How information asymmetry affects contract design : paying for private firms with IOU's
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This dissertation examines a financing mechanism that is common in the acquisition of privately-held firms. Using a novel database of transactions in which the target firm is private, this paper shows that sellers receive a debt claim as a contingent payment for the firm that is being sold. The debt claim, which takes the form of seller financing, is secured by the assets of the target firm. I show that proxies for information asymmetry are correlated with the presence of seller financing as payment in the transaction. I also find that when the firm is more likely to have received a financial audit, the transaction is less likely to include seller financing. Since financial audits improve firm transparency, I interpret this as evidence that a reduction in information asymmetries between the parties of a acquisition affect the deal structure. A complementary explanation for the use of seller financing is related to capital constraints faced by buyers in the financing of the transaction. I present evidence that contract structures are affected by cross-sectional and time-series changes in the supply of local investment capital for buyouts. I find that seller financing is less common in areas in which locally informed capital is more abundant. I also find that transactions contain a lower percentage of seller financing in city-years in which Small Business Administration provides loan guarantees for the acquisition and expansion of firm’s loan guarantees are higher. The evidence suggests that seller financing is solving a contracting problem because it is unaffected by controls for local banking activity.