    characteristics, market timing, demand for funds

    and deal-specific factors, such as firm size, insider

    ownership and liquidity. Poulsen and Stegemoller

    (2008) analyse differences in growth, capital con-

    straints and asymmetric information between

    industrial firms that go public and sell out to public

    firms. They found that going public firms tend tohave greater growth opportunities and face more

    capital constraints.

    Our work offers a better understanding on factors

    that are unique to banking institutions ignored by

    previous research (Brau et al., 2003; Poulsen and

    Stegemoller, 2008). We focus on the empirical

    question of the decision between IPO and takeover

    in the banking industry. We are motivated by the

    observation that while many private banks chose for

    takeover, still a number of privately held banks

    decided to go public. We inquire why some private

    banks decided to be taken over while some others

    preferred to go public in the midst of the industry

    transformation. Building on the previous study by

    Brau et al. (2003), we put emphasis on regulatory

    and market competitive factors as the determinants of

    the choice. We also consider the impact of the

    individual bank financial characteristics on the

    choice.

    Our goal is to test factors that may affect private

    banks choice between going public and takeover.

    We hypothesize that regulatory, market competitive

    environments and bank financial characteristics have

    influence on private banks to choose between IPO

    and takeover. Since the IPO and takeover havefundamental consequences that lead to changes in

    banks future decision on investment, financing,

    as well as ownership of the owners and managers,

    it is important to discover the factors that may

    influence private banks to choose one path from

    the other.

    Results show that unrestricted branching and

    banking activities increase the likelihood that banks

    will merge. Age and size are positively related to the

    probability that the banks will conduct IPOs. Private

    banks with high liquid asset are more likely to involve

    in Mergers and Acquisitions (M&A).

    Furthermore, analysis of self-selectivity in choosingIPO and M&A based on Transaction Value (TV)

    is performed. It is found that the mean of observed

    TV of bank IPOs is lower than that of bank M&A.

    The TV of Bank IPOs would have been higher

    had the banks chosen to engage in M&A, while

    the TV of Bank M&A would have been lower had the

    banks chosen to go public.

    The article is organized as follows. Section II lays

    out similarities and differences between IPO or M&A

    and closely related papers. Section III presents factors

    and hypotheses for the two alternative choices.

    Section IV describes the research design including

    data and methodology. Section V presents results,

    and the summary appears in Section VI.

    II. IPO Versus M&A

    IPO and M&A provide many similar benefits to the

    owners and managers of private banks. They are

    comparable paths as both represent an access to

    capital funds, a liquidity method to the owners and

    a way to shift ownership and control. Access to

    capital funds can be achieved directly from a public

    market when private firms choose to go public, and

    indirectly through their acquirers when they opt for

    takeover. A varying level of liquidity needs of the

    owners can be obtained through a design of transac-

    tion through either an IPO or takeover. An IPO

    allows the founders to convert some of their paper

    wealth into cash at a future date, while a takeover can

    provide such a design through cash proportion in the

    transaction.

    The other comparable aspect is that the level of

    ownership and control can be shifted after either

    IPO or takeover. The owners of private firms can

    establish a level of controlling ownership after IPO by

    retaining a proportion of primary to secondary shares

    (Brennan and Franks, 1997), or by tailoring owner-

    ship slowly in the years after IPO if going public is

    considered as the first stage of gradual sell outstrategy (Zingales, 1995; Mello and Parson, 1998;

    Paganoet al. 1998). In a takeover, change of control

    and ownership can be determined by the methods

    of payment. Typically, cash payment implies that the

    owners of the target must relinquish the control to

    the acquirer at the time of transaction. At the other

    extreme case, fully stock payment may consequently

    offer a control power to the targets owners.

    Brau et al. (2003) explore factors that influence

    firms to choose between going public and takeover.

    They find that firms in more concentrated industries

    are more likely to go public. Going public is also

    more likely when IPO market is hotter than thetakeover market, and when the cost of debt is high.

    IPO is also more likely for firms that have lower

    market-to-book ratios, lower debt level and are larger

    in size. The study is drawn from samples of firms

    across industries. However, this study lacks data at

    individual firm level, including for banks.

    Poulsen and Stegemoller (2008) investigate the

    choice of private companies between going public

    and takeover using industrial firms as their sample

    1988 B. Franciset al.

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    of study. Focusing on firm-specific factors to identify

    difference in growth, capital constraints and asym-

    metric information between the two alternatives,

    they find that firms that eventually go public have

    greater opportunities and face more capital

    constraints.

    Studies have investigated motivations of bank

    mergers and analysed features of target banks incomparison to their comparable banks that stay

    independent.1 Studies on going public banks are very

    limited. Houge and Loughran (1999) analysed the

    long-run performance of banks following IPO and

    changes in operating performance of banks around

    the time of new equity issues. They find that returns

    over a 5-year post-offering holding period are

    significantly below benchmarks. The banks exhibit

    significant low levels of loan loss prior to IPO, but

    increase loan loss allowance up to the industry

    average in the subsequent years following IPO.

    They suggest that the provision of loan losses

    increases as banks adopt marginally riskier loan

    investments. Rosenet al. (2005) use banks to examine

    the decision to go public in comparison to similar

    banks that stay private. Matching samples by asset

    size, they find that going public banks are riskier,

    more likely to be acquired and also more likely to

    become acquirers than those that remain private.

    Following IPO, banks show deteriorating perfor-

    mance measured by return on equity or return

    on assets, or ratio of charge offs to total loans.

    In addition, banks are found to go public in a period

    of high stock market returns.

    III. Factors Affecting IPO Versus M&AChoice in Banking Industry

    Regulation-related factors

    Restrictions on geographic entry may affect the

    choice between going public and selling out. Banks

    were subjected to severe entry barriers in the form

    of intrastate branching and interstate banking restric-

    tions. Prior to the federal regulation of McFadden

    Act 1927, The National Banking Act of 1864 was

    interpreted to ban national banks from branchingin the states where state banks were allowed to

    branch. The inequality restriction between the banks

    was ceased by the passage of McFadden Act of 1927

    and GlassSteagall Act of 1933. The amendment gave

    national banks the same power of the state-chartered

    banks to establish branches.

    Regardless of the passage of the McFadden and

    GlassSteagall Acts, however, many states continued

    implementing restrictions on bank branching. Prior

    to the 1970s most states had laws restricting within-

    state branching. Restrictions of intrastate branchingvaried from state to state, but typically state

    authorities formulated the regulations on the basis

    of minimum size of population, administrative region

    boundaries, the presence or adequacy of a bank in the

    allowed boundaries, the distance of a new branch

    from existing bank or branch and the size of a branch

    (Amel, 1993).2 By 1970, 39 states restricted branch-

    ing, including those that completely banned branch-

    ing and others that put limits on branching. Only

    11 states allowed statewide branching. Most states

    with restrictions on intrastate branching only allowed

    banks to expand by acquiring a bank, which eventu-

    ally was converted into a subsidiary or branch.

    In states with limited branching, banks made mul-

    tiple acquisitions to expand their network. In states

    with statewide branching, a bank could expand by

    acquiring any bank located in the same state

    (Amel, 1993; Carrow and Heron, 1998; Kroszner

    and Strahan, 1999; Johnson and Rice, 2007).

    Bank Holding Company (BHC) structure was

    used as a way to circumvent branching restrictions.

    A Multi-Bank Holding Company (MBHC) owns

    multiple banks and places them under the same

    ownership. However, technically, they cannot operate

    as a single network. Each bank has to operateindependently and meet all regulatory requirements,

    and the bank subsidiary is treated as if it runs as

    a stand-alone bank. Although the creation of MBHC

    was allowable, some states also placed restrictions

    on the BHC expansion within the states. These

    restrictions include the ban on BHC to own more

    than one bank and limitation on BHCs expansion by

    setting the percentage of state bank deposits that

    could be controlled (Amel and Liang, 1992; Savage,

    1993; Johnson and Rice, 2007)

    In addition to intrastate branching, banks are

    historically restricted to expand across state borders.

    The Douglas amendment to the BHC Act of 1956prohibited bank holding companies from buy out-

    of-state banks, unless the states in which the target

    banks located specifically permitted such acquisitions.

    1 See, for example, Hunter and Wall (1989), Hawawini and Swary (1990), OKeefe (1996), Berger et al. (1999) and Wheelockand Wilson (2004).2 For example, Florida and New Hampshire still strictly ban branching. Alabama restricted branches in countries with lowerthan a specified population level. Minnesota prohibited branching, but permitted facilities within 1000 feet of the main office.Other states used a combined measure consisting of bank size, population served and distance from main office as a branchingdetermination (Amel, 1993).

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    This Act prohibited interstate banking, except for

    19 small multistate BHCs that were given grand-

    fathered rights that allow them to continue to operate

    in multistates. Since no state allowed such acquisitions

    defined in the Act, interstate banking was effectively

    prohibited until 1980s.3

    Both federal and state laws historically prohibited

    banks from establishing branches across state lines.As mentioned previously, the McFadden Act of 1927

    established in-state branching laws for national banks

    and for state-chartered banks that are members of the

    Federal Reserve System. However, the Act prohibited

    these banks from branching outside their home state.

    The passage of the BHC Act of 1956 provided states

    with controls to rule interstate banking activities by

    BHC; however, it does not provide powers for states

    to regulate these banks on interstate branching.

    Interstate branching restrictions continued on these

    banks until the RiegleNeal Interstate Banking

    and Branching Efficiency Act (IBBEA) was passed

    in 1994. Prior to this Act, only eight states permitted

    some degree of interstate branching, but it only

    applies to state nonmember banks (Savage, 1993).4

    Since 1970s, more states started relaxing bank

    branching, and in 1980s, more states allowed inter-

    state banking laws for MBHC. Throughout the rest

    of the century, individual states set up their own

    banking legislation. The level of deregulation and

    the time it was introduced varied from one state to

    another. As of 1994, five states had laws that limited

    intrastate branching, seven states had statewide

    branching with restrictions and the remainder

    allowed full statewide branching. All states butHawaii had allowed regional interstate banking by

    BHC by the year 1994 (Amel, 1993; Carrow and

    Heron, 1998; Kroszner and Strahan, 1999).

    The RiegleNeal IBBEA of 1994 is a culmination

    of deregulation on interstate banking and branching.

    It replaces the existing state-level legislation on

    interstate banking and branching. The Act allows

    BHC to acquire banks in any state and permits

    nationwide interstate branch banking. The interstate

    branch provision permits banks to consolidate inter-

    state banking subsidiaries into a single bank.5

    The long-standing geographic restrictions have

    contributed to the fragmented structure of the US

    banking industry and to the geographic restrictions

    on competition. Geographic restrictions limit entries

    into local bank markets and impair the market for

    corporate control. Existing studies provide some

    insights on how intrastate and interstate geographic

    restrictions may affect the likelihood of banks to go

    public or engage in takeover.

    Geographic restrictions are found to prevent entry

    to local markets (Beattyet al., 1985; Amel and Liang,1992). Such restrictions on entry may allow many

    inefficient banks to survive during the geographic

    restriction era. Barrier to entry helps the existence

    of limited competition in local deposit and loan

    markets. Lack of competition allows some banks to

    acquire market power that in turn, to some extent,

    may distort the efficiency of banks. For example,

    banks may operate inefficiently because management

    does not screen loan based on competitive rates,

    or banks accept negative Net Present Value (NPV)

    loans because the market power allows banks to seek

    economic rent (Berger et al., 1995).6

    The intrastate and interstate geographic barriers

    limited the set of banking organizations that are

    eligible to acquire banks. For example, many states

    restricted acquisition to acquiring banks in the same

    location. Even if branching by merger is permitted,

    branching restrictions based on the percentage of

    deposits controlled within the state may also insulate

    banks from a takeover threat. This lack of corporate

    control market to discipline management would

    result in inefficiency, due to misalignment of share-

    holders and management objectives (Schranz, 1993;

    Hubbard and Palia, 1995). Reduced activity in the

    corporate control market may contribute to increasedcosts and reduced profitability for banks that operate

    in the states with geographic restrictions. Schranz

    (1993) finds that banks located in states with strict

    restrictions on take over are less profitable than

    banks in states without such restrictions. Jayaratne

    and Strahan (1998) find that operating costs and loan

    losses decrease after statewide intrastate branching

    and interstate banking deregulation. They suggest

    that branching restrictions limit the growth of banks

    and reduced the efficiency of banks on average.

    As the intrastate and interstate banking regulations

    are lifted, the potential acquirers increase and the

    market for corporate control becomes more active.

    Banks can obtain benefits from takeover, including

    3 Maine started allowing out-of-state BHC to buy banks residing in Maine with reciprocity laws since 1978. However, becauseno other states established out-of-state acquisition rules, Maines laws remained inactive until 1980s, when New York andMassachusetts passed interstate banking laws.4 The states that allowed the interstate branching by 1994 are Alaska, Massachusetts, Nevada, New York, North Carolina,Oregon, Rhode Island and Utah.5 See Carrow and Heron (1998) and Johnson and Rice (2007) for further discussions on the authorities of individual statespost the IBBEA Act.6 For evidence on market power, see e.g. Berger and Hannan (1998).

    1990 B. Franciset al.

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    better disciplines of the management of banks

    (Schranz, 1993; Hubbard and Palia, 1995).7

    Jayaratne and Strahan (1998) reported that banks

    loan losses and operating costs fell sharply following

    the removal of interstate branching. They suggest

    that low-cost, high profit banks grow at the expense

    of their less efficient rival banks. Other studies also

    indicate increased scale of economies, increasedmarket power (Amel and Liang, 1992), diversification

    (Demsetz and Strahan, 1997) and incentives of

    managers and directors of potential targets

    (Hadlocket al., 1999).8

    The reduction in geographic restrictions may also

    promote IPO activity. Banks now face much less

    restrictions to expand their business across borders or

    within the state. In response to the expansion

    opportunity, banks can go public to raise funds and

    use them to support their business expansion. Going

    public would also provide a bank with stocks that can

    be used for acquisition in the future (Pagano et al.,1998). Rosen et al. (2005) find evidence that going

    public banks are more likely to become acquirers

    than their counterparts who remain private after

    controlling for size, age and profitability of the bank.

    This finding indicates that becoming acquirers is an

    important motivation that drives banks to go public.

    However, although by going public is hypothetically

    possible for banks to become acquirers, it involves

    a sequence of transitions and entails different sets

    of regulatory requirements. As a result, going public

    becomes a costlier choice for the banks for this

    particular objective, and this is especially difficult

    for banks that had been operating less efficiently inrestricted geographic era.

    Therefore, the lessening of intrastate and interstate

    restrictions is expected to have a positive impact on

    M&A activities. It is predicted that the relaxation

    of geographic restrictions affects privately held

    banks to more likely engage in acquisitions. As the

    deregulation is left to an individual state, each state

    introduced the deregulation in different years. The

    years when interstate and intrastate legislations

    became effective for each state follow those reported

    by Amel (1993) and Kroszner and Strahan (1999).

    Hypothesis 1: The lower the regulatory restrictionsrelated to intrastate or interstate banking activities

    in the states where banks operated, the less (more)

    likely the banks will go public (M&A).

    Branching and acquisition barriers were signifi-

    cantly reduced by the RiegelNeal IBBEA in 1994.

    The act replaces existing state level legislations on

    interstate activities by allowing bank holding compa-

    nies to acquire banks in any state, effective from

    30 September 1995. The interstate branching provi-

    sion allows banks to consolidate their interstate

    banking subsidiaries into a single bank, effectivefrom 1 June 1997.

    The nationwide interstate banking and branching

    replaces the previous regional interstate banking that

    had been introduced prior to the passage of the Act.

    Many individual state laws already permitted inter-

    state banking, but only eight states allowed some

    forms of interstate branching.9 Six states allowed

    interstate branching under reciprocal laws, Nevada

    allowed interstate branching in counties with a

    population of less than 100 000 with nonreciprocal

    laws and Utah permitted nonreciprocal interstate

    branching.10

    Methods of out-of-state branching are extended

    by the passage of the IBBEA. Branching across state

    lines prior to IBBEA can be carried out only by

    two ways. First, a bank can charter a new subsidiary

    or de novo bank in a state other than the state where

    the banks headquarters are located. Second, a bank

    can acquire an out-of-state bank and then convert it

    to a subsidiary of the parent bank. Following the

    IBBEA, BHC can merge subsidiary or branch in four

    ways (Johnson and Rice, 2007). First, the BHC can

    separately acquire chartered institutions. Second, it

    allows interstate agency operations that permit a

    bank subsidiary of a BHC to act as an agent of anaffiliate of the BHC without being legally considered

    as a branch of that affiliate. Third, the Act allows

    banks to consolidate acquired banks or individual

    branches into branches of the acquiring bank, and the

    last is branching by establishment of a new branch

    office of a banking company across state borders as

    long as the states statute expressly allows opening of a

    new branch by out-of-state banks.

    Many believe that the interstate branching provi-

    sion of the IBBEA will have greater influence on the

    activity of corporate control. As the cost of entry

    decreases, bank holding companies can increase their

    opportunities nationwide, and at the same time theIBBEA enables them to convert their subsidiaries

    into branching networks that many argue will reduce

    the costs of running bank holding companies.

    7 Evidence by Hubbard and Palia (1995) shows that turnover and the sensitivity of pay to performance for senior executivesincrease after states allow interstate banking, indicating an increased alignment between management and shareholders.8 Hadlocket al. (1999) show that bank managers with a large ownership stake might push for being acquired in the hope ofreceiving an attractive takeover premium.9 For further explanation and examples on interstate banking prior to the IBBEA, see Savage (1993).10 For further explanation and examples on interstate branching pre- and post-IBBEA, see Johnson and Rice (2007).

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    Grabowskiet al. (1993) show that branch banking is

    a more efficient organizational form than the BHC

    when performance is measured by nonparametric

    frontiers. Carrow and Heron (1998) find that

    investors anticipated that BHCs gain benefits from

    the relaxation of interstate branching restrictions.

    Due to the perceived increased benefits coming from

    the interstate branching, we expect that the corporatecontrol activities will increase as the interstate

    branching comes into effect. A study by Johnson

    and Rice (2007) also finds that the M&A increases

    following the interstate branching. The number of

    banks decreases over time and the number of out-of-

    state branches increases.

    The effect of the nationwide deregulation will be

    tested to examine its impact on the decision of going

    public or M&A. The hypothesis is that banks tend to

    choose to go M&A instead of IPO, since engaging

    in M&A can increase the potential of scale of scope

    and scale of economy more aggressively after the

    passage of the Act, while the cost of organizational

    form reduces.

    Hypothesis 2:Banks are less (more) likely to go public

    (M&A) in the period when geographical unrestricted

    banking activities are permitted.

    Certain types of depository institutions may expe-

    rience changes in the environment of the banking

    industry that lead them to favour going public than

    sellout. A large number of banks and thrifts have

    issued an initial public offering of stock. The issue of

    stock is a response of savings and loans to increased

    growth opportunities that are caused by changes intechnology, increased competition in the savings and

    loan competition, risk bearing and potential scale and

    scope economies (Masulis, 1987; Carhill and Hasan,

    1997; Esty, 1997). Opportunities to grow opened up

    as electronic funds transfer technology allowed

    depository institutions to achieve greater economy

    of scale and scope. The types of services savings and

    loans could offer also expanded as dictated by the

    Depository Institution Deregulation and Monetary

    Control Act of 1980 and the Depository Institutions

    Act of 1982. However, a higher volatility in interest

    rate and interest rate level increased variability of

    earnings and leverage ratios. Going public providedcapital to savings and loans to anticipate increased

    growth opportunities and to prevent insolvency from

    losses and uncertainty in earnings. In the new

    environment, stock type improves thrifts access to

    capital, and allows thrifts to grow steadily in the

    increasingly competitive environment.

    Studies show that a certain type of depository

    institutions prefers to go public because changes

    in their circumstances give them substantial forces

    to favour the benefits from going public. Based on

    previous evidence, this study will test the hypothesis

    that savings institutions are more likely to choose

    IPO than the other type of institution.

    Hypothesis 3: Depository intermediaries chartered as

    savings institutions are more (less) likely to go public

    (M&A).

    Market competitive environment

    Local market environment where banks operate may

    influence the decision to go public or takeover. In less

    concentrated local loans and deposits markets, banks

    may be able to increase market concentration, up to

    an extent, by merger. Being in less competitive

    markets bring benefits to banks. These banks can

    raise their expected profits and reduce risk. Rhoades

    and Ruts (1982) show that banks that can increase

    market concentration experience higher profits and

    less variability in net income. Another benefit is thatregulators are likely to accept proposed banking

    mergers in less concentrated local markets.

    However, in competitive local markets, profitabil-

    ity is more uncertain and pressures for investment in

    new products and services are more intense (Rhoades

    and Ruts, 1982; Masulis, 1987; Esty, 1997). Going

    public can provide capital that can be used to invest

    in new services, raise the level of liabilities, and to

    provide cushion against losses and lower probability

    of insolvency. As in competitive local markets vari-

    ability in earnings is higher, going public can provide

    banks more benefits to offset the negative effects

    from high uncertainty of earnings.Given these two competing arguments, the effect

    of market competitive environment on the decision

    of banks to go public or sellout will be left to the

    outcome of the empirical testing.

    Hypothesis 4:The more competitive the local market,

    the more likely that banks will go public (M&A).

    Bank fundamental factors

    Banks, like other business, have a growth cycle

    in terms of financing and investing. As banks grow,

    their financial needs and investments change. Youngbanks may heavily depend on internal financing or

    acquisition of deposits. As banks become mature,

    banks are more likely to go public to meet their need

    for growth, especially in response to encouraging

    conditions, such as good economic environment

    (Ritter and Welch, 2002; Brau et al., 2003; Pastor

    and Veronesi, 2005), or deregulation (Esty, 1997).

    A model by Chemmanur and Fulghieri (1999) also

    predicts that older firms are more likely to go public

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    because the evaluation costs on going public firms

    depend on the amount of information already avail-

    able in the public domain about the firm and its

    management, which is positively related to the years

    of establishment of the firm.11

    Younger banks may be at a disadvantage due to

    lack of information available to investors. These

    banks may find that acquisition provides a betterdeal on specific aspects that fit the acquirers purposes

    given their stage of growth, and receives better eval-

    uation for the particular features. Therefore, every-

    thing else being the same, older banks are expected to

    be more likely to go public. The age of a bank is

    measured from the time when the bank is found to the

    time when it goes public or engages in M&A.

    Hypothesis 5:Older banks are more (less) likely to go

    public (M&A).

    Bank size represents the resources and capability

    of the bank to successfully compete as a publicly

    traded entity. Even before accessing the public

    market, a bank should consider its resources for the

    direct and indirect costs involved in issuing new

    securities. Pagano and Roell (1998) point that IPOs

    involve high explicit fixed costs. Ritter (1987) has

    estimated that the fixed cost of going public can reach

    $2 50 000 and the variable costs are about 7% of the

    gross proceed of the IPO. As the costs are not linear

    to size, smaller banks will face the costs at a larger

    proportion than banks with bigger size.

    In addition to the direct costs of going public,

    smaller banks may experience larger asymmetric

    information between issuers and investors. They aretypically followed by fewer analysts, and this asym-

    metric information adversely determines the magni-

    tude of IPO pricing. On the other hand, small banks

    may find sellout as a better option than going public.

    They may not be adversely affected by the cost of

    going public that can hinder them even from the

    beginning stage of going public, or the costs of higher

    underpricing because the small banks possess high

    asymmetric information.

    Thus, for the size factor, it is predicted that bigger

    banks prefer to go public. The variable that will be

    used to measure the size is total assets. Total asset

    is widely used as a proxy of size for banks. The higher

    the asset of a bank, the more likely that the bank

    chooses to go public.

    Hypothesis 6:The bigger (smaller) the size, the higher

    the probability that banks go public (M&A).

    Banks manage the amount of capital to reduce the

    chance of bank failure, to meet capital adequacy set

    by regulatory authorities, and to lessen moral hazard

    by reducing the incentive of bank owners to take risk.

    Banks with substantial growth in the past would

    eventually opt to raise capital, as capital ratio holding

    becomes shrinking due to growth in their asset

    size prior to going public. Findings by Houge andLoughran (1999) and Rosen et al. (2005) show IPO

    banks in general grow significantly faster in their

    assets prior to the stock issuance. Poulsen and

    Stegemoller (2008) also find that going public firms

    tend to grow significantly in total assets and capital

    expenditures prior to the public offering. These banks

    may find it necessary to increase their capital holding

    to meet the requirement and to provide a cushion

    against unpredicted losses. Houge and Loughran

    (1999) suggest that some banks went public to take

    advantage of growth opportunities, and invested the

    capital raised from the offering in marginally riskierloans that eventually made these banks relatively

    experience larger loan write-off than the average

    banking industry. We expect that banks that ulti-

    mately go public exhibit low capital-to-asset ratio.

    The target banks are expected to have relatively

    higher capital-to-asset ratio than going public banks.

    The target banks are also found to have a high

    growth in total assets (Hunter and Wall, 1989;

    OKeefe, 1996). With other things constant, banks

    that experience the same growth as others but hold

    higher capital ratio may find takeover a better option.

    Acquirers may place higher values to banks with

    excess capital. At the same time, acquirers may find

    them attractive since excess capital can be used as a

    means to help them grow once acquisitions complete.

    In addition, return on equity of target banks would

    rise following the reduction of capital holding of the

    targets.

    To test the effect of capital ratio to the likelihood

    of going public or takeover, capital ratio is measured

    by standardizing it to total assets. Banks with

    relatively lower capital ratio are predicted to go

    public.

    Hypothesis 7: The lower (higher) the capital, the

    higher the probability that banks go public (M&A).

    Core deposits may also be a factor in determining

    the choice between going public and acquisition. Core

    deposits are the base of demand and savings accounts

    that banks can expect to maintain for an extended

    11 In spite of this common prediction, Rosen et al. (2005) find that younger banks are more likely to go public than stayprivate using a size-matching sample.

    The choice of IPO versus M&A 1993

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    period of time. They include deposits that are

    acquired from noninterest bearing deposit demand

    account, NOWs and savings accounts.

    Core deposits are seen as an essential and stable

    source of funds for lending. They are influential

    because the accounts generally carry lower interest

    rates than other funds obtained from the open

    market, making them valuable low-cost funds forbanks. Using low-cost core deposits as source of

    funds allows banks to generate high margin products

    because interest rates differential between typical

    loans and core deposit funds can be significant.

    In addition, these accounts experience less interest

    rate sensitivity than other short-term accounts, and

    may insulate borrowers against exogenous changes

    in aggregate credit risk (Berlin and Mester, 1999).

    Perhaps the most important feature of core deposits

    is that customers usually open these accounts and

    remain with the banks for quite a long time. They

    usually stay with the banks and emphasize on

    relationship with the banks. This makes core deposits

    a stable source of funds for lending.

    Core deposits can be attractive for both going

    public and bank acquisition. The volume of core

    deposits would give an edge to banks that are about

    to go public. Having a strong deposit base along with

    the possibility of expanding products offered to the

    customers of these accounts could lead to potential

    earnings in the future. For a bank acquisition, the

    buyer receives a built-in base of stable customer

    relationships through accounts associated with core

    deposits. These deposits benefit the buyer by provid-

    ing low-cost funds, and helping to boost profits whileat the same time reducing the interest rate risk. In

    addition, for acquisition, deposit relationships may

    provide even more value addition through the cross-

    selling opportunities to these customers.

    However, everything else being the same, banks

    with a higher level of core deposits can be especially

    valuable in the view of acquirer due to tax benefit of

    these accounts. Core deposits can be viewed as

    intangible assets to banks; they become worthless or

    meaningless when they are separated from the

    business. In the valuation of acquisition, intangible

    assets can be amortized for federal income tax

    purposes. As a result, significant tax savings may berealized from acquiring banks with a higher volume

    of core deposits. We predict that banks with relatively

    higher core deposits will tend to be acquired.

    In addition, evidence in the bank merger literature

    suggests that core deposit is one of strategic

    profiles of target banks (Hunter and Wall, 1989).

    Wheelock and Wilson (2004) also find that higher the

    core deposit ratio is positively related to merger

    probability.

    Hypothesis 8: The lower (higher) the banks core

    deposit, the more likely that the bank goes

    public (M&A).

    Any banking organization must ensure that

    adequate liquidity is maintained in order to meet

    customer withdrawal requirements, satisfy contrac-

    tual liabilities, fund operations and for loans. Sourcesof liquidity include assets readily convertible to cash,

    including investments and other securities with matu-

    rity in 1 year or less, interest bearing balances at

    other banks and short-term debt that is money

    market related.

    In the financial market, an excess liquidity signals

    inept management who may not be efficient in asset

    management. On the other hand, high liquidity may

    signal a higher value to potential acquirers as more

    liquidity means less risky and also more unused assets

    that can be used for new capital budgeting decisions

    to the acquirers. OKeefe (1996) find that compared

    to banks that stay independent, the probability ofengaging in merger increases with bank liquidity.

    Therefore, it is expected that banks with low liquidity

    are more likely to go public.

    Hypothesis 9: The lower (higher) the liquidity, the

    more likely that banks go public (M&A).

    IV. Data and Methodology

    Data

    The sample used for the analysis consists of bank IPO

    and bank takeover samples. The bank IPO sample

    is obtained from the Securities Data Company (SDC)

    Global New Issues database for US banks that went

    public in the period 1985 to 1999. The initial sample

    of IPO consists of 361 banks. Then the FDIC

    certificate number and Fed ID number for each

    bank are matched. We found 337 banks with the

    ID numbers. Each bank is also required to have

    sufficient data available for the hypothesis tests. As

    some of the banks did not have data available

    from the FDIC database, the final IPO sample

    consists of 272 banks.In the same way, the bank takeover sample is

    initially drawn from the SDC M&A database for

    US bank M&As that occurred between 1985 and

    1999. We utilized all US banks that are privately held

    targets and completed the M&A deals with US bank

    acquirers. The initial number was 4393. The list was

    matched with the merger list provided by Federal

    Reserve Bank of Chicago, and selected only the

    M&As that are not involved in government assistance.

    1994 B. Franciset al.

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    This gave 790 banks. Finally, due to data availability,

    the target banks sample has 440 banks.

    The FDIC database provides most of the data

    needed for the hypothesis tests. The FDIC database

    provides financial data and history of all entities

    filing the Report of Condition and Income (Call

    Report) and some savings institutions filing the OTS

    Thrift Financial Report (TFR). The entities includecommercial banks, savings banks and savings and

    loans. Other databases employed in this study include

    Center for Research in Security Prices (CRSP)

    (for the stock market returns). The years when state

    allowed intra or interstate banking activities are

    provided by Kroszner and Strahan (1999). The

    years are used to define whether a state already

    allowed intrastate branching or interstate banking

    when a bank went public or are acquired. This is to

    reflect intrastate and interstate banking activity

    restrictions.

    Methodology

    The aim of the analysis is to test factors that may

    affect privately held banks to choose between IPO

    and M&A. A binomial choice model is developed

    with the regulatory, market competitive environment

    and firm fundamental factors as the influencing

    aspects contributing to the decision taken by private

    banks. This problem is suitable for examination

    and testing using a logistic regression methodology.

    The binomial choice variable is one for banks that

    choose to go public, and zero for banks that decided

    to go M&A, with the influencing factors as indepen-

    dent variables in the logistic regression method.

    The maximum likelihood estimation method is

    performed for the following model:

    ln Pi

    1Pi

    0

    X3j1

    jXji 4X4i

    X9j5

    jXjiX13

    j10

    jXjiui

    where

    i i-th observation,

    j 1,2, 3 regulatory environment factors(STATEREG, DEREG, SVINST),

    j 4 market competitive environment

    factors (MSA),

    j 5, . . . , 9 firm fundamental factors (AGE,

    LASSET, CAPITAL, CORE,

    LIQUIDITY),

    j 10, . . . , 13 control variables.

    The logistic model defines Pi eXi=1eXi as

    the probability that i-th bank will offer IPO. Xiis the

    vector of factors that are used to distinguish banks

    that went public from M&A, and is the vector of

    estimated coefficients.Pi=1Piis the odds indicat-

    ing how often IPO happens relative to how often

    it does not occur. The logit, i.e. natural log of the

    odds, is linearly related to the explanatory variables.

    Variables

    Variables used for the logistic regression estima-

    tions are as follows. The regulatory environment

    factors consist of three variables: state regulation

    (STATEREG), bank deregulation at national level

    (DEREG) and type of banks (SVINST). A dummy

    variable is used for each of these variables.

    STATEREG equals one if the states in which banks

    went public or merged allowed full intrastate

    branching or interstate banking activities. DEREG

    depicts the geographical deregulation on banking

    industry at the national level. Effective from 1997,

    geographical restriction is eliminated as a result of

    RiegelNeal Act. A dummy variable of one is

    assigned if banks went public or M&A in the post-

    deregulation era, the year of 1997, else a dummy

    variable of zero is assigned. Type of bank institution

    is represented by SVINST, which equals one for

    savings banks and zero for commercial banks. We

    define savings banks as savings institutions and

    savings and loans associations.

    The market competitive factor is represented by

    Metropolitan Statistical Area (MSA).12

    Antitrustanalysis has relied on the definition of a banking

    market at the MSA level (Dick, 2008). MSA is to

    indicate whether a bank is in MSA area or not. The

    dummy variable is utilized for this purpose, with

    MSA equal to one for banks operated in MSA areas.

    Urban banking markets are considerably less con-

    centrated than rural areas as the number of banks

    competing in urban areas is larger than that in rural

    markets.

    Firm fundamental factors have five variables: AGE,

    LASSET, CAPITAL, CORE and LIQUIDITY.

    AGE is measured as years from when a bank is

    established to the year when the bank went public orinvolved in M&A. LASSET is the log of total assets.

    CAPITAL is the level of equity of a bank divided

    by total assets, CORE is the level of core deposit

    over total assets and LIQUIDITY is the ratio of the

    sum of securities and cash to total assets.

    Control variables include economic environment

    factor measured by Standard and Poor (S&P) returns

    12 Many recent papers define local banking market by MSA, see Dick (2008) for a recent example.

    The choice of IPO versus M&A 1995

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    at the day when the banks go public or when the

    M&A deal is completed. The market practice factors

    comprise LPREMIUM and TIMING variables.

    LPREMIUM is measured by taking the natural

    logarithm of the difference between the premium paid

    for public bank targets and that for private bank

    targets. TIMING is a lagged relative volume that

    measures the volume of IPOs over the volume ofM&A in the previous year when a bank conducted

    IPO or M&A. These factors are used to control

    economics and market practices, which are found

    to be influential (Brau et al., 2003).

    V. Empirical Results and Discussion

    Figure 1 presents the distribution of IPO and M&A

    samples over the period January 1985 to December1999. The bars represent the number of bank IPOs

    and bank takeovers in each year. As shown in the

    graph, a larger number of banks went public in

    the years between 1985 and 1988. The trend reverses

    in early 1989, with a larger number of banks chose to

    be acquired.

    Table 1 reports descriptive statistics of variables

    for the whole sample of bank IPOs, and for savings

    institution and commercial bank sub-samples. As

    shown in Table 1, more than 90% banks went public

    during the time when states in which they located

    have allowed full intrastate or interstate banking.

    About half of the sample is savings institutions orsavings and loans associations.

    The MSA variable is a proxy used to identify

    whether a bank operates in a high competition

    market. Overall, more than half of the banks going

    public operate in highly competitive local markets.

    Around 79% of the bank IPOs are located in MSA

    areas, almost 90% for savings institution IPOs and

    around 67% for commercial bank IPOs.

    Looking at the descriptive statistics of firm funda-mental factors, the average age of the bank that

    chooses IPO is 64.5 years, with the savings institutions

    that do so older than the commercial banks (84 years

    versus 40 years). The rest of the firm fundamental

    factors are also interesting to look at. The average size,

    measured by the log of total assets, is 12.0696 ($174

    million) for the full sample. The savings institutions

    ($305 million) are much larger than the commercial

    banks ($89 million). For capital ratio, the full sample

    has an average of 0.0739. Savings institutions are

    found to have a much lower capital ratio than

    commercial banks do (0.0539 versus 0.0984).Similarly, the liquidity ratio of savings institutions

    (0.2400) is lower than that of commercial banks

    (0.2666). However, the core deposit ratio is shown to

    be higher in the savings institutions (0.8188 compared

    to 0.7521), although the magnitude may not be

    considerably larger. In summary, savings institutions

    that choose IPO are more mature and larger than

    commercial banks that choose IPO, and their funda-

    mental structures are quite different. Savings institu-

    tions seem to rely on core deposits, while commercial

    banks hold more capital and liquidity.

    Table 2 shows descriptive statistics for the full

    sample of bank M&As, savings institutions and

    commercial bank sub-samples.

    Fig. 1. Number of bank IPOs and M&As in the sample by yearNote: The sample consists of 272 bank IPOs and 440 bank M&As from January 1985 to December 1999.

    1996 B. Franciset al.

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    Table1.

    DescriptivestatisticsforthesampleofbankIPOs

    PanelA.F

    ullsample

    PanelB.Savingsinstitutions

    PanelC.Commercialbanks

    Variable

    Mean

    SD

    Minimum

    Maximum

    Mean

    SD

    Minimum

    Maximum

    Mean

    SD

    M

    inimum

    Maximum

    Regulatoryfactors

    STATEREG*

    0.9302

    0.2554

    0

    1

    0.5000

    0.5017

    0

    1

    0.9508

    0.2171

    0

    1

    DEREG

    0.1324

    0.3395

    0

    1

    0.0200

    0.1405

    0

    1

    0.2705

    0.4461

    0

    1

    SVINST

    0.5515

    0.4983

    0

    1

    NA

    NA

    NA

    NA

    NA

    NA

    N

    A

    NA

    Marketcompetitiveness

    MSA

    0.7868

    0.4104

    0

    1

    0.8800

    0.3261

    0

    1

    0.6721

    0.4714

    0

    1

    Firmfundamentalfactors

    AGE

    64.5368

    44.8384

    0

    165

    83.9533

    40.1481

    1

    165

    40.6639

    38.4185

    0

    137

    LASSET

    12.0696

    1.4000

    9.1089

    16.3690

    12.6301

    1.3114

    9.1089

    16.3690

    11.3842

    1.1870

    9.2281

    16.1000

    CAPITAL

    0.0739

    0.0740

    0.0662

    0.7435

    0.0539

    0.0344

    0.0662

    0.2242

    0.0984

    0.0983

    0.0435

    0.7435

    CORE

    0.7892

    0.1355

    0.1562

    1.0148

    0.8188

    0.1287

    0.3639

    1.0148

    0.7521

    0.1351

    0.1562

    0.9235

    LIQUIDITY

    0.4048

    0.2554

    0.0072

    1.3155

    0.3661

    0.2400

    0.0348

    1.3155

    0.4534

    0.2666

    0.0072

    1.2827

    Economicfactor

    MRET(%)

    0.1587

    0.8039

    4.3510

    2.2040

    0.2591

    0.7587

    4.3510

    1.8730

    0.0352

    0.8430

    4.3510

    2.2040

    Industrypracticefactors

    LPREMIUM

    4.8044

    0.6513

    2.8326

    6.2454

    4.7463

    0.4867

    1

    6.2454

    4.8760

    0.8057

    2.8326

    6.2454

    TIMING

    8.1764

    15.5053

    0.4000

    85.3333

    4.0517

    12.2276

    0.4

    85.3333

    13.2477

    17.5304

    0.4000

    85.3333

    Notes:Thefullsampleconsis

    tsof272USbankIPOsfromJanuary

    1985toDecember1999.STATEREG

    isadummyvariableequaltooneifthestatewhereanIPOis

    locatedpermittedfullintrastateorinterstatebanking.SVINSTisadummyvariableequaltooneiftheIPO

    isasavingsinstitution(savingsbanksorsavingsandloans).

    DEREGisadummyvariablewithavalueofoneiftheIPOgoespubliconoraftertheyearoftheRiegelNealAct(1997).

    *indicatesthatthevariableis

    INTRA,insteadofSTATEREG,forS

    avingsInstitutionssub-sample.INTRA

    isadummyvariableequaltooneifth

    estatewhereanIPOis

    locatedallowedfullintrastate

    branching.MSAisadummyvariablew

    ithavalueofoneiftheIPOislocatedinaMetropolitanStatisticalArea.AGE

    isthenumberofyears

    anIPOhasbeenestablishedt

    otheyearofitsgoingpublic.LASSET

    isthelogoftotalassets.CAPITAListotalcapitaldividedbytotalassets.COR

    Eistotalcoredeposits

    dividedbytotalassets.LIQUIDITYisthesumofcashandsecurities

    dividedbytotalassets.NAisnotapplie

    d.MRET(%)ismarketreturns.LPRE

    MIUM

    isthelogofthe

    premiumdifferencebetweenp

    ublicandprivatetargets.TIMINGisamarkettimingvariablemeasuredbycalc

    ulatingthenumberofM&Ainthepreviousyeardividedbythe

    numberofIPOsoverthesam

    etimeperiod.

    The choice of IPO versus M&A 1997

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    Table2.

    DescriptivestatisticsforthesampleofbankM&As

    PanelA.Fullsample

    PanelB.Savingsinstitutions

    PanelC.Commercialbanks

    Variable

    Mean

    SD

    Minimum

    Maximum

    Mean

    SD

    Minimum

    Maximum

    Mean

    SD

    M

    inimum

    Maximum

    Regulatoryfactors

    STATEREG

    0.9955

    0.0673

    0

    1

    0.8280

    0.3795

    0

    1

    0.9942

    0.0760

    0

    1

    DEREG

    0.3182

    0.4663

    0

    1

    0.2473

    0.4338

    0

    1

    0.3362

    0.4731

    0

    1

    SVINST

    0.2114

    0.4087

    0

    1

    NA

    NA

    NA

    NA

    NA

    NA

    N

    A

    NA

    Marketcompetitiveness

    MSA

    0.7205

    0.4493

    0

    1

    0.6774

    0.4700

    0

    1

    0.7304

    0.4444

    0

    1

    Firmfundamentalfactors

    AGE

    42.9705

    37.4379

    1

    193

    53.5914

    37.6893

    1

    174

    40.1971

    36.9834

    2

    193

    LASSET

    11.3200

    0.9254

    8.9121

    14.9431

    11.4608

    1.1084

    8.9121

    14.9431

    11.2740

    0.8610

    9.3846

    13.9357

    CAPITAL

    0.0899

    0.0322

    0.0043

    0.2357

    0.0837

    0.0441

    0.0097

    0.2357

    0.0916

    0.0281

    0.0043

    0.2087

    CORE

    0.7824

    0.0784

    0.4526

    0.9842

    0.7778

    0.0936

    0.4526

    0.9842

    0.7841

    0.0727

    0.4797

    0.9220

    LIQUIDITY

    0.5090

    0.2951

    0.0032

    1.6807

    0.4130

    0.3045

    0.0032

    1.3612

    0.5364

    0.2875

    0.0219

    1.6807

    Economicfactor

    MRET

    0.0712

    0.8492

    3.0827

    3.8609

    0.0540

    0.7971

    3.0827

    1.4492

    0.1040

    0.8630

    3.0108

    3.8609

    Industrypracticefactors

    LPREMIUM

    4.7530

    0.8820

    2.8326

    6.2454

    4.5966

    0.8655

    2.8326

    6.2454

    4.7937

    0.8803

    2.8326

    6.2454

    TIMING

    18.6295

    17.4818

    0.4000

    85.3333

    20.2345

    15.3705

    2.6364

    53.6667

    18.2603

    18.0358

    0.4000

    85.3333

    Notes:Thefullsampleconsistsof440USbankM&AsfromJanuary1985toDecember1999.STATEREGis

    adummyvariableequaltooneifthest

    atewhereatargetbank

    islocatedpermitsfullintrasta

    teorinterstatebanking.SVINSTisad

    ummyvariableequaltooneifthetargetisasavingsinstitution(savingsbanksorsavingsandloans).

    DEREGisadummyvariablewithavalueofoneifthebankengage

    sinM&AonoraftertheyearoftheR

    iegelNealAct(1997).MSAisadumm

    yvariablewithavalue

    ofoneifthetargetbankislo

    catedinaMetropolitanStatisticalArea.AGEisthenumberofyearsabankhasbeenestablishedtotheyearofitsm

    ergers.LASSETisthe

    logoftotalassets.CAPITAL

    istotalcapitaldividedbytotalassets.COREistotalcoredepositsdividedbytotalassets.LIQUIDITYisthesumofcas

    handsecuritiesdivided

    bytotalassets.NAmeansno

    tapplied.MRET(%)ismarketreturn

    s.LPREMIUM

    isthelogofthepremiumdifferencebetweenpublicandprivatetargets.TIMINGis

    amarkettimingvariablemea

    suredbycalculatingthenumberofM&Ainthepreviousyeardividedbythe

    numberofIPOsoverthesametimepe

    riod.

    1998 B. Franciset al.

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    The findings in regulatory factors indicate that

    around 21% of the bank M&A sample is depository

    intermediaries chartered as savings institutions. Of

    the full sample, around one-third of the banks are

    taken over in the period when banking activities

    are geographically unrestricted. Only around 25% of

    savings institutions, and about one-third of commer-

    cial banks are acquired in that period of time. Thus,on average, less than half of private bank takeovers

    occur during the geographical deregulation era.

    For the market competitive environment factor,

    it shows that around two-thirds of target banks are

    located in urban areas. About 73% of commercial

    banks are located in competitive local market

    compared to a small percentage (68%) of savings

    institutions. On average, over half of the target banks

    operate in high competition market.

    Description of age, size, capital ratio, core ratio

    and liquidity ratio of bank that choose M&A are

    shown under firm fundamental factors. The average

    age of the bank M&A sample is 43 years. The length

    of establishment is longer (around 54 years) for

    savings institutions than for commercial banks

    (40 years). The size of bank that chose M&A is

    11.32, or $82 million on average, with savings

    institutions ($95 million) larger than the commercial

    banks ($79 million). The capital ratio of the bank

    M&A sample is around 0.09. This ratio level is quite

    similar between savings institutions (0.0837) and

    commercial banks (0.0916). The core deposit ratio

    is also quite similar between savings institutions

    (0.7778) and commercial banks (0.7841). The average

    core deposit ratio is 0.7824 for the full sample. Thelast variable, liquidity, is found to be lower for

    savings institutions (0.413) than for commercial

    banks (0.5364). In brief, savings institutions that

    choose merger are older and larger than commercial

    banks that do so, and the commercial banks have a

    higher liquidity ratio than the savings institutions do.

    The average market return is 0.0712% for bank

    takeovers. In particular, the average market return is

    0.054% for savings institution targets, and 0.104%

    for commercial bank targets. This shows that, on

    average, commercial banks are acquired during the

    time when the economic environment is better.

    Turning to descriptive statistics of market practicefactors, the log of the difference in premium paid

    between public bank targets and private bank targets

    is around 4.753 or $116 million. The average

    premium difference is 4.5966 ($98 million) for savings

    institution M&A, and 4.79 ($121.5 million) for

    commercial bank M&A. The TIMING (volume

    of mergers divided by volume of IPO) suggests that

    banks are more likely to agree to takeover during

    heavy periods of M&A deals. This is especially

    obvious for savings institutions (20) compared to

    commercial banks (18). Thus, timing may encourage

    savings institutions to undertake merger deals.

    These sections present descriptive statistics of the

    bank IPO and bank M&A samples for each variable.

    They summarize the data used in the analysis for

    each sample. The next section gives an idea how the

    two samples differ in terms of their central tendencies.

    Difference test between bank IPO andbank M&A samples

    Tests of the mean differences between IPO and M&A

    samples for all factors are presented in this section.

    t-tests are conducted to test whether the mean

    between bank IPOs and bank targets for each

    variable are equal. Thus, the null hypothesis is that

    the mean difference is zero. The alternative hypoth-

    esis is that the difference is not equal to zero. The

    associated p-value less than 0.01 rejects the null

    hypothesis at a 1% level of confidence (two sided)and leads to the conclusion that the means of IPO

    and M&A samples are different.

    Table 3 reports the results of the tests. Overall, the

    means of regulatory factors, market competitiveness,

    most of the firm fundamental factors and market

    timing are significantly different between the IPO and

    M&A samples, with corresponding p-values less

    than 0.01.

    Interesting results on firm fundamental factors

    show related financial characteristic of banks that

    may affect the choice between IPO and M&A.

    On average, the age of banks chosen IPO is 64.5years compared to 43 years for banks that are the

    target of M&A. Banks conducting IPOs are found to

    be larger than target banks, with an average size of

    $175 million for bank IPOs and $82 million for target

    banks. A t-test confirms these differences in means

    for age and size. The capital ratio of bank IPOs is

    shown to be lower (0.0739) than that of target banks

    (0.0899). The liquidity ratio is also lower for bank

    IPOs (0.4048 compared to 0.509). These two variables

    are also found to be significantly different at a 1%

    level of confidence. Thus, it can be concluded that

    fundamental characteristics of banks may contribute

    to the decision of banks to go public rather thanengage in M&A.

    Tests on the economic factor show that means

    of bank IPO and bank M&A stock market returns

    are considerably different. Banks apparently conduct

    IPOs when stock market returns are relatively high

    (0.1587%) on average, while bank takeovers occur

    when stock market returns are relatively low

    (0.0712%). Although the t-test for this factor is not

    significant at the 1% level, the result supports

    The choice of IPO versus M&A 1999

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    Table3.

    DifferencesinmeansbetweenbankIPOsandbankM&Asusingfullsamples

    PanelA.IPOsample(N272)

    PanelB.M&Asample(N440)

    Variable

    Description

    Median

    Mean

    SD

    Median

    Mean

    SD

    t-value

    p-value

    Regulatoryfactors

    STATEREG

    Stateallowin

    traorinterstatebankingdummy

    1.0000

    0.9302

    0.2554

    1.0000

    0.9955

    0.0673

    5.09