Difference between revisions of "VC Acquisitions Paper"

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==NAIC Codes==
 
==NAIC Codes==
  
===IT===
+
===Information and Communications Technology (IT)===
  
 
The following is our definition of IT:
 
The following is our definition of IT:
Line 577: Line 577:
 
  811213 both 811213  Communication Equipment Repair and Maintenance
 
  811213 both 811213  Communication Equipment Repair and Maintenance
  
===Biotech===
+
===Biotech (BT)===
  
 
The following is our definition of Biotech:
 
The following is our definition of Biotech:
Line 594: Line 594:
 
  6215 both 621511  Medical Laboratories   
 
  6215 both 621511  Medical Laboratories   
 
  6215 both 621512  Diagnostic Imaging Centers
 
  6215 both 621512  Diagnostic Imaging Centers
 +
 +
===Other High Tech (HT)===
 +
 +
The following is our definition of other High-tech:
 +
 +
211 both 211111 211111  Crude Petroleum and Natural Gas Extraction 
 +
211 both 211112 211112  Natural Gas Liquid Extraction 
 +
2211 both 221111 221111  Hydroelectric Power Generation 
 +
2211 both 221112 221112  Fossil Fuel Electric Power Generation 
 +
2211 both 221113 221113  Nuclear Electric Power Generation 
 +
2211 both 221119 221119  Other Electric Power Generation 
 +
2211 both 221121 221121  Electric Bulk Power Transmission and Control 
 +
2211 both 221122 221122  Electric Power Distribution 
 +
324 both 324110 324110  Petroleum Refineries 
 +
324 both 324121 324121  Asphalt Paving Mixture and Block Manufacturing 
 +
324 both 324122 324122  Asphalt Shingle and Coating Materials Manufacturing 
 +
324 both 324191 324191  Petroleum Lubricating Oil and Grease Manufacturing 
 +
324 both 324199 324199  All Other Petroleum and Coal Products Manufacturing 
 +
3251 both 325110 325110  Petrochemical Manufacturing 
 +
3251 both 325120 325120  Industrial Gas Manufacturing 
 +
3251 both 325131 325131  Inorganic Dye and Pigment Manufacturing 
 +
3251 both 325132 325132  Synthetic Organic Dye and Pigment Manufacturing 
 +
3251 both 325181 325181  Alkalies and Chlorine Manufacturing 
 +
3251 both 325182 325182  Carbon Black Manufacturing 
 +
3251 both 325188 325188  All Other Basic Inorganic Chemical Manufacturing 
 +
3251 both 325191 325191  Gum and Wood Chemical Manufacturing 
 +
3251 both 325192 325192  Cyclic Crude and Intermediate Manufacturing 
 +
3251 both 325193 325193  Ethyl Alcohol Manufacturing 
 +
3251 both 325199 325199  All Other Basic Organic Chemical Manufacturing 
 +
3252 both 325211 325211  Plastics Material and Resin Manufacturing 
 +
3252 both 325212 325212  Synthetic Rubber Manufacturing 
 +
3252 both 325221 325221  Cellulosic Organic Fiber Manufacturing 
 +
3252 both 325222 325222  Noncellulosic Organic Fiber Manufacturing 
 +
3253 both 325311 325311  Nitrogenous Fertilizer Manufacturing 
 +
3253 both 325312 325312  Phosphatic Fertilizer Manufacturing 
 +
3253 both 325314 325314  Fertilizer (Mixing Only) Manufacturing 
 +
3253 both 325320 325320  Pesticide and Other Agricultural Chemical Manufacturing 
 +
3255 both 325510 325510  Paint and Coating Manufacturing 
 +
3255 both 325520 325520  Adhesive Manufacturing 
 +
3255 both 325910 325910  Printing Ink Manufacturing 
 +
3259 both 325920 325920  Explosives Manufacturing 
 +
3259 both 325991 325991  Custom Compounding of Purchased Resins 
 +
3259 both 325992 325992  Photographic Film, Paper, Plate, and Chemical Manufacturing 
 +
3259 both 325998 325998  All Other Miscellaneous Chemical Product and Preparation Manufacturing 
 +
33321 both 333210 333210  Sawmill and Woodworking Machinery Manufacturing 
 +
33322 both 333220 333220  Plastics and Rubber Industry Machinery Manufacturing 
 +
333291 both 333291 333291  Paper Industry Machinery Manufacturing 
 +
333292 both 333292 333292  Textile Machinery Manufacturing 
 +
333293 both 333293 333293  Printing Machinery and Equipment Manufacturing 
 +
333294 both 333294 333294  Food Product Machinery Manufacturing 
 +
333298 both 333298 333298  All Other Industrial Machinery Manufacturing 
 +
3333 both 333311 333311  Automatic Vending Machine Manufacturing 
 +
3333 both 333312 333312  Commercial Laundry, Drycleaning, and Pressing Machine Manufacturing 
 +
3333 both 333313 333313  Office Machinery Manufacturing 
 +
3333 both 333314 333314  Optical Instrument and Lens Manufacturing 
 +
3333 both 333315 333315  Photographic and Photocopying Equipment Manufacturing 
 +
3333 both 333319 333319  Other Commercial and Service Industry Machinery Manufacturing 
 +
3336 both 333611 333611  Turbine and Turbine Generator Set Units Manufacturing 
 +
3336 both 333612 333612  Speed Changer, Industrial High-Speed Drive, and Gear Manufacturing 
 +
3336 both 333613 333613  Mechanical Power Transmission Equipment Manufacturing 
 +
3336 both 333618 333618  Other Engine Equipment Manufacturing 
 +
3339 both 333911 333911  Pump and Pumping Equipment Manufacturing 
 +
3339 both 333912 333912  Air and Gas Compressor Manufacturing 
 +
3339 both 333913 333913  Measuring and Dispensing Pump Manufacturing 
 +
3339 both 333921 333921  Elevator and Moving Stairway Manufacturing 
 +
3339 both 333922 333922  Conveyor and Conveying Equipment Manufacturing 
 +
3339 both 333923 333923  Overhead Traveling Crane, Hoist, and Monorail System Manufacturing 
 +
3339 both 333924 333924  Industrial Truck, Tractor, Trailer, and Stacker Machinery Manufacturing 
 +
3339 both 333991 333991  Power-Driven Handtool Manufacturing 
 +
3339 both 333992 333992  Welding and Soldering Equipment Manufacturing 
 +
3339 both 333993 333993  Packaging Machinery Manufacturing 
 +
3339 both 333994 333994  Industrial Process Furnace and Oven Manufacturing 
 +
3339 both 333995 333995  Fluid Power Cylinder and Actuator Manufacturing 
 +
3339 both 333996 333996  Fluid Power Pump and Motor Manufacturing 
 +
3339 both 333997 333997  Scale and Balance Manufacturing 
 +
3339 both 333999 333999  All Other Miscellaneous General Purpose Machinery Manufacturing 
 +
3343 both 334310 334310  Audio and Video Equipment Manufacturing 
 +
3344 both 334411 334411  Electron Tube Manufacturing 
 +
3344 both 334412 334412  Bare Printed Circuit Board Manufacturing 
 +
3344 both 334414 334414  Electronic Capacitor Manufacturing 
 +
3344 both 334415 334415  Electronic Resistor Manufacturing 
 +
3344 both 334416 334416  Electronic Coil, Transformer, and Other Inductor Manufacturing 
 +
3344 both 334417 334417  Electronic Connector Manufacturing 
 +
3344 both 334418 334418  Printed Circuit Assembly (Electronic Assembly) Manufacturing 
 +
3344 both 334419 334419  Other Electronic Component Manufacturing 
 +
334511 both 334511 334511  Search, Detection, Navigation, Guidance, Aeronautical, and Nautical System and Instrument Manufacturing 
 +
334512 both 334512 334512  Automatic Environmental Control Manufacturing for Residential, Commercial, and Appliance Use 
 +
334513 both 334513 334513  Instruments and Related Products Manufacturing for Measuring, Displaying, and Controlling Industrial Process Variables 
 +
334514 both 334514 334514  Totalizing Fluid Meter and Counting Device Manufacturing 
 +
334515 both 334515 334515  Instrument Manufacturing for Measuring and Testing Electricity and Electrical Signals 
 +
334518 both 334518 334518  Watch, Clock, and Part Manufacturing 
 +
334519 both 334519 334519  Other Measuring and Controlling Device Manufacturing 
 +
334612 both 334612 334612  Prerecorded Compact Disc (except Software), Tape, and Record Reproducing 
 +
3353 both 335311 335311  Power, Distribution, and Specialty Transformer Manufacturing 
 +
3353 both 335312 335312  Motor and Generator Manufacturing 
 +
3353 both 335313 335313  Switchgear and Switchboard Apparatus Manufacturing 
 +
3353 both 335314 335314  Relay and Industrial Control Manufacturing 
 +
3359 both 335911 335911  Storage Battery Manufacturing 
 +
3359 both 335912 335912  Primary Battery Manufacturing 
 +
3364 both 336411 336411  Aircraft Manufacturing 
 +
3364 both 336412 336412  Aircraft Engine and Engine Parts Manufacturing 
 +
3364 both 336413 336413  Other Aircraft Parts and Auxiliary Equipment Manufacturing 
 +
3364 both 336414 336414  Guided Missile and Space Vehicle Manufacturing 
 +
3364 both 336415 336415  Guided Missile and Space Vehicle Propulsion Unit and Propulsion Unit Parts Manufacturing 
 +
3364 both 336419 336419  Other Guided Missile and Space Vehicle Parts and Auxiliary Equipment Manufacturing 
 +
3369 both 336991 336991  Motorcycle, Bicycle, and Parts Manufacturing 
 +
3369 both 336992 336992  Military Armored Vehicle, Tank, and Tank Component Manufacturing 
 +
3369 both 336999 336999  All Other Transportation Equipment Manufacturing 
 +
42341 both 423410 423410  Photographic Equipment and Supplies Merchant Wholesalers 
 +
42342 both 423420 423420  Office Equipment Merchant Wholesalers 
 +
42344 both 423440 423440  Other Commercial Equipment Merchant Wholesalers 
 +
42345 both 423450 423450  Medical, Dental, and Hospital Equipment and Supplies Merchant Wholesalers 
 +
42346 both 423460 423460  Ophthalmic Goods Merchant Wholesalers 
 +
42349 both 423490 423490  Other Professional Equipment and Supplies Merchant Wholesalers 
 +
486 both 486110 486110  Pipeline Transportation of Crude Oil 
 +
486 both 486210 486210  Pipeline Transportation of Natural Gas 
 +
486 both 486910 486910  Pipeline Transportation of Refined Petroleum Products 
 +
486 both 486990 486990  All Other Pipeline Transportation 
 +
5232 both 523210 523210  Securities and Commodity Exchanges 
 +
54131 both 541310 541310  Architectural Services 
 +
54132 both 541320 541320  Landscape Architectural Services 
 +
54133 both 541330 541330  Engineering Services 
 +
54134 both 541340 541340  Drafting Services 
 +
54135 both 541350 541350  Building Inspection Services 
 +
54136 both 541360 541360  Geophysical Surveying and Mapping Services 
 +
54137 both 541370 541370  Surveying and Mapping (except Geophysical) Services 
 +
5416 both 541611 541611  Administrative Management and General Management Consulting Services 
 +
5416 both 541612 541612  Human Resources Consulting Services 
 +
5416 both 541613 541613  Marketing Consulting Services 
 +
5416 both 541614 541614  Process, Physical Distribution, and Logistics Consulting Services 
 +
5416 both 541618 541618  Other Management Consulting Services 
 +
5416 both 541620 541620  Environmental Consulting Services 
 +
5416 both 541690 541690  Other Scientific and Technical Consulting Services 
 +
541710 2002 541710 541710  Research and Development in the Physical, Engineering, and Life Sciences 
 +
541712 2007 541712 541712  Research and Development in the Physical, Engineering, and Life Sciences (except Biotechnology) 
 +
541720 both 541720 541720  Research and Development in the Social Sciences and Humanities 
 +
5612 both 561210 561210  Facilities Support Services 
 +
811211 both 811211 811211  Consumer Electronics Repair and Maintenance 
 +
811219 both 811219 811219  Other Electronic and Precision Equipment Repair and Maintenance

Revision as of 22:30, 5 March 2012

This page details the work rebuilding Brander Egan (2007) - The Role of VCs in Acquisitions for our submission to the RCFS special issue and associated conference.

Connect to the database with:

psql -h 128.32.252.201 -U ed_egan Acqs

Submission Details

The Third Entrepreneurial Finance and Innovation Conference on June 10th-11th in Boston, MA, is supported by the Kauffman Foundation and the Society for financial studies. Conference papers will be considered for inclusion in a special issue of the Review of Corporate Finance Studies.

The conference details are here: http://sites.kauffman.org/efic/overview.cfm

The deadline for submission is March 7th, 2012, though earlier submission is encouraged. Authors will be notified if their paper has been selected by the end of April.

The program committee includes: Thomas Hellmann, Adam Jaffe, Bill Kerr, Josh Lerner, David Robinson, Morten Sorenson, Bob Strom, and others.

Errors in the existing version

The Dierkins 1991 reference is missing:

@article{dierkens1991information,
  title={Information asymmetry and equity issues},
  author={Dierkens, N.},
  journal={Journal of Financial and Quantitative Analysis},
  volume={26},
  number={2},
  pages={181--199},
  year={1991},
  publisher={Cambridge Univ Press}
}

The Boehmer reference has a typo - the second author is Musumeci. Also, in para 2, p.19, I think it was McKinley that "suggest[ed] a method that combines both cross-sectional and time-series information..."

Other points:

  • There were a few other typos.
  • Also the GX paper gets very little mention - I thought we had a whole subsection devoted to them...
  • I was surprised that we didn't have a year fixed-effect variable in the main analysis (though we have Boom, which is more interesting)

Rebuilding the Paper

The paper requires a complete rebuild of all the results, with the data updated to the end of 2011. We should also consider several extensions to the paper, detailed in a later section.

Main Data

Acquisitions (from SDC):

  • Events from 1980-2011 that meet the following criteria:
    • Acquirer is publicly traded on the AMEX, Nasdaq or NYSE
    • Target is privately-held prior to acquisition (note: new restriction - target was not an LBO)
    • Acquisition is for 100% of the firm
    • Acqisition is complete before end of January 2012

Subsequent restriction: Drop acquisitions where market value of assets is negative or very small compared with the TV.

Venture Capital (from VentureXpert):

  • Portfolio companies that received VC from 1975-2011. Must not be LBOs.
  • LBOs from 1975 to 2011 to ensure that they are not in the control group of privately-held non-VC backed firms)

Returns (from CRSP):

  • Stock returns for 1 year (250 Calendar days) for the acquirer, ending 30 days before the announcement. This will be the estimation window.
  • Market returns for the same period
  • Stock returns for 7 days beginning 3 days before the announcement and ending 3 days after

Note: an observation must have 50 days of continuous trading in the estimation window, and be traded in the event window, to be included.

Accounting Data (From COMPUSTAT):

  • Various accounting variables for our acquirers, drawn for the year of the acquisition, and the lagged year for total assets.

Supplementary Data

We need to rebuild the industry classification to update it to include NAICS2007 - this has largely been done in another of my papers, but that work was for firms with patents, and it is possible that some codes are still missing.

To determine the information asymmetry ranking of sectors we will need (either for 1 year or across the entire year range):

CRSP:

  • idiosyncratic volatility of stock returns: requires returns and mkt returns
  • relative trading volume (this appears to be called TURNOVER, as opposed to absolute volume which is VOLUME. The measure is relative to the exchange's trading volume I think...)
  • NAIC

COMPUSTAT:

  • intangible assets
  • total assets
  • Tobin's Q: Market value/book value of assets
  • NAIC

Raw Variables

From SDC (for all acquisitions in the sample):

  • Acquisition is completed indicator (as a check)
  • Acquisition percentage (as a check)
  • Target Name
  • Acquirer Name
  • Transaction Value
  • Payment Method
  • Acquisition announcement date
  • Acquisition announcement year
  • Total assets of acquirer (if available)
  • Payment method (cash/stock/mix)
  • PC of stock in the deal
  • No. of bidders
  • Acquirer CUSIP (for join to COMPUSTAT)
  • Target NAIC
  • Acquirer NAIC (if available)
  • Age (of target)
  • Sales (of target)
  • Leverage (of target)
  • Intangible Assets (of target)

Notes: convert all TVs in 2011 dollars.

From COMPUSTAT (for both all acquirers and for the universe of firms):

  • Total Assets (in year and 1 year lagged)
  • Market Value (SHROUT*Price at start of event window)
  • Sales
  • Leverage variables (Revenue, Variable Cost, Op Income, Net Income, Total Liabilities, Stockholder's equity)
  • Intangible Assets
  • NAIC

From VentureExpert (all VC backed firms, and all LBOs seperately):

  • VC (binary variable)
  • VE industry classification (to use as a reference set to update the industry classification)
  • LBO (binary variable) to exclude these from the control group
  • If we add one or more extension (see below), then we'll need a fully flushed out VE database build including portcos, rounds, deals, funds, firms, and possibly executives.

Calculated variables

Returns:

  • [math] AR_i = R_i- (\hat{\alpha_i} + \hat{\beta_i}R_m) [/math]
  • [math] AR^S_i = R_i - R_m [/math]
  • Let [math]\epsilon[/math] be the residual from the mkt model regression. Then calc: [math]\sigma_{\epsilon}={( \mathbb{E}(\epsilon - \mathbb{E} \epsilon))}^{\frac{1}{2}}[/math]
  • RMSE of the Mkt Model: [math]RMSE={( \mathbb{E}(X- \mathbb{E} X))}^{\frac{1}{2}}[/math] - this is in the ereturn list in STATA and will be used for the Patell Standard Errors.
  • The cummulative return [math]CAR_i = \sum_t AR_i[/math]
  • Check that the Boehmer standard errors are the cross-sectional ones generated by OLS.
  • Check the specification of the McKinley standard errors.

For the tables we need ARs for 2,3 and 7 day, where 2 day is days 0 & 1, and others are symmetric.

For robustness we need ARs for 5,9, and 11 days.

SDC:

  • No of past acquisitions for each acquirer: Total, VC only, Non-VC only
  • Target is VC/Non-VC
  • Acq is Horizontal (same 6 digit), Vertical (same 2 digit/ITBT), Conglomerate (other), and Related (not cong.)
  • 3dg NAIC for controls
  • IT/BT/HT and 1dg-NAIC, 2dg-NAIC, other classification. Applied to targets and acquirers.

Dataset level calculations:

  • Boom: [math]1990\le year \le 1999[/math]
  • Leverage: [math]\frac{Total\;Liabilities}{Total\;Assets}[/math]

Extending the paper

Coming back to it, the paper looks a little thin (though clearly the data is a monster already). I think it would benefit from a couple of extensions, particularly the inclusion of something that resembles an instrument. I have the following ideas, which might be feasible in the time we have:

(Note: The defacto standard method of determining the lead investor is to see which (if any) investor was present from the first round.)

Using Patents

Patents might act to certify their patent-holders in the face of information asymmetries (see, for example, Hsu and Ziedonis, 2007). Thus firms with acquirers of targets with patents might value the certification of a venture capitalist less than when they consider targets without patents. Likewise, on average about 2/3rds of all patent citations are added by examiners (Alcacer and Gittelman, 2006 and Cotropia et al., 2010). Thus citation counts might represent the search costs associated with finding information about patents. That is, patents with more citations are the ones that are easiest to find, and so mitigate information asymmetries the most successfully.

At present I have the 2006 NBER patent data loaded up in a database. I could add in patents and citations up to 2006 with a day or two of work. I am working on the 2011 update to the NBER patent data (see: http://www.nber.com/~edegan/w/index.php) but this will NOT be done before the March 7th deadline.

VC Reputations

We argue, explicitly, that VCs use their reputations to certify thier firms. We can calculate the defacto standard measures of reputation - the number of IPOs and the total number of successful exits, and use these to instrument our effects. This could be done for either the lead investor, or the most successful investor, or a weighted average of all investors (weighting by the number of rounds they participated in, or the proportional dollar value they may have provided). Likewise we can calculate the number of funds the lead investor had successfully raised at the time of the exit, or the average number of funds raised across all investors (again perhaps with a weighting).

VC Information Asymmetries

Implicit in our argument is that VCs mitigate the information asymmetries between themselves and their portfolio firms effectively. We can refine this argument to consider the degree to which a VC is likely to be informed about their porfolio firm.

Distances

We can use the road or great-circle distance from the lead investor to the portfolio company as a measure of the information acquisition cost. We could also create a cruder but likely more meaningful version of this by creating a binary variable to see whether the lead investor was within a 20-minute drive of the portfolio company (this is the so called '20 minute rule' - discussed as important for monitoring in Tian, 2006). Alternatively we could consider the nearest investor, or the average of the nearest investors across all rounds, etc.

I can get 2,500 requests per IP address (I can run 3+ concurrently from Berkeley) from the Google Maps api, with responses including driving distances and estimated driving times.

Active Monitoring

I can also determine whether the lead VC has a board seat at the portfolio company at the time of the acquisition, as well as the fraction of invested firms with board seats, and the total number of board sets held by VCs (or the fraction), using the identities of the executives. Though this will be particularly difficult in terms of data, I plan on doing it for another project with Toby Stuart anyway.

Rebuild Plan

I suggest that I leave the rebuild of the supplementary information asymmetry dataset (to show that that IT has greater information asymmetries than other sectors) until the end. It is a lot of work, both in terms of assembly time and run-time to do the regressions, and we can use the existing table for the next version if need be. I suspect that this component will take me 3 days on its own.

The regressions for the estimation window will have a run-time that might be considerable; even given the hardware that I have put together at Berkeley, I suspect that this will take at least 24hrs of compute time. I therefore plan on doing this very early and setting it running.

Proposed Rebuild Order

My order is therefore:

  1. Download, clean, and process the SDC data so that it can be joined to CRSP (and the other data sources)
  2. Download the CRSP data for the estimation and event windows. Set the estimation windows running. Build the event window code while they run, and otherwise move forward.
  3. Download the VentureXpert data. Pull the portco data first, so we can construct the binary indicator.
  4. Update the industry classification, using the old one, my new one, and VentureXpert as a reference set.
  5. Download an LBO dataset, so we can remove these firms.
  6. Download the COMPUSTAT data, and join it to the SDC data. At this point we should have everything we need to get the basic analysis up and running again.
  7. Build out the a full database of VC investments into these portcos so we can calculate distances, monitoring through board positions and reputations. Stop short of actually doing the build of these variables.
  8. Download the GNI IPO data to calculate the standard reputation measures and join it up, then calculate these measures.
  9. Calculate the distances for all VCs to all acquired targets. Determine lead VCs if feasible and calculate the distance measures.
  10. Add in the NBER patent data to 2006, include the number of patents and patents weighted by citations-received (not corrected for truncation)?
  11. Rebuild the "Information Asymmetry (IA) by Industry" data.

Time Estimates

My time estimates are going to be wild for three reasons: It is just really hard to estimate some of these things (the time goes into the things that you don't anticipate being a problem but are); some of my skills are rusty, and on the flip-side I now have some serious hardware to throw at this; and I'm currently recovering from some health problems. However, my best ballpark is:

  1. 1 day
  2. 2 days
  3. 1/2 day
  4. 1 day
  5. 1/2 day
  6. 1 day + 2 days to get everything together into a dataset for analysis
  7. 2 days
  8. 1 day
  9. 3 days
  10. 2 days
  11. 3 days

By the end of step 6, which I think will take 8 days, I should have a the original data rebuilt and analyzed again. To get steps 7-9, which would give us two good extensions to the data, would add another 6 days. The patent data extension (if wanted) would add another 2, and then the rebuild of IA data is guesstimated at another 3.

There are 16 calendar days between now and March 7th (excluding the 7th). I am going to lose 2 to a course that I'm taking, and 1 to health-care. That leaves 13, which is one short of the 8+6 for the 2 extensions. I will probably also need one or two days off (I just can't keep working 7 day weeks), but nevertheless, it looks like I should be able to complete the basic rebuild in time, and perhaps (if things go well) add an extension or two.

Rebuild Notes

Thoughts for discussion

  1. The experience variables (# Previous Acqs) are generated using the primary data, and will be truncated by the start of the dataset. We should probably consider year fixed effects to mitigate any induced bias.

Downloading the Acquisitions

Basic Criteria:

  • US Targets
  • Announced: 1/1/1980 to 12/31/2011
  • Target Nation: US
  • Acquiror Nation: US
  • Target Status: Private (V)
  • Acquirer Status: Public (P)
  • Percentage of Shares Owned after Transaction: 100 to 100 (will exclude those with missing data)

The completed deal flag is in Deal Status - this will be restricted to 'C' in the processing.

New Flags in SDC (downloaded for exclusions):

  • Bankruptcy Flag
  • Failed bank Flag
  • Leveraged Buyout Flag
  • Reverse LBO Flag
  • Spinoff Flag
  • Splitoff Flag
  • Target is a Leveraged Buyout Firm
  • And many others. These will be reviewed and excluded.

Founding year/Age of the Target was not available in the data. It is in VE for VC-backed only.

The street address is multiline and problematic if included. This can be drawn seperately if needed. We have the City, Zip and State, which is sufficient to get a Google Maps lookup. Likewise 'Competing Offer Flag (Y/N)', also known as COMPETE and Competing Bidder, is a multiline - with each presumably corresponding to a different bidder identity. It was excluded.

The NormalizeFixedWidth.pl script uses the spacing in the header to determine the column breaks. The EquityValue column has two spaces in front of its name that screws this. Both EquityValue and EnterpriseValue needed to be imported as varchar(10), as they have the code 'np' in some observations.

The NormalizeFixedWidth.pl script was modified so that it only drops commas in numbers and not those in names etc.

Processing the Acquisitions

A large number of 'new' flags are now available in SDC. Most of them have no bite on our data. But I have excluded the following:

  • Cases where the target was bankrupt or distressed as indicated by: TargetBankrupt, TargetBankInsolvent, Liquidation, Restructuring.
  • Cases where the form wasn't genuinely privately-held as indicated by: OpenMarketPurchases, GovOwnedInvolvement, JointVenture, Privatization (which capture government sales).
  • Cases where there was a share recap going on concurrently with the acquisition: Recap
  • Targets that had LBO involvement (more will likely be removed in the next phase of matching to LBO targets): LBO, SecondaryBuyoutFlag, ReverseTakeOver (used for LBO'd firms doing a reverse take over), IPOFlag (likewise).
  • Firms where the deal began as a rumor (so the information leakage is problematic): DealBeganAsRumor

All together, these constraints reduce us from 41,572 to 40,306 acquisitions. Constraints that had no bite included: Spinoff, TwoStepSpinOff, and Splitoff. Further restricting the data to completed transactions, and those with valid codes for when the transaction value was amended, reduces the data to 40,035.

Acquiror and Target names were keyed into unique names. The first acquisition of several was taken. 33 records had multiple entries, the correct one of which could not be determined. These were discarded.

Retrieving CUSIPs

The acquisitions data lists 6 digit CUSIPs, we need the 'correct' (the right issue for the right period) 8 or 9 digit CUSIP with which to search CRSP and COMPUSTAT. A full list of all CUSIPs was retrieved from COMPUSTAT for the period Jan 1978 - Jan 2012 using the annual data.


Downloading the VC PortCos

The following criteria was applied:

  • Moneytree deals (i.e. VC only)
  • Company Nation: US
  • Round date: 1/1/1975 to 1/1/2012

Total of 30364 records.

Note that the coverage of VE before 1980 is problematic.

Selected fields:

  • Name
  • Nation
  • State
  • Founding Date
  • Total $Inv
  • No Rounds
  • Address info (various fields)
  • Date first inv
  • Date last inv

Check flags:

  • Moneytree
  • Venture Related

Implicit Price Deflators

Accounting vars were converted to 2011 real values using the official BEA implicit GDP price deflator index: http://www.bea.gov/national/nipaweb/TableView.asp?SelectedTable=13&ViewSeries=NO&Java=no&Request3Place=N&3Place=N&FromView=YES&Freq=Year&FirstYear=1978&LastYear=2010&3Place=N&Update=Update&JavaBox=no)

To Do

  • Log accounting vars.
  • Acq is material (Can't find defn)?

Also - throw out :

  • Market Value of acquiror is negative
  • Mkt Value 'very small' relative to TV

Variables

The following is quick description of the variables in the Version 1 dataset, in order.

Acquisition Specific Variables

Note: All variables ending "11" are amounts in 2011 dollars

  • acqno: The acquisition number (an index)
  • dateann: Date announced
  • dateannisest: Whether the date announced is estimated
  • yearann: Year announced
  • boom
  • yearcomp: Year completed
  • dateeff: Date Effective
  • tv: Transaction Value
  • tv11
  • enterpriseval
  • enterpriseval11
  • equityval
  • equityval11
  • valueamended: Whether the Value was amended
  • valueamendedupdown: Whether the amendment was Up (1) or Down (0)
  • valueest: Whether the transaction value is flagged as estimated
  • factor: The real dollar adjustment factor for the year of the acquisition
  • factor_m1: The real dollar adjustment factor for the previous year
  • mergerofequals: Whether SDC flags this as a merger of equals
  • nobidders
  • challenged: Whether the deal was challenged (an SDC flag)
  • noconsidoffer: Number of considerations offered
  • noconsidsought: Number of considerations sought
  • pccash: percentage of cash in the deal
  • pcother: percentage of other considerations (not cash/stock) in the deal
  • pcstock: percentage of stock in the deal
  • pcunknown
  • horiz
  • vert
  • cong

Estimation and Event Window Variables

Note: for return variables, _m indicates minus and _p indicates plus days, so that r_m1 is the return on the stock at day minus 1, where 0 is the announcement day or the first trading day following the announcement if the exchange was closed when the announcement was made.

  • alpha: The constant from the estimation regression
  • beta: The coefficient on the market return from the estimation regression
  • prc: The stock price 30 days prior to the announcement
  • rmse: The RMSE from the estimation regression

Returns for the stock (single period buy and hold, including dividends):

  • r_0
  • r_m1
  • r_m2
  • r_m3
  • r_m4
  • r_m5
  • r_p1
  • r_p2
  • r_p3
  • r_p4
  • r_p5

The corresponding market returns on the Value-Weighted Amex-Nasdaq-NYSE composite (including dividends):

  • m_0
  • m_m1
  • m_m2
  • m_m3
  • m_m4
  • m_m5
  • m_p1
  • m_p2
  • m_p3
  • m_p4
  • m_p5

Abnormal returns calculated using the market model:

  • arm_0
  • arm_m1
  • arm_m2
  • arm_m3
  • arm_m4
  • arm_m5
  • arm_p1
  • arm_p2
  • arm_p3
  • arm_p4
  • arm_p5

Abnormal returns calculated using the subtraction method:

  • ars_0
  • ars_m1
  • ars_m2
  • ars_m3
  • ars_m4
  • ars_m5
  • ars_p1
  • ars_p2
  • ars_p3
  • ars_p4
  • ars_p5

The three day cummulative abnormal return (market model):

  • carm_3

Acquiror Specific Variables

Note: Again "11" indicated values in 2011 dollar, but _m1 indicates the previous year for the annual accounting variables.

  • aname: The acquiror name
  • astate: A numeric code for the acquiror state (there is a lookup table)

Whether the acquiror is an IT or Biotech firm (binary):

  • ait
  • abt

Acquiror NAIC codes and Indu codes. 1 indicates 1 digit, 2 is 2 digit, and 3 is 3 digit. The indu variables have IT and BT taken out an recoded as 10&11 for 1 digit, 100&101 for 2 digit, and 1000 & 1001 for 3 digit.

  • anaic
  • anaic1
  • anaic2
  • anaic3
  • aindu1
  • aindu2
  • aindu3

The count of previous acquisitions occuring strictly before the announcement:

  • noprevacqs
  • noprevacqsnonvc
  • noprevacqsvc

Various acquiror accounting variables, for the year of the acquisition and lagged:

  • assets
  • assets11
  • asset11_m1
  • asset_m1
  • intangibles
  • intangibles11
  • intangibles11_m1
  • intangibles_m1
  • leverage
  • leverage11
  • leverage11_m1
  • leverage_m1
  • liabilities
  • liabilities11
  • liabilities11_m1
  • liabilities_m1
  • mktvalue
  • mktvalue11
  • mktvalue11_m1
  • mktvalue_m1
  • mv: Market value calculated using the shares outstanding and the price 30 days before the announcement.
  • mv11
  • sales
  • sales11
  • sales11_m1
  • sales_m1
  • sharesout: the number of shares outstanding
  • sharesout11: a fake variable to construct mv11
  • sharesout11_m1
  • sharesout_m1

Target Specific Variables

  • tname: Target name
  • tstate: A numeric code of state (same lookup as acquiror)

The IT, Biotech and NAIC/Indu variables, constructed the same as for the acquiror:

  • targetit as tit
  • targetbt as tbt
  • tindu1
  • tindu2
  • tindu3
  • tnaic
  • tnaic1
  • tnaic2
  • tnaic3

The VC variables:

  • vc: A binary variable - 1=VC backed, 0 otherwise
  • firstinvdate
  • lastinvdate
  • norounds
  • totalinvested
  • totalinvested11
  • vccontafteracq: Whether VC investment appears to continue after the acquisition is supposed to have completed
  • foundingdate

Target Accounting Variables

  • targetcommonequity
  • targetcommonequity11
  • targetintangibles
  • targetintangibles11
  • targetnetsales
  • targetnetsales11
  • targetrandd: R&D
  • targetrandd11
  • targettotalassets
  • targettotalassets11
  • targettotalliabilities
  • targettotalliabilities11

Additional Variables

The following variables have now been added to the data:

  • aht: uses our HT definition that does not included IT or BT, on the acquiror's NAIC code
  • aht_pb: uses the Paytas-Berglund definition of HT
  • aht_hecker: uses the Hecker definition of HT
  • aht_pb_notitbt: uses the Paytas-Berglund definition of HT, but removes IT and BT
  • aht_hecker_notitbt: uses the Hecker definition of HT, but removes IT and BT
  • tht: the same as above but on the target's NAIC code. THIS IS THE ONE YOU WANT FIRST.
  • tht_pb
  • tht_hecker
  • tht_pb_notitbt
  • tht_hecker_notitbt
  • patents: a binary variable indicating whether the firm has patent (1) or not (0) applications filed up to an including the year of the announcement of the acquisition
  • patentcount: The count of the above patents
  • patentdata: Takes the value 1 if the announcement year equal to or less than 2006, so the firm can have all of its patents recorded (from 1975 forward), and 0 if the patent data will be inherently truncated.

The references for the other High-Tech (HT) definitions are:

  • Hecker, Daniel E.(2005), "High-technology employment: a NAICS-based update", Monthly Labor Review (July): 57-72. http://www.bls.gov/opub/mlr/2005/07/art6full.pdf
  • Paytas, Jerry and Berglund, Dan (2004), "Technology Industries and Occupations for NAICS Industry Data", Carnegie Mellon University, Center for Economic Development and State Science & Technology Institute.

NAIC Codes

Information and Communications Technology (IT)

The following is our definition of IT:

333295	both	333295  Semiconductor Machinery Manufacturing  
3341	both	334111  Electronic Computer Manufacturing  
3341	both	334112  Computer Storage Device Manufacturing  
3341	both	334113  Computer Terminal Manufacturing  
3341	both	334119  Other Computer Peripheral Equipment Manufacturing  
3342	both	334210  Telephone Apparatus Manufacturing  
3342	both	334220  Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing  
3342	both	334290  Other Communications Equipment Manufacturing  
334413	both	334413  Semiconductor and Related Device Manufacturing
334611	both	334611  Software Reproducing  
334613	both	334613  Magnetic and Optical Recording Media Manufacturing  
33592	both	335921  Fiber Optic Cable Manufacturing  
33592	both	335929  Other Communication and Energy Wire Manufacturing  
42343	both	423430  Computer and Computer Peripheral Equipment and Software Merchant Wholesalers  
42511	both	425110	Business to Business Electronic Markets
44312	both	443120	Computer and Software Stores
4541	both	454111  Electronic Shopping  
4541	both	454112  Electronic Auctions  
4541	both	454113  Mail-Order Houses  
5112	both	511210  Software Publishers  
516	2002	516110  Internet Publishing and Broadcasting  
517	both	517110  Wired Telecommunications Carriers  
517	both	517210  Wireless Telecommunications Carriers (except Satellite)  
517	2002	517211  Paging  
517	2002	517310  Telecommunications Resellers  
517	both	517410  Satellite Telecommunications  
517	2002	517510  Cable and Other Program Distribution  
517	2002	517910  Other Telecommunications  
517	2007	517911  Telecommunications Resellers  
517	2007	517919  All Other Telecommunications  
518	2002	518111  Internet Service Providers  
518	2002	518112  Web Search Portals  
518	both	518210  Data Processing, Hosting, and Related Services  
51913	2007	519130  Internet Publishing and Broadcasting and Web Search Portals  
51919	both	519190  All Other Information Services  
5415	both	541511  Custom Computer Programming Services  
5415	both	541512  Computer Systems Design Services  
5415	both	541513  Computer Facilities Management Services  
5415	both	541519  Other Computer Related Services 
61142	both	611420  Computer Training  
811212	both	811212	Computer and Office Machine Repair and Maintenance
811213	both	811213  Communication Equipment Repair and Maintenance

Biotech (BT)

The following is our definition of Biotech:

3254	both	325411  Medicinal and Botanical Manufacturing  
3254	both	325412  Pharmaceutical Preparation Manufacturing  
3254	both	325413  In-Vitro Diagnostic Substance Manufacturing  
3254	both	325414  Biological Product (except Diagnostic) Manufacturing  
334510	both	334510  Electromedical and Electrotherapeutic Apparatus Manufacturing  
334516	both	334516  Analytical Laboratory Instrument Manufacturing 
334517	both	334517  Irradiation Apparatus Manufacturing  
339112	both	339112  Surgical and Medical Instrument Manufacturing  
339113	both	339113  Surgical Appliance and Supplies Manufacturing  
54138	both	541380  Testing Laboratories  
541711	2007	541711  Research and Development in Biotechnology  
6215	both	621511  Medical Laboratories  
6215	both	621512  Diagnostic Imaging Centers

Other High Tech (HT)

The following is our definition of other High-tech:

211	both	211111	211111  Crude Petroleum and Natural Gas Extraction  
211	both	211112	211112  Natural Gas Liquid Extraction  
2211	both	221111	221111  Hydroelectric Power Generation  
2211	both	221112	221112  Fossil Fuel Electric Power Generation  
2211	both	221113	221113  Nuclear Electric Power Generation  
2211	both	221119	221119  Other Electric Power Generation  
2211	both	221121	221121  Electric Bulk Power Transmission and Control  
2211	both	221122	221122  Electric Power Distribution  
324	both	324110	324110  Petroleum Refineries  
324	both	324121	324121  Asphalt Paving Mixture and Block Manufacturing  
324	both	324122	324122  Asphalt Shingle and Coating Materials Manufacturing  
324	both	324191	324191  Petroleum Lubricating Oil and Grease Manufacturing  
324	both	324199	324199  All Other Petroleum and Coal Products Manufacturing  
3251	both	325110	325110  Petrochemical Manufacturing  
3251	both	325120	325120  Industrial Gas Manufacturing  
3251	both	325131	325131  Inorganic Dye and Pigment Manufacturing  
3251	both	325132	325132  Synthetic Organic Dye and Pigment Manufacturing  
3251	both	325181	325181  Alkalies and Chlorine Manufacturing  
3251	both	325182	325182  Carbon Black Manufacturing  
3251	both	325188	325188  All Other Basic Inorganic Chemical Manufacturing  
3251	both	325191	325191  Gum and Wood Chemical Manufacturing  
3251	both	325192	325192  Cyclic Crude and Intermediate Manufacturing  
3251	both	325193	325193  Ethyl Alcohol Manufacturing  
3251	both	325199	325199  All Other Basic Organic Chemical Manufacturing  
3252	both	325211	325211  Plastics Material and Resin Manufacturing  
3252	both	325212	325212  Synthetic Rubber Manufacturing  
3252	both	325221	325221  Cellulosic Organic Fiber Manufacturing  
3252	both	325222	325222  Noncellulosic Organic Fiber Manufacturing  
3253	both	325311	325311  Nitrogenous Fertilizer Manufacturing  
3253	both	325312	325312  Phosphatic Fertilizer Manufacturing  
3253	both	325314	325314  Fertilizer (Mixing Only) Manufacturing  
3253	both	325320	325320  Pesticide and Other Agricultural Chemical Manufacturing  
3255	both	325510	325510  Paint and Coating Manufacturing  
3255	both	325520	325520  Adhesive Manufacturing  
3255	both	325910	325910  Printing Ink Manufacturing  
3259	both	325920	325920  Explosives Manufacturing  
3259	both	325991	325991  Custom Compounding of Purchased Resins  
3259	both	325992	325992  Photographic Film, Paper, Plate, and Chemical Manufacturing  
3259	both	325998	325998  All Other Miscellaneous Chemical Product and Preparation Manufacturing  
33321	both	333210	333210  Sawmill and Woodworking Machinery Manufacturing  
33322	both	333220	333220  Plastics and Rubber Industry Machinery Manufacturing  
333291	both	333291	333291  Paper Industry Machinery Manufacturing  
333292	both	333292	333292  Textile Machinery Manufacturing  
333293	both	333293	333293  Printing Machinery and Equipment Manufacturing  
333294	both	333294	333294  Food Product Machinery Manufacturing  
333298	both	333298	333298  All Other Industrial Machinery Manufacturing  
3333	both	333311	333311  Automatic Vending Machine Manufacturing  
3333	both	333312	333312  Commercial Laundry, Drycleaning, and Pressing Machine Manufacturing  
3333	both	333313	333313  Office Machinery Manufacturing  
3333	both	333314	333314  Optical Instrument and Lens Manufacturing  
3333	both	333315	333315  Photographic and Photocopying Equipment Manufacturing  
3333	both	333319	333319  Other Commercial and Service Industry Machinery Manufacturing  
3336	both	333611	333611  Turbine and Turbine Generator Set Units Manufacturing  
3336	both	333612	333612  Speed Changer, Industrial High-Speed Drive, and Gear Manufacturing  
3336	both	333613	333613  Mechanical Power Transmission Equipment Manufacturing  
3336	both	333618	333618  Other Engine Equipment Manufacturing  
3339	both	333911	333911  Pump and Pumping Equipment Manufacturing  
3339	both	333912	333912  Air and Gas Compressor Manufacturing  
3339	both	333913	333913  Measuring and Dispensing Pump Manufacturing  
3339	both	333921	333921  Elevator and Moving Stairway Manufacturing  
3339	both	333922	333922  Conveyor and Conveying Equipment Manufacturing  
3339	both	333923	333923  Overhead Traveling Crane, Hoist, and Monorail System Manufacturing  
3339	both	333924	333924  Industrial Truck, Tractor, Trailer, and Stacker Machinery Manufacturing  
3339	both	333991	333991  Power-Driven Handtool Manufacturing  
3339	both	333992	333992  Welding and Soldering Equipment Manufacturing  
3339	both	333993	333993  Packaging Machinery Manufacturing  
3339	both	333994	333994  Industrial Process Furnace and Oven Manufacturing  
3339	both	333995	333995  Fluid Power Cylinder and Actuator Manufacturing  
3339	both	333996	333996  Fluid Power Pump and Motor Manufacturing  
3339	both	333997	333997  Scale and Balance Manufacturing  
3339	both	333999	333999  All Other Miscellaneous General Purpose Machinery Manufacturing  
3343	both	334310	334310  Audio and Video Equipment Manufacturing  
3344	both	334411	334411  Electron Tube Manufacturing  
3344	both	334412	334412  Bare Printed Circuit Board Manufacturing  
3344	both	334414	334414  Electronic Capacitor Manufacturing  
3344	both	334415	334415  Electronic Resistor Manufacturing  
3344	both	334416	334416  Electronic Coil, Transformer, and Other Inductor Manufacturing  
3344	both	334417	334417  Electronic Connector Manufacturing  
3344	both	334418	334418  Printed Circuit Assembly (Electronic Assembly) Manufacturing  
3344	both	334419	334419  Other Electronic Component Manufacturing  
334511	both	334511	334511  Search, Detection, Navigation, Guidance, Aeronautical, and Nautical System and Instrument Manufacturing  
334512	both	334512	334512  Automatic Environmental Control Manufacturing for Residential, Commercial, and Appliance Use  
334513	both	334513	334513  Instruments and Related Products Manufacturing for Measuring, Displaying, and Controlling Industrial Process Variables  
334514	both	334514	334514  Totalizing Fluid Meter and Counting Device Manufacturing  
334515	both	334515	334515  Instrument Manufacturing for Measuring and Testing Electricity and Electrical Signals  
334518	both	334518	334518  Watch, Clock, and Part Manufacturing  
334519	both	334519	334519  Other Measuring and Controlling Device Manufacturing  
334612	both	334612	334612  Prerecorded Compact Disc (except Software), Tape, and Record Reproducing  
3353	both	335311	335311  Power, Distribution, and Specialty Transformer Manufacturing  
3353	both	335312	335312  Motor and Generator Manufacturing  
3353	both	335313	335313  Switchgear and Switchboard Apparatus Manufacturing  
3353	both	335314	335314  Relay and Industrial Control Manufacturing  
3359	both	335911	335911  Storage Battery Manufacturing  
3359	both	335912	335912  Primary Battery Manufacturing  
3364	both	336411	336411  Aircraft Manufacturing  
3364	both	336412	336412  Aircraft Engine and Engine Parts Manufacturing  
3364	both	336413	336413  Other Aircraft Parts and Auxiliary Equipment Manufacturing  
3364	both	336414	336414  Guided Missile and Space Vehicle Manufacturing  
3364	both	336415	336415  Guided Missile and Space Vehicle Propulsion Unit and Propulsion Unit Parts Manufacturing  
3364	both	336419	336419  Other Guided Missile and Space Vehicle Parts and Auxiliary Equipment Manufacturing  
3369	both	336991	336991  Motorcycle, Bicycle, and Parts Manufacturing  
3369	both	336992	336992  Military Armored Vehicle, Tank, and Tank Component Manufacturing  
3369	both	336999	336999  All Other Transportation Equipment Manufacturing  
42341	both	423410	423410  Photographic Equipment and Supplies Merchant Wholesalers  
42342	both	423420	423420  Office Equipment Merchant Wholesalers  
42344	both	423440	423440  Other Commercial Equipment Merchant Wholesalers  
42345	both	423450	423450  Medical, Dental, and Hospital Equipment and Supplies Merchant Wholesalers  
42346	both	423460	423460  Ophthalmic Goods Merchant Wholesalers  
42349	both	423490	423490  Other Professional Equipment and Supplies Merchant Wholesalers  
486	both	486110	486110  Pipeline Transportation of Crude Oil  
486	both	486210	486210  Pipeline Transportation of Natural Gas  
486	both	486910	486910  Pipeline Transportation of Refined Petroleum Products  
486	both	486990	486990  All Other Pipeline Transportation  
5232	both	523210	523210  Securities and Commodity Exchanges  
54131	both	541310	541310  Architectural Services  
54132	both	541320	541320  Landscape Architectural Services  
54133	both	541330	541330  Engineering Services  
54134	both	541340	541340  Drafting Services  
54135	both	541350	541350  Building Inspection Services  
54136	both	541360	541360  Geophysical Surveying and Mapping Services  
54137	both	541370	541370  Surveying and Mapping (except Geophysical) Services  
5416	both	541611	541611  Administrative Management and General Management Consulting Services  
5416	both	541612	541612  Human Resources Consulting Services  
5416	both	541613	541613  Marketing Consulting Services  
5416	both	541614	541614  Process, Physical Distribution, and Logistics Consulting Services  
5416	both	541618	541618  Other Management Consulting Services  
5416	both	541620	541620  Environmental Consulting Services  
5416	both	541690	541690  Other Scientific and Technical Consulting Services  
541710	2002	541710	541710  Research and Development in the Physical, Engineering, and Life Sciences  
541712	2007	541712	541712  Research and Development in the Physical, Engineering, and Life Sciences (except Biotechnology)  
541720	both	541720	541720  Research and Development in the Social Sciences and Humanities  
5612	both	561210	561210  Facilities Support Services  
811211	both	811211	811211  Consumer Electronics Repair and Maintenance  
811219	both	811219	811219  Other Electronic and Precision Equipment Repair and Maintenance