Using data on auctions of companies, we estimate valuations (maximum willingness to pay) of strategic and financial bidders from their bids. We find that a typical target is valued higher by strategic bidders. However, 22.4% of targets in our sample are valued higher by financial bidders. These are mature poorly-performing companies. We also find that (i) valuations of different strategic bidders are more dispersed, (ii) valuations of financial bidders are correlated with aggregate economic conditions. Our results suggest that different targets appeal to different types of bidders, rather than that strategic bidders always value targets more because of synergies.Keywords: mergers and acquisitions, strategic bidders, financial bidders, takeover auctions JEL Classification Numbers: D44, G32, G34 * Gorbenko is with London Business School. Malenko is with MIT Sloan School of Management. We are grateful to two anonymous referees, the anonymous Associate Editor, Jules van Binsbergen, Jonathan Cohn, Peter DeMarzo, Darrell Duffie, Campbell Harvey (the Editor), Han Hong, Dirk Jenter, Ron Kaniel, Arthur Korteweg, Ilan Kremer, John Lazarev, Nadya Malenko, Ian Martin, Gregor Matvos (WashU discussant), Michael Ostrovsky, Francisco Perez-Gonzalez, Matthew Rhodes-Kropf (WFA discussant), Ilya Strebulaev, Jessica Yang, Jeffrey Zwiebel, seminar participants at Boston University, Higher School of Economics, London Business School, London School of Economics, Norwegian School of Economics, University of Connecticut, University of Rochester, University of Utah, and participants at the 2010 Western Finance Association Meeting in Victoria and the 8th Annual Corporate Finance Conference at Washington University in St. Louis for helpful comments. 1Electronic copy available at: http://ssrn.com/abstract=1559481The market for corporate control is one of the largest corporate markets. In 2007 alone, the value of M&A transactions worldwide was a staggering $4.8 trillion. While some takeovers proceed as negotiations of a target with a single acquirer, many takeovers face competition among several bidders.1 The set of bidders is comprised of two groups: strategic and financial.Strategic bidders are usually companies in a related type of business, such as competitors, suppliers, or customers. They tend to look for targets that offer long-term operational synergies and integrate them into their own business. In contrast, financial bidders, typically private equity firms, look for undervalued targets with a potential to generate high cash flow, often after a reorganization. After the acquisition, a financial bidder treats the target as a part of its financial portfolio and sells it once exit opportunities become sufficiently appealing.Despite their recognized importance, 2 the differences between strategic and financial bidders remain largely unexplored. A common view is that strategic bidders are systematically willing to pay more than financial bidders. For example, as Mark E. Thompson and Michael J. O'Brien, practitioners in the privat...

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Using data on auctions of companies, we estimate valuations (maximum willingness to pay) of strategic and financial bidders from their bids. We find that a typical target is valued higher by strategic bidders. However, 22.4% of targets in our sample are valued higher by financial bidders. These are mature poorly-performing companies. We also find that (i) valuations of different strategic bidders are more dispersed, (ii) valuations of financial bidders are correlated with aggregate economic conditions. Our results suggest that different targets appeal to different types of bidders, rather than that strategic bidders always value targets more because of synergies.Keywords: mergers and acquisitions, strategic bidders, financial bidders, takeover auctions JEL Classification Numbers: D44, G32, G34 * Gorbenko is with London Business School. Malenko is with MIT Sloan School of Management. We are grateful to two anonymous referees, the anonymous Associate Editor, Jules van Binsbergen, Jonathan Cohn, Peter DeMarzo, Darrell Duffie, Campbell Harvey (the Editor), Han Hong, Dirk Jenter, Ron Kaniel, Arthur Korteweg, Ilan Kremer, John Lazarev, Nadya Malenko, Ian Martin, Gregor Matvos (WashU discussant), Michael Ostrovsky, Francisco Perez-Gonzalez, Matthew Rhodes-Kropf (WFA discussant), Ilya Strebulaev, Jessica Yang, Jeffrey Zwiebel, seminar participants at Boston University, Higher School of Economics, London Business School, London School of Economics, Norwegian School of Economics, University of Connecticut, University of Rochester, University of Utah, and participants at the 2010 Western Finance Association Meeting in Victoria and the 8th Annual Corporate Finance Conference at Washington University in St. Louis for helpful comments. 1Electronic copy available at: http://ssrn.com/abstract=1559481The market for corporate control is one of the largest corporate markets. In 2007 alone, the value of M&A transactions worldwide was a staggering $4.8 trillion. While some takeovers proceed as negotiations of a target with a single acquirer, many takeovers face competition among several bidders.1 The set of bidders is comprised of two groups: strategic and financial.Strategic bidders are usually companies in a related type of business, such as competitors, suppliers, or customers. They tend to look for targets that offer long-term operational synergies and integrate them into their own business. In contrast, financial bidders, typically private equity firms, look for undervalued targets with a potential to generate high cash flow, often after a reorganization. After the acquisition, a financial bidder treats the target as a part of its financial portfolio and sells it once exit opportunities become sufficiently appealing.Despite their recognized importance, 2 the differences between strategic and financial bidders remain largely unexplored. A common view is that strategic bidders are systematically willing to pay more than financial bidders. For example, as Mark E. Thompson and Michael J. O'Brien, practitioners in the privat...

We investigate corporate financial policies in the presence of both temporary and permanent shocks to firms' cash flows. In our framework firms can experience negative cash flows, changes in and levels of cash flows are imperfectly correlated with firm value, and earnings volatility differs from asset volatility. These results are consistent with empirical stylized facts and are contrary to the implications of existing dynamic capital structure models that allow only for permanent shocks to cash flows. Temporary shocks increase the importance of financial flexibility and may provide an intuitively simple and realistic explanation of empirically observed financial conservatism and low leverage phenomena. The theoretical framework developed in this paper is general enough to be used in various corporate finance applications.