Short Selling in Initial Public Offerings By Amy K. Edwards and Kathleen Weiss Hanley U.S. Securities and Exchange Commission For Presentation at the University of Waterloo Disclaimer The U.S. Securities and Exchange Commission disclaims responsibility for any private publication or statement of any SEC employee or Commissioner. This study expresses the authors’ views and does not necessarily reflect those of the Commission, the Commissioners, or other members of the staff. 2 “.. short-selling is impossible during… the first days of trading.” -Hanley, Lee and Seguin (1996) 3 Short sale constraints and IPO pricing Previous studies suggest that short sale constraints can lead to overvaluation and/or underpricing – Miller (1977), Derrien (2006) and Ljungqvist, Nanda, and Singh Constraints include: – Limits on underwriter lending shares during first month of trading: Houge, Loughran, Suchanek and Yan (2001) – Restricted supply of shares due to lock-ups: Ofek and Richardson (2000) – Level of rebate rates: Ljundqvist, Nanda and Singh (2006), Geczy, Musto and Reed (2002) 4 Motivation Recent research questions the importance of short sale constraints in IPOs. – Rebate rates: D’Avolio (2002) and Geczy, Musto and Reed (2002) – Grey markets: Dorn (2003), Ausseness, Pichler and Stomper (2003), Cornelli Goldreich and Ljungqvist (2006) Short sale transactions data publicly unavailable prior to January 2005 Examination of short selling at IPO provides natural experiment to examine effect of short sales (or lack thereof) 5 Empirical findings Short selling occurs early in the aftermarket Short sales are positively related to the change in offer price and level of first day returns – Consistent with overvaluation due to either investor sentiment or divergence of opinion No evidence that investors are systematically circumventing constraints or rules on borrowing shares by engaging in “naked” short selling Short selling only marginally related to subsequent price returns Findings not due to market maker activity 6 Outline Short selling institutional details Data and summary statistics Evidence on short selling Determinants of short selling Constraints on short selling Effect of and profitability of short selling Market makers Conclusion 7 Timing T=0 – Offer date – First possible short selling date T+3 – First settlement date – IPO closing date – First possible fail to deliver date 8 Mechanics of a short sale Short sellers must borrow stock for delivery on T+3 Brokers must locate shares before executing a short sale Locate occurs when the broker, not the investor, determines whether the stock can be borrowed – Market makers exempt from locate if shorting for their own account 9 Cost of borrowing To borrow stock, the short seller must post (proceeds of sale) collateral of about 102-105% of the stock value A short seller is usually also required to post margin – Margin calls can be very costly if the short seller has limited capital The lender rebates interest on the collateral to the short seller – Rebate rate= Fed funds rate – stock loan fee – Depends on lending difficulty – Can be negative 10 Data IPOs from SDC issued from January 1, 2005 through December 31, 2006 . – Final sample is 388 IPOs – No unusual characteristics except one IPO Estimate market variables using TAQ and CRSP Short selling data – Publicly available transaction-level data from: Amex, Aracex, Boston, Chicago, NASD, NASDAQ, National, NYSE, Phlx – Aggregated to daily short selling volume 11 Additional variables First day returns (CRSP) – – – From offer to open From open to close From offer to close Change in Offer Price = (Pipo-Pmid)/Pmid (SDC) VolumeT+0/shares offered (CRSP) Price supported IPO dummy – IR=0 OR IPO is in the bottom quartile of % OAO exercised (Bloomberg) OR top quartile for % percent trades, using TAQ, executed at the Pipo on offer day Float= shares offer/shares outstanding (CRSP) Ability to execute – Percentage of the trading day when the rule allows short sales to execute (TAQ) NASDAQ dummy 12 Offering statistics Table 1 Mean Median Offer Price $14.82 $14.50 Offer Amount (in mils) $188.53 $114.23 Change in Offer Price -4.18% 0.00% Panel A: Offering Statistics Panel B: Offer Day Trading Statistics First Day Return from Offer Price to Open 9.07% 2.84% First Day Return from Open to Close 0.62% 0.00% First Day Return 9.58% 4.17% 13 Does short selling exist? Table 1 Mean Median Short SalesT+0 /Shares Offered 7.26% 5.56% Short SalesT+0/ Trading Volume T+0 12.02% 10.36% Trading Volume/Shares Offered 58.94% 53.80% Short SalesT+0/Shares Outstanding 3.02% 1.94% 14 Distribution of first day short sales 50% 45% Percent of Sample 40% 35% 30% 25% 20% 15% 10% 5% 0% 0% >0-5% >5-10% >10-15% >15-20% >20-25% First Day Short Selling/Shares Offered >25% 15 Daily short sales 11% 54% 49% 9% 44% Short Sales Volume Returns 8% 7% 39% 34% 6% 29% 5% 24% 4% 19% 3% 2% 14% 1% 9% 0% 4% -1% 1 3 5 7 9 11 13 15 Trading Day 17 19 21 23 25 27 -1% Volume/Shares Offered Short Sales /Shares Offered and Returns 10% 16 Intraday short sales 60% Nasdaq Short Sales/Total Nasdaq Short Sales T+0 50% Percent of Total on T+0 Nasdaq Trades/Total Nasdaq Trades T+0 NYSE & Amex Short Sales/Total NYSE & Amex Short Sales T+0 40% NYSE & Amex Trades/Total NYSE & Amex Trades T+0 30% 20% 10% 5 3: 30 -3 :4 5 3: 00 -3 :1 5 2: 30 -2 :4 5 2: 00 -2 :1 5 1: 30 -1 :4 5 1: 00 -1 :1 5 0: 30 -0 :4 0: 00 -0 :1 5 0% Time Relative to Open in 15 Minute Increments 17 Short selling in other studies Diether, Lee and Werner (2006): Short sales comprise – 24% of daily trading volume in NYSE – 32% of daily trading volume in Nasdaq – Daily short selling volume is much lower than short interest. Trading volume initially much higher in IPOs than in individual stocks 18 Comparison to other studies 30% 70% Short Sales/Volume 50% 20% 40% 15% 30% 10% 5% All IPOs Nasdaq IPOs 20% Nyse IPOs Volume/Offer 10% 0% Volume/Shares Offered 60% 25% 0% 1 3 5 7 9 11 13 15 17 19 21 23 25 27 19 Day Is short selling related to divergence of opinion? Miller (1977) argues that “the prices of new issues… are set not by the appraisal of the typical investor, but by the small minority who think highly enough of the investment merits of the new issue to include it in their portfolio. The divergence of opinion about a new issue [is] greatest when the stock is issued.” 20 Statistics by quartiles of first day return Table 2 Lowest Q1 Q2 Highest 85 109 97 97 First Day Return from Offer Price to Close -4.78% 1.11% 9.72% 31.54% Volume T+0/Shares Offered 48.49% 46.56% 60.41% 80.53% Change in Offer Price -12.55% -13.51% 0.08% 9.38% Short SalesT+0 /Shares Offered 5.48% 5.20% 7.37% 11.00% Short SalesT+0/ Trading Volume T+0 11.47% 10.17% 13.50% 13.12% Cumulative Short SalesT+0 to T+21 /Shares Offered 12.83% 13.27% 18.94% 33.38% Number of IPOs 21 Determinants of short sales Table 3: Dep Var=Short sales/Shares offered Model 1 Model 2 Intercept 0.056 (4.70)*** 0.073 (6.41)*** Return from Offer to Open 0.188 (8.88)*** 0.173 (9.90)*** Change in Offer Price Price Supported IPO 0.008 (1.17) 0.004 (0.55) Float -0.005 (-1.37) -0.008 (-2.30)** Ability to Execute T+0 -0.029 (-1.84)* -0.022 (-1.43) NASDAQ 0.022 (3.57)*** 0.033 (5.41)*** 0.23 0.25 Adj. R2 22 Short sale constraints Ability to execute Uptick Rule and Nasdaq Bid Test Greater ability to execute, lower (not higher) is short selling Ability to borrow shares – Float Proxy for supply of lendable shares > Lower the float, higher (not lower) is short selling – “Naked” short selling Cost of borrowing shares – Rebate rates 23 Ability to borrow shares Settlement and clearing process – From trade date (T) to settlement date (T+3), the clearing house (NSCC) aggregates buys and sells at clearing broker (not investor or level Called “Continuous Net Settlement” or CNS – If a net seller does not have enough shares on account DTC records a “failure to deliver” (FTD) in that clearing broker’s account and assigns a “failure to receive” (FTR) to account of clearing broker who was a net buyer Fails to deliver as a proxy for “naked” short selling – Daily fails collected from CNS Only aggregate fails of 10,000 shares or more Balance variable not flow 24 Summary statistics on fails to deliver Table 4 Mean Median Panel A: All IPOs First Settlement Day (T+3) Fails to Deliver/Shares Offered Fails to Deliver/Short SalesT+0 4.23% 2.29% 1,083.37% 30.32% Panel B: 210 IPOs with First Fail on First Settlement Day (T+3) First Day Return 9.14% 3.67% Fails to Deliver/Shares Offered 6.92% 5.73% 1,779.50% 99.70% Fails to Deliver/Short SalesT+0 Panel C: 77 IPOs with First Fail Later Than First Settlement Day (T+4 to T+29) First Day Return 10.88% 5.44% First Fails to Deliver/Shares Offered 0.86% 0.46% First Fails to Deliver/Short SalesT+0 31.47% 7.99% 6.14 5.00 Day of First Fails to Deliver 25 Fails and Short Sales As Percent of Shares Offered Daily fails to deliver 8.00% 7.00% Fails to Deliver 6.00% Short Sales 5.00% 4.00% 3.00% 2.00% 1.00% 0.00% 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Trading Day 26 Determinants of fails to deliver (T+3) Tobit analysis Table 5: Dep Var=FTD/Shares offered Model 1 Model 2 Intercept 0.056 (3.40)*** 0.056 (3.44)*** Short SalesT+0/Shares Offered 0.39 (0.62) 0.029 (1.06) First Day Return 0.038 (4.53)*** 0.040 (4.55)*** -0.008 (-0.81) -0.008 (-0.85) Ability to Execute T+0 -0.043 (-2.05)** -0.045 (-2.11)** NASDAQ -0.038 (-4.40)*** -0.037 (-4.41)*** 169.58 169.95 Price Supported IPO Float Log Likelihood 27 Threshold list Longer lived fails – Max of 10,000 shares or 0.5% of shares outstanding for five consecutive days T+7 is first day for inclusion on threshold list – Threshold list information from NYSE, Amex, and Nasdaq 155 IPOs are on threshold list at some point during the first 30 days with 113 or 29% on list at T+7 – Only 2% of non-IPO stocks on list in May 200628 Threshold list Probit analysis Table 5: Dep Var=Dummy Threshold Model 1 Model 2 Intercept -0. 405 (2.16) -0.322 (1.43) Short SalesT+0/Shares Offered 0.430 (0.15) -0.495 (0.92) First Day Return 0.571 (15.39)*** 0.483 (8.58)*** Float 0.038 (0.20) 0.035 (0.17) Ability to Execute T+0 -0.240 (0.43) -0.214 (0.34) -0.483 (10.65)*** -0.463 (10.11)*** 221.11 220.73 Price Supported IPO NASDAQ Log Likelihood 29 Could fails to deliver be related to underwriter price support activities? Only offering amount plus exercise of the overallotment option (OAO) settles at DTC Any shares allocated in excess of the number of shares offered but not covered by the exercise of OAO at time of closing are considered “uncovered” – Must either be purchased in open market or through OAO – Will result in fail to deliver if investor sells shares prior to covering by underwriter 30 Cost of borrowing shares Rebate rate data from anonymous vender – Includes 259 IPOs or 67% of sample – More likely to be in data Greater is the short selling on first day and over first month IPO listed on NYSE/Amex Loan fee=Fed funds rate-rebate rate Average loan fee over first month of trading – Monthly: 0.15% – Annual: 1.88% – Compare to Geczy, et.al. (2002) First day: 2.95% End of first month: 1.47% 31 Determinants of the cost of borrowing Other independent variables not shown and are insignificant (N=259) Table 6: Dep Var=Avg weighted loan fee (T+3 to T+24) Model 3 Model 4 Model 5 Intercept 0.014 (2.49)*** 0.013 (2.73)*** 0.019 (3.13)*** Short SalesT+0/Shares Offered 0.120 (5.59)*** Cumulative Short SalesT+0 to T+21 / Shares Offered 0.049 (10.65)*** 0.068 (2.14)** Fails to Deliver T+3/Shares Offered R2 0.10 0.30 .01 32 Short selling and returns Short selling negatively related to subsequent returns – Diether, Lee and Werner (2007a) – Boehmer, Jones and Zhang (2008) Use buy-and-hold returns adjusted for Nasdaq Composite Index Adjust standard errors for clustering by month of IPO 33 Return predictability Panel B One Month Return From First Day Close Panel C Three Month Return From First Day Close Panel D Three Month Return With Loan Fees (N=259) Table 8 Model 2 Model 3 Model 4 Model 5 Model 6 Model 7 Intercept 0.083 (3.43)*** 0.057 (2.99)*** 0.119 (2.51)** 0.087 (2.21)** 0.108 (2.33)** 0.076 (1.87)* Short SalesT+0 / Shares Offered -0.215 (-1.35) Cumulative Short SalesT+0 to T+21/ Shares Offered Price Supported IPO Adj. R2 -0. 500 (-1.67) 0.050 (1.33) -0.491 -(1.67) -0.031 (-0.60) -0.027 (-0.69) -0.079 (-5.63)*** -0.070 (-4.78)*** -0.099 (-3.34)*** -0.091 (-3.10)*** -0.107 (-2.97)*** -0.099 (-2.78)*** 0.09 0.09 0.04 0.03 0.05 0.03 34 Profitability Three month Nasdaq adjusted return Variable Lowest Q2 Q3 Highest Annual Weighted Loan Fee From T+3 to T+24 2.19% 1.35% 1.88% 2.05% Month Weighted Loan Fee From T+3 to T+24 0.17% 0.11% 0.15% 0.17% First Day Return 8.08% 6.92% 13.02% 10.31% Short SalesT+0/Shares Offered 8.38% 7.06% 7.05% 6.53% Cumulative Short SalesT+0 to T+21/ Shares Offered 19.98% 18.25% 20.92% 19.34% Three Month Nasdaq Adjusted Return -26.34% -6.71% -7.43% 36.30% Three Month Profit 23.09% 6.30% -7.78% -37.64% 35 Potential market maker activity Market makers important in aftermarket trading – Krigman, Shaw and Womack (1999), Ellis, Michaely and O’Hara (2000) and Ellis (2006) Exempt from locate requirement and some execution rules Use “exempt” indicator for trading on Nasdaq for Nasdaq IPOs as proxy for market maker activity – 40% of first day short sales in Nasdaq IPOs are marked exempt 36 Market maker effect on short selling Panel A Short Selling Table 9 Exempt Other Short Sales Intercept 0.054 (7.03)*** 0.050 (3.75)*** First Day Return from Offer to Open 0.059 (4.99)*** 0.106 (5.14)*** Price Supported IPO -0.00002 (-0.01) -0.005 (-0.72) -0.001 (-0.78) -0.003 (-1.13) -0.049 (-3.87)*** -0.012 (-0.52) 0.12 0.11 Float Ability to ExecuteT+0 Adj. R2 37 Market maker effect on fails to deliver Panel B Fails to Deliver Table 9 Exempt Other Short Sales Intercept 0.055 (2.31)** 0.069 (2.99)** 0.214 (1.30) -0.040 (-0.43) Price Supported IPO 0.029 (2.86)*** 0.027 (2.64)*** Float -0.048 (-2.23)** -0.046 (-2.15)** Ability to ExecuteT+0 -0.081 (-2.35)*** -0.090 (-2.64)*** 99.87 99.12 Short SalesT+0/Shares Offered Log Likelihood 38 Market maker effect on return predictability Panel C One Month Return From First Day Close Panel D Three Month Return From First Day Close Table 9 Exempt Other Short Sales Intercept 0.134 (3.42)*** 0.148 (3.90)*** 0.234 (3.94)*** 0.228 (4.43)*** -0.257 (-0.74) -0.399 (1.97)* -0. 897 (-1.32) -0.766 (-2.17)** -0.079 (-4.17)*** -0.084 (-4.88)*** -0.098 (-2.74)*** -0.1.05 (-3.05)*** 0.0042 (2.08)** 0.003 (1.74)* -0.005 (1.30) 0.004 (1.00) -0.178 (-3.11)*** -0.170 (-3.35)*** -0.263 (-3.66)*** -0.226 (-2.72)** 0.09 0.11 0.04 0.05 Short SalesT+0 / Shares Offered Price Supported IPO Float Ability to ExecuteT+0 Adj. R2 Exempt Other Short Sales 39 Conclusion Short selling is prevalent in early trading of IPOs Constraints on short selling do not appear binding – No evidence that short sellers fail to borrow shares Fails to deliver may be due to underwriter price support – Loan fees positively related to amount of short selling Short selling is negatively related to short term returns but do not appear to mitigate underpricing Results not due to market making activity Unlikely that short sale constraints are responsible for high underpricing 40