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TABLE OF CONTENTS
1 Brush-up and Introduction ............................................................................................................ 3
1.1 Chapter 1: Corporations............................................................................................................................... 3
1.2 Chapter 2: Financial Statement Analysis ..................................................................................................... 3
1.3 Chapter 3: Financial Decision Making ........................................................................................................ 4
1.4 Chapter 4: Discounting ................................................................................................................................ 4
1.5 Chapter 5: Interest Rates .............................................................................................................................. 5
1.6 Chapter 6: Valuing Bonds ........................................................................................................................... 5
1.7 Chapter 7: Investment Decision Rules......................................................................................................... 6
1.8 Chapter 8: Fundamental of Capital Budgeting ............................................................................................ 6
1.9 Chapter 9: Valuing Stocks ........................................................................................................................... 7
1.10 Chapter 10: Capital Markets and the Pricing of Risk .............................................................................. 7
2 CAPM and Cost of Capital ............................................................................................................ 8
2.1 Chapter 11: CAPM and Optimal Portfolio Choice ...................................................................................... 8
2.2 Chapter 12: Estimating Cost of Capital ..................................................................................................... 10
3 Capital Structure in Perfect Captial Market ............................................................................. 11
3.1 Equity Versus Debt Financing ................................................................................................................... 13
3.2 Modigliani-Miller I: Leverage, Arbitrage, and Firm Value ....................................................................... 13
3.3 Modigliani-Miller II: Leverage, Risk, and the Cost of Capital .................................................................. 14
3.4 Capital Structure Fallacies ......................................................................................................................... 15
4 Debt and Taxes .............................................................................................................................. 16
4.1 Valuing the Interest Tax Shield ................................................................................................................. 16
4.2 Recapitalising to Capture the Tax Shield................................................................................................... 17
4.3 Personal Taxes ........................................................................................................................................... 17
4.4 Optimal Capital Structure with Taxes........................................................................................................ 18
5 Financial Distress .......................................................................................................................... 19
5.1 Default and Bankruptcy in a Perfect Market ............................................................................................. 19
5.2 The Cost of Bankruptcy and Financial Distress ........................................................................................ 19
5.3 Optimal Capital Structure: The Trade-Off Theory .................................................................................... 20
5.4 Agency Costs of Leverage ......................................................................................................................... 20
5.5 Agency Benefits of Leverage .................................................................................................................... 21
5.6 Agency Costs and the Trade-Off Theory ................................................................................................... 21
5.7 Asymmetric Information and Capital Structure ......................................................................................... 22
6 Payout Policy ................................................................................................................................. 23
6.1 Dividends and Share Repurchases ............................................................................................................. 23
6.1.1 Cum-Dividend Price and Ex-Dividend Price with No taxes ................................................................................ 24
5) Derivation WACC......................................................................................................................... 67
Limited liability indicates a limit to the shareholders’ liability in case of, e.g., a bankruptcy.
Tax differences between C Corporations (commercial) and S Corporations (savings, partnerships): C corporations
pay corporate tax and shareholders pay dividend tax and capital gains tax. S corporations do not pay corporate tax,
but shareholders (owners) pay income tax on the company’s earnings. S corporations typically have unlimited
liability.
The ownership of a corporation is divided into shares of stock collectively known as equity. Corporate bankruptcy
can be thought of as a change in ownership and control of the corporation. The equity holders give up their ownership
and control to the debt holders.
Net working capital is the capital available in the short term to run the business as the difference between current
assets (e.g., receivables, inventory) and current liabilities (e.g., payables).
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Stockholders’ equity is the book value of the firm’s equity, while the market value of the firm’s equity is its market
cap. The enterprise value is the total value of its underlying business operations:
On the income statement, the operating income is revenues less cost of goods sold and operating expenses. After
adjusting for non-operating income and expenses, we have earnings before interest and tax, or EBIT. Deducting
interest and taxes gives net income, from which earnings per share (EPS) can be calculated. EBITDA measures the
cash a firm generates before capital investments
Net debt measures the firm’s debt in excess of its cash reserves
𝑁𝑒𝑡 𝑑𝑒𝑏𝑡 = 𝑇𝑜𝑡𝑎𝑙 𝑑𝑒𝑏𝑡 − 𝐸𝑥𝑐𝑒𝑠𝑠 𝑐𝑎𝑠ℎ 𝑎𝑛𝑑 𝑠ℎ𝑜𝑟𝑡 − 𝑡𝑒𝑟𝑚 𝑖𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡𝑠
ROE is return on equity and can be expressed in terms of profitability (net profit margin), asset efficiency (asset
turnover), and leverage (equity multiplier), i.e.,
A competitive market is one in which a good can be bought and sold at the same price.
Arbitrage is the process of trading to take advantage of price discrepancies in different competitive markets. The Law
of One Price state that if equivalent goods and securities trade simultaneously in different competitive markets, they
will trade for the same price in each market. No arbitrage opportunities should exist, which implies that all risk-free
investments should offer the same return.
𝐶
𝑃𝑉 =
(1 + 𝑟)
The future value in 𝑛 years of a cash flow stream with a present value of 𝑃𝑉 is
𝐹𝑉 = 𝑃𝑉 × (1 + 𝑟)
A perpetuity is a constant cash flow 𝐶 paid every period forever. The present value is 𝐶/𝑟. An annuity is a constant
cash flow 𝐶 paid every period for 𝑁 periods. The present value of an annuity is
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1 1
𝑃𝑉 = 𝐶 × 1−
𝑟 (1 + 𝑟)
1
𝐹𝑉 = 𝐶 × ((1 + 𝑟) − 1)
𝑟
The periodic payment on an 𝑁-period loan with principal 𝑃 and interest rate 𝑟 is
𝑃
𝐶=
1 1
𝑟 1 − (1 + 𝑟)
The internal rate of return (IRR) of an investment is the interest rate that sets NPV equal to zero.
𝐴𝑃𝑅
1 + 𝐸𝐴𝑅 = 1 +
𝑘
Quoted interest rates are nominal interest rates, indicating the rate of growth of the money invested. The real
interest rate indicates the rate of growth in purchasing power after adjusting for inflation. Given a nominal rate 𝑟 and
an inflation rate 𝑖, the real interest rate is
𝑟−𝑖
𝑟 = ≈𝑟−𝑖
1+𝑖
Interest rates differ with investment horizon according to the term structure of interest rates. Plotting interest rates
against the horizon is the yield curve. Cash flows should be discounted using the discount rate that is appropriate for
their horizon. If the interest of an investment is taxed at rate 𝜏, or if the interest on a loan is tax deductible, then the
effective after-tax interest rate is 𝑟(1 − 𝜏)
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The risk-free rate for an investment until date 𝑛 equals the yield to maturity of a risk-free zero-coupon bond maturing
on this date. A plot of the rates against maturity is called the zero-coupon yield curve.
A bond will trade at a premium is the coupon rate exceeds its YTM, at a discount is the coupon rate is less than its
YTM, and at par if they are equal. Bond prices changes with interest rates. When interest rates rice, bond prices fall.
Long-term zero-coupon bonds are more sensitive to changes in interest rates, along with low coupon rate bonds.
The price of a coupon-paying bond can be determined on the zero-coupon yield curve using the law of one price (boot
strap method), i.e.,
The difference in yields on Treasury bonds (risk-free) and corporate bonds is the credit spread, compensating
investors for the difference in promised and expected cash flows and the risk of default.
… internal rate of return (IRR), where an investment, whose IRR exceeds the opportunity cost of capital, is
accepted. Unless all negative cash flows precede the positive ones, this may be wrong
… payback investment rule calculates the amount of time it takes to pay back the initial investment, and if it is less
than a prespecified length of time, accept the project.
NVP calculation: The numerator should have (estimated) free cash flows for each period (without benefits and costs
of financing). The denominator (discounting) should have the yield for the period.
● With no uncertainty, the denominator is found by the yield curve for the given maturity.
● With uncertainty, the denominator is harder, and the risk of the free cash flows (beta) is relevant.
● The separation principle: Investments and financing decisions can (and should) be separated when there is no
uncertainty and friction. Thus, financing sources are in most cases irrelevant.
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Free cash flows are computed from incremental earnings by eliminating all non-cash expenses and including all
capital investments: (1) Depreciation is not a cash expense, so it is added back, (2) actual capital expenditures are
deducted, (3) increases in net working capital (cash + inventory + receivables – payables) are deducted. The basic
calculation for free cash flow is then
The total return of a stock is the dividend yield plus the capital gain rate. The expected total return should equal its
equity cost of capital, i.e., 𝑟 = (𝐷𝑖𝑣 + 𝑃 )/𝑃 .
When investors have the same beliefs, the dividend discount model states that for any horizon 𝑁, the stock price
satisfies the equation below.
𝐷𝑖𝑣 𝐷𝑖𝑣 𝑃
𝑃 = + ⋯+ +
(1 + 𝑟 ) (1 + 𝑟 ) (1 + 𝑟 )
The total payout model is more reliable for valuing the firm when the firm repurchases shares. Here, the value of
equity equals the present value of future total dividends and repurchases. The stock price:
The discounted free cash flow model is more reliable when the firm has leverage. First, calculate future free cash
flows. The enterprise value is the present value of the future FCF. The cash flows are discounted with the weighted
average cost of capital (WACC), i.e., the expected return to investors to compensate them for the risk of holding the
firm’s debt and equity together. The stock price is:
𝑉 + 𝐶𝑎𝑠ℎ − 𝐷𝑒𝑏𝑡
𝑃 =
𝑆ℎ𝑎𝑟𝑒𝑠 𝑜𝑢𝑡𝑠𝑡𝑎𝑛𝑑𝑖𝑛𝑔
The efficient markets hypothesis states that competition eliminates all positive-NPV trades, which securities with
equivalent risk have the same expected returns.
Unsystematic risk (idiosyncratic risk, diversifiable) is the variation in a stock’s return due to firm-specific news, i.e.,
risk independent of other shocks in the economy. Systematic risk (market risk, undiversifiable) is due to market-wise
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news that affects all stock simultaneously. Diversification eliminates unsystematic risk, but not systematic risk. Thus,
investors require a risk premium for holding systematic risk, but not unsystematic risk (as it can be diversified away)..
An efficient portfolio contains only systematic risk and cannot be diversified further, i.e., risk cannot be reduced
without lowering the expected return. The systematic risk of a security is measured by its beta, which is the sensitivity
of its returns to the return of the overall market.
The market risk premium is expected excess return of the market portfolios, i.e., 𝐸[𝑅 ] − 𝑟 . The Capital Asset
Pricing Model (CAPM) states that the risk premium for an investment equals the investment’s beta times the markets
risk premium:
𝑟 = 𝑟 + 𝛽 × 𝐸[𝑅 ]−𝑟
The expected return of a portfolio is the weighted average of the expected returns of investments using the portfolio
weights. Covariance and correlation measure the co-movements of stock returns in a portfolio. The variance of a
portfolio depends on the covariance of the stocks within it. See p 425.
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Efficient portfolios have the highest possible expected return for a given level of risk. The set of efficient portfolios is
called the efficient frontier. Below are risk-return combinations from combining a risk-free investment and a risky
portfolio. The most optimal portfolio is the tangent portfolio.
An investor
seeking the
highest
expected
return given a
level of
volatility
should choose
the portfolio with the steepest line when combined with the risk-free investment. The slope is the Sharpe ratio:
The portfolio with the highest Sharpe ratio is the efficient portfolio independent of the risk preference
Capital Market Line (CML) represents portfolios that optimally combine risk and return, i.e., portfolios that
optimally combine the risk-free rate and the market portfolio of risky assets.
Security Market Line (SML) displays the expected return on an individual asset as a function of systematic, non-
diversifiable risk. That is, it states that the risk premium of any security is equal to the market risk premium multiplied
by the beta of the security. Thus, a visualisation of the CAPM.
1) Investors can buy and sell all securities at competitive market prices (without incurring taxes or transactions
costs) and can borrow and lend at the risk-free interest rate.
2) Investors hold only efficient portfolios of traded securities – portfolios that yield the maximum expected return
for a given level of volatility.
3) Investors have homogenous expectations regarding volatilities, correlations, and expected returns of securities,
i.e., all investors have the same estimates about future investments and returns.
Thus, we can link the expected return for each individual stocks. Given an efficient market portfolio, the expected
return of an investment is
Where the second term is the risk premium for security 𝑖. The beta corresponds to the risk premium:
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The debt cost of capital can be found by assessing the expected return of a corporate bond as
𝑟 = (1 − 𝑝)𝑦 + 𝑝(𝑦 − 𝐿) = 𝑦 − 𝑝𝐿
where 𝑦 is the yield (to maturity), 𝐿 is a loss given default, and 𝑝 is the probability of default.
The cost of capital of a project can be calculated given a target leverage ratio based on the market value of the firm’s
equity and debt. The firm’s unlevered (asset) cost of capital is
𝐸 𝐷
𝑟 =𝑟 = 𝑟 + 𝑟
𝐸+𝐷 𝐸+𝐷
𝐸 𝐷
𝛽 =𝛽 = 𝛽 + 𝛽
𝐸+𝐷 𝐸+𝐷
Cash as Negative Debt: Cash de facto works as negative debt as it reduces the equity beta. Thus, 𝑁𝑒𝑡 𝑑𝑒𝑏𝑡 =
𝐷𝑒𝑏𝑡 − 𝐸𝑥𝑐𝑒𝑠𝑠 𝑐𝑎𝑠ℎ 𝑎𝑛𝑑 𝑆ℎ𝑜𝑟𝑡 − 𝑡𝑒𝑟𝑚 𝑖𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡𝑠. Used when un-levering betas.
WACC: If the project is financed in part with debt, the firm’s effective after-tax cost of debt is less than its expected
return to investors. The weighted average cost of capital (WACC) can be used:
𝐸 𝐷
𝑟 = 𝑟 + 𝑟 (1 − 𝜏 )
𝐸+𝐷 𝐸+𝐷
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the risk and cost of capital of equity, the weighted average cost of capital (WACC), total value, and share price are
unaltered by a change in leverage.
Financing with Equity: If a project’s cash flows contain market risk, investors demand a risk premium. If a project
is financed using unlevered equity, the market value of equity today is the present value of future cash flows. The
project’s NPV is the value to the initial owners of the firm created by the project. The expected return on equity is
given as
𝐸[𝐸𝑞𝑢𝑖𝑡𝑦] ÷ 𝐸𝑞𝑢𝑖𝑡𝑦 − 1
Financing with Debt and Equity: If a project’s cash flow always will be enough to repay the debt, the debt is risk-
free. Equity in a firm that also has outstanding debt is called levered equity. Promised payments to debt holder must
be made before any payments to equity holders.
Modigliani-Miller argue that with perfect capital markets, the total value of a firm should not depend on its capital
structure, as the firm’s total cash flows still equal the cash flows of the project and therefore has the same present
value.
The effect of Leverage on Risk and Return: Leverage increases the risk of the equity of a firm making it
inappropriate to discount cash flows of levered equity at the same discount rate used for unlevered equity. Investors in
levered equity require a higher expected return to compensate for its increased risk. Thus, leverage increases the risk
of equity even when there is no risk that the firm will default. While debt may be cheaper when considered on its own,
it raises the cost of capital for equity. However, the firm’s average cost of capital with leverage is the same as
unlevered.
1) Investors can trade securities at market price equal to the present value of future cash flows.
2) No taxes, transaction costs, or insurance costs associated with security trading
3) A firm’s financing decisions do not change the cash flows generated by its investments, nor do they reveal new
information about them.
MM Proposition I: In a perfect capital market, the total value of a firm’s securities equals the market value of the
total cash flows generated by its assets and is not affected by choice of capital structure.
In the absence of taxes or other transaction costs, the total cash flow paid out to a firm’s security holders is equal to
the total cash flow generated by the firm’s assets. Therefore, by the Law of One Price, the firm’s security and its
assets must have the same total market value.
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Homemade leverage: When investors use leverage in their own portfolios to adjust the leverage choice made by the
company, they are using homemade leverage. If investors can borrow or lend at the same rate as the firm, homemade
leverage is a perfect substitute for the use of leverage by the firm. Investors can thus alter the leverage choice of the
firm to suit their taste by either borrowing and adding more leverage or by holding bonds and reducing leverage.
Market Value Balance Sheet: A market value balance sheet is like an accounting balance sheet, where (1) all
assets are liabilities of the firm are included (even intangible assets) and (2) all values are current market values rather
than historical ones. Then, the total value of all securities issued by the firm must equal the total value of the firm’s
assets. The value of equity is then:
Leverage and the Equity Cost of Capital: Let 𝐸 and 𝐷 be the market value of equity and debt, let 𝑈 be the market
value of equity if the firm is unlevered, and let 𝐴 be the market value of the firm’s assets. Then, the total market
value of the firm’s securities is equal to the market value of its assets:
𝐸+𝐷 =𝑈 =𝐴
As the return of a portfolio equals the weighted average of returns of the securities in it, the following relationship
between the returns of levered equity (𝑅 ), debt (𝑅 ), and unlevered equity (𝑅 ) holds:
𝐸 𝐷
𝑟 =𝑟 = 𝑟 + 𝑟
𝐸+𝐷 𝐸+𝐷
MM Proposition II: The cost of capital of levered equity increases with the firm’s market value debt-equity ratio.
Thus, the cost of capital of levered equity is
𝐷
𝑟 =𝑟 + (𝑟 − 𝑟 )
𝐸
where 𝑟 and 𝑟 is the expected return of levered equity and debt and 𝑟 is expected return on unlevered equity. The
first term is risk without leverage, and the second is the risk due to leverage
Capital budgeting and the Weighted Average Cost of Capital: If a firm is financed with both equity and debt, the
risk of its underlying assets will match the risk of a portfolio of its equity and debt. The appropriate cost of capital for
the firm’s assets is simply the weighted average of the firm’s equity and debt cost of capital. Thus, the unlevered cost
of capital (Pretax WACC) is:
𝐸 𝐷
𝑃𝑟𝑒𝑡𝑎𝑥 𝑊𝐴𝐶𝐶 = 𝑟 = 𝑟 + 𝑟
𝐸+𝐷 𝐸+𝐷
With perfect capital markets, a firm’s WACC is independent of its capital structure and is equal to its equity cost of
capital if it is unlevered, which matches the cost of capital of its assets.
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Levered and Unlevered Betas: A firm’s asset beta is the weighted average of its equity and debt beta
𝐸 𝐷
𝛽 =𝛽 = 𝛽 + 𝛽
𝐸+𝐷 𝐸+𝐷
Beta measures the market risk of the firm’s underling assets, and thus can be used to assess the cost of capital for
comparable investments. When a firm changes its capital structure without changing its investments, its unlevered beta
will remain unaltered. The equity beta is given as
𝐷
𝛽 =𝛽 + (𝛽 − 𝛽 )
𝐸
𝐸+𝐷 𝐴 𝐸𝑉
𝛽 =𝛽 =𝛽 =𝛽
𝐸 𝐸 𝐸
Leverage And Earnings per Share: Leverage can increase expected earnings per share. An argument sometimes
made is leverage should also increase the firm’s stock price. However, leverage impacts the risk of earnings and not
just the expected earnings per share. Because the firm’s earnings per share and price-earnings ratio are affected by
leverage, these measures are not comparable to peers.
Equity Issuances and Dilution: Another fallacy is that issuing equity will dilute existing shareholders’ ownership, so
debt financing should be used instead. Dilution is if the firm issues new shares, the cash flows must be divided among
a larger number of shares, reducing the value of each individual share. However, this ignores that cash raised by
issuing new shares will increase the firm’s assets.
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The value of a firm is the total amount it can raise from all investors, not just equity holders. Because leverage allows
the firm to pay out more in total to its investors – including interest payments to debt holders – it will be able to raise
more total capital initially.
Note that a firm’s debt capacity is given as 𝑑 × 𝑉 , where 𝑑 = 𝐷/(𝐷 + 𝐸). This is also the maximum debt a firm can
take. Also given as 𝐸𝐵𝐼𝑇 ÷ 𝑟
𝜏 ∗ 𝑟 ∗ 𝑙𝑒𝑣𝑒𝑟𝑎𝑔𝑒 𝑟𝑎𝑡𝑖𝑜 ∗ 𝑀𝑉
PV of tax shield =
𝑟
The Interest Tax Shield and Firm Value: Each year a firm pays interest, the cash flows to investors will be higher
than they would be without leverage by the amount of the interest tax shield:
By letting 𝑉 and 𝑉 represent the value of the firm with and without leverage, we have:
MM Proposition I (revised): The total value of the levered firm exceeds the value of the firm without leverage due to
the present value of the tax savings from debt:
The Interest Tax Shield with Permanent Debt: Suppose a firm borrows debt 𝐷 and keeps it fixed permanently (in
$). The tax rate is 𝜏 , and the debt is riskless with a risk-free rate 𝑟 . If the debt is fairly priced, no arbitrage implies its
markets value equals the PV of future interest payments:
If the firm’s marginal tax rate is constant, the value of interest tax shield with permanent debt is:
𝜏 ∗ 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝜏 ∗ 𝑟 ∗𝐷
𝑃𝑉(𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑡𝑎𝑥 𝑠ℎ𝑖𝑒𝑙𝑑) = = == 𝑃𝑉(𝜏 × 𝐹𝑢𝑡𝑢𝑟𝑒 𝑖𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑝𝑎𝑦𝑚𝑒𝑛𝑡𝑠)
1+ 𝑟 𝑟
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Weighted Average Cost of Capital with Taxes: When a firm uses debt financing, the cost of the interest it must pay
is offset to some extent by the interest tax shield. With tax-deductible interest, the effective after-tax borrowing rate is
𝑟(1 − 𝜏 ). We can account for the benefit of the interest tax shield by calculating the After-tax WACC using the
effective after-tax cost of debt:
𝐸 𝐷
𝑟 = 𝑟 + 𝑟 (1 − 𝜏 )
𝐸+𝐷 𝐸+𝐷
This represents the effective cost of capital to the firm, after including the benefits of the interest tax shield. It is
therefore lower than the pre-tax WACC. The higher the firm’s leverage, the more the firm exploits the tax advantages
of debt, and the lower its WACC is.
Interest Tax Shield with a Target Debt-Equity Ratio: Many firms target a specific debt-equity ratio. We compute
the firm’s value with leverage, 𝑉 , by discounting its free cash flow using WACC. The value of the interest tax shield
is found by comparing 𝑉 to the unlevered value 𝑉 of the free cash flow discounted at the firm’s unlevered cost of
capital (the pretax WACC). If the free cash flow (FCF) is expected to grow at a constant rate, the firm is valued as a
constant growth perpetuity.
𝑉 = 𝑉 =
Pre-Tax WACC
𝐸 𝐷
𝑟 = 𝑟 + 𝑟
𝐸+𝐷 𝐸+𝐷
Analysing the Recap: The market value balance sheet states that the total market value of a firm’s securities must
equal the total market value of the firm’s assets. In the presence of corporate taxes, we must include the interest tax
shield as one of the firm’s assets.
Note the share price rises at the announcement of the recap. This increase in share price is due to the present value of
the anticipated interest tax shield. Even though leverage reduces the total market cap of the firm’s equity, shareholders
capture the benefits of the interest tax shield upfront.
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Including Personal Taxes in the Interest Tax Shield: The amount of money an investor will pay for a security
depends on the cash flows the investor will receive after all taxes. Personal taxes reduce the cash flows to investors
and diminish firm value. The actual interest tax shield depends on the reduction in taxes paid. A tax advantage to
debt remains, but not as large as with only corporate taxes.
Let 𝜏 ∗ be the effective tax advantage of debt. If the corporation paid (1 − 𝜏 ∗ ) in interest, debt holders would receive
the same amount after taxes as equity holders would receive if the firm paid $1 to equity holders. This gives us the
effective tax advantage of debt as:
(1 − 𝜏 )(1 − 𝜏 )
𝜏∗ = 1 −
(1 − 𝜏 )
$1 received after taxes by debt holders from interest payments cost equity holders $(1 − 𝜏 ∗ ) after-tax. When there are
no personal taxes, or when personal tax on debt and equity income are the same (𝜏 = 𝜏 ), we have 𝜏 ∗ = 𝜏 . When
equity income is taxed less heavily (𝜏 > 𝜏 ), then 𝜏 ∗ is less than 𝜏 .
Valuing the Interest Tax Shield with Personal Taxes: If 𝜏 ∗ > 0, then despite any tax disadvantage of debt at the
personal level, a net tax advantage for leverage remains. In the case of permanent debt:
𝑉 = 𝑉 + 𝜏 ∗𝐷
Determining the Actual Tax Advantage of Debt: It should be considered that (1) capital gains taxes are only paid
when the gain is realised (lower effective capital gains rate), (2) dividend and capital gains tax rate may be different,
and (3) personal tax rates vary with investors.
Limits to the Tax Benefit of Debt: To receive the full tax benefits of leverage, a firm need not use 100% debt
financing, as a tax benefit is only received if it has taxable earnings. We can quantify the tax advantage for excess
interest payments by setting 𝜏 = 0, giving:
(1 − 𝜏 ) 𝜏 −𝜏
𝜏∗ = 1 − = <0
(1 − 𝜏 ) (1 − 𝜏 )
The optimal level of leverage from a tax saving perspective is the level such that interest equal EBIT.
Growth and Debt: For a firm with no earnings, a tax-optimal capital structure does not include debt. For a firm with
positive earnings, growth will affect the optimal leverage ratio. To avoid excess interest, this firm should have debt
with interest payments that are below its expected taxable earnings:
The optimal ratio of debt in the capital structure (𝐷/[𝐸 + 𝐷]) is lower, the higher the growth rate.
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5 FINANCIAL DISTRESS
Berk & DeMarzo (2017): Chapter 16 + Session III
When a firm cannot meet its debt obligations, it is in financial distress. The choice of capital structure affects the cost
of financial distress and alter managers’ incentives.
If a firm has access to capital markets and can issue new securities at a fair price, it need not default if the market
value of its assets exceeds its liabilities. Thus, whether default occurs depends on the relative value of the firm’s
assets and liabilities, not on its cash flows.
When a firm declares bankruptcy, attention is paid to the loss to investors, but the decline in value is not cause by
bankruptcy. The decline is the same whether or not the firm has leverage.
With perfect capital markets, MM Proposition I applies: The total value to all investors does not depend on the firm’s
capital structure. Thus, there is no disadvantage to debt financing, and a firm will have the same total value and will
be able to raise the same amount initially from investor.
Direct costs of bankruptcy: When a firm is in financial distress there are direct costs to outside professionals, e.g.,
legal consultants. These costs reduce the value of the assets that the firm’s investors will receive. It is possible to avoid
filing for bankruptcy by negotiating directly with creditors.
Indirect costs of bankruptcy: These costs are difficult to measure accurately and includes …
… loss of suppliers, as they will not be willing to provide inventory fearing no payment. This may be alleviated
through the senior debtor-in-possession (DIP) financing.
… loss of receivables, as financially distressed firms tend to have a hard time collecting money
… fire sales of assets, where assets are sold for below value to raise fast cash
… cost to creditors if the firm was a significant asset for the creditor
As bankruptcy is a choice, the costs related should not exceed the cost of renegotiating with the firm’s creditors. There
are no limits on the indirect costs arising from customers, suppliers or employees.
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Financial Distress Costs and Firm Value: Contrary to MM, levered firms risk incurring financial distress costs that
reduce cash flow. So, the cash flows of assets do depend on the choice of capital structure. It holds true that when
securities are fairly priced, the original shareholders of a firm pay the present value of the costs associated with
bankruptcy and financial distress.
Thus, leverage has costs (financial distress risk and costs) and benefits (tax shield).
(1) Probability of financial distress: Increases with the firm’s liabilities and the volatility of the firm’s cash flows
and asset values
(2) Magnitude of the financial distress costs: Depends on the relative importance of the indirect costs, varies
significantly by industry.
(3) Appropriate discount rate for distress costs: Depends on the firm’s market risk. The beta of distress costs has
opposite sign to the firm. The PV of distress costs is higher for high beta firms.
Optimal leverage: The trade-off theory states that firms should increase their leverage until it reaches the level 𝐷 ∗ for
which 𝑉 is maximised. Note the interest tax shield has present value 𝜏 ∗ 𝐷. The optimal debt choice for a firm with
low costs of financial distress is indicated by 𝐷 ∗ , etc.
Asset substitution problem: When a firm faces financial distress, shareholders can gain from decisions that increase
the risk of the firm sufficiently, even if they have a negative NPV. Thus, it is an incentive to replace low-risk assets
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with riskier ones. If the firm increases risk through a negative-NPV decision or investment, the total value of the firm
will be reduced.
Debt overhang (under-investment problem): When a firm faces financial distress, it may choose not to finance new,
positive-NPV projects. The failure to invest is costly for debt holders and the overall value of the firm. The debt
overhang can be estimated, i.e., how much leverage before a debt overhang problem occurs. Let 𝐷 and 𝐸 be the
market value of debt and equity and let 𝛽 and 𝛽 be their betas. Equity holders will benefit from the new investment
if the project’s profitability index excess the relative riskiness of the firm’s debt times its debt-equity ratio:
𝑁𝑃𝑉 𝛽 𝐷
>
𝐼 𝛽 𝐸
Agency costs and the Value of Leverage: It is the shareholders who ultimately bear the agency costs, as the initial
share price is reduced by the negative NPV of decisions. Agency costs represent a cost of increasing the firm’s
leverage affecting the optimal capital structure.
Leverage ratchet effect: Once existing debt is in place (1) shareholders may have an incentive to increase leverage
even if it decreases the value of the firm, and (2) shareholder will not have an incentive to decrease leverage by buying
back debt, even if it will increase the value of the firm.
Debt Maturity and Covenants: To mitigate the agency costs of debt, there are two actions. (1) The magnitude of
agency costs depends on the maturity of debt, so agency costs are smallest for short-term debt, and (2) loan restrictions
placed by creditors known as debt convents may be a condition.
Concentration of ownership: The use of leverage allows the original owners of the firm to maintain their equity
stake. The costs of reduced effort and excessive spending on perks are agency costs that arise when ownership is
diluted with the use of equity finance.
Reduction of wasteful investments: Managers may make negative-NPV investments motivated by empire building.
To do so, they must have cash to invest as wasteful spending is more likely when firms have high levels of cash flow
(free cash flow hypothesis). Leverage increases firm value as it commits the firm to making interest payments,
reducing excess cash flows and wasteful investment.
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As the debt level increases, the firm benefits from interest tax shield and improved incentives from management. If the
debt level is too high, firm value is reduced due to loss of tax benefits (interest exceeds EBIT), financial distress costs,
and the agency costs of leverage.
The Optimal Debt Level: The optimal debt level varies with the characteristics of the firm. R&D-intensive firms
often have low levels of leverage, while low-growth, mature firms have high levels.
Leverage as credible signal: The use of leverage to signal good information (confidence) to investors is the
signalling theory of debt. It follows from the credibility principle, saying that claims in one’s self-interest are only
credible if supported by actions that would be costly if the claims were true.
Issuing equity and adverse selection: The lemons principle says that when a seller has private information about the
value of a good, buyers will discount the price they are willing to pay due to adverse selection. Applying this to equity
markets, issuing new shares when management knows they are under-priced is costly for the original shareholders.
Managers who know securities have high value will not sell, and those who know they have low value will sell. Due
to this adverse selection, investors will be willing to pay a low price for the securities. If the firm tries to issue equity,
investors will discount the price to reflect the possibility that managers are privy to bad news.
Implications for equity issuance: Adverse selection leads to implications for equity issuance:
(1) The stock price declines on the announcement of an equity issue (signals overpricing)
(2) The stock price tens to rise prior to the announcement of an equity issue
(3) Firms tend to issue when information asymmetry is minimal, e.g., post earnings announcements.
Implications for capital structure: It is costly is issue equity that is under-priced. Thus, managers who perceive the
firm’s equity is under-priced will prefer to fund investments using retained earnings or debt rather than equity, and
vice versa. This is the pecking order hypothesis. The market timing view of capital structure says that the firm’s
overall capital structure depends in part on the market conditions when it sought funding in the past.
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6 PAYOUT POLICY
Berk & DeMarzo (2017): Chapter 17 + Session V
The way the firm chooses between the alternative uses of free cash flow is its payout policy. The alternative uses
include retaining cash and (1) investing in new projects or (2) increasing cash reserved, or paying out cash and (3)
repurchasing shares or (4) paying dividends
Dividends: If you purchase the stock on or after the ex-dividend date will not receive the dividend.
In a stock split or stock dividend, the firm issues additional shares rather than cash to shareholders.
Share repurchases: The firm uses cash to buy shares of its own outstanding stock. Three types:
● Open market repurchases: Most common. The firm announces its intentions and then proceeds to buy over time,
however, it must not be done in a way that might appear to manipulate the price
● Tender offer or Dutch auction: Shares are bought back at a prespecified price during a short period of time,
usually at a premium to the market price. Dutch auction is slightly different.
● Targeted repurchase: Shares are bought from a large shareholder and negotiates price directly.
MM dividend irrelevance says that in perfect capital markets, holding fixed the investment policy of a firm, the
firm’s choice of dividend policy is irrelevant and does not affect the initial share price. In other words, with perfect
capital markets, the choice of dividends or share repurchases is irrelevant.
Alternative 1: Pay dividend with excess cash. In a perfect capital market, the share price drops by the amount of the
dividend when the stock begins to trade ex-dividend.
Alternative 2: Share repurchase with excess cash. In PCM, an open market share repurchase does not affect the stock
price, and the stock price is the same as 𝑃 if dividends were paid instead.
● In perfect capital markets, investors are indifferent between the choice of dividends or share repurchases. By
reinvesting shares or selling shares, they can replicate either pay-out method.
Alternative 3: High dividend (equity issue). We issue equity to finance a larger dividend. The initial share value is
unchanged, and increasing the dividend has no benefit to shareholders. The number of shares increases and the
dividend increases 𝑃 stays the same.
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𝐷 𝐷 (1 − 𝑅𝑅)(1 + 𝑔)
𝑃 = 𝐷 (1 − 𝑅𝑅) + 𝑃𝑉(𝐹𝑢𝑡𝑢𝑟𝑒 𝑑𝑖𝑣𝑖𝑑𝑒𝑛𝑑𝑠) = 𝐷 (1 − 𝑅𝑅) + = 𝐷 (1 − 𝑅𝑅) +
𝑟 −𝑔 𝑟 −𝑔
𝐷
𝑃 = 𝑃𝑉(𝐹𝑢𝑡𝑢𝑟𝑒 𝑑𝑖𝑣𝑖𝑑𝑒𝑛𝑑𝑠) = =𝑃 − 𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝑑𝑖𝑣𝑖𝑑𝑒𝑛𝑑
𝑟 −𝑔
The optimal dividend policy then the dividend tax rate exceeds the capital gain tax rate is to pay no dividends. The
fact that firms still issue dividends despite tax disadvantage is the dividend puzzle.
The Effective Dividend Tax Rate: The price before the stock goes ex-dividend, 𝑃 , exceeds the price just after,
𝑃 . The price drop and dividends must be equal after taxes:
1−𝜏
𝑃 − 𝑃 = 𝐷𝑖𝑣 × = 𝐷𝑖𝑣 × (1 − 𝜏 ∗ )
1−𝜏
The effective dividend tax rate, 𝜏 ∗ , is the net tax cost to the investor per dollar of dividend income:
𝜏 −𝜏
𝜏∗ =
1−𝜏
Arbitrage argument: Prior to the ex-dividend date, the share price is 𝑃 . At the ex-dividend date, the investor
receives the dividend but must pay dividend tax. They receive a capital gains tax subsidy (a negative capital gains tax)
as the share price drops from 𝑃 to 𝑃 . Finally, the investor still owns the share which now has the price 𝑃 . As all
investors have the same tax rates, there are arbitrage opportunities around the ex-dividend date unless the equation
above is fulfilled.
Tax Differences Across Investors: The effective dividend tax rate varies across investors due to, e.g., income level,
investment horizon, tax jurisdiction and type of investment account. This creates clientele effects where the dividend
policy of a firm suits the tax preference of its investor clientele:
● Individual investors: Tax disadvantage for dividends, generally prefer share repurchase
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● Institutional investors: No tax preference, prefer dividend policy that matches income needs
● Corporations: Tax advantage for dividends
Dividend capture theory states that absent transaction costs, investors can trade shares at the time of the dividend so
that non-taxed investors receive the dividend.
Adjusting for Investor Taxes: The decision to pay out versus retain cash also affect the taxes paid by shareholders.
Corporate taxes make it costly for a firm to retain excess cash. Even after adjusting for investor taxes, retaining excess
cash brings a substantial tax disadvantage for a firm. We have
𝐷𝑖𝑣 ∗ (1 − 𝜏 ) (1 − 𝜏 )(1 − 𝜏 )
𝑃 = =𝑃 × (1 − 𝜏 ∗ )=𝑃 ∗
𝑟 ∗ (1 − 𝜏 ) (1 − 𝜏 )
𝐷𝑖𝑣 = 100 ∗ 𝑟 ∗ (1 − 𝜏 )
(1 − 𝜏 )
𝑃 = 𝑃 + 𝐷𝑖𝑣 ∗
1−𝜏
The intuition is that when a firm retains cash, it must pay corporate taxes on interest, and the investor will earn capital
gain tax on the increased value of the firm. If the firm paid cash to the shareholders instead, they could invest it and be
taxed only once on the income (single tax on interest income). The effective tax disadvantage of retaining cash is
(1 − 𝜏 )(1 − 𝜏 )
𝜏∗ = 1−
(1 − 𝜏 )
Issuance and Distress costs: Despite tax disadvantages, firms accumulate cash balances to help minimise
transactions costs of raising new capital when they have future potential cash needs. There is no benefit to
shareholders from firms holding more cash than future investment needs.
Agency costs of Retaining Cash: Agency costs may arise when holding cash, as managers may be tempted to spend
it on inefficient investments or to reducing leverage to increase job security. Dividends and share repurchase minimise
the agency problem of wasteful spending.
𝐶𝑎𝑠ℎ 𝑡𝑜 𝑏𝑒 𝑑𝑖𝑠𝑡𝑟𝑖𝑏𝑢𝑡𝑒𝑑
𝑆ℎ𝑎𝑟𝑒𝑠 𝑡𝑜 𝑏𝑒 𝑏𝑜𝑢𝑔ℎ𝑡 𝑏𝑎𝑐𝑘 =
𝐵𝑢𝑦 − 𝑏𝑎𝑐𝑘 𝑝𝑟𝑖𝑐𝑒
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Then, the number of shares to be bought back is given below. If the firm buys back 10%, a shareholder must have 10
rights to buy one share
Dividend Signalling: The idea that dividend changes reflect manager’s views about firm’s future earnings prospects
is called the dividend signalling hypothesis.
● Increase dividends when confident that the firm can afford higher dividends in the future
● Cut dividends when they have lost hope that earnings will improve
Share repurchases may be used to signal positive information, as repurchases are more attractive if management
believes the stock is undervalued at its current price.
With a stock dividend, a firm does not pay out any cash to shareholders, meaning that the total market value of the
firm’s assets and liabilities, and therefore its equity, is unchanged. As there are more shares outstanding, the stock
price will fall. Stock dividends are not taxed.
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(1) Determine unlevered free cash flows of the investment, excl. those from financing (tax shields)
(2) Compute the weighted average cost of capital (required return)
𝐸 𝐷
𝑟 = 𝑟 + 𝑟 (1 − 𝜏 )
𝐸+𝐷 𝐸+𝐷
(3) Compute the value with leverage, 𝑉 , by discounting the free cash flows of the investments using the WACC. In
other words, calculate NPV of the project using WACC as the discount rate, i.e.:
𝐹𝐶𝐹 𝐹𝐶𝐹
𝑉 = + +⋯
(1 + 𝑟 ) (1 + 𝑟 )
The debt-equity ratio must be kept constant, otherwise 𝑟 , 𝑟 and 𝑟 will change over time. Personal (investor)
taxes are accounted for implicitly when estimating 𝑟 and 𝑟 using market data.
Calculating WACC
𝐷
𝑟 =𝑟 − ∗𝜏 ∗𝑟
𝐸+𝐷
𝑟 =𝑟 +𝛽 ∗𝑟
There is a circularity requiring a simultaneous solution. The value of a levered investment with APV:
(1) Determine the investment’s value without leverage, 𝑉 , by discounting its free cash flows at the unlevered cost of
capital, 𝑟 , given by the pretax WACC, which with constant debt-equity is:
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𝐸 𝐷
𝑟 = 𝑟 + 𝑟 = 𝑃𝑟𝑒𝑡𝑎𝑥 𝑊𝐴𝐶𝐶
𝐸+𝐷 𝐸+𝐷
(2) Determine the present value of the interest tax shield. The interest paid in year 𝑡 is based on the amount
outstanding in the prior year, giving a tax shield of 𝜏 × 𝑟 × 𝐷 .When a firm maintains a target leverage ratio,
its future interest tax shield has similar risk to the project’s cash flows, so they should be discounted at the
project’s unlevered cost of capital.
(3) Add the unlevered value 𝑉 to the present value of the interest tax shield to determine the value of the investment
with leverage, 𝑉
The APV method calculates the PV of the tax shield making it better for other leverage policies.
With a constant interest coverage policy, the firm actively manages debt, so interest payments are a constant
fraction, 𝑘, of its free cash flow. The levered value of a project with such leverage policy is
With pre-determined debt levels, there is a fixed dollar amount of debt (or interest payments). We can discount the
predetermined interest tax shields using the debt cost of capital, 𝑟 . If a firm chooses to keep the level of debt at a
constant level, 𝐷, permanently, then the levered value of the project is:
𝑉 =𝑉 +𝜏 ×𝐷
(2) Compute the contribution to equity value, 𝐸, by discounting the free cash flow to equity using the equity cost of
capital, 𝑟 .
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𝐷
𝑟 =𝑟 − 𝜏 𝑟
𝐷+𝐸
The project’s financing is the incremental financing that results if the firm takes the project. It is the change in the
firm’s total debt (net of cash) with versus without the project. Remember that…
… cash is negative debt, so if the project uses excess cash, it corresponds to debt financing (𝑑 = 1)
… optimal leverage depends on project and firm characteristics, e.g., risk characteristics and financial distress
costs of the firm and how it correlated with the rest of the firm.
Leverage and the Cost of Capital: If the firm does not adjust leverage continuously, some of the interest tax shields
are known and safe. These will reduce the effect of leverage on the risk of the firm’s equity. To account for this, the
value of the ‘safe’ tax shields should be deducted from the debt.
Personal Taxes: For individuals, interest income from debt is generally taxes more heavily than income from equity.
Equity and debt cost of capital in the market already reflects the effects of investor taxes. This means the WACC
method does not change in the presence of investor taxes.
The APV method needs adjustments. Define 𝑟 ∗ as the expected return on equity income that would give investors the
same after-tax return. We have the following in place of 𝑟 :
(1 − 𝜏 )
𝑟∗ = 𝑟
(1 − 𝜏 )
𝐸 𝐷
𝑟 = 𝑟 + 𝑟∗
𝐸+𝐷 𝐸+𝐷
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… assumptions needed to use risk-adjusted cost of capital (e.g., CAPM), i.e., normally distributed cash flows,
stationarity over time, constant interest rates, and constant ‘risk’
Standard method: You estimate unconditional expected futures cash flows and their correlation with the market
(CAPM thinking). Then, you use an appropriate discount rate
Banz-Miller approach: You estimate conditional expected future cash flows (given macro states) and use market
data to figure out how to discount the conditional cash flows. It has the advantages:
(1) Easier to estimate the conditional expected future cash flows (given macro states)
(2) No (less) guess work with respect to how to discount cash flows
(3) Fairly easy to expand to real options opportunities
and
𝑁𝑃𝑉 = 𝑆𝑃 × 𝐶𝐹 + 𝑆𝑃 × 𝐶𝐹 + 𝑆𝑃 × 𝐶𝐹
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Systematic versus Unsystematic Risk: Calculate conditional expected cash flows given the systematic state (of
nature). Within each systematic state, investors will be risk neutral, since the `remaining' risk, i.e., the conditional risk
given the state, is diversifiable for the investors.
This gives us one-year state prices (given we start in normal state): Boom $0.1672, normal $0.2912, and depression
$0.5398. The sum is $0.9982, corresponding to a real interest rate of 0.18%.
Note the great effect of that the state price of the bad states are greater than those of good states.
Further, Banz and Miller (1978) set up a three-state Markov model, where state prices depend on which initial state
the economy is in.
This could be simplified to a two-states Markov model (i.e., good and bad) where the risk-neutral probabilities from
the binomial model can be used to calculate the value.
( / ( ) √ ( / ( ) √
𝐾 ≤𝑋≤𝐾 : 𝑃𝑉 𝑁 − −𝑁 −
√ √
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9 FINANCIAL OPTIONS
Berk & DeMarzo (2017): Chapter 20 + Session VII+IX
An American option can be exercised on any date up to and including the exercise date. A European option can be
exercised only on the expiration date.
If the payoff from exercising the option immediately is positive, the option is in-the-money (ITM). For calls this
means that strike price is below the stock price and vice versa for puts. If the stock price equals the strike price, the
option is at-the-money (ATM). Finally, if you would lose money by exercising an option immediately, the option is
out-of-the-money (OTM).
𝐶 = (𝑆 − 𝐾, 0)
𝑃 = 𝑚𝑎𝑥(𝐾 − 𝑆, 0)
Payoff is never negative, but profit may be as pay-out may be less than the initial cost of the option.
Short position in an option contract: The investor has an obligation to take the opposite side of the contract to the
investor who is long, given cash flows that are negative of the long positions.
Combinations of options: A straddle consists of a long put and a long call with the same strike price and should be
used if high volatility is expected. A butterfly spread should be used when the stock and strike price are expected to be
far apart. A protective put is owning the stock and the put.
𝐷𝑖𝑣
𝑃 =
𝑟 −𝑔
𝐷𝑖𝑣
𝑟 = +𝑔
𝑃
The put-call parity for European options written on a non-dividend-paying stock is given as:
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𝑆 + 𝑃 = 𝑃𝑉(𝐾) + 𝐶
𝑃 = 𝐶 − 𝑆 + 𝑃𝑉(𝐾)
K is strike price of the option, C be the call price, P is the put price, S is the stock price.
The put-call parity for European options written on a stock paying discrete dividends is given as:
𝐶 = 𝑃 + 𝑆 − 𝑃𝑉(𝐷𝑖𝑣) − 𝑃𝑉(𝐾)
Expression for the price of a European call option for a non-dividend-paying stock:
𝐶 = 𝑃 + 𝑆 − 𝑃𝑉(𝐾)
𝑆 + 𝑃 = 𝑃𝑉(𝐾) + 𝑃𝑉(𝐷𝑖𝑣) + 𝐶
The value of an option generally increases with the volatility of the stock.
Understand by considering two portfolios. Portfolio 1 consists of one European put and one underlying stock. We sell
the dividends of the stock until the option expires. Portfolio 2 consists of one European call and 𝑃𝑉(𝐾) in the riskless
security. At the time 𝑇 the realised value from either strategy is
{0 + 𝑆 = 𝑆 − 𝐾 + 𝐾 = 𝑆 𝐾 − 𝑆 + 𝑆 = 0 + 𝐾 = 𝐾 𝑖𝑓 𝑆 ≥ 𝐾 𝑖𝑓 𝑆 < 𝐾
Both portfolios have the same realisation values. None of the portfolios has any payoff during the life of the option (as
we sold the dividends of the stock). Using a no-arbitrage argument, the cost of entering the two portfolios initially is
equal, i.e., 𝑝 + 𝑆 − 𝑃𝑉 (𝐷𝑖𝑣 ) = 𝑐 + 𝑃𝑉 (𝐾)
Replicating a call: Long stock (+𝑆), long put (+𝑃), and short risk-free debt (−𝑃𝑉(𝐾))
Replicating a put: Long call (+𝐶), short stock (−𝑆), and long risk-free debt (+𝑃𝑉(𝐾))
The effect on the price of a stock option of increasing one variable while keeping all others fixed
Variable European Call European Put American Call American Put
Current stock price + - + -
Strike price - + - +
Time to expiration ? ? + +
Volatility + + + +
Risk-free rate + - + -
Amount of future dividends - + - +
The value an option would have if it expired today, it its intrinsic value. The time value of an option is the difference
between its current value and its intrinsic value. From the put-call parity
𝐶 = 𝑆 − 𝐾 + 𝑃 + 𝑑𝑖𝑠(𝐾) − 𝑃𝑉(𝐷𝑖𝑣)
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𝑃 = 𝐾 − 𝑆 + 𝐶 − 𝑑𝑖𝑠(𝐾) + 𝑃𝑉(𝐷𝑖𝑣)
Where 𝑑𝑖𝑠(𝐾) = (𝐾 × 𝑟 )/ 1 + 𝑟
If the stock has no dividends during the life of the option we have
[0, 𝑆 − 𝑃𝑉(𝐾)] ≤ 𝑐 ≤ 𝑆
As 𝑃𝑉(𝐷𝑖𝑣) ≥ 0, we have
Option Bounds on American Call options: Given the bound for European call options and the fact we know that
𝑐 ≤ 𝐶 (the same or more rights with American), we have
𝑆 − 𝐾 < 𝑆 − 𝑃𝑉(𝐾) ≤ 𝐶
Hence, it is never optimal to exercise an American call on a non-dividend paying stock early.
Option Bounds on American Put options: Given the bound for European put options and the fact we know that 𝑝 ≤
𝑃 (the same or more rights with American), we have
The upper bound is 𝐾 and not 𝑃𝑉(𝐾) as it may be optimal to exercise early and get 𝐾 immediately.
Dividend-paying Stocks: It can be optimal to exercise an American call option just before the stock goes ex-
dividend. It is only optimal is exercise a call just prior to an ex-dividend date. Put options may be optimal to exercise
if the price of the underlying is low, but not just prior to ex-dividend date.
𝐸𝑞𝑢𝑖𝑡𝑦 = 𝐶𝑎𝑙𝑙(𝐴, 𝑃, 𝑇)
Equity value can be calculated as long put with exercise price equal to the debt, long firm’s equity and short in a loan
corresponding to the debt amount.
Debt as an Option Portfolio: Debt holders effectively own the firm’s asset and have sold a call option with a strike
price equal to the required debt payment. If the value of the firm (assets) exceeds the debt payment, the call is
exercised, and debt holders receive the strike price and give up the firm.
Alternatively, corporate debt is a portfolio of riskless debt and a short position in a put option on the firm’s cash
flow with a strike price equal to the required debt payment. The put option is also referred to as a credit default swap.
The pay-off for debt as an option portfolio is seen above (R).
Debt can be calculated as long the firm’s assets and short in a call on the firm’s equity with strike as debt’s principal.
Using a put option, we have
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Debt value can be calculated as long in a risk-free debt and short a put on the firm’s equity. Risk free debt is
equivalent as the principal to be paid at maturity, and the debt is the strike of the put.
Pricing Risky Debt: Option valuations can be used to estimate the appropriate yield for risky debt, as well as to
estimate the magnitude of the agency cost problems within the firm.
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10 OPTION VALUATION
Berk & DeMarzo (2017): Chapter 21 + Session VII+IX
A replicating portfolio is a portfolio of other securities (usually the underlying and risk-free debt) that has the same
value in one period as the option. As they have the same payoff, the Law of One Price implies that the current value of
the option and the replication portfolio must be equal.
● Note that by using the Law of One Price, we can solve the price of the option without knowing the probabilities
of the states in the binomial tree.
The Binomial Pricing Formula: We replicate an option’s payoff using a replicating portfolio containing the stock
and bonds. Let 𝜟 be the number of shares purchased and 𝑩 be the initial investment in bonds. The current stock
price is 𝑆 which will either go up to 𝑆 or down to 𝑆 next period. We aim to determine the price of an option with
value 𝐶 in the up-state and 𝐶 in the down-state.
To replicate the payoff, we must solve for 𝛥 and 𝐵 in the equations below:
𝐶 = 𝛥𝑆 + (1 + 𝑟 )𝐵 and 𝐶 = 𝛥𝑆 + (1 + 𝑟 )𝐵
Finding 𝐵 from the second equation and inserting it into the first equation gives us the solution for the portfolio
weights in the replicating portfolio:
𝛥= and 𝐵= ( )
𝐶 = 𝛥𝑆 + 𝐵
𝑙𝑛 [𝑆/𝑃𝑉(𝐾)] 𝜎√𝑇
𝑑 = +
𝜎√𝑇 2
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𝑑 = 𝑑 − 𝜎√𝑇
We don’t need the expected return on the stock or risk-neutral probabilities to calculate option price.
Stock Paying Discrete Dividends: A European option on a stock that pays discrete dividends may be priced using the
Black-Scholes formula with 𝑆 (𝑣𝑎𝑙𝑢𝑒 𝑜𝑓 𝑠𝑡𝑜𝑐𝑘 𝑒𝑥𝑐𝑙𝑢𝑑𝑖𝑛𝑔 𝑑𝑖𝑣𝑖𝑑𝑒𝑛𝑑𝑠) in place of 𝑆, where
𝑆 = 𝑆 − 𝑃𝑉(𝐷𝑖𝑣)
𝑆 = 𝑆/(1 + 𝑞)
𝛥 = 𝑁(𝑑 )
𝐵 = −𝑃𝑉(𝐾)𝑁(𝑑 )
𝛥 = −[1 − 𝑁(𝑑 )]
𝐵 = 𝑃𝑉(𝐾)[1 − 𝑁(𝑑 )]
The replicating portfolio must be continuously updated. 𝛥 is the option delta giving the option price’s sensitivity to
changes in stock price, i.e., the change in option price given a $1 change in stock price.
● Risk-neutral probabilities are not needed in the Binomial or BSM models, as they are based on a replication
argument. Thus, they disregard risk preferences and expected stock returns
It is important to note that the risk-neutral probability is not the actual probability of stock price increases. It
represents how the actual probability should have to be adjusted to keep the stock price the same as in a risk-neutral
world. Also called state-contingent or martingale prices.
Now, the price of any derivative security can be obtained by discounting the expected cash flows computed using
the risk-neutral probabilities at the risk-free rate. The price of the call option is
𝑞 1−𝑞
𝐶= 𝐶 + 𝐶
1+𝑟 1+𝑟
We can compute the risk-neutral probability that makes the stock’s expected return equal to the risk-free rate:
p𝑆 + 𝑆 (1 − 𝑝)
𝑟 = −1
𝑆
1+𝑟 𝑆−𝑆
𝑝=
𝑆 −𝑆
Using risk-neutral probabilities to value Equity and Debt: Assume a firm has debt with principal 𝑃 and yield 𝑦.
The value of the firm’s assets is determined by a binomial tree. Usually, the firm will incur bankruptcy costs 𝐵𝐶 in the
down state, so 𝐸 = 0 and 𝐷 = 𝐴 . Then we have:
𝐸 = 𝐴 − 𝑃 × (1 + 𝑦) + 𝑇𝑎𝑥 𝑠ℎ𝑖𝑒𝑙𝑑
𝐸 = 𝐴 × (1 − 𝐵𝐶) − 𝐷
𝑞 × 𝐸 + (1 − 𝑞) × 𝐸
𝐸=
1+𝑟
Note that in the case of issuing debt with principal 𝐸 to buy back shares, the price after the announcement but before
the buy-back transaction is given as
𝐸+𝑃
𝑃𝑃𝑆 =
𝑆ℎ𝑎𝑟𝑒𝑠 𝑏𝑒𝑓𝑜𝑟𝑒 𝑏𝑢𝑦𝑏𝑎𝑐𝑘
𝑆𝛥 𝐵
𝛽 = 𝛽 + 𝛽
𝑆𝛥 + 𝐵 𝑆𝛥 + 𝐵
Option beta:
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𝑆𝛥
𝛽 = 𝛽
𝑆𝛥 + 𝐵
If we have 𝛽 = 0, we get
𝑆𝛥 𝑁(𝑑 )𝑆
𝛽 = 𝛽 = 𝛽
𝑆𝛥 + 𝐵 𝐶
𝑆𝛥 −𝑆[1 − 𝑁(𝑑 )]
𝛽 = 𝛽 = 𝛽
𝑆𝛥 + 𝐵 𝑃
The fraction is the ratio of the amount of money in the stock position of the replicating portfolio to the value of the
replicating portfolio (option price). This is options leverage ratio.
𝑆𝛥
Leverage ratio =
(𝑆𝛥 + 𝐵)
𝐴𝛥 (𝐸 + 𝐷)𝛥 𝐷 𝐴
𝛽 = 𝛽 = 𝛽 = 𝛥 1+ 𝛽 =𝛥 𝛽
𝐴𝛥 + 𝐵 𝐸 𝐸 𝐸
where 𝛽 is the beta of equity and 𝛽 is the beta of unlevered equity (asset).
𝐸 𝐴
𝛽 = (1 − 𝛥) 1 + 𝛽 = (1 − 𝛥) 𝛽
𝐷 𝐷
Thus, when debt is risky, the betas of equity and debt increase with leverage. The unlevered beta is
𝛽
𝛽 =
𝐷
𝛥 1+𝐸
Agency Costs of Debt: The magnitude of agency costs may be assessed using option valuation. The NPV of a project
must be higher than the profitability index given from D and E with corresponding betas. If the NPV is lower (but still
positive) the firm will reject the project because of debt overhang. This means that equity holders benefit from new
investment only if
𝑁𝑃𝑉 1 − 𝛥 𝛽 𝐷
> =
𝐼 𝛥 𝛽 𝐸
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11 REAL OPTIONS
Berk & DeMarzo (2017): Chapter 22 + Session X
A real option is the right to make a particular business decision after new information is learned. Real options usually
have a physical rather than financial underlying asset. Further, the underlying does not have to be a traded security
(replication argument may not apply)
As real option allows a decision maker to choose the most attractive alternative after new information becomes
available, the presence of real options adds value to an investment opportunity. Thus, the flexibility in investment
projects is valuable. The most common real options in capital budgeting are
Real options typically have (some kind of) dividends, therefore the optimal timing of when to exercise is an integral
part of the valuation.
Why use real options? (1) Cash flow uncertainty creates option value (not just a downside), (2) decisions can be
taken dynamically, and (3) it tries to decouple income risk and investment risk.
● Trade-off between costs from delaying investment decision (lost interim profits, etc.) and the benefit from
gaining information regarding the value of the investment by delaying.
The Decision to Invest: Use the graph below as an example. Red line is the NPV of investing today, yellow line is the
value of waiting one year to make the decision (value of call option), and black line is the value of the contract that
gives the option to invest or not invest.
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Applying Black-Scholes to Real Options: Real options can be valued using the BSM formula. We first compute the
current value of the asset without the dividends to be missed. Then 𝑆 is the current market value of the underlying
asset, 𝐾 is the upfront investment cost, 𝑇 is the final decision date, 𝑟 is the risk-free rate, 𝜎 is the volatility of asset
value, and 𝐷𝑖𝑣 is the FCF lost from delay. Note that
That is, the value of the project subtracted the cost (NPV at time 0). Using BSM, the value of waiting 𝑡 years can be
calculated (NPV at 𝑡 = 1)
Factors Affecting the Timing of Investment: When you have the option of deciding when to invest, it is usually
optimal to invest only when the NPV is substantially greater than zero.
Faced with mutually exclusive choices, we should choose the project with the higher NPV, i.e., invest today only if
the NPV of investing today exceeds the value of the option of waiting. Given the option to wait, an investment that
currently has a negative NPV can have a positive value.
Volatility: The option to wait is most valuable when there is a great deal of uncertainty regarding what the value of
the investment will be in the future.
Dividends: In the real option context, the dividends correspond to any value from the investment that we give up by
waiting. Absent dividends, a call option should not be exercised early.
An abandonment option is the option to scaling down and/or closing non-profitable projects, which can be a positive
NPV decision. When firms find themselves in a project that is losing money, they can exercise their abandonment
option and walk away.
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Valuing Growth Potential: Future growth opportunities is a collection of real call options on potential projects. The
growth component of firm value is likely riskier than the ongoing assets of the firm.
Equivalent Annual Benefit Method: Compares projects of different lengths. The EAB of a project is the constant
annuity payment over its life that is equivalent to receiving its NPV today. It implicitly assumes that the projects can
be replaced at their original terms. Using the equivalent annual benefit method might produce different
recommendations when future uncertainty is accounted for.
1 − 𝑃𝑉(𝑠𝑢𝑐𝑐𝑒𝑠𝑠)
𝐹𝑎𝑖𝑙𝑢𝑟𝑒 𝐶𝑜𝑠𝑡 𝐼𝑛𝑑𝑒𝑥 =
𝑃𝑉(𝑖𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡)
where 𝑃𝑉(𝑠𝑢𝑐𝑐𝑒𝑠𝑠) is the value at the start of the project of receiving $1 if the project succeeds (PV of risk-neutral
probability of success) and 𝑃𝑉(𝑖𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡) is the PV of the required investment.
Profitability Index Rule: Invest in a project whenever the profitability index exceeds a specific level.
𝑁𝑃𝑉
𝑃𝑟𝑜𝑓𝑖𝑡𝑎𝑏𝑖𝑙𝑖𝑡𝑦 𝐼𝑛𝑑𝑒𝑥 =
𝐼𝑛𝑖𝑡𝑖𝑎𝑙 𝑖𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡
When the investment cannot be delayed, invest when the PI is greater than zero. This method accounts for the option
to wait when there is cash flow uncertainty.
Hurdle Rate Rule: Compute NPV using the hurdle rate, a discount rate higher than cost of capital. Invest when the
NPV computed using this rate is positive. The hurdle rate is found using the callable annuity rate, i.e., the rate on a
risk-free annuity that can be repaid at any time to the risk-free rate.
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This method accounts for the option to wait when there is interest rate uncertainty. The rule helps determine whether
investing may be a cost efficient, but it does not give an accurate measure of value
● Out-of-the-money real options have value: As long as there is a change that the investment could have a
positive NPV in the future, the opportunity is still worth something.
● It may not be optimal to exercise in-the-money real options immediately: The option to delay may be worth
more than the NPV of undertaking the investment immediately.
● Waiting is valuable: Waiting resolves uncertainty by accumulating information.
● Delay investment expenses as much as possible: Waiting is valuable, thus only incur investment expenses at the
latest possible moment.
● Create value by exploiting real options: The firm must continually re-evaluate investment opportunities and
optimise its decision taking.
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● Angel investors (individual investors, usually successful entrepreneurs providing capital exchange for a share or
convertible note in the business),
● Crowd funding (GoFundMe or ICO),
● Venture capital firms (limited partnerships raising money to invest in private equity of startups)
● Private equity firms (invests in equity of existing privately held companies rather than start-ups and mainly do
leveraged buy-outs to take a public firm private),
● Institutional investors (e.g., pension funds investing directly or through a limited partnership) or
● Corporate investors (established corporations investing in equity of younger, private FIRMS).
When stock is sold to raise capital, the founder’s ownership and control of the company are reduced.
Given the pre-money valuation and the amount invested, the post-money valuation. i.e., the value of the whole firm
at the funding round price, is:
Venture capital investors hold convertible preferred stock. If issued by mature companies, it usually has preferential
dividends, liquidation and voting rights. The typical features of these securities are:
● Liquidation preference specifying a minimum amount that must be paid to the security holder before any
payments to common stockholders in case of bankruptcy, sale or merger of the firm
● Seniority over other investors to ensure they are repaid first in case of, e.g., bankruptcy
● Participation rights allowing the holder to receive both their liquidation preference and any payments to
common shareholders as though they have converted their shares.
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● Anti-dilution protection lowering the price at which investors in earlier rounds can convert their shares to
common, effectively increasing their ownership percentage.
● Board membership rights
Exiting an investment: Equity investors in private firm can exit via acquisition or a public offering.
● Advantages: Greater liquidity, better access to capital, ability to diversify for private equity investors, and access
to much larger amounts of capital though the public markets.
● Disadvantages: Regulatory and reporting requirements, undermining of the investors’ ability to monitor the
company’s management as the equity holders become more widely dispersed.
Types of Offerings: Best-effort IPO (no guarantee shares are sold, underwriter tries to get the best price), firm
commitment IPO (most common, underwriter guarantees all stock is sold at offer price), auction (tender offer), or
direct listing.
Underwriters: An underwriter is an investment bank that manages the IPO and helps the company sell its stock.
Usually, the underwriter purchases the entire issue at a slight discount and resells at offer price. This creates risk
which is managed by intentionally under-pricing the IPO or using a greenshoe provision, which allows the
underwriter to issue more stock at the IPO offer price.
IPO Puzzles: (1) IPOs are under-priced on average, (2) the number of new issues are cyclical, (3) high transaction
costs, and (4) long-run performance after an IPO is poor on average.
● Primary shares are ‘new’ money, secondary shares are existing block holders wanting to sell
Price reaction to SEO: In general, price drops and also long-run under performance due to adverse selection (p. 888).
For real options and investments, returns are riskier before capital for a new investment is injected than after. The cost
of SEO is usually 5% of raised capital.
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13 DEBT FINANCING
Berk & DeMarzo (2017): Chapter 24 + Session XIII
(1) Public Debt: Corporate bonds, i.e., securities issued by companies when raising debt. Build around a prospectus
and indenture as the formal contract between bond issuer and a trust company.
● If a bond is a bearer bond, you are only eligible for coupons if you can provide proof of ownership. If it is a
registered bond, the issuer maintains a list of all holders.
Types of corporate debt: Four typical kinds including notes, debentures, mortgage bonds, and asset-backed bonds.
Notes and debentures are unsecured; mortgage and asset-backed bonds are secured.
Seniority: As multiple unsecured bonds may exist, a bond’s seniority is important. In case of bankruptcy, senior debt
is paid in full first before subordinated debt is paid.
Bond markets: Domestic bonds are traded in a local market and denominated in a local currency but purchased by
foreigners. Foreign bonds are issued in a local market by a foreign entity denominated in a local currency.
Eurobonds are international bonds not denominated in the local currency of the country in which they are issued.
Global bonds trade in several markets simultaneously.
(2) Private Debt: Private debt is negotiated directly with a bank or a small group of investors in the form of term
loans or private placements. A term loan is a bank loan that lasts for a specific term. A private placement is a bond
issue that is sold to a small group of investors. The private debt market is larger than public debt, usually with lower
registration costs but very illiquid.
Sovereign Debt: Debt issued by governments. The US Treasury issues 4 different securities: Treasury bills, Treasury
notes, Treasury bonds, and TIPS (outstanding principal adjusted for inflation).
Municipal Bonds: Issued by state and local governments. Their distinguishing characteristic is that the income on
municipal bonds is not taxable at the federal level. Often pays a semi-annual floating or fixed coupon. Differ in terms
of the source of funds that guarantee them.
Asset-Backed Securities: An asset-backed security (ABS) is a security made up of other financial securities, i.e., the
security’s cash flows come from the cash flows of the underlying financial securities that “back” them. A mortgage-
backed security (MBS) is an ABS backed by home mortgages. Holders of these face prepayment risk – the risk that
the bond will be partially (or wholly) repaid earlier than expected. Holders of privately issued mortgage-backed
securities also face default risk.
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A callable bond will generally trade at a lower price (and therefore a higher yield) than an equivalent non-callable
bond, as the holder of a callable bond faces reinvestment price exactly when market rates are lower than the coupon
rate, she is receiving making callable bonds less attractive.
The yield to maturity (YTM) is defined as the discount rate that sets the present value of the promised payment equal
to the current price, i.e., ignoring the call feature. For a bond callable at par (100)
𝐶 1 100
𝐵𝑜𝑛𝑑 𝑝𝑟𝑖𝑐𝑒 = ∗ 1− +
𝑌𝑇𝑀 (1 + 𝑌𝑇𝑀) (1 + 𝑌𝑇𝑀)
The yield to call (YTC) is the annual yield of a callable bond assuming that the bond is called at the earliest
opportunity. YTC will be higher than an identical non-callable bond maturing on the call date. For a bond callable at
par (100), where 𝑇𝑇𝐶 is time to call.
𝐶 1 100
𝐵𝑜𝑛𝑑 𝑝𝑟𝑖𝑐𝑒 = ∗ 1− +
𝑌𝑇𝐶 (1 + 𝑌𝑇𝐶) (1 + 𝑌𝑇𝐶)
Sinking Funds: Another way in which a bond is repaid before maturity is by periodically repurchasing part of the
debt through a sinking fund. In this way, the amount of outstanding debt is reduced without affecting the cash flows of
the remaining bonds.
Convertible Provisions: Some corporate bonds, convertible bonds, have a provision that allows the holder to
convert them into equity. This is an option to convert each bond owned into a fixed number of shares of common
stock at the conversion ratio. This is a regular bond plus a special type of call options (warrant, call on new stock).
As options always have a positive value, a convertible bond is worth more than an identical straight bond.
Consequently, the convertible debt carries a lower interest rate than other comparable non-convertible debt.
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14 LEASING
Berk & DeMarzo (2017): Chapter 25+ Session XV
A lease is a contract between two parties. The lessee is liable for periodic payments in exchange for the right to use
the asset. The lessor is the owner of the asset, who is intitled to the lease payments upfront in exchange for lending the
asset. There are many types of lease transactions…
● In a sales-type lease, the lessor is the manufacturer or primary dealer of the asset.
● In a direct lease, the lessor is an independent firm specialised in purchasing and leasing assets.
● In a leveraged lease, the lessor finances the asset by debt using the lease payments to pay off
● A synthetic lease is an operating lease for accounting or tax purposes, usually made through special-purpose
entities (SPE), which are created by the lessee for the sole purpose of the lease.
If a firm owns an asset it would prefer to lease, it can arrange a sale and leaseback transaction, where the lessee
receives cash from the sale of the asset and makes lease payments to retain its use.
End-of-Term Options: The lessee often has an option to buy the asset at the termination of the lease, e.g., in a fair
market value (FMV) lease, a $1.00 out lease, a fixed price lease or a FMV cap lease.
Lease Payments and Residual Value: The cost of the lease will depend on the asset’s residual value, which is its
market value at the end of the lease. In a perfect market, the cost of leasing is equivalent to the cost of purchasing and
reselling the asset, that is
Leases Versus Loans: In a perfect market, the cost of leasing and then purchasing the asset is equivalent to the cost
of borrowing to purchase the asset, that is
Lease Accounting: The FASB recognizes two types of leases based on lease terms. In general, a lease is viewed as an
operating lease if the leasing period is shorter than the economic life of the asset
● An operating lease is viewed as a rental for accounting purposes. The lessee reports the lease payments as an
operating expense, depreciation cannot be deducted, and the asset (or the lease payment liability) is not reported
on its balance sheet.
● A capital lease (finance lease) is viewed as an acquisition for accounting purposes. The asset is listed on the
lessee’s balance sheet and the lessee incurs depreciation expenses for the asset. The present value of future lease
payments is listed as a liability, and the interest proportion of the lease payment is deducted as an interest expense.
Tax treatment: The IRS separates leases into two broad categories
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● In a true tax lease, the lessor receives the depreciation deductions associated with the ownership of the asset, and
the lessee deducts lease payments as an operating expense (operating lease).
● A non-tax lease is treated as a loan for tax purposes, so the lessee must depreciate the asset and can expense only
the interest portion of the lease payments (capital lease).
Bankruptcy: The treatment of the assets with bankruptcy depends on the lease type:
● In a true lease, the lessor retains ownership rights of the asset so it can be seized absent payments
● In a security interest lease, the lessor is treated like any other creditor with secure debt.
Lease Versus Buy (Unfair Comparison): The comparison of leasing versus buying is unfair, as leasing is a form of
financing (commitment to an obligation, could trigger financial distress), so it should be compared with other
financing options.
Lease Versus Buy-and-Borrow (Fair Comparison): To compare leasing to buy-and-borrow, we must determine the
lease-equivalent loan, that is, the loan required on the purchase of the asset that leaves the purchaser with the same
obligations as the lessee would have. We first compute the incremental cash flows from leasing versus buying. The
future incremental cash flows are the after-tax payments the firm will make on the loan. Then, the initial balance of
the lease-equivalent loan is the present value of the cash-flows using the after-tax cost of debt.
Because the incremental cash flows from leasing are relatively safe, 𝑟 = 𝑟 , and so 𝑟 = 𝑟 (1 − 𝜏 ) – note that
slides say 𝑟 = 𝑟 . Thus, we can compare leasing to buying the asset using equivalent leverage by discounting the
incremental cash flows of leasing using the after-tax borrowing rate.
NPV of buying and borrowing: The benefits of buying and borrowing are tax benefits of depreciation costs, tax
benefits of borrowing, and the opportunity of keeping the asset after the leasing period. The costs are the acquisition
costs, 𝑃. So, the NPV of buying-and-borrowing is:
𝑆 1 1 𝑆
𝑁𝑃𝑉 = 𝜏 𝑃𝑉 (𝐷𝑒𝑝𝑟𝑒𝑐𝑖𝑎𝑡𝑖𝑜𝑛𝑠) + −𝑃 =𝜏 𝑑 1− + −𝑃
(1 + 𝑟 ) 𝑟 (1 + 𝑟 ) (1 + 𝑟 )
NPV of leasing: The cost of leasing are the periodic leasing costs. So, the NPV is
1 1
𝑁𝑃𝑉 = −(1 − 𝜏 )𝐿 1 + 1−
𝑟 (1 + 𝑟 )
NPV of the difference in leasing and buy-and-borrow: Combined we have the following. If the is negative, we
should choose to lease over buy-and-borrow
1 1 1
𝑁𝑃𝑉 = (1 − 𝜏 )𝐿 1 + 1− + 𝜏 𝑃𝑉 (𝐷𝑒𝑝𝑟𝑒𝑐𝑖𝑎𝑡𝑖𝑜𝑛𝑠) + 𝑆 −𝑃
𝑟 (1 + 𝑟 ) (1 + 𝑟 )
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Lease Equivalent Loan: Given as the incremental NPV excluding year 0, that is lease payment in year 0 and initial
investment costs:
1 1 1
𝑃𝑉 = (1 − 𝜏 )𝐿 + ⋯+ + 𝜏 𝑃𝑉 (𝐷𝑒𝑝𝑟𝑒𝑐𝑖𝑎𝑡𝑖𝑜𝑛𝑠) + 𝑆
(1 + 𝑟 ) (1 + 𝑟 ) (1 + 𝑟 )
Break-Even Lease Rate: From the lessor’s point of view, we have a leasing income 𝐿 at 𝑡 = 0,1, … , 𝑛 − 1, tax value
of depreciations 𝑑 at 𝑡 = 0,1, … , 𝑛 − 1, 𝑛 (or shorter), acquiring the leasing object −𝑃 at 𝑡 = 0, and a scrap value of
leasing object 𝑆 at time 𝑛. The cost of capital us 𝑟 = (1 − 𝜏 )𝑟 . So, the free cash flows are
1 1 1
(1 − 𝜏 )𝐿 1 + 1− + 𝜏 𝑃𝑉 (𝐷𝑒𝑝𝑟𝑒𝑐𝑖𝑎𝑡𝑖𝑜𝑛𝑠) + 𝑆 −𝑃 = 0
𝑟 (1 + 𝑟 ) (1 + 𝑟 )
1 1 1 1 1
(1 − 𝜏 )𝐿 1 + 1− +𝜏 𝑑 1− +𝑆 −𝑃 =0
𝑟 (1 + 𝑟 ) 𝑟 (1 + 𝑟 ) (1 + 𝑟 )
(1) Compute the incremental cash flows for leasing versus buying, and include the depreciation tax shield (if
buying) and the tax deductibility of the lease payments (if leasing)
(2) Compute the NPV by discounting the incremental cash flows at the after-tax borrowing rate
If the NPV is negative, the firm should not lease but rather acquire the asset using an optimal amount of leverage. If
the NPV is positive, leasing is ad advantage over traditional debt financing.
(1) tax differences, as with a true tax lease, the lessee replaces depreciation and interest tax reductions with a
deduction for the lease payments. Generally speaking, a true tax lease is beneficial if…
…if lessor is in a higher tax bracket than lessee, and the asset depreciates quicker than the payments
… if lessor is in a lower tax bracket than lessee, and the asset depreciates slower than the payments
(2) reduced resale costs if the firm only needs to use the asset for a short time.
(3) efficiency gains from specialization as lessors often has efficiency advantages over lessees
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(4) reduced distress costs and increased debt capacity as lease obligations effectively have higher priority and
lower risk than even secured debt, so it is more attractive.
(5) mitigating debt overhang, as because of the lease’s effective seniority, it allows the firm to finance its expansion
wile segregating the claim on new assets, thus overcoming the debt overhang.
(6) transferring risk as leasing allows the party best able to bear the risk to hold it.
(7) improved incentives if the lessor is the manufacturer, as a lease provides the manufacturer with an incentive to
produce a high-quality, durable product.
(1) avoiding capital expenditure controls. Some managers will choose to lease rather than purchase to avoid
scrutiny from superiors that accompanies large capital expenditures.
(2) preserving capital. A lease is not 100% financing (no down payment), but only has an advantage from its
differential treatment for tax purposes and in bankruptcy.
(3) reducing leverage through off-balance-sheet financing. By having a capital lease, the firm can avoid listing the
long-term lease as a liability and thus increase leverage without increasing the debt-to-equity ratio. However, lease
commitments are liabilities and have the same effect on return of risk as other forms of leverage do.
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15 SHORT-TERM FINANCING
Berk & DeMarzo (2017): Chapter 26-27
Firm Value and Working Capital: Reducing working capital requirements generates a positive free cash flow to be
distributed to shareholders. Manging working capital will maximise firm value.
𝐶𝐶𝐶(𝐶𝑎𝑠ℎ 𝐶𝑜𝑛𝑣𝑒𝑟𝑠𝑖𝑜𝑛 𝑐𝑦𝑐𝑙𝑒) = 𝐴𝑐𝑐𝑜𝑢𝑛𝑡𝑠 𝑅𝑒𝑐𝑒𝑖𝑣𝑎𝑏𝑙𝑒 𝐷𝑎𝑦𝑠 + 𝐼𝑛𝑣𝑒𝑛𝑡𝑜𝑟𝑦 𝐷𝑎𝑦𝑠 − 𝐴𝑐𝑐𝑜𝑢𝑛𝑡𝑠 𝑃𝑎𝑦𝑎𝑏𝑙𝑒 𝐷𝑎𝑦𝑠
𝐴𝑐𝑐𝑜𝑢𝑛𝑡𝑠 𝑟𝑒𝑐𝑒𝑖𝑣𝑎𝑏𝑙𝑒
𝐴𝑐𝑐𝑜𝑢𝑛𝑡𝑠 𝑅𝑒𝑐𝑒𝑖𝑣𝑎𝑏𝑙𝑒 𝐷𝑎𝑦𝑠 =
𝐴𝑣𝑒𝑟𝑎𝑔𝑒 𝐷𝑎𝑖𝑙𝑦 𝑆𝑎𝑙𝑒𝑠
𝐼𝑛𝑣𝑒𝑛𝑡𝑜𝑟𝑦
𝐼𝑛𝑣𝑒𝑛𝑡𝑜𝑟𝑦 𝐷𝑎𝑦𝑠 =
𝐴𝑣𝑒𝑟𝑎𝑔𝑒 𝐷𝑎𝑖𝑙𝑦 𝐶𝑜𝑠𝑡 𝑜𝑓 𝐺𝑜𝑜𝑑𝑠 𝑆𝑜𝑙𝑑
𝐴𝑐𝑐𝑜𝑢𝑛𝑡𝑠 𝑃𝑎𝑦𝑎𝑏𝑙𝑒
𝐴𝑐𝑐𝑜𝑢𝑛𝑡𝑠 𝑃𝑎𝑦𝑎𝑏𝑙𝑒 𝐷𝑎𝑦𝑠 =
𝐴𝑣𝑒𝑟𝑎𝑔𝑒 𝐷𝑎𝑖𝑙𝑦 𝐶𝑜𝑠𝑡 𝑜𝑓 𝐺𝑜𝑜𝑑𝑠 𝑆𝑜𝑙𝑑
● A firm should compare the cost of trade credit with the cost of alternative sources of financing in deciding
whether to use the trade credit offered.
Reasons for trade credit: (1) An indirect way to lower prices for only certain customers, and (2) may be advantages
in making loans to customers relative to other potential sources of credit due to their ongoing business relationship.
Float: The delay between the time a bill is paid and the cash is actually received.
● Accounts receivable days: Average number of days for the firm to collect its sales.
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● Aging schedule: Categorises accounts by number of days they have been on the firm’s books.
Accounts Payables: A firm should only borrow using accounts payable if trade credit is the cheapest source of
funding. Further, a firm should monitor accounts payable and ensure that they are making payments at an optimal
time. This can be done by calculating accounts payable days outstanding.
Inventory Management: Firms hold inventory to avoid lost sales due to stock-outs and because of factors such as
seasonal demand. Excessive inventory uses cash, so efficient inventory management increases the firm’s free cash
flow and thus increases firm value. The costs of inventory include acquisition costs, order costs, and carrying costs
(storage, insurance, etc.).
Cash Management: Holding excess cash has a tax disadvantage. Still, a firm will hold cash to meet its day-to-day
needs, to compensate for cash flow uncertainty and to satisfy bank requirements. If the need to hold cash is reduced,
the funds can be invested in different short-term (alternative) securities.
Reasons for Short-Term Financing: Seasonal working capital requirements, negative cash flow shocks, or positive
cash flow shocks.
The Matching Principle: Specifies that short-term needs for funds should be financed with short-term sources of
funds, and long-term needs with long-term sources of funds.
● Permanent working capital is the amount the firm must keep invested in its short-term asset to support is
continuing operations.
● Temporary working capital is the difference between the actual level of investment in short-term assets and the
permanent working capital investment.
Financing Policy Choices: Financing permanent working capital with short-term debt is an aggressive financing
policy. Financing short-term needs with long-term debt is a conservative policy.
Short-Term Financing with Bank Loans: Bank loans are a primary source of short-term financing, especially for
small firms. The types are:
(1) Single, end-of-period payment loan, which is the most straightforward type of bank loan. The firm pays interest
on the loan and pay back the principal in one lump sum at the end of the loan.
(2) Lines of credit allow a firm to borrow any amount up to a stated maximum. The line of credit may be
uncommitted, which is a nonbinding informal agreement, or may more typically be committed. Lines of credit is
often used to finance seasonal needs.
(3) A bridge loan is a short-term loan used to bridge the gap until long-term financing is arranged.
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Short-Term Financing with Commercial Paper: Commercial paper is a method of short-term financing that is
usually available only to large firms. A low-cost alternative to a short-term bank loan for firms with access to the
commercial paper market.
Short-Term Financing with Secured Financing: Short-term loans may also be structured as secured loans, which
are loans collateralised with short-term assets – most typically the firm’s accounts receivable and inventory.
Accounts receivable may be either pledged as security for a loan or factored. In a factoring arrangement, the accounts
receivable are sold to the lender (or factor), and the firm’s customers are usually instructed to make payments directly
to the factor.
Inventory can be used as collateral for a loan in several ways: a floating lien (also called a general or blanket lien), a
trust receipts loan (or floor planning), or a warehouse arrangement. These arrangements vary in the extent to which
specific items of inventory are identified as collateral; consequently, they vary in the amount of risk the lender faces.
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The takeover market is characterised by merger waves, which are peaks of heavy activity following by quiet periods
of few transactions. Merger activity is greater during economic expansions.
Types of Mergers: If the target and acquirer are in the same industry, the merger is a horizontal merger. If the
target’s industry buys or sells the acquirers industry, it is a vertical merger. If the target and acquirer operate in
unrelate businesses, it is a conglomerate merger.
● When the bid is announced, target shareholders enjoy a gain of 15% on average in stock price
● Acquirer shareholders see an average gain of 1%, in half the transactions the price decreases.
Economies of Scale and Scope: Mergers can create economies of scale, i.e., cost savings from producing in large
volumes, and economies of scope, i.e., cost savings from removing redundancies.
Vertical Integration: When two companies in the same industry making products required at different stages of the
production cycle merge, there is a synergy from improved supply chain coordination
Expertise: The skilled labour, talent, local knowledge, etc. gained from the acquired company
Monopoly Gains: Merging with a major rival creates monopolistic power and reduces competition, enabling the firm
to increase prices and profit. Society bears the cost, so anti-trust laws against it.
Efficiency Gains: Improvements in operating efficiency through elimination of duplication. However, takeovers
relying on improvement of target management are difficult to complete.
Tax Savings from Operating Losses: A conglomerate has tax advantages as losses in one division can be offset by
profits in another. Thus, you reduce variance on earnings.
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● Risk reduction: Large firms carry less idiosyncratic risk. However, this ignores that investors can do their own
diversification in their portfolios. Further, large firms may increase agency costs.
● Debt capacity and borrowing costs: Larger debt capacity and larger tax savings due to the lower bankruptcy
costs (that is, lower probability of bankruptcy).
● Liquidity: Owners of privately held targets can benefit from being able to cash out and reinvest in a diversified
portfolio. Often an important incentive to get target shareholders to agree.
Earnings growth: It is possible to merge two companies and increase the earnings per share even when the merger
itself created no economic value. However, this key figure is tainted, which can be seen from the price-to-earnings
ratio (would fall).
Managerial Motives to Merge: While all other reasons are economically motivated and shareholder-driven,
managers may have their own reasons to merge.
● Conflicts of Interest: Managers may want to build an empire due to additional pay and prestige.
● Overconfidence: Managers are often overconfident in their abilities. They believe they are acting in the interest
of shareholder, but irrationally overestimate their abilities.
From the bidder’s standpoint, the benefit from the transaction is given as
From the bidder’s perspective, the takeover is a positive NPV project if the premium paid does not exceed the
synergies created. The bidder’s stock price reaction to the announcement of the merger is one way to gauge investors’
assessments of whether the bidder overpaid or underpaid for the target.
… (1) cash or (2) a stock-swap, where the bidder issues new stock and gives to target shareholders
The “price” offered is determined by the exchange ratio – the number of bidder shares received in exchange for each
target share – multiplied by the market price of the acquirer’s stock.
A – the premerger or stand alone, value of the acquirer; T – the premerger (stand-alone) value of the target. S
– the value of the synergies created by the merger. If the acquirer has 𝑵𝑨 shares outstanding before the merger,
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at share price 𝑷𝑨 , and issues x new shares to pay for the target, then acquirer’s share price should increase
post-acquisition if
𝑨+𝑻+𝑺 𝑨
> = 𝑷𝑨
𝑵𝑨 + 𝒙 𝑵𝑨
𝑥𝑃 < 𝑇 + 𝑆
Maximum exchange rate that the acquirer should offer is on the book… if you need it!
In a cash offer: Let 𝑃 denote the share price for the target and 𝑃 for the acquirer. Then we have
𝑃 = 𝑂𝑓𝑓𝑒𝑟 𝑃𝑟𝑖𝑐𝑒
𝑀𝑎𝑟𝑘𝑒𝑡 𝑐𝑎𝑝 − 𝑀𝑎𝑟𝑘𝑒𝑡 𝑐𝑎𝑝 + 𝑆𝑦𝑛𝑒𝑟𝑔𝑖𝑒𝑠 − 𝑂𝑓𝑓𝑒𝑟 𝑝𝑟𝑖𝑐𝑒 × #𝑠ℎ𝑎𝑟𝑒𝑠 𝑓𝑜𝑟 𝑡𝑎𝑟𝑔𝑒𝑡
𝑃 =
#𝑠ℎ𝑎𝑟𝑒𝑠 𝑓𝑜𝑟 𝑎𝑐𝑞𝑢𝑖𝑟𝑒𝑟
In a stock offer: The price offered is determined by the exchange ratio – the number of bidder shares received in
exchange for each target share – multiplied by the market price of the acquirer’s stock. Let 𝑃 denote the share price.
Then we have
𝑃
𝐸𝑥𝑐ℎ𝑎𝑛𝑔𝑒 𝑟𝑎𝑡𝑖𝑜 =
𝑃
𝑃 = 𝑃 × 𝐸𝑥𝑐ℎ𝑎𝑛𝑔𝑒 𝑟𝑎𝑡𝑖𝑜
In a cash AND stock offer: Same procedure as a regular stock offer, but remember to subtract the cash payments from
equity and the share price of the target at the very end should have this added to their share price as cash per share.
E.g., 10 cash over 1 share would mean that the share price should be 10 more than the one calculated from the
exchange ratio!
From the slides: Let 𝐴 be the premerger value of the acquirer and 𝑇 be the premerger value of the target. Let 𝑆 be the
value of the synergies created by the merger. If the acquirer has 𝑁 shares before the merger at share price 𝑃 , and
issues 𝑥 new shares to pay for the target, then the acquirer’s share price post-acquisition (the merged firm), 𝑃 , should
increase if
𝐴+𝑇+𝑆 𝐴
𝑃 = > =𝑃
𝑁 +𝑥 𝑁
The condition for the acquirer to earn a positive NPV is that the value of the shares offered 𝑥𝑃 must be less than the
value of the target plus synergies creates, that is
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𝑥𝑃 < 𝑇 + 𝑆
Let 𝑃 = 𝑇/𝑁 be the pre-merger value of the target, then the maximum exchange ratio the acquirer should offer is
given as
𝑥 𝑁 𝑃 +𝑆 𝑃 𝑆 𝑃 𝑆
𝐸𝑥𝑐ℎ𝑎𝑛𝑔𝑒 𝑟𝑎𝑡𝑖𝑜 = < = 1+ = 1+
𝑁 𝑁 𝑃 𝑃 𝑁 𝑃 𝑃 𝑇
Merger Arbitrage: A tender offer is no guarantee that the takeover will take at this price. Even if the acquirer offers a
premium, the board or regulators may not approve. This uncertainty means the market price generally does not rise
by the amount of the premium when the takeover is announced. The uncertainty creates opportunity for risk
arbitrageurs to speculate on the outcome of the deal. It is not true arbitrage as there is risk the deal will not go
through. The difference between the target’s stock price and the implied offer price is the merger-arbitrage spread.
Tax and Accounting Issues: The method used to pay for the acquired firm has implications. Cash triggers an
immediate tax liability for target shareholders. With stock swaps, the tax is deferred.
● Friendly takeovers: Target board supports the merger and negotiates with the acquirers
● Hostile takeovers: Target board opposes the merger (the board should act in its shareholders’ interest). The
acquirer must garner enough shares to take control and replace the board
The board may reject if (1) they legitimately believe the offer price is too low, (2) if the offer is a stock-swap the
target management may believe the acquirer’s share are overvalued, or (3) they are acting in their own self-interest –
especially if the motivation for the takeover is efficiency gains.
Poison Pill: A rights offering giving existing target shareholders the right to buy shares in the target at a deeply
discounted price once certain conditions are met. Because target shareholders can purchase shares at less than market
price, it dilutes the value of any shares held by the acquirer.
By adopting a poison pill, a firm entrenches its management by making it much more difficult for shareholders to
replace bad managers. A firm’s stock price typically drops using this strategy.
A poison pill increases the cost of a takeover (for the acquirer), so a target company must be in worse shape to justify
the expense of waging a takeover battle. The equilibrium price after poison pill is
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Staggered Boards: Prevents a bidder from acquiring control over the board in a short period of time. This means that
only one third of board members are up for election each year. Thus, if a bidder’s candidates win board sets, they only
control a minority of the board.
White Knights: When a hostile takeover appears inevitable, a target company will sometimes look for a friendly
bidder to acquire it (a white knight),
Golden Parachutes: These are lucrative severance packages to senior management as an incentive to not work
against a takeover. These lessens the likelihood of management entrenchment.
Recapitalisation: Changing the capital structure of the firm to make themselves a less attractive target by e.g.
reducing unused debt capacity or paying out cash in a dividend.
Other Defensive Strategies: Super majority among existing shareholders needed for merger approval
The Free Rider Problem: When a bidder makes a tender offer, the target shareholders can benefit by keeping their
shares and letting other shareholders sell at a low price (because the merger creates synergies and increase value).
However, all shareholders have the incentive to keep their shares, so no one will sell unless they also get a share of the
benefits. So, there are no benefits left for the acquirer.
Toeholds: Acquirers can try to secretly buy up a toehold on the market before declaring their intension to mitigate the
free rider problem. Typically 10% of the shares can be acquired this way.
The Leveraged Buyout: Borrowing money to buy the shares through a shell corporation by pledging the shares
themselves as collateral on the loan. If takeover is successful, the shell can be merged with the target, so the loan will
be serviced by the target, and the acquirer effectively never pays for them.
𝐸
𝑆ℎ𝑎𝑟𝑒𝑠 𝑡𝑜 𝑟𝑒𝑡𝑎𝑖𝑛 =
𝑃
The number of shares needed to retain to reach the equilibrium price – the price at which shareholders are indifferent
between tendering and not tendering their shares is seen above.
The Freezeout Merger: The acquiring company can freeze existing shareholder out of the gains from merging by
forcing non-tendering shareholders to sell their shares for the offer price.
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5) DERIVATION WACC
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