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1、本科毕业论文（设计）外 文 翻 译原文：The choice of payment method in European M & AGlobal M&A activity has grown dramatically over the last ten years, bringing with it major changes in the organization and control of economic activity around the world. Yet, there is much about the M&A process that we do not fully un
2、derstand, including the choice of payment method. Given the large size of many M&A transactions, the financing decision can have a significant impact on an acquirers ownership structure, financial leverage, and subsequent financing decisions. The financing decision can also have serious corporate co
3、ntrol, risk bearing, tax and cash flow implications for the buying and selling firms and shareholders. In making an M&A currency decision, a bidder is faced with a choice between using cash and stock as deal consideration. Given that most bidders have limited cash and liquid assets, cash offers gene
4、rally require debt financing. As a consequence, a bidder implicitly faces the choice of debt or equity financing, which can involve a tradeoff between corporate control concerns of issuing equity and rising financial distress costs of issuing debt. Thus, a bidders M&A currency decision can be strong
5、ly influenced by its debt capacity and existing leverage. It can also be strongly influenced by managements desire to maintain the existing corporate governance structure. In contrast, a seller can be faced with a tradeoff between the tax benefits of stock and the liquidity and risk minimizing benef
6、its of cash consideration. For example, sellers may be willing to accept stock if they have a low tax basis in the target stock and can defer their tax liabilities by accepting bidder stock as payment. On the other hand, sellers can prefer cash consideration to side step the risk of becoming a minor
7、ity shareholder in a bidder with concentrated ownership, thereby avoiding the associated moral hazard problems. Unfortunately, due to data limitations, this seller trade off can not be easily measured.Under existing theories of capital structure, debt capacity is a positive function of tangible asse
8、ts, earnings growth and asset diversification and a negative function of asset volatility. Firms with greater tangible assets can borrow more privately from banks and publicly in the bond market. Since larger firms are generally more diversified, we expect them to have a lower probability of bankrup
9、tcy at a given leverage ratio and thus, greater debt capacity. These financing constraint and bankruptcy risk considerations can also reduce a lenders willingness to finance a bidders cash bid, especially in relatively large deals. In assessing potential determinants of an M&A payment method, our fo
10、cus is on a bidders M&A financing choices, recognizing that targets can also influence the final terms of an M&A deal. However,if a targets financing choice is unacceptable to the bidder, then the proposed M&A transaction is likely to be aborted or else the bidder can make a hostile offer on its own
11、 terms. For a deal to succeed, the bidder must be satisfied with the financial structure of the deal. Bidder and target considerations:* Corporate Control Bidders controlled by a major shareholder should be reluctant to use stock financing when this causes the controlling shareholder to risk losing
12、control. Assuming control is valuable, the presence of dominant shareholder positions should be associated with more frequent use of cash, especially when the controlling shareholders position is threatened. To capture this effect, we use the ultimate voting stake held by the largest controlling sha
13、reholder. A bidder with diffuse or highly concentrated ownership is less likely to be concerned with corporate control issues. In line with this argument, Martin (1996) documents a significantly negative relationship between the likelihood of stock financing and managerial ownership only over the in
14、termediate ownership range. Therefore, we incorporate the possibility of a non-linear relationship between the method of payment and the voting rights of a bidders controlling shareholder by estimating both a linear and cubic specification for the ultimate voting control percentage of the bidders la
15、rgest shareholder. In our robustness analysis, we also estimate a spline function for this variable.Corporate control concerns in M&A activity can manifest themselves in more subtle ways. Concentrated ownership of a target means that a stock financed acquisition can create a large blockholder, threa
16、tening the corporate governance of the acquirer. If the seller is closely held or is a corporation disposing of a division, then ownership concentration tends to be very concentrated. This implies that financing the M&A deal with stock can create a new blockholder in the bidder. While the risk of cr
17、eating a new bidder blockholder with stock financing is higher when a target has a concentrated ownership structure, this is especially ture when relative size of the deal is large. To capture the risk of creating a large blockholder when buying a target with stock financing, we employ CONTROL LOSS,
18、 the product between the targets control block and the deals ralative size. The relative deal size is computed as the ratio of offer size (excluding assumed liabilities) to the sum of a bidders equity pre-offer capitalization plus the offer size. The targets controlling blockholder is assumed to hav
19、e 100 % ownership for unlisted targets and subsidiary targets. * Collateral, Financial Leverage and Debt CapacityWe use the fraction of tangible assets as our primary measure of a bidders ability to pay cash, financed from additional borrowing. COLLATERAL is measured by the ratio of property, plant
20、and equipment to book value of total assets. Myers (1977) argues that debtholders in firms with fewer tangible assets and more growth opportunities are subject to greater moral hazard risk, which increases the cost of debt, often making stock more attractive. Hovakimian, Opler and Titman(2001) find
21、that a firms percentage of tangible assets has a strong positive influence on its debt level.We also control for a bidders financial condition with its leverage ratio, FINL LEVERAGE. Since cash is primarily obtained by issuing new debt, highly levered bidders are constrained in their ability to issu
22、e debt and as a consequence use stock financing more frequently. A bidders financial leverage is measured by the sum of the bidders face value of debt prior to the M&A announcement plus the deal value (including assumed liabilities)divided by the sum of the book valve of total assets prior to the an
23、nouncement plus the deal value (including assumed liabilities). This captures the bidders post-deal leverage if the transaction is debt financed. This measure differs from Martin(1996) who uses a pre-deal bidder leverage measure adjusted for industry mean and reports an insignificant effect.Bidder s
24、ize is likely to influence its financing choices. Larger firms are more diversified and thus, have proportionally lower expected bankruptcy costs. They also have lower flotation costs and are likely to have better access to debt markets, making debt financing more readily available. Thus, cash finan
25、cing should be more feasible in the case of larger firms. Larger firms are also more apt to choose cash financing in smaller deals due to its ease of use, provided they have sufficient unused debt capacity or liquid assets. Further, the use of cash allows the bidder to avoid the significant costs of
26、 obtaining shareholder approval of pre-emptive rights exemptions and authorizations and the higher regulatory costs of stock offers. We measure bidder assets size by the log of pre-merger book value of assets in dollars(total assets). In addition to bidder control and financing considerations, we ne
27、ed to take into account several other bidder characteristics.* Relative Deal Size, Bidder Stock Price Runup and Asymmetric InformationHansen (1987) predicts that bidders have greater incentives to finance with stock when the asymmetric information about target assets is high. This information asymme
28、try is likely to rise as target assets rise in value relative to those of a bidder. Yet, stock is used in relatively larger deals, it produces more serious dilution of a dominant shareholders control position. Finally, as bidder equity capitalization rises, concern about its financing constraint fal
29、ls, since there is a relatively smaller impact on its overall financial conditon. We proxy for these effects with REL SIZE, which is computed as the ratio of deal offer size (excluding assumed liabilities)divided by the sum of the deals offer size plus the bidders pre-offer market capitalization at
30、the year-end prior to the bid.Both Myers and Majluf (1984) and Hansen (1987) predict that bidders will prefer to finance with stock when they consider their stock overvalued by the market and prefer to finance with cash when they consider their stock undervalued. As uncertainty about bidder asset va
31、lue rises, this adverse selection effect is exacerbated. Martin (1996) finds evidence consistent with this adverse selection prediction. For a sample of publicly traded targets, Travlos (1987) finds that stock financed M&A deals exhibit much larger negative announcement effects than cash financed de
32、als. He concludes this is consistent with the empirical validity of an adverse selection effect. We use as a proxy for bidder overvaluation (or undervaluation), calculated from a bidders buy and hold cumulative stock return over the year preceding the M&A announcement month.In addition to bidder con
33、siderations, we need to take into account typical target considerations. These preferences are related to risk, liquidity, asymmetric information and home bias.T1. Unlisted Targets and Subsidiary TargetsWe use an indicator variable, UNLISTED TARGET, to control for listing status where the variable t
34、akes a value of one if the target is a stand-alone company, not listed on any stock exchange and is zero for listed targets and unlisted subsidiaries. When an M&A deal involves an unlisted target, a sellers consumption/liquidity needs are also likely to be important considerations. These sellers are
35、 likely to prefer cash given the illiquid and concentrated nature of their portfolio holdings and the often impending retirement of a controlling shareholder-manager. Likewise, corporations selling subsidiaries are often motivated by financial distress concerns or a desire to restructure toward thei
36、r core competency. In either case, there is a strong preference for cash consideration to realize these financial or asset restructuring goals. A likely consequence is a greater use of cash in such deals, since bidders are frequently motivated to divest subsidiaries to finance new acquisitions or re
37、duce their debt burden. As noted earlier, these two target ownership structures are also likely to elicit bidder corporate control concerns given their concentrated ownership. Thus, bidders are likely to prefer cash financing of such deals, especially as they become relatively large.T2. Cross-Indust
38、ry Deals and Asymmetric InformationSeller reluctance to accept bidder stock as payment should rise as the asymmetric information problem worsens with greater uncertainty about bidder equity value and future earnings. This problem is also likely to be more serious for conglomerate mergers. In contras
39、t, sellers are more apt to accept a continuing equity position in an intraindustry merger, where they are well acquainted with industry risks and prospects. T3. Cross-Border Deals, Local Exchange Listing and Home BiasIn cross border deals, selling stock to foreign investors can entail several proble
40、ms. We are concerned with the possibility that investors have a home country bias in their portfolio decisions as documented in Coval and Moskowitz (1999), French and Poterba (1991) and Grinblatt and Keloharju(2001), among others. This can reflect a foreign stocks greater trading costs, lower liquid
41、ity, exposure to exchange risk and less timely, more limited access to firm information. T4. Bidder Investment OpportunitiesHigh growth bidders can make an attractive equity investment for selling shareholders. MKTTO-BOOK, defined as a market value of equity plus book value of debt over the sum of b
42、ook value of equity plus book value of debt prior to the bid, measures a bidders investment in growth opportunities.We expect a higher market to book ratio to increase a bidder stocks attractiveness as M&A consideration. High market to book is also correlated with high levels of tax deductible R&D e
43、xpenditures, along with low current earnings and cash dividends. These firm attributes lower a bidders need for additional debt tax shield, making cash financing less attractive. These attributes are also attractive to high income bracket sellers due to their tax benefits. Jung, Kim and Stulz (1996)
44、 document a higher incidence of stock financing for higher market to book buyers.Source: Mara Faccio and Ronald W.Masulis, 2005 “The choice of payment in European mergers & acqusitions”.The Journal of Finance, Volume 60 Issue 3, pp. 1345-1388.译文：并购支付方式在欧洲的选择在过去的十年，全球并购活动已显著增长,同时带来组织的重大改变和在世界各地的经济活动的
45、控制。然而,有很多的并购的过程,我们并不完全理解,包括支付方式的选择。鉴于许多公司并购交易规模大,融资决策可能对收购股权结构、财务杠杆率产生重大的影响,以及之后的融资决策。融资决策也会有严重的公司控制，风险承担能力，税务和现金流以及影响买卖公司和股东。在作出并购货币决策时,收购方面临一个选择,是用现金还是股票交易的考虑。鉴于大多数收购方有有限的资金和流动资产，现金一般需要提供债务融资。因此,收购方暗中地面临着举债或发行股票融资的选择,它包含了发行权益之间以及越来越多地发行债务的企业财务困境成本控制问题的权衡。因此,收购方的并购货币决定,可以强烈地影响其债务能力和现有的财务杠杆的作用。它也可以强
46、烈地影响管理层的愿望，以维持现有的公司治理结构。与此相反,卖方可能面对股票之间的税收优惠和风险最小化的流动性和现金代价利益的权衡。例如,卖方可能愿意接受股票，如果他们在一个目标股价低税率基础上,能推迟他们的税务负担通过接受收购方的股票作为支付手段。另一方面,卖家可能更偏爱于现金考虑，以避开成为一个小股东的风险在集中所有人的收购方，从而避免了相关的道德风险问题的风险。不幸的是,由于数据的限制,卖方权益不容易衡量。在现行资本结构的理论下,偿债能力是有形资产、收益增长和资产多样化的积极作用和资产的波动性的负面作用。公司拥有更大的有形资产可以从银行或公开的债券市场私底下里借到更多。由于大公司一般来说更
47、多元化,我们期望在给定的杠杆率的基础上它们会有一个较低的破产概率,还有更大的负债能力。这些融资约束和破产的风险因素也可以减少借款人愿意资助一个收购方的现金收购,尤其是在相对较大的交易中。在评估并购支付方式的潜在因素时,我们的重点是收购方的并购融资选择,认识到目标也能影响到一个并购交易的最终条款。然而,如果一个目标的融资是不能被收购方接受的,那么所提出的并购交易可能会被中止,否则该收购方能够用自己的方式进行敌意收购。为了达成交易的成功,该收购方必须对该次交易的资本结构满意。收购方和目标要考虑的问题:*公司的控制权被大股东所控制的收购方不情愿使用股票融资，这将导致持有控股权的股东有失去控制的风险。
48、假设控制是有价值的,那么具有支配权的股东将更频繁地使用现金,尤其是当控股股东的位置已经受到威胁的时候。为了达到这个结果,我们使用最终投票的股份，股份由最大的控股股东持有。有广泛或高度集中所有权的收购方是不太可能对公司控制问题表示关注的。按照这种观点,马丁(1996)评述了只能通过一系列的中间所有权之间的股权融资和管理所有权之间可能的显著地负相关关系。因此,我们提供可能的非线性关系的支付方式和收购方的控股股东的投票权，通过线性和立体来预测该收购方的最大股东的最终投票控制百分比。在我们的稳定分析中,我们也估计了这个变量样条函数。公司控制权的并购活动可能会以更加微妙的方式显示他们。一个目标所有权的集
49、中意味着股票融资收购可以创造一个大股东来威胁收购方的公司治理。如果卖方持有公司的一个部门,那么股权集中度往往是非常集中的。这意味着并购融资与股票收购可以创建一个新的大股东的收购方。当目标企业有一个集中的所有权结构时，尽管建立一个新的收购方与大股东股权融资的风险较高，但是当相对规模较大时这是特别真实的。为了获得通过股票融资来购买企业的大股东的风险，我们使用失去控制，在目标的控制区和交易的相关大小的产品。相对交易规模计算为发行规模比率（不包括承担的负债）向收购方的权益预先提供资本，加上发行规模的总和。假设目标的控股大股东有非上市子公司100的所有权。*抵押,财务杠杆和债务能力我们用有形资产的一部分作为衡量一个收购方支付现金，额外的资金借贷的主要方式。抵押品用其财产，厂房和设备总资产的账面价值来衡量。迈尔斯(1977)指出持债者用更少的有形资产和更多的发展机会的方式会受到更大的道德风险，增加负债的成本，容易导致股票更有吸引力。Hovakimian,Opler和Titman(2001)发现公司有形资产的比例对其债务水平有很强的正面影响。我们还
