We examine changes in the pricing and financial structure of large management buyouts in the 1980s. Over time, (1) buyout price to cash flow ratios rose in absolute terms (particularly in deals financed using public junk bonds); (2) required bank principal repayments accelerated, leading to sharply lower ratios of cash flow to total debt obligations; (3) private subordinated and bank debt were replaced by public junk debt; and (4) management teams and dealmakers took more money out of transactions up front. These patterns are consistent with an “overheating” phenomenon in the buyout market. Preliminary post-buyout evidence lends some support to this interpretation.

Work by Kaplan and Zingales provides both theoretical arguments and empirical evidence that investment-cash �ow sensitivities are not good indicators of �nancing constraints. Fazzari, Hubbard, and Petersen {this Journal} criticize those �ndings. In this note we explain how the Fazzari et al. criticisms are either very supportive of the claims in earlier work by Kaplan and Zingales or incorrect. We conclude with a discussion of unanswered questions. Fazzari, Hubbard, and Petersen {1988} (hereinafter, FHP {1988}) introduce a methodology to identify the presence of �nancing constraints based on the differential sensitivity of corporate investment to cash �ow. Kaplan and Zingales {1997} (hereinafter, KZ) provide both theoretical arguments and empirical evidence that this differential sensitivity is not a valid measure of �nancing constraints. Fazzari, Hubbard, and Petersen {2000} (hereinafter, FHP {2000}) criticize those �ndings. In this note we explain that the main arguments in FHP {2000} are, in fact, quite supportive of KZ’s main conclusion, while the speci�c criticisms in FHP {2000} are unjusti�ed. I. POINTS OF AGREEMENT FHP {2000} admit that �nancially distressed �rms are likely to have lower investment-cash �ow sensitivities than less �nancially constrained �rms. This is exactly the point that the KZ model makes: investment-cash �ow sensitivities are not necessarily monotonic in the degree of �nancing constraints. The only disagreement FHP {2000} have with KZ is how pervasive the nonmonotonicity result is. But this is ultimately an empirical question. FHP {2000} also recognize that the literature on investmentcash �ow sensitivities has not been based on a solid theoretical foundation. As KZ point out, the practice of (1) splitting the sample according to a measure of �nancing constraints and then

No. This paper investigates the relationship between financing constraints and investment-cash flow sensitivities by analyzing the firms identified by Fazzari, Hubbard, and Petersen as having unusually high investment-cash flow sensitivities. We find that firms that appear less financially constrained exhibit significantly greater sensitivities than firms that appear more financially constrained. We find this pattern for the entire sample period, subperiods, and individual years. These results (and simple theoretical arguments) suggest that higher sensitivities cannot be interpreted as evidence that firms are more financially constrained. These findings call into question the interpretation of most previous research that uses this methodology.