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This paper examines how constraints on firms’ financing capacity relate to managers’ discretionary accounting choices. Specially, I propose a rational expectations hypothesis regarding the changes in financial reporting behavior of managers of constrained and unconstrained firms when they attempt to raise equity capital. Using a large sample of seasoned equity offerings (SEOs), I document that constrained issuers, which cannot credibly signal the absence of aggressive earnings management, report higher income-increasing accruals around SEOs than unconstrained issuers. This result is robust to inclusion of various controls such as growth opportunities, analyst following, and CEO equity holdings, as well as using the instrumental variable approach. I also find that investors correctly conjecture this greater earnings inflation and adjust issuers’ stock prices accordingly at the time of the offering. The evidence suggests that the aggressive earnings management by constrained issuers is not simply the result of managerial opportunism but rather a rational response to anticipated market behavior at offering announcements.