Quality vs. Greed: Drivers of Swedish IPO Pricing A Comprehensive Analysis of IPO Valuations and the Impact of Institutional Ownership Edvin Andersson & Thomas Pietsch Master’s Thesis in Finance Graduate School Spring, 2024 Supervisor: Christer Ljungwall Abstract This study investigates the effect of different pre-IPO institutional investors on the pricing of Swedish initial public offerings(IPOs). Specifically, an event study and Ordinary Least Squares regressions are used to compare initial short-term returns of Private Equity and corporate-backed IPOs to non-backed listings. The primary findings show that Swedish IPO issues are underpriced, with private equity backed listings priced higher than non- backed IPOs, while Corporate-backed listings appear to be priced lower. The results contest the use of signaling theory, indicating that alternative theoretical frameworks, such as agency-related explanations, should be used to describe the relationship between IPO pricing and pre-IPO investors. JEL Classifications: G12, G14, and G32 Keywords: Initial Public Offering, IPO Valuation, Institutional Ownership, Ownership Structure, Private Equity, Venture Capital, Underpricing, Event Study, OLS Regression, Signaling Theory, Principal-Agent Theory Acknowledgements We would like to thank our supervisor, Christer Ljungwall, for his continuous encouragement and support throughout the writing process. Additionally, we would like to express our gratitude to Per Hulthén at Chalmers University of Technology and Science. His previous work within the field has served as an inspirational source for the development of this study. Lastly, we would like to thank Christopher Fägerskiöld, Håkan Juserius, and Per Wassén for sharing their valuable real-world insights gained from their professional experiences with IPOs. Contents 1 Introduction 1 2 Background and Theoretical Framework 3 2.1 IPO Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.2 IPO Underpricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.3 Money Left on the Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.4 Information Asymmetry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3 Literature Review 6 3.1 Private Equity and Corporate Involvement . . . . . . . . . . . . . . . . . . . . . . 6 4 Research Question 9 4.1 Application of Theory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 4.2 Research Questions and Null Hypothesizes . . . . . . . . . . . . . . . . . . . . . . 9 4.3 Expected Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 5 Methodology 11 5.1 Event Study . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 5.2 OLS Regressions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 5.3 OLS Regression Accuracy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6 Data 22 6.1 Data Collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 6.2 Historical Prices and Listing Dates . . . . . . . . . . . . . . . . . . . . . . . . . . 23 6.3 Company Specific Control Variables . . . . . . . . . . . . . . . . . . . . . . . . . 24 6.4 Investor Type Categorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 6.5 General Adjustments to Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 7 Results and Analysis 27 7.1 Descriptive Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 7.2 Event Study . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 7.3 OLS Regressions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 8 Discussion 36 8.1 Main Findings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 8.2 Additional Findings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 9 Conclusions 39 References 41 Appendix 45 A Winsorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 B Statistical Tests for OLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 C Robustness Check Regressions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 List of Abbreviations and Synonyms Abbreviation Definition CAAR Cumulative Aggregated Abnormal Return, Underpricing IPO Initial Public Offering IPO price Listing price, issue price, offer price LLC Limited Liability Company OLS Ordinary Least Squares OMXSPI OMX Stockholm Price Index PE Private Equity R&D Research and Development SME Small and Medium Enterprises SPAC Special Purpose Acquisition Company VC Venture Capital 1 Introduction 1 1 Introduction The pricing of Initial Public Offerings (IPOs) is a well-researched topic within finance, with a consensus suggesting that firms generally underprice their stocks during IPOs relative to aftermarket prices (Engelen et al., 2020). From the perspective of an investor, it is of vital interest to identify factors that influence the degree of undervaluation. Understanding these drivers enables more informed investment decisions and enhances the potential for maximizing returns from IPO investments. Consequently, this study explores the underpricing phenomenon and its determinants by comparing empirical data with previous research findings. Several theories attempt to explain why companies consistently price IPOs below aftermarket levels. One prominent theory revolves around the "fear of lemons" as described by Akerlof (1970) and Ritter and Welch (2002). This theory suggests that aftermarket investors are aware of pre-IPO investors’ superior knowledge about a firm’s true value but cannot easily differentiate between high-quality ("peach") and low-quality ("lemon") firms. Because market participants cannot easily identify whether an IPO is a peach or a lemon, issuers must demonstrate that they are of high quality. High-quality firms often signal their value by pricing their shares below market value, essentially, as Ritter explains, "demonstrate that they are high quality by throwing money away". On the other hand, poorer quality firms are believed to be financially unable to afford such discounts and, therefore, keep their issue prices closer to their expected market values (Ritter and Welch, 2002). This common practice of pricing IPOs below potential market value imposes chronic pressure on all new listings, driven by aftermarket discount expectations. This is not beneficial from a fundraising perspective, as firms must balance the need to attract investors with the goal of maximizing their capital raised (Darrough and Rangan, 2005). Firms are thus motivated to minimize the discount to a level that still effectively signals quality. They can do this by actively working with transparency to reduce the information asymmetry gap or by involving external actors that serve a monitoring role, such as analysts, banks, or external investors. A commonly studied factor that seems to be able to decrease the size of the discount is the presence of Private Equity (PE) and Venture 1 Introduction 2 Capital (VC) firms (Barry et al., 1990; Folus and Boutron, 2015; Michala, 2019). However, there is no consensus within the literature on why PE actors have the abovementioned effect on IPO pricing. The two main explanations stem from arguments based on either signaling theory (Engelen et al., 2020) or principal-agent conflicts (Arthurs et al., 2008; Ritter and Welch, 2002). Additionally, PE involvement in the Swedish IPO landscape is relatively unexplored. Since the effect is expected to differ between geographical regions due to differences in legislative frameworks (Bruton et al., 2010), the presence of an underpricing discount in the Swedish market due to PE involvement remains uncertain. This study aims to investigate the effect of pre-IPO investor type involvement on Swedish IPO pricing between 2004-01-01 and 2023-12-31. This is done by testing for a general presence of underpricing and the effect of PE involvement. Subsequently, the study investigates if the quality-signaling theory holds for different investor types (PE, VC, and Corporate actors) that can be assumed to be associated with sending quality signals. Lastly, the principal-agent theory is applied to the setting to potentially explain why IPOs are priced differently depending on the incentives of different pre-IPO investors.1 1The research questions are presented in Section 4.2 2 Background and Theoretical Framework 3 2 Background and Theoretical Framework 2.1 IPO Process From a firm’s perspective, the primary motivation for pursuing an IPO is to raise additional capital (Ritter and Welch, 2002).2 This can be achieved through issuing new equity or selling existing shares to public market actors. The amount of new capital raised, commonly referred to as proceeds, depends on two main factors: The initial listing price and the number of shares issued. Both are determined by the company during the pre-money valuation phase, also known as the price discovery phase. This process involves three main actors: (1) The pre-existing pool of equity owners: This group may include founders, early external investors such as angel investors, and institutional actors like PE and VC firms or corporate entities. (2) Underwriter: Typically an investment bank hired by the company to assist throughout the whole IPO process. The underwriter provides market insights, valuation assistance, and crucial access to a network of new issue investors. (3) New issue investors: These are investors who participate in and purchase shares (subscribe) before the official listing date, during the IPO new issuance phase. Their involvement is crucial for estimating demand and setting the price for the company’s stock. During the price discovery phase, the company aims to establish a fair market value that sufficiently satisfies all stakeholders. The process involves addressing information asymmetry and integrating factors such as market environment, risk sentiment, and valuations based on peer multiples or discounted cash flows. The most common method used for this is book building, where the underwriter explores market demand and appropriate pricing through interactions with potential new issue investors, a process sometimes referred to as pilot fishing (Ellis et al., 1999). 2For readers of this study, a detailed understanding of every aspect of an IPO process is not necessary. However, knowledge of the most central actors and steps in the process will enhance the clarity and understanding of the main terms and concepts used in the study. 2 Background and Theoretical Framework 4 Once the issue price is set, the underwriter helps sell the issued shares to new issue investors. These shares are sold either via subscription rights or through unit rights. A unit typically consists of a fixed number of shares and potentially call options bundled together at a fixed price primarily determined by the number of shares in each unit. 2.2 IPO Underpricing In previous research within IPO valuation, underpricing is the most commonly used measure for short-term IPO pricing. Despite slight variations in its definition across different studies, this concept generally refers to the first trading day return of a stock (Ritter, 1991; Ritter and Welch, 2002; Lowry and Schwert, 2002; Vismara et al., 2012). While these returns can be left unadjusted, they are often market-adjusted using a benchmark index (MacKinlay, 1997). Historical studies over the past half-century have consistently found that IPOs tend to close their first trading day at higher valuations than their initial listing prices, suggesting a systematic undervaluation by issuers (Carter et al., 1998; Miller and Reilly, 1987; Ritter, 1984; Tiniç, 1988). Underpricing is therefore just a term used to describe the relationship between the listing and close price of the first trading day (Reilly and Hatfield, 1969; Logue, 1973; Ibbotson and Jaffe, 1975). A stock is considered underpriced if it shows a positive adjusted return from its listing price on the first day, indicating that it was initially valued lower than what the market was willing to pay. Conversely, a negative adjusted return suggests an overpricing scenario. Underpricing serves as an indicator to evaluate whether a stock was over or undervalued during its pre-money valuation compared to its post-money market valuation. Positive initial returns suggest low listing valuations at IPO, while negative returns indicate higher valuations. This framework helps measure different investor types’ relative effects on IPO valuations. A clear understanding of underpricing is crucial for interpreting the findings of this study accurately and meaningfully. 2 Background and Theoretical Framework 5 2.3 Money Left on the Table The concept of Money left on the table refers to the additional capital an IPO issue could have raised if the issue price was set at a higher level, closer to its first-day closing price (Loughran and Ritter, 2000). For instance, consider an IPO issued at $10 per share that closes at $15 on its first trading day. This indicates that the market valued the firm higher than the issuers anticipated, suggesting they theoretically could have priced the shares at $15. The issuer fails to capitalize on an additional 50% in potential proceeds by setting a low initial price. This unclaimed capital is referred to as money left on the table. This concept is essential for understanding the financial implications of underpricing an IPO and serves as a critical measure of how effectively a firm capitalizes on its market entry. It reflects the opportunity cost of conservative pricing strategies and underscores the financial stakes in IPO pricing decisions. 2.4 Information Asymmetry In the paper “Theory of The Firm”, Jensen and Meckling (1976) developed a managerial problem setting that has since been conventionally applied by researchers and industry actors. The problem revolves around two parties: the principal, who is the initial owner and controller of an asset. The principal then hires an agent to manage and partially control parts of the asset while still maintaining total ownership and liability obligations related to the asset. A problem can occur when the incentives and goals of the agent are not in line with the incentives of the principal. For the abovementioned situation to actually turn into a problem setting, two additional theoretical concepts must also be present. The first is the concept of asymmetric information coined by Akerlof (1970) in his paper “The Market for Lemons”. Secondly, the agent also needs to act on his own interests, which are prioritized above the incentives of the principal. This concept of agent behavior is called moral hazard and is an extensively developed theory in economics (Arrow, 1963). 3 Literature Review 6 3 Literature Review 3.1 Private Equity and Corporate Involvement An IPO can be seen as a way for an existing investor to exit their position and realize capital gains. Since this is a natural part of the business cycle for PE and VC firms, it is reasonable to believe that these types of actors would want to maximize their investment returns (Michala, 2019; Arthurs et al., 2008). PE actors can realize gains via different exit strategies; among the most common are strategic sales, secondary buyouts, and partial or full exits via IPO (Folus and Boutron, 2015). Given this, PE’s relation to IPOs has grown into a well-studied field. The findings differ between observed markets and time periods. Jain and Kini (2005) and Lowry et al. (2010) find that PE-backed IPOs tend to be more underpriced than non-backed IPOs, while Michala (2019) finds no effect. However, several authors find that PE and VC actors seem to be able to reduce the underpricing typically seen in IPOs (Barry et al., 1990; Folus and Boutron, 2015; Bruton et al., 2010; Megginson and Weiss, 1991). Additionally, the reason these actors successfully issue their IPOs at higher valuations still needs to be determined. 3.1.1 Quality Signaling Theory The quality signaling theory states that PE involvement provides a monitoring role, which the aftermarket perceives as a signal of high quality (Barry et al., 1990). This perception leads to the acceptance of lower issuance discounts for PE-backed IPOs, as the presence of PE is seen as indicative of better oversight and value. Consequently, this contributes to why PE firms often manage to issue their IPOs at higher valuations (Engelen et al., 2020; Megginson and Weiss, 1991; Barry et al., 1990). Additionally, Ginsberg et al. (2011) and Chemmanur and Loutskina (2009) find that Corporate VC involvement shows similar signaling traits. While these insights partially explain the reason to how PE firms can manage to minimize discounts, they do not fully explain why these actors frequently issue their IPOs at higher valuations compared to their peers. Due to this, there are arguments to combine theoretical frameworks when studying drivers of IPO pricing. As is the case for Ritter and Welch (2002) who states: 3 Literature Review 7 "We argue that asymmetric information is not the primary driver of many IPO phenomena. Instead, we believe future progress in the literature will come from non-rational and agency conflict explanations." 3.1.2 Principal-Agent Theory The principal-agent theory includes several levels of perspectives and uses incentive-based arguments. A frequently discussed aspect is the short-term investment horizon of PE actors, who inevitably plan for a future exit, contrasted with the long-term aspirations of firms aiming for perpetual existence. These different time horizons lead to differing incentives (Barry et al., 1990; Ritter and Welch, 2002; Pratt and Foreman, 2000). Fischer and Pollock (2004) finds that PE-backed firms are more likely to fail compared to their non-backed counterparts, suggesting that PE actors may exhibit short-term opportunistic behavior at the expense of the firm’s long-term performance. Industry standards such as investor lockup periods have been implemented to bridge incentive differences. These lockups prevent PE owners from fully exiting immediately through IPOs, compelling them to retain a portion of their original stake in the firm. Depending on the duration of the lockup period, this situation could incentivize PE actors to initially accept higher degrees of underpricing. However, Engelen et al. (2020) finds that VCs often sell their shares faster and more assertively than other shareholders after the IPO lock-up period ends. Additionally, with lockup periods usually ending within a year, the timeframe is still relatively short and unlikely to fully resolve the divergence in time horizons and incentives between PE actors and firms. According to Folus and Boutron (2015), PE actors generally prefer exits through direct sales, which are less costly and administratively burdensome than IPOs and allow for immediate liquidity. Yet, Folus and Boutron (2015) notes that PE actors tend to choose IPO exists during periods of positive market sentiment, or "Hot markets", as defined by Ritter (1984). Despite not allowing for immediate full exits, these periods make IPOs significantly more profitable and attractive as an exit route. Thus, PE actors can still be viewed as agents with short-term incentives that deviate from the principal’s. Another commonly mentioned phenomenon is window dressing, or as Ross and Hopkins (2011) describes it, putting lipstick on a pig. This notion refers to the practice by which 3 Literature Review 8 PE firms enhance their portfolio companies’ short-term financial outlook. While these actions might not align with the firm’s long-term interests, they aim to make the firm appear more attractive to less informed external investors. (Michala, 2019; Chou et al., 2006; Fischer and Pollock, 2004). Strategies include reporting accrual cash inflows, selling highly depreciated assets, and temporarily adjusting capital expenditures to improve cash flows instead of recognizing costs. Window dressing is unethical and illegal; however Ross and Hopkins (2011) observes that PE actors often engage in such practices within legislative boundaries before public issues. This behavior indicates that PE actors have incentives different from those of the firm itself in the IPO setting. According to Cho and Lee (2013), PE firms are aware of their superior information and understanding of firm-specific projects, particularly in R&D. This knowledge allows them to exploit the information asymmetry between themselves and aftermarket investors, granting them the opportunity to construct compelling narratives about the potential of the firm’s R&D projects and consequently increase short-term IPO valuations. Furthermore, Hull et al. (2013) finds evidence that that PE-backed firms typically have higher R&D expenditures just before their IPOs, indicating that PE actors behave hazardously as agents during the IPO process. 4 Research Question 9 4 Research Question 4.1 Application of Theory In this study, the firm itself is considered the principal, driven by the primary incentive to grow sustainably over time. To assure aftermarket investors of its viability and quality, the firm chooses to underprice its IPO. This strategy helps demonstrate that the firm is not a lemon, intending to establish trust and attract investment from the market. Acting as agents are various external investor types: PE, VC, and Corporate actors. PE and VC firms aim to maximize capital gains from an IPO exit (Michala, 2019; Arthurs et al., 2008). As a result, these investors tend to prefer lower degrees of underpricing, seeking to optimize their return on investment through the IPO exit. Hence, this study classifies both PE and VC investors as PE investors. Conversely, corporate actors typically do not have a primary incentive to maximize profits through high IPO valuations. According to Masulis and Nahata (2009) and Hellmann (2002), their goals may be more aligned with those of the principal, focusing on the long-term stability and growth of the firm. They might even favor a higher degree of underpricing to mitigate any potential negative market reactions that could arise from an overvalued IPO. The diverse incentives concerning IPO valuations and investment horizons between the firm (principal) and these external investors (agents) provide a foundation for the principal-agent problem explored in this study. 4.2 Research Questions and Null Hypothesizes • Is IPO underpricing present in the Swedish IPO market? • Is underpricing affected by private equity and corporate ownership involvement? • Can the quality signaling theory explain underpricing for different investor types? This is tested through contradiction with the following null hypothesizes: (1) H0 : Underpricing is not present in the Swedish IPO landscape (2) H0 : Private Equity backing does not affect the level of underpricing. 4 Research Question 10 (3) H0 : Corporate backing does not affect the level of underpricing. By comparing the results of hypotheses (2) and (3), this study aims to evaluate the quality-signaling theory and explain pricing differences via a principal-agent perspective instead. 4.3 Expected Results Relative to Organic IPOs, this study expects to find that Private Equity backed IPOs exhibit higher pre-money issuance valuations. Given that PE firms view the IPO as an exit route from a portfolio company, they are expected to advocate for higher valuations during price discovery discussions. Consequently, IPOs backed by PE actors are anticipated to be valued higher than Organic IPOs, where no such actor pushes for increased valuations. Conversely, corporate actors do not invest in portfolio companies solely to achieve a capital return from an IPO exit (Hellmann, 2002). Instead, they seek to invest in potential acquisition targets, focusing on operational, strategic, and synergistic value. A corporate actor is presumed to pursue an IPO for their portfolio company under two circumstances: (i) the investor sees future potential in the target firm but is unwilling to invest more capital, and (ii) the corporate actor wishes to divest its stake. In both scenarios, maximizing short-term proceeds from the venture investment is not the primary concern for the larger corporate entity (Masulis and Nahata, 2009; Ivanov and Xie, 2010; Chemmanur and Loutskina, 2009). Instead, they focus on ensuring they do not participate in an overvalued IPO. That can result in negative brand attention from having a history of overvalued IPOs. Therefore, the corporate actor is expected to actively advocate for modest issuance valuations and should have lower or similar issuance valuations to Organic IPOs. Due to the expected results of hypotheses (2) and (3), this study expects to find that a principal-agent perspective must complement quality-signaling theory to fully describe the relationship between IPO pricing and pre-IPO investors. 5 Methodology 11 5 Methodology This chapter outlines the method and models used to investigate the research question and hypotheses. An event study is performed to assess the general presence of underpricing in the Swedish IPO landscape and for each investor type individually. The output from the event study is further analyzed with OLS regressions to determine if there are significant relationships between the type of pre-IPO investors and the issue price. 5.1 Event Study Event studies are a standard methodology for assessing the impact of specific economic events on the value of a firm. The time frames used for this analysis are referred to as the estimation window, event window, and post-event window, respectively. Each window serves a distinct purpose: the estimation window helps establish a baseline for the firm’s performance, the event window captures the immediate effects of the event, and the post-event window examines the subsequent impact on firm value. When applying this methodology to study IPO underpricing, a few common adjustments are typically made to adapt to the unique characteristics of IPOs. • Removing the estimation window: Typically, the estimation window establishes baseline parameters for the subsequent analysis. However, in the context of IPOs, where pre-market price data is scarce or nonexistent, it is hard to establish such parameters. Therefore, eliminating the estimation window is a logical adjustment for IPO underpricing studies, as there is insufficient data to calibrate any model parameters before the IPO (MacKinlay, 1997). • Adjusting the start of the event window: In traditional event studies, the event window might start before the actual event date to capture early effects. However, for IPOs, the lack of prior market prices necessitates a different approach. The event window should start on the day the issue price is set, which is the final day investors can buy shares at the initial price. Starting the event window on this day directly focuses on the initial reactions to the IPO pricing before the shares are traded on the open market. This method captures the immediate investor response to the 5 Methodology 12 issue price, providing a clear picture of the initial valuation dynamics of the IPO (MacKinlay, 1997; Ritter, 1991). A multi-period event window is used to analyze each firm’s daily stock price changes during its first month of trading. This thesis defines a trading month as the first 21 days of trading. 5.1.1 Unadjusted Return The unadjusted return for each firm i on event day τ involves calculating the simple return ri,τ and the cumulative holding period return Ri,τ . The simple return is defined as: ClosePricei,t ri,τ = − 1, for t = [0, 1, . . . , 21] (Eq. 1) ClosePricei,t−1 The cumulative return is then calculated by: ∏τ Ri,τ = (1 + ri,t), for τ = [1, 2, . . . , 21] (Eq. 2) t=1 Here, t = 0 represents the issue date, hence ClosePricei,0 is the issue price. This methodology assumes a buy-and-ho∑ld strategy, slightly deviating from Ritter (1991), who aggregate simple returns using ri,τ . Employing cumulative returns, while more computationally intensive, ensures a more precise measurement of stock performance by accounting for the compounding effect of daily returns, compared to summing the returns, which implicitly assumes active portfolio rebalancing. 5.1.2 Abnormal Return and CAAR To accurately measure the impact of an IPO event, it is crucial to calculate the abnormal returns, which account for deviations from expected or "normal" returns. Normal return, denoted as E[Ri,τ |Xτ ], represents the return a firm would generate if it was not its first 5 Methodology 13 day of trading. The abnormal return for firm i on event day τ is defined as: ARi,τ = Ri,τ − E[Ri,τ |Xτ ] = Ri,τ − (α + βRm + ε) (Eq. 3) = Ri,τ −Rm − ε Here, E[Ri,τ |Xτ ] represents the normal return, which is the expected return absent the event. The normal return is estimated using a market model, typically assuming a linear relationship stemming from the Capital Asset Pricing Model. Given the lack of pre-IPO pricing data, historical beta calculations are challenging; thus, like Ritter (1991), beta is constrained to one and alpha to zero, using the market return Rm as a proxy for normal return. Alternative approaches include setting a constant mean return, but MacKinlay (1997) argues that using a market model may reduce the variance of abnormal returns by accounting for market-related variations. Abnormal returns ARiτ are aggregated cross-sectionally to draw inferences about underpricing across multiple firms. N 1 ∑ CAARτ = ARi,τ (Eq. 4) N i=1 This produces the Cumulative Aggregated Abnormal Return CAARτ , which provides a consolidated measure of abnormal returns across the sampled firms for each event day τ . 5.1.3 Underpricing Measurement The focus of this study is to investigate whether certain stakeholder groups tend to overvalue or undervalue their companies during the IPO issuance process. To assess this, underpricing will be measured using Cumulative Aggregated Abnormal Returns (CAAR), which indicates relative evaluation differences between pre- and post-money valuations. Throughout this study, the terms CAAR and underpricing are used interchangeably. T-tests with robust standard errors are employed to statistically test the significance of underpricing. These tests compare the mean CAAR of the sample to a theoretical mean (zero in the case of no underpricing) to ascertain whether the observed average 5 Methodology 14 underpricing is statistically different from zero. This parametric test assumes that the underlying distribution of returns is normal. 5.2 OLS Regressions After examining the presence of underpricing in the Swedish IPO market, this study explores the relationship between the degree of underpricing and different investor types using cross sectional OLS regressions. The CAAR from the event study is employed as the dependent variable, and each investor type is assigned a dummy variable, excluding the non-backed (Organic) companies to avoid the dummy variable trap. Consequently, all variable coefficients are interpreted relative to the underpricing experienced by non-backed companies. Notably, the Other investor type can be viewed as a control variable, acting as a catch-all for investors with diverse incentives and no straightforward interpretation. Its primary function is to ensure that other investor type categories are more distinctly defined and pure in their classification. To ensure the regression results are robust and not affected by factors such as the absence of first-day trading volume or other market-specific circumstances, three types of regressions are conducted: (1) One-Day Cumulative Regression: This regression uses the IPO date return as the dependent variable to assess the immediate difference between pre- and post-money valuations. (2) One-Week Cumulative Regression: This follows up with an evaluation of cumulative returns one week (five trading days) after each IPO, including the previous day’s trading volume as an independent variable. (3) One-Month Cumulative Regression: Extending the analysis further, this regression measures cumulative returns one-month (21 trading days) post-IPO, also considering the previous days’ trading volume. These regressions aim to determine whether the degree of underpricing observed at the IPO persists in the short term and how it relates to different types of investors. They incorporate several historical control variables commonly used in IPO underpricing studies 5 Methodology 15 to reduce endogeneity stemming from omitted variable bias. This is sensible because the extent of a company’s underpricing might not be fully explained by its pre-issue investor type alone. Therefore, additional variables are included to offer a broader perspective on the various factors influencing underpricing. Further details on these variables and their potential impacts will be explained in the subsequent sections. CAARi,t = β0 + β1PE/V C + β2Corporate+ β3Other + β4OMXS Lagi + β5Solvencyi + β6R&Di + β7Sizei + β8Exchange Type (Eq. 5) + β9V olumei,t−1 Table 1: Summary of Variables Variable Name Description Dependent Variables CAARt Cumulative Aggregated Abnormal Return, after t day(s) Variables of Interest PE/V C Dummy for Private Equity or Venture Capital backed companies Corporate Dummy for Corporate or Corporate-VC backed companies Control Variables Other Dummy for companies with alternate types of external equity financing OMXS Lag (%) Cumulative OMXSPI Index return 3 months before IPO Solvency (%) Total Equity over Total Assets Size Natural logarithm of Total Assets R&D Capitalized R&D over Total Assets Exchange Type Dummy for First Tier Exchange listings V olumet−1 (M) Previous Days reported total trading volume. Omitted in first-day regression (Model 1) due to availability. 5 Methodology 16 5.2.1 Investor Types Following a categorization methodology similar to Vismara et al. (2012), this study uses independent dummy variables to classify each company into mutually exclusive investor type groups. Due to the similarities in incentives, firms backed by Private Equity and Venture Capital are grouped under PE/VC. IPOs supported by Corporate or Corporate Venture Capital are classified as Corporate. Companies financed through other means, such as Angel Investors or Grants, are categorized as Other. Companies without significant external equity investors are labeled as Organic and serve as the benchmark for all other groups in the regression analysis. 5.2.2 OMXS Lag To capture the market sentiment around the time of each IPO, as Ritter (1991) and Jain and Kini (2005) captured with their "Hot Market" variable, each firm i is assigned a unique value representing the three-month cumulative return of the OMXSPI before its IPO: OMXSPIi,t OMXS Lagi = − 1 (Eq. 6) OMXSPIi,t−3m Where t is the unique IPO date for each firm i and 3m is three calendar months. The lag interval of 3 months is chosen to capture the short-term market sentiment and reflect the current IPO climate, providing a snapshot of the market conditions leading up to each offering (Folus and Boutron, 2015). The use of this market return lag also incorporates a forward-looking aspect of market sentiment (Suresha et al., 2023). The decision to use a continuous measure rather than a "Hot/Cold Market Dummy" is based on its availability before each IPO. Additionally, the continuous variable approach enables a more dynamic and nuanced view of market conditions compared to the binary classification used in prior studies. 5 Methodology 17 Figure 1: IPO Frequency and OMXSPI Index Level In Figure 1, the relationship between the number of IPOs and various lagged versions of OMXSPI is displayed. This shows how the IPO market co-moves with market conditions and highlights the importance of employing a detailed measure of market sentiment in IPO studies, capturing the clear connection between market trends and IPO activities. 5.2.3 Solvency As Jain and Kini (2005) notes, a leverage ratio serves the purpose of capturing a relative risk level associated with each company. In this study, leverage is measured using the Solvency Ratio (Equity to Asset Ratio), which Swedish companies commonly report: Total Equityi Solvencyi = (Eq. 7) Total Assetsi Even though an interest-bearing debt ratio might be preferable to avoid biases due to differences in capital structures, the Solvency Ratio should still capture each company’s relative risk level. The reasoning behind this decision is mainly based on data accessibility, further discussed in Section 6.3. 5 Methodology 18 5.2.4 Size Among the most frequently used control variables in research on IPO underpricing is a proxy for firm maturity. Studies often employ either the age or size of the firm, or a combination of both (Carter et al., 1998). However, Ritter (1991) argues to only use one of these measures to avoid multicollinearity. The decision to choose size over age stems from the complications in accurately measuring a firm’s age. Specifically, the maturity proxy can be biased for companies that remain passive for an extended period after their formal registration. Thus, the natural logarithm of Total Assets, as reported in the last fiscal annual report (Suresha et al., 2023) is selected as a proxy for maturity: Sizei = ln(TotalAssetsi) (Eq. 8) This approach is selected to provide a consistent measure of firm maturity across various companies, avoiding the potential biases arising from inactiveness following a company’s formal registration and other complexities associated with determining a precise founding date. 5.2.5 R&D Another variable commonly found to impact underpricing is a measure related to R&D expenditures. Cho and Lee (2013) argue that pre-money insider investors, having access to superior information, can more accurately appreciate the future potential of R&D projects compared to outside market investors. Consequently, startups and companies that operate within R&D-intensive industries, such as medicine and some technology sectors, often face higher degrees of information asymmetry and underpricing (Darrough and Rangan, 2005; Jain and Kini, 2005). To account for these variations, this study includes each firm’s capitalized R&D over total assets as a control variable. This variable is intended to capture the uncertainty differences for companies where capitalized R&D constitutes a significant part of the firm’s potential enterprise value (Hull et al., 2013). 5 Methodology 19 5.2.6 Exchange Type Differences in listing requirements between first- and second-tier exchanges tend to attract different types of IPOs (Vismara et al., 2012; Lowry and Schwert, 2002; Buckle et al., 2018). According to the quality signaling theory, listing on a regulated exchange serves as a quality benchmark, where higher transparency requirements reduce the information asymmetry between insiders and aftermarket actors. This enables post-money investors to more effectively screen for "lemons" compared to the less detailed prospectuses typical of IPOs on second-tier exchanges (Reese, 1998). Thus, a dummy variable capturing this quality distinction between exchange types is included in the study. 5.2.7 Volume Similar to the market sentiment proxy, including a measurement for firm-specific market demand is common. For example, Abrahamson and De Ridder (2015) and Vismara et al. (2012) use the first trading day turnover to assess aftermarket demand for each IPO. Suresha et al. (2023) incorporates different IPO issue subscription rates as a measure. Following the approach of Reese (1998), this study employs trading volume as a proxy for IPO-specific market demand. However, to maintain the historical character of the input data, the variable is lagged by one trading day. 5.3 OLS Regression Accuracy Verifying that certain assumptions are met is crucial to ensuring the reliability of Ordinary Least Squares regressions. This section evaluates critical assumptions such as multicollinearity, homoscedasticity, and the normality of error terms. These tests help confirm the accuracy of the regression estimates and the validity of the inferential statistics derived from the model. 5.3.1 Multicollinearity Multicollinearity occurs when independent variables in a regression are highly correlated, making it difficult to isolate the effect of each variable on the dependent variable. To 5 Methodology 20 ensure that multicollinearity does not bias the results, it is tested at two levels: (i) Pairwise correlations are computed in a correlation table in Appendix B. Since the highest absolute correlation is 0.2879, it indicates that multicollinearity is not a concern at this level. (ii) Linear dependence between three or more variables is assessed by computing the Variance Inflation Factor (VIF). A VIF value of 1 indicates no multicollinearity, with a commonly accepted threshold of 10 (Kutner, 2004). The data shows no VIF higher than 1,3505, as seen in Appendix B. Based on these tests, multicollinearity is not a problem when interpreting each predictors effect as isolated and unique. 5.3.2 Homoscedastic Error Terms Homoscedasticity, or constant variance of error terms, is essential for the efficiency of estimators and the reliability of standard errors. However, the OLS estimator remains unbiased and asymptotically normal even if this assumption is violated. Homoscedasticity is tested through: (i) Visual inspection by plotting the residuals against fitted values. (ii) The Breusch-Pagan test for heterogeneity is preferred over the White test due to its robustness in non-normal distributions. The results of the Breusch-Pagan test indicate a rejection of homoscedasticity as documented in Appendix B. To address the observed heteroscedasticity, the model employs robust standard errors, thereby discarding the assumption of homoscedasticity to ensure more reliable inference. 5.3.3 Normality of Error Terms Ensuring that residuals are normally distributed is desirable for making valid statistical inferences and conducting accurate hypothesis testing. The normality of residuals is assessed through the following methods: 5 Methodology 21 (i) Visual Inspection with a QQ-plot and histogram to check for normality. Ideally, the scatter in the QQ plot should align closely with the positive diagonal, representing a normal distribution, and the histogram should resemble a standard normal density curve. The observations indicate deviations from these patterns in the tails, as detailed in the plot in Appendix B. (ii) Jarque-Bera Test: This test compares the skewness and kurtosis of the residuals with those expected under a normal distribution. The rejection of the Jarque-Bera test in Appendix B confirms that the residuals are not normally distributed. To address these deviations from normality, the analysis incorporates bootstrap regressions alongside traditional OLS regressions, similar to the method used by Ritter (1991). Bootstrap regressions involve repeatedly running regressions on multiple random samples (with replacement) from the original dataset. This method allows for the drawing of the same observation more than once per sample, helping to ensure robustness in the face of non-normality. The bootstrap regression, consisting of 1000 draws, aggregates the results to provide more reliable standard errors and beta coefficients without making any strict form assumptions on the population (Fox and Weisberg, 2011). The bootstrapped regression outputs, available in the appendix, serve as a robustness check against the standard OLS results. If the bootstrap analysis does not show significant deviations in estimators, significance levels, or standard deviations, the original OLS regression result will be considered unbiased and valid. 6 Data 22 6 Data In this section, the data collection process is fully presented. This study uses a unique dataset of 739 observations compiled 3 from several databases and online resources. This section also discusses the adjustments and limitations impacting the dataset. 6.1 Data Collection The foundational data for this study is sourced from the Refinitiv Eikon database4. The company screening is set to include both delisted and currently listed companies on Swedish first and second tier stock exchanges5, with IPO dates ranging from January 1:st 20046 to December 31:st 2023. Key data points such as listing exchange, IPO date, trading volume, and OMXSPI index returns are collected simultaneously. To ensure that the data accurately reflects regular firm IPOs, several types of listings are excluded: • SPAC-company listings: Excluded due to their valuations primarily being derived from cash holdings rather than operational business performance. • Preference share listings: Excluded as they are often considered hybrid securities with characteristics similar to bonds rather than being pure equity instruments (Liberadzki and Liberadzki, 2019). • Previously publicly traded listings: Excluded because their listing price is determined from existing market values, either from foreign exchanges or from situations where a holding company goes public and simultaneously delists a subsidiary. After applying these exclusion criteria, the dataset is refined to 793 IPOs (636 active and 93 delisted). These companies form the reference set of companies for the subsequent data collection procedures. Including delisted firms ensures that even the worst-performing 3To combine data from different sources, ISIN and Swedish Organization numbers are used as unique company identifiers 4www.eikon.refinitiv.com 5Primary exchange: NASDAQ Stockholm, Second tier exchanges: Spotlight, Nordic Growth Market, NASDAQ First North 6In 2004, the first standardized regulatory frameworks for second tier exchanges (MTFs) was introduced (European Parliament and Council of the European Union, 2004). 6 Data 23 IPOs from the observation period are included and mitigates the effect of survivorship bias. 6.2 Historical Prices and Listing Dates The collection of data necessary for calculating underpricing is conducted differently for the two key variables: historical (unadjusted) closing prices and issue prices. Unadjusted closing prices are sourced from the Refinitiv Eikon database for all companies in the reference set. Some anomalies were identified, such as companies without a closing price registered on their IPO date. For these cases, IPO dates and matching close prices are manually assigned based on information from the prospectus and Skatteverket7. Refinitiv Eikon only provides issue price data for 309 of the 793 companies in the reference set. To increase the number of observations, additional data is sourced from Capital IQ8 and Affärsvärldens IPO Guide9. This inclusion raises the total number of companies with available issue price data to 722. The remaining companies’ issue prices are determined by combining data from Skatteverket, nyemissioner10, and prospectuses from finansinspektionen11. Skatteverkets records include fixed price issues and details on IPO-related unit offerings. The issue price in this study is defined as either the fixed share issue price or the unit price divided by the number of shares in each unit, excluding the value of any options included in the units. Cross-referencing manually gathered issue prices with those from databases revealed inconsistencies, notably where Refinitiv Eikon occasionally reports the unit price as the per share issue price. Since the underpricing calculations use the per-share closing price, such discrepancies can significantly skew results. To address this, all issue price data is cross-referenced among databases and verified through Skatteverket.se to ensure accuracy. 7www.skatteverket.se/ 8www.capitaliq.com 9www.affarsvarlden.se/ipo-guiden 10www.nyemissioner.se 11www.fi.se/sv//sv/vara-register/prospektregistret/ 6 Data 24 6.3 Company Specific Control Variables Company specific data from financial statements are obtained from Business Retriever12. The data used is from each company’s last fiscal report before their IPO. Pre-IPO data ensures that the inflow of new equity capital does not influence the reported values. This is of interest as post-IPO financials could be significantly affected by the proceeds raised, which would not accurately reflect the company’s operational maturity at the time of the listing. For instance, while two companies might have comparable Total Assets pre-IPO, their financials could diverge substantially post-IPO based on the amount of proceeds raised. Since the purpose of this variable is to capture the maturity of the firm pre-money, focusing on pre-issue data helps maintain consistency. Data from the Business Retriever Database covers 659 of the 793 companies in the reference set. However, data quality and availability vary. For example, the Solvency is available for 631 companies, while the interest-bearing debt ratio is only available for 425. This variation influences the selection of variables, prioritizing those with more comprehensive data coverage. This has led to the complete exclusion of some variables initially intended to be a part of the model. Among the variables that had to be dropped are IPO subscription rates, exercised over-allotment options, and percentage of investor type ownership. 6.4 Investor Type Categorization Investor backing data for each company is primarily sourced from Pitchbook13, which details the "First Financing Deal Type". These deal types are then manually categorized into one of the four investor types used in this study, as shown below: 12www.retrievergroup.com 13www.pitchbook.com; Pitchbook definitions (a); Pitchbook definitions (b) 6 Data 25 Table 2: Investor Type Assignment Organic PE/VC Corporate VC Other Removed IPO Early Stage VC Corporate Asset Purchase Angel (individual) Other Transaction Types PIPE Later Stage VC Corporate Grant Bankruptcy: Admin/Reorg Seed Round Equity Crowdfunding Reverse Merger Accelerator/Incubator Debt - General Merger/Acquisition Convertible Debt Corporate Asset Purchase Out of the 793 observations in the reference sample set, 739 companies are assigned an investor type. Due to difficulties accessing data related to pre-IPO investors the uncategorized firms are dropped from the data set. 6.5 General Adjustments to Data 6.5.1 Winsorization Extreme outliers can cause a non-representative sample, which skews the results and potentially distorts the regression analysis (Daszykowski et al., 2007). Because the return outliers are cross-checked to be legitimate extreme values and not data errors, winsorization is employed rather than truncation or trimming. This technique replaces extreme values with those at the 1st and 99th percentiles. Specifically, in a sample size of 739, the eight lowest observed CAARs are replaced by the 1st percentile value and the eight highest CAARs by the 99th percentile. Winsorization helps ensure that the analysis is not unduly influenced by rare extreme outliers, leading to more robust and reliable statistical inferences and enhancing the generalizability and interpretability of the findings (Reifman and Keyton, 2010). Appendix A displays summary statistics before and after winsorization. 6.5.2 Mean Imputation There are various strategies for managing missing data. A simple approach is to drop all observations with missing data points. Alternatively, mean imputation can be used, where missing values are replaced with the mean of the available data. Although this 6 Data 26 method has been criticized for potentially creating biased estimates (Baraldi and Enders, 2010), Donders et al. (2006) argues that mean imputation, while possibly affecting the distribution’s standard deviation, still yields unbiased estimators. This study utilizes mean imputation on the control variables to maximize the use of available observations. To validate the robustness of the model outputs, results are cross- verified with regression results performed with a dataset trimmed of any companies with missing observations. If no major differences in estimators, significance levels, or standard deviations are observed, the results treated with mean imputation will be considered unbiased and valid. 7 Results and Analysis 27 7 Results and Analysis This section presents and analyses descriptive statistics, the results from the Event study, and the three regression outputs. 7.1 Descriptive Statistics Table 3: Summary Statistics obs mean std min 25% 50% 75% max 1d CAAR(%) 739 8.83 34.27 -57.85 -10.88 2.79 21.52 152.04 1w CAAR(%) 738 12.14 46.31 -62.35 -13.65 1.66 24.98 232.81 1m CAAR(%) 738 13.64 56.41 -66.95 -19.45 0.88 30.02 289.06 OMXS Lag (%) 739 2.52 7.33 -25.96 -1.20 3.32 6.73 33.04 Solvency 631 0.52 0.39 -5.82 0.32 0.54 0.77 1.00 Size1 643 1183.48 7204.08 0.05 11.00 34.23 236.82 128349.08 R&D1 653 0.15 0.25 0.00 0.00 0.00 0.22 0.98 Volume 42 739 468.80 1811.18 0.00 20.65 83.11 318.63 25566.67 Volume 202 739 122.85 563.29 0.00 4.94 24.58 83.18 10396.68 Exchange Type 739 0.23 1 in million SEK, 2 in thousand shares The summary statistics provided in Table 3 describes the shape of the data from which the results are derived. There are a few notable observations to be made from this table. Most of the underpricing comes from a minority of the firms since the 1d CAAR shows a mean of 9.58% with a median of 2.79%. The mean Exchange Type of 0.23 is interpreted as the proportion of firms listed on NASDAQ Stockholm. This shows that a majority of the firms in the data set are SME firms listed on the secondary exchanges. This fact is also apparent by observing the difference between the mean (1.2 billion) and median (34 million) sizes. 14 14 Additional observations: The negative minimum observation for solvency is correct and stems from the company Jumpgate AB, which had a majorly negative result in 2015. This value is deemed to still capture the risk aspect related to the firm. The minimum size of 50 000 SEK is correct and reflects the previous minimum amount of equity capital needed to start a LLC company in Sweden. The highest three-month return of the OMXS index(+33%) is observed for the company Biofrigas Sweden AB, listed on the 18th of June 2020. The lagged period represents the rapid rebound of the stock market after the initial index crash of Covid-19. The worst three-month return of the OMXS index(-25,96%) is observed for the company Cloetta AB, which was listed on the 8th of December 2008, and the lagged period happened to include the initial crash of the financial crisis of 2008. 7 Results and Analysis 28 Figure 2: Investor Type Distribution The frequency distribution of the sample’s different investor types is visualized in Figure 2. Over 50% of all IPOs from the past 20 years are backed by either PE or VC firms. This high representation is advantageous from a research perspective since it enables more observations to be used, providing a more robust dataset for analysis. This is particularly significant for this study given PE and VCs role as one of the primary variables of interest. Conversely, Corporate actors only represent 6.9% of the IPOs in the sample. This renders the corporate group more sensitive to extreme outliers and statistical assumptions regarding normality. Additionally, 30.4% of the IPOs are conducted by companies without significant external equity financing, categorized under the Organic group. With 225 new issues, the Organic group is sufficiently large to mitigate concerns related to small sample sizes. This robust sample size is crucial, as all other coefficient interpretations are compared against the estimates of this group, ensuring that the baseline for comparison is stable and representative. 7 Results and Analysis 29 Figure 3: Underpricing and IPO Frequency Over Time Figure 3 illustrates the degree of underpricing over time. The bars in the chart represent the number of listings every year, and the line charts represent the annual average underpricing. The black line chart is adjusted for outliers.15 The "Cold" IPO markets, post the financial crisis of 2008 and 2009, show among the lowest degree of underpricing. There is a pattern where the degree of underpricing foreshadows the number of IPOs per year by approximately two years. This is most apparent when connecting the underpricing spikes in 2015 and 2019 with the frequency spikes in 2017 and 2021, respectively. This indicates that there are periods when IPO is desirable and less desirable. This is consistent with prior studies that refer to years with high IPO frequency, such as 2017 and 2021, as Hot markets or Cluster periods (Ritter, 1991; Jain and Kini, 2005). These periods are typically characterized by positive market sentiment, naturally making them attractive for IPO issuance. 15Small sample sizes are susceptible to outliers. Therefore, 2004 and 2005 are dropped, 2007 is adjusted for Diadrom Holding AB (+120%) and Keynote Media Group AB (+92%), and 2011 is adjusted for Ecomb AB (+133%) and Enzymatica AB (+118%). These adjustments enhance the clarity of the relationship between underpricing and IPO frequency. 7 Results and Analysis 30 7.2 Event Study Table 4: Event Study with CAAR Event window Whole PE&VC Corporate VC Organic [0:1] 0.1066 ∗ ∗∗ 0.0750 ∗ ∗∗ 0.1845 ∗ ∗ 0.1592 ∗ ∗∗ (0.0192) (0.0203) (0.0808) (0.0470) [0:2] 0.1229 ∗ ∗∗ 0.0911 ∗ ∗∗ 0.1839 ∗ ∗ 0.1781 ∗ ∗∗ (0.020) (0.0219) (0.0763) (0.0488) [0:3] 0.1327 ∗ ∗∗ 0.0984 ∗ ∗∗ 0.2071 ∗ ∗∗ 0.1857 ∗ ∗∗ (0.0214) (0.0239) (0.0747) (0.0500) [0:4] 0.1376 ∗ ∗∗ 0.0991 ∗ ∗∗ 0.2335 ∗ ∗∗ 0.1816 ∗ ∗∗ (0.0229) (0.0243) (0.0760) (0.0499) [0:5] 0.1413 ∗ ∗∗ 0.0994 ∗ ∗∗ 0.2807 ∗ ∗∗ 0.1819 ∗ ∗∗ (0.0232) (0.0255) (0.0823) (0.0509) [0:6] 0.1460 ∗ ∗∗ 0.1065 ∗ ∗∗ 0.2820 ∗ ∗∗ 0.1895 ∗ ∗∗ (0.0231) (0.0266) (0.0865) (0.0523) [0:7] 0.1507 ∗ ∗∗ 0.1116 ∗ ∗∗ 0.2955 ∗ ∗∗ 0.2040 ∗ ∗∗ (0.0243) (0.0279) (0.0972) (0.0569) [0:8] 0.1403 ∗ ∗∗ 0.1038 ∗ ∗∗ 0.2818 ∗ ∗∗ 0.1888 ∗ ∗∗ (0.0243) (0.0296) (0.1009) (0.0543) [0:9] 0.1541 ∗ ∗∗ 0.1226 ∗ ∗∗ 0.3310 ∗ ∗ 0.1914 ∗ ∗∗ (0.0270) (0.0355) (0.1238) (0.0560) [0:10] 0.1495 ∗ ∗∗ 0.1142 ∗ ∗∗ 0.3642 ∗ ∗∗ 0.1847 ∗ ∗∗ (0.0253) (0.0305) (0.1337) (0.0537) [0:11] 0.1480 ∗ ∗∗ 0.1138 ∗ ∗∗ 0.3450 ∗ ∗∗ 0.1901 ∗ ∗∗ (0.0247) (0.0297) (0.1192) (0.0542) [0:12] 0.1409 ∗ ∗∗ 0.1097 ∗ ∗∗ 0.3162 ∗ ∗∗ 0.1818 ∗ ∗∗ (0.0244) (0.0289) (0.1175) (0.0543) [0:13] 0.1432 ∗ ∗∗ 0.1116 ∗ ∗∗ 0.3249 ∗ ∗∗ 0.1877 ∗ ∗∗ (0.0243) (0.0282) (0.1170) (0.0546) [0:14] 0.1435 ∗ ∗∗ 0.1141 ∗ ∗∗ 0.3228 ∗ ∗∗ 0.1857 ∗ ∗∗ (0.0243) (0.0282) (0.1114) (0.0552) [0:15] 0.1463 ∗ ∗∗ 0.1154 ∗ ∗∗ 0.3244 ∗ ∗∗ 0.1914 ∗ ∗∗ (0.0248) (0.0289) (0.1170) (0.0558) [0:16] 0.1558 ∗ ∗∗ 0.1206 ∗ ∗∗ 0.3391 ∗ ∗∗ 0.2060 ∗ ∗∗ (0.0253) (0.0292) (0.1207) (0.0566) [0:17] 0.1600 ∗ ∗∗ 0.1276 ∗ ∗∗ 0.3678 ∗ ∗ 0.2010 ∗ ∗∗ (0.0258) (0.0293) (0.1380) (0.0573) [0:18] 0.1591 ∗ ∗∗ 0.1230 ∗ ∗∗ 0.3726 ∗ ∗ 0.2078 ∗ ∗∗ (0.0261) (0.0297) (0.1412) (0.0580) [0:19] 0.1549 ∗ ∗∗ 0.1176 ∗ ∗∗ 0.3546 ∗ ∗ 0.2072 ∗ ∗∗ (0.0260) (0.0296) (0.1405) (0.0577) [0:20] 0.1512 ∗ ∗∗ 0.1126 ∗ ∗∗ 0.3559 ∗ ∗ 0.2005 ∗ ∗∗ (0.0255) (0.0290) (0.1340) (0.0570) [0:21] 0.1524 ∗ ∗∗ 0.1103 ∗ ∗∗ 0.3589 ∗ ∗∗ 0.2058 ∗ ∗∗ (0.0255) (0.0290) (0.1327) (0.0567) * p < 0.1, ** p < 0.05, *** p < 0.01 Table 4 presents the event study results, with each row detailing the Cumulative Aggregated Abnormal Returns (CAAR) for different event days. The first row depicts the underpricing 7 Results and Analysis 31 on the first day; the second row shows cumulative underpricing across the first two days, and so forth. The columns display these results across the entire sample and various subsets categorized by investor types. The results show that the degree of underpricing significantly differs from zero for all days of the event window and for all investor subgroups. This means that, on average, pre-money valuations are lower than the post-money valuations set by the market. In other words, the price of a stock tends to be lower at issuance and increase when it starts trading on public markets; thus, underpricing is present in the Swedish IPO landscape. Any slight deviations from normality are overshadowed by the sheer magnitude of the level of underpricing. Figure 4: Underpricing (CAAR) by Investor Types Figure 4 illustrates the differences in underpricing among various investor types. It shows that Corporate VC firms exhibit the highest degree of underpricing, which tends to increase over time. In contrast, Organic firms maintain a consistently lower degree of underpricing throughout the event horizon. PE firms demonstrate the lowest degree of underpricing, indicating that these investors are more aggressive in their IPO valuations. These findings provide a basis for deeper analysis in Section 7.3. 7 Results and Analysis 32 7.3 OLS Regressions Table 5: OLS Regression (1a) (2a) (3a) (1b) (2b) (3b) 1d CAAR 1w CAAR 1m CAAR 1d CAAR 1w CAAR 1m CAAR PE/VC -0.0677** -0.0780** -0.0830* (-2.35) (-2.07) (-1.69) Corporate VC 0.0217 0.137 0.141 (0.37) (1.57) (1.28) Other -0.0613 -0.0692 -0.107 (-1.31) (-1.18) (-1.57) OMXS Lag 0.491*** 0.477** 0.590** 0.478*** 0.473** 0.577** (3.02) (2.23) (2.29) (2.98) (2.27) (2.29) Solvency 0.0615** 0.0572* 0.125*** 0.0701** 0.0664** 0.137*** (2.12) (1.73) (3.09) (2.34) (2.00) (3.26) (LN) Size -0.00321 -0.00945 -0.0168* -0.00286 -0.0104 -0.0179* (-0.59) (-1.26) (-1.75) (-0.52) (-1.35) (-1.79) R&D -0.0118 -0.0158 -0.0411 0.00434 0.00145 -0.0191 (-0.18) (-0.18) (-0.38) (0.07) (0.02) (-0.17) Exchange Type 0.0700** 0.0299 0.0813* 0.0816*** 0.0500 0.101** (2.38) (0.85) (1.72) (2.74) (1.39) (2.15) Volume 0.579*** 0.977** 0.595*** 0.975** (2.77) (2.23) (2.86) (2.35) Constant 0.0644 0.151* 0.214** 0.0918 0.187** 0.258** (1.02) (1.79) (1.98) (1.43) (2.24) (2.39) Observations 739 739 738 739 739 738 R-square (adjusted)1 0.0205 0.0604 0.0259 0.0303 0.0763 0.0389 F-statistic 4.07 3.11 3.98 3.38 3.39 3.49 * p < 0.1, ** p < 0.05, *** p < 0.01 1OLS regressions when studying underpricing tend to have relatively low adjusted R-squared (Ritter, 1991; Teoh et al., 2009) In table 5, the OLS regression outputs with underpricing as a dependent variable are displayed. Models labeled "1,2,3" correspond to different dependent variables: first-day return (1), first-week CAAR (2), and first-month CAAR (3). The regressions labeled "a" explores the relationship between underpricing and control variables alone, while those labeled "b" incorporate the variables of interest, specifically the investor types. 7 Results and Analysis 33 7.3.1 Variables of Interest The results show that PE backing has a significant negative impact on the degree of underpricing, consistent with the implications of the event study and with previous research findings by Bruton et al. (2010). The effects estimated remain negative across all "b" models, ranging approximately between -6.8% and -8.3%. This demonstrates a significant reduction in the first day and first week underpricing in models 1b and 2b, with a weakly significant effect observed in the first-month model (3b). These results suggest that IPOs backed by PE firms exhibit first-day returns that are 6.8 percentage points lower compared to their Organic counterparts, indicating that PE investors have a positive effect on pre-money valuations, which leads to a relatively lower degree of initial returns. The observed decrease in significance in the first-month model (3b) might be attributed to the control variables not fully accounting for external market events post-IPO. For instance, ZAZZ Energy AB went public on February 7, 2022, and reported a positive first- day return of 6.32%. However, its first-month return plummeted to -46.89%, indicating a substantially overpriced IPO. This severe fluctuation could be explained by external factors, such as the market impacts from the Russian offensive in Ukraine, which occurred shortly after the IPO and significantly influenced the stock’s performance. The regression results indicate no significant relationship between the level of underpricing and investments from Corporate and Other investor types. Although the sign of the Corporate variable aligns with expectations, suggesting that Corporate VC backing might lead to increased underpricing, the lack of statistical significance implies that there is no substantial main effect influencing underpricing in this category. This result could be explained by the discussion in Section 7.1 and merits further research. The Other category aggregates various types of investors not classified under PE, VC, or Corporate and serves as a "catch-all" to preserve the integrity of the specified investor categories. Due to its broad and diverse nature, the significance and interpretability of results related to this group are limited and not particularly interesting. This category’s heterogeneous composition complicates any straightforward analysis or interpretation, diminishing the potential for meaningful insights. 7 Results and Analysis 34 7.3.2 Control Variables Similar to the findings of Cho and Lee (2013) and Suresha et al. (2023), the market sentiment variable OMXS Lag consistently shows a significant positive relation to underpricing with coefficients around 0,5. This means that IPOs conducted during periods of positive market sentiment (reflected by a positive three-month OMXS lag) tend to exhibit higher levels of underpricing. Conversely, when the market sentiment is less favorable, the degree of underpricing decreases. To illustrate the magnitude of this effect: if the OMXS index returned 10% in the three months preceding a firm’s IPO, the underpricing would be five percentage points higher compared to a ceteris paribus scenario where the index return is 0%. The Exchange dummy variable has a significant positive effect on underpricing in both the one-day and one-month models. This means that listings on NASDAQ Stockholm seem to be priced at 8 to 10 percent lower levels than listings on second-tier exchanges. This result does not align with the results of Lowry and Schwert (2002) and Reese (1998), who find negative relationships between first-tier exchange listings and underpricing on the US markets. The US findings align with the reduced information asymmetry theory associated with the more strict listing requirements for the larger exchanges. Solvency has a positive significant coefficient of about 0.6 in the short term and 0.13 in the one-month model. The positive solvency relationship implies that lower degrees of leverage lead to more underpricing and translate to firms with less leverage being priced lower than highly leveraged firms. These results directly contradict the findings of Vismara et al. (2012) and Bruton et al. (2010), who suggest that higher leverage leads to lower issue prices. Additionally, this contradicts the intuition that higher leveraged firms are associated with higher risk and, hence, higher risk premiums. This deviation could stem from specific dynamics in the Swedish IPO landscape, further discussed in Section 8.2. Volume shows a positive relationship with underpricing, consistent with Reese (1998) findings regarding volume. This is also in line with the findings for other measurements of firm-specific market demand used by Abrahamson and De Ridder (2015), Vismara et al. (2012), and Suresha et al. (2023). The LN Size variable exhibits weakly significant effects on underpricing in the one-month 7 Results and Analysis 35 model. The negative coefficient indicates a negative relationship between company size and the degree of underpricing. This suggests that larger companies, possibly perceived as less risky and more stable, are less underpriced at IPO. The varying significance of this variable is particularly surprising given its frequent use and established importance in IPO literature. Previous research consistently highlights the negative impact of size on underpricing (Carter et al., 1998; Cho and Lee, 2013; Suresha et al., 2023) The discrepancy to the consistently significant findings in prior research may suggest nuances in the Swedish market or specific industry characteristics that affect how size influences IPO underpricing, further discussed in Section 8.2. The R&D yields non-significant coefficients across all models, indicating that its effect on underpricing is unclear. It could potentially be positive or negative. This aligns with the mixed results in the existing literature: while Jain and Kini (2005) found R&D investment to have non significant effects on underpricing, Cho and Lee (2013) reported a significant positive impact. This inconsistency suggests that the relationship between R&D spending and IPO performance may vary depending on other contextual factors or market conditions. 7.3.3 Robustness The additional robustness regressions16 used to enhance the validity of the OLS model show no significant deviations in estimators, significance levels, and standard deviations for the main variables. Hence, the results of the OLS model will be considered unbiased and valid. 16See Appendix C 8 Discussion 36 8 Discussion 8.1 Main Findings The findings of this study confirm the presence of IPO underpricing in Sweden, consistent with consensus from other markets (Lowry and Schwert, 2002; Reese, 1998). This means that firms tend to systematically underprice their IPO listings and consequently leave money on the table (Loughran and Ritter, 2000). This pattern among issuers aligns with the "fear of lemon" hypothesis, as formulated by Ritter and Welch (2002), suggesting that firms offer discounts to signal quality to the aftermarket. Regarding the mitigating effect of PE actors on the size of the quality discounts, this study finds significant differences between PE-backed and non-backed IPOs, contrary to Michala (2019). PE involvement in Swedish IPOs decreases the degree of underpricing, consistent with findings from other markets (Bruton et al., 2010; Ritter and Welch, 2002; Engelen et al., 2020). However, the impact of PE on underpricing is less pronounced than theorized by Barry et al. (1990), which proposes that PE-backed IPOs would diminish the underpricing tendency. The results still demonstrate that PE involvement benefits firms from a fundraising perspective by reducing the amount of money left on the table. According to the quality signaling theory, this stems from the aftermarket perception of PE backing as an indicator of quality. Meanwhile, the principal-agent theory explains this effect through the firm’s and PE’s differing incentives, driven by varying investment horizons. To further assess whether the quality signaling theory can fully explain the effect of PE involvement, it is compared to the corporate actor’s effect. According to Chemmanur and Loutskina (2009) and Ginsberg et al. (2011), corporate backing should show similar quality signals as PE involvement. If the reduction in underpricing stemmed solely from a quality signal sent to aftermarkets, the effect on underpricing should be similar for both the PE/VC and the Corporate investor groups. In other words, corporate-backed IPOs should also be priced higher relative to Organic IPOs. Interestingly, the results from the event study in Section 7.2 suggest that corporate-backed IPOs are priced at even lower levels than non-backed listings. This discrepancy indicates that the quality-signaling 8 Discussion 37 theory does not fully explain why different investors have different effects on the pricing of new issues. However, from the principal agent perspective, this difference is explained by the deviating incentives between PE and corporate actors. Due to the lack of significance for the corporate actor, the results from the regression analysis in Section 7.3 cannot fully support the idea that corporate and PE actors have different effects on underpricing. For such argumentation to be valid, the results must show that corporate involvement impacts underpricing significantly differently than the PE actor. Such results would greatly support the need to use alternative explanatory theories instead of the signaling theory. This could possibly be achieved by using a larger sample size for the corporate-backed investor group. However, within the data set are some statistical traits that support the argument of using the principal-agent theory to explain the PE effect on underpricing. For instance, PE-backed firms make out 67% of the delisted companies. Based on the findings of Fischer and Pollock (2004), this is interpreted as an indication of PEs not enhancing the long-term performance of the firm. This implies the presence of some incentive difference between the firm and the PE actor. Furthermore, in accordance with the findings of Hull et al. (2013) and Cho and Lee (2013), the PE-backed firms in the data set report the highest average ratio between capitalized R&D expenditures and total assets the year before each IPO. The positive correlation between PE involvement and high R&D expenditure ratios enables the discussion regarding PE actors’ eventual tendency to window dress portfolio companies before IPOs. 8.2 Additional Findings The result that listings on Nasdaq Stockholm have lower issue valuations than firms listed on the second-tier exchanges contradicts the arguments of Lowry and Schwert (2002) and Reese (1998), stating that first-tier exchanges are associated with higher transparency, thus lower information asymmetry and lower degrees of underpricing. This could be explained by Ritter and Welch (2002) theory about high-quality firms demonstrating their quality by throwing money away. If lower-quality firms cannot afford to leave money on the table to signal quality, the outcome would result in relatively higher degrees of underpricing in first-tier exchanges, given that second-tier exchanges has a higher proportion of low-quality 8 Discussion 38 firms. The high proportion of second-tier listings included in this study could help explain deviations in empirical findings for certain control variables if there are differences in dynamics between first- and second-tier listings. Given the drastic difference in maturity, size, and risk between exchange listings, it is reasonable to believe that factors that affect issue prices differ heavily depending on the type of IPO. For instance, Suresha et al. (2023) and Cho and Lee (2013) find that more mature firms on first-tier exchanges set higher issue prices. However, considering that startup firms with barely any history can manage to list on second-tier exchanges, it is fair to deduce that maturity plays a smaller role when pricing second-tier listings. This reasoning could explain the non-significant and deviating result of the size variable in this study, considering the high proportion of secondary listings. Another deviating finding that can be explained by differences in dynamics between first- and second-tier listings is the positive relationship between leverage and pre-IPO valuations. At first sight, this might appear non-sensical and wrong, given that previous findings by Bruton et al. (2010) and Vismara et al. (2012) show the opposite relationship. However, due to the high degree of information asymmetry associated with second-tier listings, the presence of a loan implies that a bank has monitored the firm. From the aftermarket perspective, this can be seen as an indication of quality that justifies higher initial issue prices. Consequently, the effect of higher leverage could be reversed in the case of second-tier listings and be seen as something reassuring, contrary to the common approach to associate leverage with higher risk17 17An example of a company for which a bank loan could send quality signals is the SME Edyoutec AB. They report 93% of their total assets consisting of capitalized R&D expenditures and 24 million in accumulated losses. A bank loan would signal that the bank has trust in their future potential. 9 Conclusions 39 9 Conclusions This study uses a unique dataset of 739 Swedish IPOs issued between 2004 and 2024 to analyze how different pre-IPO investor types influence IPO issue pricing. The relative level of IPO valuations and the impact of each investor type are analyzed using an event study combined with three OLS regression models. The results are then compared to findings from previous literature and current theoretical frameworks. The concept of underpricing is used to assess relative valuation pre- and post-IPO issuance. Positive initial returns are interpreted as indicating "low-valued IPOs", while negative returns suggest "high-valued IPOs". Underpricing, measured by Cumulative Aggregated Abnormal Returns (CAAR), serves as the dependent variable in the OLS regressions, with the involvement of Private Equity and Corporate investors measured using dummy variables. Conclusions regarding the effect of each investor type are drawn based on the sign of the coefficients. The study finds that companies in the Swedish markets restrictively price their listings and systematically underprice IPOs. This aligns with tendencies observed by several previous studies covering IPO pricing in different geographical regions (Ritter, 1991; Ritter and Welch, 2002; Lowry and Schwert, 2002; Vismara et al., 2012; Carter et al., 1998; Miller and Reilly, 1987; Tiniç, 1988). Additionally, there is evidence that PE-backed firms price their initial listings higher than non-backed firms, proving that ownership involvement from private equity affects the level of underpricing. Conversely, corporate-backed IPOs appear to be valued lower, suggesting that different types of pre-IPO investors affect firms’ IPO valuations differently. The observed differences underline the difficulties of explaining different investor types’ effect on IPO pricing purely through the quality signaling theory, as suggested by Ritter and Welch (2002). Furthermore, there appear to be anomalies in the effect of the variables commonly used when studying IPO pricing. Leverage appears to have a positive relation to listing prices for less mature IPOs on second-tier exchanges. The findings of this study both enhance investor insight and contribute to the current discussion regarding drivers of IPO pricing. Awareness of the tendency for PE-backed IPOs to be priced higher at IPO compared to non-backed and corporate-backed listings allows investment professionals to make more informed decisions. The difficulties in 9 Conclusions 40 explaining the perceived differences purely through the quality signaling theory suggest that future research should explore principal-agent driven explanations instead. Future research should develop the methodology by incorporating more IPO-specific variables. For instance, exercised overallotment options manipulate the aftermarket valuation, and accounting for them could mitigate bias in the underpricing measurement. Additionally, when studying the first-day returns, subscription rates could be incorporated to measure the firm-specific market demand. Finally, the ownership percentage of pre-IPO investor types would better reflect differences in the magnitude of ownership and could provide more nuanced interpretations. These factors are expected to affect IPO pricing but could not be included in this study due to time restraints and lack of data access. 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References 45 Appendix A Winsorization Table 6: Data Before and After Winsorization obs mean std min 25% 50% 75% max 1d CAAR 739 9.58 39.34 -70.51 -10.88 2.79 21.52 408.33 1d CAAR(w)1 739 8.83 34.27 -57.85 -10.88 2.79 21.52 152.04 1w CAAR 738 13.16 53.29 -76.18 -13.65 1.66 24.98 571.19 1w CAAR(w)1 738 12.14 46.31 -62.35 -13.65 1.66 24.98 232.81 1m CAAR 738 14.33 60.61 -74.11 -19.45 0.88 30.02 484.31 1m CAAR(w)1 738 13.64 56.41 -66.95 -19.45 0.88 30.02 289.06 1Winsorized B Statistical Tests for OLS Table 7: Correlation Matrix PEVC Corporate Organic Other OMXSLag Solvency (LN)Size R&D Volume4 Volume20 PEVC 1.0000 Corporate -0.2981 1.0000 Organic -0.6414 -0.1812 1.0000 Other -0.3858 -0.1090 -0.2345 1.0000 OMXSLag 0.0178 -0.0250 0.0512 -0.0702 1.0000 Solvency 0.0331 0.0027 -0.1021 0.0875 -0.0008 1.0000 (LN)Size 0.1263 0.0563 -0.0879 -0.1233 0.0691 -0.1342 1.0000 R&D 0.0198 -0.0179 -0.0915 0.1007 -0.0380 0.0396 -0.2954 1.0000 Volume4 0.0209 -0.0103 -0.0516 0.0433 0.0235 0.0354 0.0533 0.0584 1.0000 Volume20 0.0483 0.0288 -0.0505 -0.0312 0.0149 0.0158 0.0681 0.0005 0.5215 1.0000 References 46 Since Volume on trading day 4 and volume on trading day 20 are never used in the same regression, their correlation does not matter. Table 8: Statistical tests for OLS regression 1d CAAR 1w CAAR 1m CAAR Breusch-Pagan Test Statistic 21.7905 54.1731 24.8700 Breusch-Pagan Test p-value 0.0053 0.0000 0.0031 Jarque-Bera Test Statistic 635.1311 1288.9683 1892.2118 Jarque-Bera Test p-value 0.0000 0.0000 0.0000 VIF (const) 33.6682 33.6773 33.6851 VIF (PE&VC) 1.3655 1.3705 1.3687 VIF (Corporate VC) 1.1566 1.1566 1.1586 VIF (Other) 1.2609 1.2628 1.2609 VIF (OMXS lag) 1.0121 1.0123 1.0123 VIF (Solidity) 1.0340 1.0345 1.0344 VIF (Size) 1.3939 1.3965 1.3962 VIF (R&D) 1.0373 1.0376 1.0388 VIF (OMXS) 1.3528 1.3538 1.3529 VIF (VOLUME 4d) NaN 1.0080 NaN VIF (VOLUME 20d) NaN NaN 1.0109 Figure 5: 1d CAAR residuals References 47 Figure 6: 1w CAAR residuals Figure 7: 1m CAAR residuals References 48 C Robustness Check Regressions Table 9: Bootstrapped Regression (1) (2) (3) 1d CAAR 5d_CAAR 21d_CAAR PE/VC -0.0677** -0.0780** -0.0830* (-2.23) (-2.03) (-1.72) Corporate VC 0.0217 0.137 0.141 (0.37) (1.57) (1.25) Other -0.0613 -0.0692 -0.107 (-1.33) (-1.18) (-1.52) OMXS Lag 0.478*** 0.473** 0.577** (2.94) (2.26) (2.18) Solvency 0.0701* 0.0664 0.137*** (1.88) (1.53) (2.58) (LN) Size -0.00286 -0.0104 -0.0179* (-0.51) (-1.32) (-1.78) R&D/Size 0.00434 0.00145 -0.0191 (0.07) (0.02) (-0.17) Exchange Type 0.0816*** 0.0500 0.101** (2.81) (1.39) (2.15) Volume 4 0.595** (2.34) Volume 20 0.975 (0.79) Constant 0.0918 0.187** 0.258** (1.39) (2.14) (2.36) Observations 739 739 738 * p < 0.1, ** p < 0.05, *** p < 0.01 Table 10: Truncated Regression (1) (2) (3) 1d CAAR 5d_CAAR 21d_CAAR PE/VC -0.0663** -0.0908** -0.121** (-2.02) (-2.15) (-2.17) Corporate VC 0.0267 0.130 0.108 (0.43) (1.43) (0.93) Other -0.0370 -0.0648 -0.103 (-0.70) (-0.99) (-1.32) OMXS Lag 0.499*** 0.466** 0.612** (2.97) (2.15) (2.33) Solvency 0.0685** 0.0653* 0.146*** (2.27) (1.91) (3.19) (LN) Size -1.23e-09 -9.07e-09 -1.29e-08 (-0.19) (-0.81) (-1.18) R&D -0.00212 -0.0160 0.000410 (-0.03) (-0.18) (0.00) Exchange Type 0.0623** 0.000654 0.0412 (2.23) (0.02) (0.93) Volume 4 0.964*** (3.76) Volume 20 0.946** (2.26) Constant 0.0643** 0.0856** 0.0933* (2.14) (2.20) (1.84) Observations 631 631 630 * p < 0.1, ** p < 0.05, *** p < 0.01