Charles A. Dice Center for Research in Financial Economics

Debt, Debt Structure and Corporate Performance after Unsuccessful Takeovers:
Evidence from Targets that Remain Independent

Tomas Jandik and Anil K. Makhija

ABSTRACT

Significant increases in the level of target leverage have been previously documented, following unsuccessful takeover attempts.  This increased leverage may signal managerial commitment to improved performance, suggesting that corporate performance and leverage should be positively related. If, however, the increased leverage leads to further managerial entrenchment, then corporate performance and leverage should be negatively related. In this paper, we reexamine both motivations for the observed increase in leverage. Furthermore, we argue that changes in the composition of debt are also important, besides changes in the level of leverage. In particular, bank debt has frequently been assigned a proactive, beneficial monitoring role in the literature. Besides confirming the increase in the level of leverage, we also document increases in bank debt surrounding cancelled takeovers. As a result, we find a more complex relation between corporate performance and debt use: Overall, the relation between corporate performance and leverage is negative, as predicted by a dominant entrenchment effect. However, increases in bank debt reduce the adverse effect of the increase in the level of leverage.

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