Professional Documents
Culture Documents
Spring
14
Corporate
finance
Anders
Bäckström
Summary
of
the
course
Corporate
finance
7,5
HP
S t o c k h o l m
B u s i n e s s
S c h o o l
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
Introduction
The
goal
of
the
firm
is
to
maximize
shareholder
wealth.
Which
is
done
via
maximizing
the
share
price.
There
are
different
relationships
between
different
stakeholders.
For
example
between
stockholders
and
managers,
stockholders
and
bondholders,
the
firm
and
the
financial
markets
and
lastly
between
the
firm
and
society.
In
all
these
relations.
There
might
be
contradicting
interests
that
refer
to
as
agency
problems
and/or
agency
costs.
The
goal
of
maximizing
shareholder
wealth
might
be
fulfilled
because
of
conflicts
between
different
parties.
These
problems
are
some
times
referred
to
as
the
agency
theory.
The
agency
problems
occurs
when
the
goals
of
the
principal
and
agent
conflict.
The
principal
must
provide
incentives
so
that
management
acts
in
the
principals’
best
interest
and
then
monitor
results.
Incentives
include
stock
options,
perquisites
and
bonuses.
These
costs,
that
arises
when
working
through
an
agent
are
called
agency
costs
and
consists
of
three
types.
Direct
contracting
costs,
monitoring
costs
and
loss
of
principal’s
wealth
due
to
residual,
unresolved
agency
problems.
In
order
to
maximize
the
shareholders’
wealth,
the
firm
must
take
four
types
of
financial
decisions:
financing,
investment,
liquidity
and
dividend
decisions.
1. Investment
decisions
In
order
to
create
cash
flows
that
maximize
shareholders’
wealth,
the
firm
must
invest
in
fixed
assets.
These
are
often
long
term
decisions
that
involve
large
expenditures
and
are
thus
very
important
for
the
firm’s
future.
To
be
able
to
do
the
investments
that
best
fulfil
the
firm’s
purpose,
the
management
should
evaluate
the
projects,
which
can
be
done
with
different
methods.
• Payback
Period
(PBP)
o This
is
the
simplest
method
of
evaluating
an
investment.
The
analyst
simply
calculates
the
amount
of
years
it
will
take
for
the
company
to
get
the
invested
money
back.
The
four
steps
in
calculating
the
pay
back
period
are:
§ Create
a
cash
flow
time
line
§ Add
a
line
for
cumulative
cash
flow
§ Identify
the
last
year
that
cumulative
cash
flow
is
negative,
we
call
it
A.
§ Payback
period
is
than
calculated
as
follows:
𝐶𝐶𝐹!
𝑃𝑎𝑦𝑏𝑎𝑐𝑘 𝑝𝑒𝑟𝑖𝑜𝑑 = 𝐴 +
𝐶𝐹!!!
o The
rule
is
to
invest
if
the
payback
period
is
shorter
than
some
specified
period.
o This
method
is
easy
but
not
very
good.
The
method
does
not
take
the
time
value
of
money
or
the
riskiness
of
the
project
into
account.
Nor
does
it
take
cash
flows
that
come
after
the
payback
period
into
account.
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
• Discounted
Payback
Period
(DPBP)
o This
is
a
way
to
solve
some
of
the
problems
with
the
simple
payback
period.
The
method
has
the
following
steps
§ Create
a
cash
flow
line
§ Convert
cash
flows
to
present
value
§ Add
a
line
for
cumulative
present
value
cash
flows
PV(CCF)
§ Identify
the
last
year
that
cumulative
present
value
cash
flow
is
negative,
we
call
it
A
§ Discounted
Payback
Period
is
calculated
as
follows
𝑃𝑉𝐶𝐶𝐹!
𝑃𝑎𝑦𝑏𝑎𝑐𝑘 𝑝𝑒𝑟𝑖𝑜𝑑 = 𝐴 +
𝑃𝑉𝐶𝐹!!!
o The
rule
is
to
invest
if
the
discounted
payback
period
is
shorter
than
some
specified
period.
o This
method
takes
the
riskiness
of
the
problem
as
well
as
the
time
value
of
money
into
account,
but
it
does
not
take
cash
flows
after
the
payback
period
into
account.
• Net
Precent
Value
(NPV)
o This
is
the
most
widely
accepted
method
that
is
some
times
called
the
mother
of
all
models.
The
investor
calculates
the
net
present
value
of
all
future
cash
flows
that
the
specific
investment
should
yield.
The
process
is
as
follows:
§ Estimate
the
positive
and
negative
future
cash
flows
that
the
investment
will
give.
§ Discount
these
with
till
today
with
the
discount
rate.
• The
discount
rate
is
often
the
WACC,
but
can
deviate
from
this
depending
on
the
risk
profile
of
the
investment.
§ Subtract
the
capital
investment
from
the
present
value
of
future
cash
flows.
If
the
NPV
is
zero
or
above,
you
should
accept
the
investment,
but
if
it
is
below
zero,
you
should
reject.
𝒏
𝑪𝑭𝒕
𝑵𝑷𝑽 = − 𝑪𝑭𝟎
𝟏+𝒓 𝒕
𝒕!𝟏
• The
Internal
Rate
of
Return
(IRR)
o The
IRR
is
the
discount
rate
that
makes
the
NPV
equal
to
zero.
The
higher
the
IRR,
the
better
the
project
is.
In
some
cense,
the
IRR
can
be
viewed
as
the
rate
of
return
that
the
investment
will
yield.
If
the
IRR
is
at
least
as
high
as
the
discount
rate,
you
should
accept
the
project.
However
if
the
cash
flow
will
change
sign
more
than
once,
you
might
get
multiple
IRRs,
which
creates
a
problem.
In
these
cases,
NPV
is
the
only
method
that
works.
𝑪𝟏 𝑪𝟐 𝑪𝒕
−𝑪𝟎 + 𝟏
+ 𝟐
+ ⋯+ 𝒕
= 𝟎
𝟏+𝒓 𝟏+𝒓 𝟏+𝒓
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
There
are
different
types
of
projects
and
some
of
the
might
complicate
the
investing
decisions.
Projects
are
independent
if
the
cash
flows
of
one
project
are
unaffected
of
the
acceptance
of
the
other
project.
Put
differently:
all
projects
can
be
undertaken
given
that
the
company
has
sufficient
funds.
The
company
should
always
accept
independent
projects
that
have
a
positive
NPV.
If
some
has
to
be
chosen,
the
ones
with
the
highest
NPV
ought
to
be
undertaken,
everything
else
held
constant.
NPV
and
IRR
will
provide
the
same
ranking
in
this
case.
If
instead
one
projects
cash
flow
can
be
adversely
impacted
by
the
acceptance
of
the
other
project,
or
if
only
one
of
the
projects
can
be
undertaken,
the
projects
are
mutually
exclusive.
If
the
projects
have
similar
life
times,
accept
the
project
with
the
highest
NPV.
There
might
be
conflicts
in
the
rankings
between
NPV
and
IRR
due
to
the
scale
of
the
investment,
the
cash
flow
patterns
or
the
project
life.
§ Implicit
assumptions
the
reinvestment
of
intermediate
cash
flows
–
cash
inflows
received
prior
to
the
termination
of
a
project:
§ NPV
assumes
intermediate
CF
are
invested
at
the
discount
rate
§ IRR
assumes
intermediate
CF
are
invested
at
the
IRR
§ Solution
§ Assume
intermediate
CF
reinvested
at
the
hurdle
rate
§ Calculate
the
IRR
from
initial
investment
and
terminal
value:
This
is
the
modified
IRR
(MIRR)
Projects
compared
must
have
the
same
risk
and
discount
rate.
When
mutually
exclusive
project
have
unequal
life
times,
we
cannot
just
use
the
NPV
rule,
why
we
calculate
the
Equivalent
Annual
Annuity.
• Equivalent
Annual
Annuity
o The
value
of
the
level
payment
annuity
that
has
the
same
PV
as
our
original
set
of
cash
flows.
§ Convert
the
net
present
values
of
the
options
into
equivalent
annuities.
§ After
annualizing
the
NPVs
a
direct
comparison
between
(among)
different
projects
can
be
made.
𝑁𝑃𝑉
𝐸𝐴𝐴 =
1 − 1 + 𝑟 !!
𝑟
§ Capital
rationing
occurs
when
a
company
chooses
not
to
fund
all
positive
NPV
projects.
§ The
company
typically
sets
an
upper
limit
on
the
total
amount
of
capital
expenditures
that
it
will
make
in
the
upcoming
year.
§ The
Profitability
Index
approach
is
most
useful
in
capital
rationing
situations,
where
not
all
positive
NPV
projects
can
be
accepted
due
to
a
limited
capital
budget.
§ This
is
calculated
by
dividing
the
present
value
of
a
project’s
cash
inflows
by
the
present
value
of
its
outflows.
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
• The
investment
decision
issue
• Requires
estimates
of:
o Relevant
Cash
flows
o Cost
of
capital
§ Cost
of
equity;
§ Cost
of
preference
stock;
§ Cost
of
debt;
§ WACC
Estimating
cash
flows
The
key
to
analysing
a
new
project
is
always
to
think
incrementally.
It
is
the
incremental
cash
flows
that
is
of
interest,
why
it
is
important
to
consider
the
effect
on
the
firms
other
investments
when
evaluating
the
investment.
The
following
are
the
mayor
components:
1. Initial
cash
flow
a. This
is
the
initial
investment,
but
if
the
company
gets
any
after-‐tax
cash
inflows
from
liquidation
of
old
assets,
these
need
to
be
considered.
i. +
Cost
of
new
assets
ii. +
Capitalized
expenditures
iii. +
(-‐)
Increased
(decreased)
net
working
capital
iv. –
Net
proceeds
from
sale
of
an
old
asset,
if
replacement
v. +
(-‐)
Taxes
(savings)
due
to
the
sale
of
old
asset(s)
if
replaced
vi. =
Initial
cash
outflow
2. Operating
(incremental)
cash
flows
a. The
new
asset
will
produce
operating
cash
flows,
but
you
need
to
deduct
operating
cash
flows
that
the
company
would
have
gotten
from
the
old
asset
that
are
now
liquidated.
i. +
(-‐)
Net
increase
(decrease)
in
operating
revenue
less
(plus)
any
net
increase
(decrease)
in
operating
expenses,
excluding
depreciation
ii. –
(+)
Net
increase
(decrease)
in
tax
depreciation
iii. =
Net
change
in
income
before
taxes
iv. –
(+)
Net
increase
(decrease)
in
taxes
v. =
Net
change
in
income
after
taxes
vi. +
(-‐)
Net
increase
(decrease)
in
tax
depreciation
changes
and
changes
in
working
capital
vii. =
Incremental
net
cash
flow
for
a
period
3. Terminal
cash
flow
a. This
is
after-‐tax
cash
flows
from
termination
of
a
new
asset
but
you
need
to
deduct
the
after-‐tax
cash
flows
from
termination
of
the
old
asset
i. Calculate
the
incremental
terminal
net
cash
fow
for
the
terminal
period
ii. +(-‐)
Salvage
value
(disposal/reclamation
costs)
of
any
sold
or
disposed
assets
iii. –
(+)
Taxes
(tax
savings)
due
to
asset
sale
or
disposal
of
“new”
assets
iv. +
(-‐)
Decreased
(increased)
level
of
net
working
capital
v. =
Terminal
year
incremental
net
cash
flow
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
• Free
cash
flows
to
the
firm
(FCFF)
o These
represents
the
cash
flows
to
which
all
stakeholders
make
claim
𝐹𝐶𝐹𝐹 = 𝐸𝐵𝐼𝑇 1 − 𝑡 + 𝑑𝑒𝑝𝑟𝑒𝑐𝑖𝑎𝑡𝑖𝑜𝑛 𝑎𝑛𝑑 𝑎𝑚𝑜𝑟𝑡𝑖𝑧𝑎𝑡𝑖𝑜𝑛 − 𝐶𝐴𝑃𝐸𝑋 − ∆𝑊𝐶
• Free
cash
flows
to
equity
(FCFE)
o These
cash
flows
represents
those
to
equity
holders
𝐹𝐶𝐹𝐸 = 𝑁𝑒𝑡 𝑖𝑛𝑐𝑜𝑚𝑒 + 𝑁𝑜𝑛𝑐𝑎𝑠ℎ 𝑒𝑥𝑝𝑒𝑛𝑠𝑒𝑠 − 𝐶𝐴𝑃𝐸𝑋 − ∆𝑊𝐶 − 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝑝𝑎𝑦𝑚𝑒𝑛𝑡𝑠
− 𝑃𝑟𝑒𝑓𝑒𝑟𝑒𝑛𝑐𝑒 𝑑𝑖𝑣𝑖𝑑𝑒𝑛𝑑𝑠
o Principal
payment
§ -‐
if
principal
payment
are
made
§ +
if
new
loans
are
taken
To
be
able
to
forecast
future
cash
flows,
we
need
to
estimate
the
growth,
which
we
do
the
following
way.
• Expected
growth
in
net
income
o 𝑅𝑒𝑡𝑒𝑛𝑡𝑖𝑜𝑛 𝑟𝑎𝑡𝑖𝑜 ∗ 𝑅𝑂𝐸
!"#"$%&$' !"# !"#$%&
!!
!"# !"#$%& !""# !"#$% !" !"#$%&
• Expected
growth
in
operating
income
o 𝑅𝑒𝑖𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡 𝑟𝑎𝑡𝑒 ∗ 𝑅𝑂𝐶
!"# !"#$%!∆!" !"#$(!!!)
!"#$(!!!) !""# !"#$% !" !"#$%"&
Estimating
the
discount
rate
The
discount
rate
needs
to
take
the
risk
into
account.
The
discount
rate
chosen
depends
on
the
source(s)
of
finance
for
the
project.
The
cost
of
common
equity
are
adjusted
for
the
equity
risk,
the
cost
of
preferred
equity
for
the
preferred
equity
risk,
the
cost
of
debt
for
the
debt
risk
and
finally,
the
cost
of
capital
takes
the
risk
of
all
stake
holders
into
account.
𝐷 𝐸 𝐸(𝐷𝐼𝑉!" ) 𝑃𝑆
𝑊𝐴𝐶𝐶 = 𝑟! 1 − 𝑡 + 𝑟! +
𝐷 + 𝐸 + 𝑃𝑆 𝐷 + 𝐸 + 𝑃𝑆 𝑃!" 𝐷 + 𝐸 + 𝑃𝑆
Estimating
the
cost
of
equity
The
cost
of
equity
can
be
approximated
by
the
expected
equity
return
for
the
equity
holders
𝑟! = 𝑟! + 𝛽 𝑟! − 𝑟!
𝜎! 𝜎!,!
𝛽! = 𝜌!,! = !
𝜎! 𝜎!
𝛽!
𝛽! =
𝐷
1+ 1−𝑡 𝐸
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
In
the
bottom-‐up
approach,
the
risk
of
the
firm
and
the
risk
of
the
financial
leverage
are
separated.
The
firm
risk,
or
unlevered
beta
are
affected
by
the
nature
of
the
product
or
service
offered
by
the
company,
where
more
discretionary
products/services
generates
higher
betas.
For
example
luxury
goods
are
highly
cyclical
and
thus
generates
short-‐run
volatility.
Other
things
equal,
cyclical
and
growth
firms
as
well
as
firms
selling
exclusive
products
ought
to
have
higher
betas.
The
firm
risk
however
is
also
affected
by
the
operating
leverage,
that
is
the
fixed
costs
as
a
percentage
of
revenue.
If
the
proportion
of
fixed
costs
is
high,
the
company
becomes
inflexible
and
thus
more
risky.
Young
and
small
firms
as
well
as
firms
with
high
infrastructure
should
have
higher
betas.
Lastly,
the
total
risk
of
the
firm
and
therefore
the
levered
beta
are
also
affected
by
the
financial
leverage.
Firms
that
have
a
greater
proportion
of
debt
are
more
risky
and
therefore
have
higher
betas.
Steps
in
the
bottom-‐up
beta
approach
Step 1: Find the bu siness or businesse s that your firm operates in.
Possible Refinements
Step 2: Find publicly traded firms in each of these businesses and
ob tain their regression betas. Compute the simple averag e across
these regression betas to arrive at an average beta for these publicly If you can, a djust this beta for differences
traded firms. Unlever this average beta u sing the a verage debt to be tween your firm and the comparable
eq uity ratio across the publicly traded firms in the sample. firms on operating leverage a nd product
Unlevered beta for busine ss = Average beta across publicly traded characteristics.
firms/ (1 + (1- t) (Average D/E ratio across firms))
Step 4: Compute a weighted average of th e unlevered betas of the If you e xpect the business mix o f your
different busin esses (from step 2) using the weights from step 3. firm to change over time, you can
Bottom-up Unle vered beta for your firm = Weighted average of the change the weights on a year-to-year
un levered betas of the individual bu siness ba sis.
Estimating
the
cost
of
debt
The
cost
of
debt
can
be
estimated
with
the
yield
to
maturity
on
a
long-‐term,
straight
bond
if
the
company
have
outstanding
bonds
that
are
traded.
If
the
firm
does
not
have
outstanding
bonds
that
are
traded,
but
if
they
are
rated,
one
can
use
the
rating
and
and
adding
a
default
spread
to
the
risk
free
rate.
If
the
firm
has
not
been
rated,
one
can
use
the
interest
rate
on
a
recently
taken
long-‐term
loan
from
the
bank.
Lastly,
one
can
estimate
a
synthetic
rating
for
the
company,
and
use
the
synthetic
rating
to
arrive
at
a
default
spread
and
a
cost
of
debt.
Estimating
capital
weights.
Equity
Market
value
of
equity
should
include
the
following:
1. Market
value
of
shares
outstanding:
𝑆ℎ𝑎𝑟𝑒𝑠 𝑜𝑢𝑡𝑠𝑡𝑎𝑛𝑑𝑖𝑛𝑔 ∗ 𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝑠𝑡𝑜𝑐𝑘 𝑝𝑟𝑖𝑐𝑒
2. Market
value
of
warrants
outstanding
3. Conversion
option
value
of
outstanding
convertible
bonds
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
Preference
shares
1. 𝑃𝑟𝑒𝑓𝑒𝑟𝑒𝑛𝑐𝑒 𝑠ℎ𝑎𝑟𝑒𝑠 𝑜𝑢𝑡𝑠𝑡𝑎𝑛𝑑𝑖𝑛𝑔 ∗ 𝑐𝑢𝑟𝑟𝑒𝑛𝑡 𝑝𝑟𝑖𝑐𝑒
Debt
The
market
value
of
debt
should
include
1. The
market
value
of
straight
debt
a. Estimate
the
market
value
of
debt
from
the
book
value
by
treating
the
entire
debt
as
one
coupon
bond,
with
a
coupon
(C)
set
equal
to
interest
expenses,
and
maturity
(n)
equal
to
the
average
maturity
of
all
debt
outstanding,
and
using
the
current
before-‐tax
cost
of
debt
(BT
rd).
1
1− 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙
1 + 𝐵𝑇𝑟! !
𝑀𝑉 𝐷 = +
𝐵𝑇𝑟! 1 + 𝐵𝑇𝑟! !
2. The
debt
aspect
of
convertible
bonds
3. Leases
Often
companies
ad
an
addition
risk
factor
to
the
WACC,
for
example
1,5%
since
there
are
many
estimations,
in
which
the
analyst
can
do
something
wrong.
Business
valuation
techniques
§ Discounted
cash
flow
(DCF)
approaches
§ Dividend
discount
model
(DDM)
§ Free
cash
flows
to
equity
model
(FCFE
-‐
direct
approach)
§ Free
cash
flows
to
the
firm
model
(FCFF-‐
indirect
approach)
§ Relative
valuation
approaches
§ In
relative
valuation,
the
value
of
an
asset
derived
from
the
pricing
of
‘comparable’
assets
standardized
using
a
common
variable,
e.g.,
earnings,
cash
flows,
book
values,
and
revenues.
§ P/E
(capitalization
of
earnings)
§ Determines
by
the
growth,
payout
and
risk
§ PEG
Ration
!
!"#$%
§ !
!"#$%$&' !"#$%!
§ Enterprise
Value/EBITDA
§ Determines
by
the
growth,
net
capital
expenditure
needs,
leverage
and
risk.
§ Price/Book
value
§ Determines
by
the
growth,
payout,
risk
and
ROE
§ Price/Sales
ratio
§ Determines
by
the
growth,
payout,
risk
and
net
margin
§ P/CF
§ To
use
a
multiple
you
must
know
what
are
the
fundamentals
that
determine
the
multiple.
Know
how
changes
in
these
fundamentals
change
the
multiple
and
know
what
the
distribution
of
the
multiple
looks
like.
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
§ Mergers
and
acquisitions
§ Control
transaction
based
models
(e.g.
value
based
on
acquisition
premia
of
“similar”
transactions)
Different
valuation
techniques
yields
different
values
and
are
based
on
different
prior
beliefs.
The
DCF
rests
on
the
assumption
that
the
market
makes
mistakes
and
that
you
can
find
under-‐priced
stocks.
The
market
will
however
correct
itself
over
time.
The
relative
valuation
claims
instead
that
the
market
is
fairly
efficient
and
although
it
makes
mistakes
on
individual
assets
it
is
correct
on
average.
2. Financing
decisions
The
firm
takes
decisions
on
how
to
finance
its
assets.
There
are
different
models
that
describe
the
effect
on
the
firm
value
for
different
mixes
of
financing
sources.
1. M&M
Capital
structure
theory
–
three
special
cases
I. Case
1
assumes
no
corporate
or
personal
taxes
and
no
bankruptcy
costs
i. 𝑉! = 𝐸 + 𝐷 = 𝑉!
ii. If
an
investor
buys
a
fraction
of
an
unlevered
firm,
he/she
will
receive
that
fraction
times
the
EBIT
as
net
payoff.
Since
the
investor
can
buy
debt
as
well
as
equity
in
a
levered
firm,
the
payoff
will
be
the
same
and
hence,
the
price
of
the
levered
as
well
as
the
unlevered
firm
needs
to
equate.
iii. In
this
case
the
WACC
will
remain
constant
when
changing
the
capital
structure
from
100%
equity
to
100%
debt.
Cost
Re
WACC
RD
iv.
Debt-to-
v. In
a
perfect
capital
market,
the
total
value
of
a
firm
is
equal
to
the
market
value
of
the
total
cash
flows
generated
by
its
assets
and
is
not
affected
by
its
choice
of
capital
structure.
vi. The
cost
of
equity
capital
is
simply
the
earnings
yield
and
is
estimated
as
follows:
(EBIT-RD D)
Re =
EL
i.
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
vii. Since
the
value
of
the
firm
is
unchanged
by
leverage,
we
can
define
the
unlevered
value
(VU)
by
discounting
the
firm’s
expected
EBIT
by
it
unlevered
equity
cost
(RA):
EBIT
VU = = E + D = VL
RA
i.
viii. Cost
of
equity:
Re = RA + ( RA − RD ) D / E
i.
b. If
the
firm
has
no
debt,
the
equity
investor
requires
RA
(cost
of
unlevered
equity).
c. RA
depends
on
business
risk
of
the
firm.
d. As
the
firm
uses
debt,
the
equity
cost
increases
due
to
the
financial
leverage
risk
premium.
II. Case
2
assumes
corporate,
but
no
personal
taxes
and
no
bankruptcy
costs
i. Since
the
company
has
a
tax
shield
on
debt
payment,
the
value
of
the
company
increases
as
the
degree
of
financial
leverage
is
used.
i. Tax
corrected
cost
of
equity:
Re = RA + ( RA − RD )(1 − T ) D / E
ii.
b. Both
the
interest
cost
and
the
financial
leverage
risk-‐
premium
on
the
equity
cost
are
reduced
by
(1-‐
T)
c. As
the
use
of
debt
increases,
WACC
decreases,
and
therefore
the
value
of
the
firm
in
a
world
with
corporate
taxes
should
increase
ii. When
we
include
taxes,
the
WACC
constantly
decreases
as
the
degree
of
financial
leverage
increases.
III. Case
3
assumes
corporate,
but
no
personal
taxes,
but
also
that
there
are
bankruptcy
costs
i. Direct
costs:
1. Liquidation
of
assets
2. Loss
of
tax
losses
(potential
tax
shield
benefits)
3. Legal
and
accounting
costs
ii. Indirect
Cost
1. Increasing
costs
of
doing
business:
2. Creditors
tightening
trade
credit
terms
3. Lending
increasing
risk
premiums
and
increasing
monitoring
surveillance
4. Loss
of
key
staff
and
increases
in
recruitment
and
retention
costs
5. Distracted
management
focused
on
financing
and
not
on
management
of
business
operations.
iii. Reduced
sales
revenue:
1. Management
is
distracted
by
financial
issues
2. Customers
may
become
wary
and
look
for
other
suppliers
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
iv. At
some
point,
the
additional
value
of
the
interest
tax
shield
will
be
offset
by
the
expected
bankruptcy
costs
v. At
this
point,
the
value
of
the
firm
will
start
to
decrease
and
the
WACC
will
start
to
increase
as
more
debt
is
added
Cost
Re
WAC
RD
Debt-to-
D/ equity
Fir E*
m
Val
vi.
vii.
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
2. Perking
order
theory
I. Static
Trade
off
model
ignores
two
issues:
i. Information
asymmetry
problems
ii. Agency
problems
II. These
factors
are
likely
responsible
for
what
Myers
and
Donaldson
call
the
pecking
order.
III. The
pecking
order
is
the
order
in
which
firms
prefer
to
raise
financing
i. Starting
with
internal
cash
flow,
ii. Debt
and
iii. Finally
issuing
common
equity
3. Dividend
policy
Dividend
Policy
refers
to
the
explicit
or
implicit
decision
of
the
Board
of
Directors
regarding
the
amount
of
residual
earnings
(past
or
present)
that
should
be
distributed
to
the
shareholders
of
the
corporation.
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
2 business days prior to the Date of Record
Date of Date of
Declaration Record Payment
§ Dividends
can
be
in
the
form
of:
§ Cash
§ Special
§ Additional
Shares
of
Stock
(stock
dividend)
§ Return
of
Capital
§ Share
Repurchase
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
§ If
a
firm
is
dissolved,
at
the
end
of
the
process,
a
final
dividend
of
any
residual
amount
is
made
to
the
shareholders
–
this
is
known
as
a
liquidating
dividend.
§ This
decision
is
considered
a
financing
decision
because
the
profits
of
the
corporation
are
an
important
source
of
financing
available
to
the
firm.
§ In
the
absence
of
dividends,
corporate
earnings
accrue
to
the
benefit
of
shareholders
as
retained
earnings
and
are
automatically
reinvested
in
the
firm.
§ When
a
cash
dividend
is
declared,
those
funds
leave
the
firm
permanently
and
irreversibly.
Distribution
of
earnings
as
dividends
may
starve
the
company
of
funds
required
for
growth
and
expansion,
and
this
may
cause
the
firm
to
seek
additional
external
capital
Difference
between
interest
and
dividends
Interest
§ Interest
is
a
payment
to
lenders
for
the
use
of
their
funds
for
a
given
period
of
time
§ Timely
payment
of
the
required
amount
of
interest
is
a
legal
obligation
§ Failure
to
pay
interest
(and
fulfill
other
contractual
commitments
under
the
bond
indenture
or
loan
contract)
is
an
act
of
bankruptcy
and
the
lender
has
recourse
through
the
courts
to
seek
remedies
§ Secured
lenders
(bondholders)
have
the
first
claim
on
the
firm’s
assets
in
the
case
of
dissolution
or
in
the
case
of
bankruptcy
Dividends
§ A
dividend
is
a
discretionary
payment
made
to
shareholders
§ The
decision
to
distribute
dividends
is
solely
the
responsibility
of
the
board
of
directors
§ Shareholders
are
residual
claimants
of
the
firm
(they
have
the
last,
and
residual
claim
on
assets
on
dissolution
and
on
profits
after
all
other
claims
have
been
fully
satisfied)
Signaling
with
payout
policy
§ Dividend
Smoothing
§ The
practice
of
maintaining
relatively
constant
dividends
§ Firm
change
dividends
infrequently
and
dividends
are
much
less
volatile
than
earnings.
§ Research
suggests
that
§ Management
believes
that
investors
prefer
stable
dividends
with
sustained
growth.
§ Management
desires
to
maintain
a
long-‐term
target
level
of
dividends
as
a
fraction
of
earnings.
§ Thus,
firms
raise
their
dividends
only
when
they
perceive
a
long-‐
term
sustainable
increase
in
the
expected
level
of
future
earnings,
and
cut
them
only
as
a
last
resort.
§ Dividend
Signaling
Hypothesis
§ The
idea
that
dividend
changes
reflect
managers’
views
about
a
firm’s
future
earning
prospects
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
§ If
firms
smooth
dividends,
the
firm’s
dividend
choice
will
contain
information
regarding
management’s
expectations
of
future
earnings.
§ When
a
firm
increases
its
dividend,
it
sends
a
positive
signal
to
investors
that
management
expects
to
be
able
to
afford
the
higher
dividend
for
the
foreseeable
future.
§ When
a
firm
decreases
its
dividend,
it
may
signal
that
management
has
given
up
hope
that
earnings
will
rebound
in
the
near
term
and
so
need
to
reduce
the
dividend
to
save
cash.
§ While
an
increase
of
a
firm’s
dividend
may
signal
management’s
optimism
regarding
its
future
cash
flows,
it
might
also
signal
a
lack
of
investment
opportunities.
§ Conversely,
a
firm
might
cut
its
dividend
to
exploit
new
positive-‐NPV
investment
opportunities.
§ In
this
case,
the
dividend
decrease
might
lead
to
a
positive,
rather
than
negative,
stock
price
reaction.
There
are
three
schools
of
thought
on
dividends
and
its
effect
on
the
company
1.
If
there
are
no
tax
disadvantages
associated
with
dividends
and
no
costs
§ Dividends
do
not
matter,
and
dividend
policy
does
not
affect
value.
§ M&M
§ Basis:
§ Investment
policy
and
thus
cash
flows
doesn’t
change
why
the
value
of
the
firm
cannot
change.
§ Underlying
Assumptions:
§ There
are
no
tax
differences
between
dividends
and
capital
gains.
§ If
companies
pay
too
much
in
cash,
they
can
issue
new
stock,
with
no
flotation
costs
or
signaling
consequences,
to
replace
this
cash.
§ If
companies
pay
too
little
in
dividends,
they
do
not
use
the
excess
cash
for
bad
projects
or
acquisitions.
§
2.
If
dividends
have
a
tax
disadvantage,
§ Dividends
are
bad,
and
increasing
dividends
will
reduce
value
§ Basis:
§ Dividends
are
taxed
more
heavily
than
capital
gains.
A
stockholder
will
therefore
prefer
to
receive
capital
gains
over
dividends.
§ Additionally,
§ Flotation
costs
–
low
payouts
can
decrease
the
amount
of
capital
that
needs
to
be
raised,
thereby
lowering
flotation
costs
§ Dividend
restrictions
–
debt
contracts
might
limit
the
percentage
of
income
that
can
be
paid
out
as
dividends
3.
If
stockholders
like
dividends,
or
dividends
operate
as
a
signal
of
future
prospects,
§ Dividends
are
good,
and
increasing
dividends
will
increase
value
Corporate
Finance
Anders
Bäckström
2014-‐03-‐10
§ The
bird
in
the
hand
fallacy:
Dividends
are
better
than
capital
gains
because
dividends
are
certain
and
capital
gains
are
not.
§ Argument:
Dividends
now
are
more
certain
than
capital
gains
later.
Hence
dividends
are
more
valuable
than
capital
gains.
§ Counter:
The
appropriate
comparison
should
be
between
dividends
today
and
price
appreciation
today.
(The
stock
price
drops
on
the
ex-‐dividend
day.)
§ The
Excess
Cash
Argument:
The
excess
cash
that
a
firm
has
in
any
period
should
be
paid
out
as
dividends
in
that
period.
§ Argument:
The
firm
has
excess
cash
on
its
hands
this
year,
no
investment
projects
this
year
and
wants
to
give
the
money
back
to
stockholders.
§ Counter:
So
why
not
just
repurchase
stock?
If
this
is
a
one-‐
time
phenomenon,
the
firm
has
to
consider
future
financing
needs.
§ Consider
the
cost
of
issuing
new
stock
Potentially
good
reasons
for
paying
dividens
§ Argument:
The
firm
has
excess
cash
on
its
hands
this
year,
no
investment
projects
this
year
and
wants
to
give
the
money
back
to
stockholders.
§ Counter:
So
why
not
just
repurchase
stock?
If
this
is
a
one-‐time
phenomenon,
the
firm
has
to
consider
future
financing
needs.
§ Consider
the
cost
of
issuing
new
stock
Mergers
and
Acquisitions
§ Classification
§ Consolidation
§ Tender
offer
§ Purchase
of
assets
§ Management
buyout
§ Leverage
buyout
Motives
§ Undervalued
firms
§ Diversify
to
reduce
risks
–
Conglomerate
vs
Focus?
§ Operating
synergy
§ Economies
of
scale
§ Pricing
power
§ Combination
of
different
functional
strengths
§ Access
to
growth
markets
§ Financial
synergy