Professional Documents
Culture Documents
Financing Decisions
•Hertz Global Holdings Inc. (Oct 2021) placed an order for 100,000 EVs with Tesla
• The cars will be delivered over the next 14 months, and Tesla’s Model 3 sedans would be available to
rent at Hertz locations in major U.S. markets and parts of Europe
• The single-largest purchase ever for electric vehicles (Evs), and represents about $4.2 billion of revenue
for Tesla
•Etisalat completed the acquisition of German Cybersecurity giant Help AG, Feb 2020
• UAE based multinational telecommunication company
• Enable creation of a strong cyber security unit in the region, and strengthen Etisalat’s cloud, IOT, AI, Big
data and analytics lines of business
Growth Opportunities
•Wipro Ltd. undertook its biggest acquisition by acquiring Capco (The Capital Markets Co NV) for
USD 1.45 billion (March 2021)
• IT consulting firm based in the UK
• The target services the financial services industry across the American sub-continent, Europe and Asia-
Pacific regions (Srinath Srinivasan 2021).
•KKR acquired majority stake in JB Chemicals & Pharmaceuticals for approx. $ 500 million, Jul
2020
• Carlyle to acquire 20% stake in Piramal Pharma Ltd. for approx. $490 million, Jul 2020
Growth Opportunities
•Ultratech Cement to invest $ 740 million in capacity expansion, Dec 2020
• Increase its capacity by 12.8 million tonne per annum
•Tata Starbucks, a 50:50 joint venture between coffee store chain Starbucks and Tata Global
Beverages
• Aug 2019: Planned to open 30 stores across cities in India. Investment required is INR 15 to 20 million
Core Functions: Investment decisions
§Investment decision
§ Capital Budgeting Decision
§ Which Real Assets the firm should acquire?
§ Real Assets: Assets used to produce goods and services.
• Decision to invest in tangible (eg. PPE) or intangible assets (eg. R&D, patents, trademarks)
…also called Capital Expenditures or (CAPEX) decisions
• Includes decisions not to invest as well
•Principle: Invest in assets that earn a return greater than the minimum acceptable rate of
return
• Opportunity cost of capital (Hurdle rate)
• The hurdle rate based on - Time value of money + Riskiness of the investment
Examples
•Online food delivery platform Zomato raised approx. USD 1.26 billion in IPO in July 2021
• 38 times oversubscription
•Clean Science rasied approx. INR 1546 crores IPO in July 2021
• Clean Science IPO has been subscribed 93.41 times
•Raymond plans to raise INR 100 crores by Issuing Non-Convertible Debentures (Dec 2021)
•Barbeque nation raised INR 453.6 crores in IPO in Mar 2021
• Burger King raised Rs. 810 crores Dec 2020: IPO received a stellar debut in terms of oversubscription
and stock market prices on getting listed
•Tata Capital Financial Services raised Non-convertible Debentures in Aug 2019
• Issue size approx. INR. 2157 crores, CRISIL and CARE rated it AAA, listed on BSE & NSE
• Tata Capital Housing Finance (subsidiary of Tata Capital) to raise INR 2000 crores (issue closed on 17th
Jan’20)
Examples
•IRCTC raised INR 645 crores for 12.6% stake
• IPO in Oct 2019, shares were issued at INR 320
•Bandhan Bank
• Mar, 2018: Completed an IPO of upto Rs. 4500 crores
•Aston Martin
• Went for an IPO in September 2018 on LSE
Core Functions: Investment, financing and Earnings
Distribution decisions
§Financing decision = Sale of financial assets
§ Financial Assets: Financial Claims ( or Securities): To pay for real assets, the corporation sells claims on
the assets and on the cash flow that they will generate
§ How to raise money to pay for investments in real assets?
§ Also includes, meeting obligations to banks, bondholders, stockholders that contribute financing
§Principle: If you cannot find investments that make your minimum acceptable rate, consider
returning the cash to investors
§ How much cash you can return depends upon current & potential investment opportunities
A thought exercise
What Fundamental trade-off a Financial Manager faces?
Fundamental trade-off for corporate
investment decisions
Cash
Investment
Investment
Financial Opportunity
Opportunity Shareholders
Manager (Financial
(Real Asset)
Assets)
Ref. Brealey, R. A., Myers, S. C., Allen, F., & Mohanty, P. (2015). Chapter 5. Principles of corporate finance. Tata McGraw-Hill Education. Referred to as BM
hereafter.
Value: A Leitmotif
•A Key Goal
• Maximize shareholder value by identifying investments and financing arrangements that
favourably impact shareholder wealth
•By creating more cash than it uses (in present value terms) – a firm creates Value
•Hence, the Value of an Investment /Asset / Project
"#! "#" "## "#$
𝐶𝐹! + + + + …… +
(%&'! )! (%&'" )" (%&'# )# (%&'$ )$
Brealey, R. A., Myers, S. C., Allen, F., & Mohanty, P. (2015). Chapter 6. Principles of corporate finance. Tata McGraw-Hill Education.
•Leading international mining group, second largest metals and mining company
•Listed on London Stock Exchange and Australian Securities Exchange
•Major products are aluminium, copper, diamonds, coal, uranium, gold, industrial minerals
(borax, titanium dioxide, salt, talc), and iron ore.
•Major presence in Australia and North America with significant businesses in South America,
Asia, Europe and Africa.
Rio Tinto
Numerical example
Thank you
Session 2, 3 and 4. Investment Decision
Rules – Part I
PGP, IIM INDORE
CFO Decision Tools
What is the net present value if the minimum required return is 10%?
Net Present Value
What is the net present value if the minimum required return is 10%?
Why Use Net Present Value?
•Accepting positive NPV projects benefits shareholders.
• You select projects that are value creating
•NPV uses cash flows
•NPV uses all the cash flows of the project
•NPV considers the time value of money
Payback Period Method
•How long does it take the project to “pay back” its initial investment?
•Number of years before cumulative cash flow equals initial outlay
•Payback Period = number of years taken to recover initial costs
Payback Period Method: An Example
0 -1000 -1000
1 500 100
2 400 300
3 300 400
4 100 600
Downside - if the cut off is 3 years (for example), then the subsequent year’s cash flows are ignored
The Internal Rate of Return
•IRR is defined as the discount rate that makes NPV equal to zero.
• It is a rate of return that is internal to the project
•Illustration
Internal Rate of Return: Illustration
◦ Tool A costs 4,000. Investment will generate Rs. 2,000 and Rs. 4,000
in cash flows for two years. What is the IRR?
◦ Hint – IRR is between 25 and 30%
2,000 4,000
NPV = -4,000 + 1
+ 2
=0
(1 + IRR ) (1 + IRR )
IRR = 28.08%
Internal Rate of Return - Plotting the NPV Profile
The graphical method can be
used to calculate the IRR, but
it is time consuming.
The Internal Rate of Return: Application
•The discount rate that makes NPV equal to zero.
•General application - Minimum Acceptance Criteria: Accept if the IRR
exceeds the minimum required rate of return
•Ranking Criteria: Select alternative with the highest IRR
• To exercise caution while ranking (ref. discussions on mutually exclusive
projects)
Internal Rate of Return: Pitfall 1
Which project would you choose as per NPV approach? As per IRR approach?
Internal Rate of Return
Pitfall 1: Lending or Borrowing?
◦ NPV of project increases as discount rate increases for some cash
flows
◦ Decision criteria – Borrowing – Accept the project if the IRR is less
than the opportunity cost of capital
Internal Rate of Return
◦ Examples of costs occurring later – abandonment expenditure, asset
retirement obligation, decommission costs, scheduled maintenance.
◦ What is the IRR for the following project?
Internal Rate of Return
Pitfall 2: Multiple Rates of Return
◦ Certain cash flows generate NPV = 0 at different discount rates
◦ IRR% of 3.5% and 19.54%
◦ Examples of costs occurring later – abandonment expenditure, asset
retirement obligation, decommission costs.
◦ What is the IRR for the following project?
Multiple Rates of Return
The project has positive NPV for discount rates between 3.5% and 19.54%
References
Brealey, R. A., Myers, S. C., Allen, F., & Mohanty, P. (2015). Principles of corporate finance. Tata
McGraw-Hill Education. Referred to as BM hereafter.
◦ BM: Ch. 5 and 6
Session 2, 3 and 4. Investment Decision
Rules – Part II
PGP, IIM INDORE
Recap of Session 2
•Net present value
•Payback period approach
• Discounted payback period approach
• Limitations and advantages
The project has positive NPV for discount rates between 3.5% and 19.54%
Modified Internal rate of return
Discount the later cash flows – till the point – there is only one sign change
Ref. Excel
Internal Rate of Return
•Pitfall: No IRR
•Project can have 0 IRR and a positive NPV
IRR: To Exercise Caution
Does not distinguish between investing and borrowing
◦ Care to be taken in appraising such projects
The above two problems are common to Independent and Mutually Exclusive Projects
Problems specifically with Mutually Exclusive Projects
◦ Scale Problem
◦ Timing Problem
Mutually Exclusive vs. Independent
•Mutually Exclusive Projects: only ONE of several potential projects can be
chosen, e.g., acquiring an accounting system.
• Such projects serve the same purpose, hence the acceptance of one would make
others redundant.
• RANK all alternatives and select the best one.
•Independent Projects: accepting or rejecting one project does not affect the
decision of the other projects.
• Must exceed a MINIMUM acceptance criteria
Internal Rate of Return
•Pitfall 3: Mutually Exclusive Projects
•Which project will you select as per NPV criteria if the cost of capital is 10%?
•Which project would you select as per IRR criteria if the cost of capital is 10%?
Internal Rate of Return: Mutually Exclusive Projects
◦ IRR sometimes ignores magnitude of project – Scale problem
•Which project will you select as per NPV criteria if the cost of capital is 10%?
•Which project would you select as per IRR criteria if the cost of capital is 10%?
Internal Rate of Return: Mutually Exclusive Projects
◦ IRR sometimes ignores magnitude of project – Scale problem
0 -10000 -10000
1 10000 1000
2 1000 1000
3 1000 12000
4000.00
3000.00
1000.00
NPV
IRR_Project A = 16.04%
0.00
0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% 28%
-1000.00
IRR_Project B = 12.94% Discount rate
-2000.00
-3000.00
a. Cross over rate is the IRR of incremental cash flows (i.e., CFs of B-A, or A-B).
b. Conflict area – when r < Cross-over rate
NPV versus IRR
•NPV and IRR will generally give the same decision.
•Exceptions:
•Non-conventional cash flows – cash flow signs change more than once
•Mutually exclusive projects.
• Initial investments are substantially different.
• Timing of cash flows is substantially different
Additional Concepts
Choosing Capital Investments When Resources are Limited
•When resources are limited, work out all the possible combinations of projects
within the capital constraint
•Select the combination that maximizes the Net Present Value within the constraint
!"# $%"&"'# ()*+"
•𝑃𝑟𝑜𝑓𝑖𝑡𝑎𝑏𝑖𝑙𝑖𝑡𝑦 𝐼𝑛𝑑𝑒𝑥 =
,'("&#-"'#
•Also, expressed as Present value / Investment
Choosing Capital Investments When Resources are Limited
◦ Select best projects for Rs. 300,000
Project NPV Investment PI
•The terms discount rate, minimum required return, and cost of capital – used interchangeably
Company and Project Costs of Capital
Weighted Average Cost of Capital
◦Traditional measure of capital structure, risk and return
! #
◦𝑊𝐴𝐶𝐶 = ∗ 𝑘𝑑 ∗ 1 − 𝑡 + 𝑘𝑒
" "
◦V = D+E
◦Because interest expense is tax-deductible, we multiply the
cost of debt by (1 – TC).
Weights in WACC
Note on WACC
Weights in WACC
◦ Market value weights
◦ Target Capital Structure -Weights should represent the long-term target capital structure (if the same is
known)
◦ Consistent rates to be used in deriving cost of equity and WACC
Cost of Debt
Jet Airways’ Interest cost
ICRA downgraded Jet Airways rating from BB to B in Oct 2018. BB is moderate level of default
risk. B is high risk of default
ICRA downgraded the rating again in Dec to C. C is very high risk of default
ICRA downgraded the rating again in Jan 2019 to D. Instruments with this rating are in default or
are expected to be in default soon.
Cost of Borrowings was around 12 to 13% for year ending March 2018.
Cost of Debt
•Expected return on a long-term debt obligation of a credit quality that corresponds to the
capital structure ratios built into the WACC Formula
The interest rate likely to be charged on new debt.
Find the yield on the company’s debt, if it has any.
Find the bond rating for the company and use the yield on other bonds with a similar rating.
• Default spread (also called credit spread or bond spread)
• Rd = Rf + Default spread
• Example - Company debt outstanding (non-traded) – $100 mn, and it has debt rating of A+. The
prevailing default spread on A+ rated securities is 1.52% and the risk-free rate is 4.75%. Then the cost of
debt for this company is 6.27%
Example – Corporate bond Default
Spreads as per credit rating
•Spread over risk free rate
Bond rating Corporate Bond Default spread
AAA 0.75% •Default risk premium
AA 1.02% •If risk free rate is 4.75%, then yield on a AAA
A+ 1.52% rated bond would be 5.5%
A 1.60%
A- 1.75%
BBB+ 2.79%
BBB 2.87%
BBB- 3.89%
BB+ 6.67%
BB 6.74%
BB- 6.95%
B+ 8.53%
B 9.95%
B- 10.71%
Example – Corporate bond yields as per
credit rating
Bond rating Corporate Bond Yields
AAA 5.50%
AA 5.77%
A+ 6.27%
A 6.35%
A- 6.50%
BBB+ 7.54%
BBB 7.62%
BBB- 8.64%
BB+ 11.42%
BB 11.49%
BB- 11.70%
B+ 13.28%
B 14.70%
B- 15.46%
Cost of equity
The Cost of Equity Capital
•From the firm’s perspective, the expected return is the Cost of Equity Capital:
•𝑘𝑒 = 𝑅! + 𝛽 𝑅" − 𝑅!
•To estimate a firm’s cost of equity capital, we need to know three things:
• Rf - Risk-free rate,
• 𝑅! − 𝑅" : Market risk premium
• 𝛽 - Company beta
Cost of equity: CAPM
•Marginal investor: An investor that is most likely to trade next, generally well-
diversified.
• The only risk that she perceives in an investment is risk that cannot be diversified away (i.e,
market or non-diversifiable risk)
• The only risk for which she earns a risk premium: systematic risk
Example
•Suppose the stock of Stansfield Enterprises, a publisher of PowerPoint presentations,
has a beta of 1.5. The firm is 100% equity financed.
•Assume a risk-free rate of 3% and a market risk premium of 7%.
•What is the appropriate discount rate for an expansion of this firm?
•𝑘𝑒 = 𝑅$ + 𝛽 𝑅% − 𝑅$
•𝑘𝑒 = 3% + 1.5 7%
•𝑘𝑒 = 13.5%
Risk free rate
•Risk free: actual return = expected return
• No default risk
• No reinvestment risk
•Long-term for a going concern, else the maturity should meet the projected cash flow period
• Match the duration of the analysis to the duration of the risk free rate
• Alternate argument: CAPM is a period model, hence use T-bill rate
•Mistake to avoid: Historical data for market returns, and current long-term bond
yield
Estimation of Beta
•Market Portfolio - Portfolio of all assets in the economy. In practice, a
broad stock market index, such as the S&P 500, is used to represent
the market.
•Beta - Sensitivity of a stock’s return to the return on the market
portfolio.
Reference
•Brealey, R. A., Myers, S. C., Allen, F., & Mohanty, P. (2015). Principles of corporate finance. Tata
McGraw-Hill Education.
Session 6, 7 and 8. The Cost of Capital Part II
PGP, IIM INDORE
Recap
•Cost of Debt
• kd = Rf + Default spread
• Credit ratings and the corresponding default spread
•Cost of Equity
• Risk free rate
• Market risk premium
• Beta
Example
•Suppose the stock of Stansfield Enterprises, a publisher of PowerPoint presentations,
has a beta of 1.5. The firm is 100% equity financed.
•Assume a risk-free rate of 3% and a market risk premium of 7%.
•What is the appropriate discount rate for an expansion of this firm?
•𝑘𝑒 = 𝑅! + 𝛽 𝑅" − 𝑅!
•𝑘𝑒 = 3% + 1.5 7%
•𝑘𝑒 = 13.5%
Estimation of Beta
•Market Portfolio - Portfolio of all assets in the economy. In practice, a
broad stock market index, such as the S&P 500, is used to represent
the market.
•Beta - Sensitivity of a stock’s return to the return on the market
portfolio.
Beta
•Determinants of Beta:
• Type of business – cyclical / non-cyclical, operating leverage, financial leverage
•Highly cyclical stocks have higher betas.
◦ Empirical evidence suggests that automotive firms, luxury products, fluctuate with economic cycle.
◦ Food / Staples, beverages, tobacco, FMCG, household and personal products, Power generation, other
utilities, etc. - are less dependent on the business cycle.
•Operating Leverage
Firms with greater proportion of fixed costs that largely remain unchanged under different production
volumes
Versus, firms with comparatively more variable costs that are directly tied to the production
Other things being equal, higher ratio of fixed costs to project value will have higher beta
Financial Leverage and Beta
•Financial leverage is the sensitivity to a firm’s fixed costs of financing.
•The relationship between the betas of the firm’s debt, equity, and assets
is given by:
%#&$ ()-*$+
𝛽!""#$ = %#&$'()*$+
∗ 𝛽,#&$ + 𝛽
%#&$'()-*$+ #)-*$+
•Financial leverage increases the equity beta relative to the asset beta.
Example
•Consider Grand Sport, Inc., which is currently all-equity financed and has a beta of
0.90.
•The firm has decided to lever up to a capital structure of 1 part debt to 1 part equity.
•Since the firm will remain in the same industry, its asset beta should remain 0.90.
•Assuming a zero beta for its debt, calculate its equity beta.
%
•𝛽!""#$ = 0.90 = ∗ 𝛽#'()$*
%&%
•𝛽#'()$* = 2 ∗ 0.90 = 1.80
Beta and leverage
•If beta of debt is assumed to be zero:
)
•𝛽!"#$%& = 𝛽'((!% ∗
*
•There is alternate formula derived by Robert Hamada:
+
•𝛽!"#$%& = 𝛽'((!% ∗ [1 + { 1 − 𝑡 ∗ }]
*
A numerical Example: WACC
Example: International Paper
The beta is 0.82, the risk free rate is 3%, and the market risk premium
is 8.4%.
Thus, the cost of equity capital is:
ke = Rf + b × ( Rm – Rf)
= 3% + 0.82×8.4%
= 9.89%
Example: International Paper
•The yield on the company’s debt is 8%, and the firm has a 37% marginal tax rate.
•The debt to value ratio is 32%
E D
WACC = × ke + × kd ×(1 – T)
E+D E+D
• When evaluating a new electrical generation investment, which cost of capital should be used?
Capital Budgeting & Project Risk
SML
10%
Project IRR
The SML can tell us why:
Incorrectly accepted
negative NPV projects
Hurdle
R F + β FIRM ( R M - R F )
rate
Incorrectly rejected
rf positive NPV projects
Firm’s risk (beta)
bFIRM
Assume this is an all equity firm, and the firm’s cost of capital is the cost of
equity
Should the company use the same WACC (i.e., company WACC) as the
hurdle rate for each of its divisions/projects?
•NO! The company WACC reflects the risk of an average project undertaken by the firm.
• Company WACC is appropriate for discounting the cash flows of division/project with average risk as
the business
•Different divisions/projects may have different risks.
• The division’s WACC should be adjusted to reflect the division’s risk
Methods for Estimating Beta for a Division or a Project
•Pure play: Find a set of publicly traded companies exclusively in project’s/division’s business.
• Use average of their betas as proxy for project’s beta.
•Detailed steps (USING PURE PLAY firms)
• Pure play approach - Identify the business lines, i.e., industry (for the division or the project)
• Estimate unlevered (asset) beta for comparable public firms in the corresponding industry
• Estimate simple or weighted average of unlevered betas
• Estimate levered beta by current market value of debt and equity
Data on Industry peers (pure plays)
Company Equity Beta Debt proportion in total capital
National Media
1.75
Corp. 33.33% 0.50 1.296
Average 1.27
The average asset beta from industry peers (pure plays) can be considered as asset beta for a business
segment (with operations in the same industry).
Reference
•Brealey, R. A., Myers, S. C., Allen, F., & Mohanty, P. (2015). Principles of corporate finance. Tata
McGraw-Hill Education.
Session 11. Financing Choices and Claims
PGP, IIM INDORE
Preferred Stock
•Preference Shares – hybrid security, with features of debt and equity
•Preferred dividend – fixed charge like debt
• Not tax deductible
• Dividends can be deferred without putting the firm in default
• However, company cannot pay ordinary share dividends unless it has paid dividend
on preference shares
• Usually cumulative, unpaid dividends are carried forward
Preferred Stock
•No voting right
• Thus, avoids dilution of control
• But non-payment of dividends (for two or more cumulative years) can entitle
preference shareholders to nominate a member on the board of the company
•Other features of preference stocks
•Perpetual, redeemable, convertible, callable
Preferred stock
•For the issuer: Preferred stock is less risky than bond
•Non-payment of dividend does not force a company into bankruptcy
•For the investor: It is riskier than bond
•Preferred stockholders’ claims are subordinated to debt in the event of liquidation
•Bond holders are likely to continue receiving income during hard times than are preferred
stockholders
•Investors require a higher after-tax return on a given firm’s preferred stock than on its
bonds
•Differential tax treatment of dividend income as compared to interest income in some
countries
Advantages and Disadvantages of Preferred
stock financing
Advantages
◦ For the issuer: Preferred stock is less risky than bond, because non-payment of dividend does not force
company into bankruptcy
◦ Avoids dilution of common stock (control), no voting right
◦ Avoids large repayment of principal if it is perpetual
Disadvantages
◦ Preferred dividends not tax deductible, so typically costs more than debt
◦ Increases financial leverage (due to fixed payments), and hence the firm’s cost of common equity
Warrants
Warrants
Warrants - give the holder the right (but not the obligation) to buy shares of
common stock directly from a company at a fixed price for a given period of
time.
The fixed price of shares (called exercise price) is generally higher than the current
market price
Example
In 2007, Infomatics corporation would have had to pay 10% coupon if they issued a
straight bond
They issued 8% Bonds (in 2007) with face value of US $1000 maturing in 2027, with 20
warrants.
Each warrant entitled the holder to buy one share of equity at an exercise price of $22 (strike
price).
Current stock price was $20, and the warrants would expire in 2017
Shareholders can buy the firms stock at $22 regardless of how high the market price climbs
anytime before 2017.
A bond which would have otherwise required a higher yield
Lower yield + warrant makes the package an attractive one for investors.
Warrants in India
•In August 2020, HDFC issued 17,057,400 warrants at an issue price of Rs. 180 per warrant
• The warrant holders can exchange each warrant for one equity share at a price of Rs. 2165 per share
• Anytime before the expiry period of 36 months or until Aug 10, 2023
• HDFC was trading at Rs. 1827.60 per share
•In 2015, HDFC issued 3.65 cr warrants, giving warrant holders the right to exchange one warrant
for one equity share in the next three years at a prefixed price of Rs 1,475.
• Stock price in 2015: Rs. 1240
• Time to maturity: 3 years
Warrants
Generally issued with bonds (as an “equity kicker”)
Could be issued with new issues of preferred stock
Used as sweeteners by small and rapidly growing firms
•Company with good future prospects can issue stock “through the back door” by issuing
convertible bonds
• Since prospects are good, bonds will likely be converted into equity, which is what the company wants
to issue
• Issue of warrants / convertibles help avoid this negative signaling.
References
Brigham and Ehrhardt, Financial Management, Chapter 21, Edition 11.
◦ It is Chapter 19 in Edition 13.
Session 12. Capital Structure Decisions Part I
PGP, IIM INDORE
Capital Structure
•Does Debt Policy Matter?
•Assumptions
• No taxes*, No bankruptcy costs*, Companies and investors can borrow/lend at the same rate, no
information asymmetry, EBIT not affected by the use of debt, Frictionless markets – no transaction
costs, and others
•When firm pays no taxes and capital markets function well, no difference if firm borrows or
individual shareholders borrow
• Investor can create a levered or unlevered position by adjusting the trading in their own account –
Homemade leverage
*Capital structure, therefore, does not affect cash flows.
Recall the earlier example
An all-equity firm, with no debt:
Current Proposed
Assets Rs.20,000 Rs.20,000
Debt Rs.0 Rs.8,000
Equity Rs.20,000 Rs.12,000
Debt/Equity ratio 0 2/3
Interest rate n/a 8%
Shares outstanding 400 240
Share price Rs.50 Rs.50
The company is proposing a new capital structure such Debt is 40% in total capital and equity is
60%.
An investor can create the same leverage, substitute personal leverage for company’s leverage
The investor can buy 10% of company (unlevered) – can buy 40 shares of a Rs.50 stock
Of the total funds required, Rs. 2000, he borrows 40%, that is – he take Rs.800 loan
Homemade Leverage
Expected
EPS of Unlevered Firm Rs.5.00
Earnings for 40 shares Rs.200
Less interest on Rs.800 (8%) Rs.64
Net Profits Rs.136
ROE (Net Profits / Rs.1,200) 11.30%
Static Trade-off
Benefit from Tax
Theory: Bankruptcy Pecking Order
Deductibility of
Costs and Costs of Hypothesis
Interest
Financial Distress
MM Propositions I & II (With Taxes)
Maximum
firm value
V = Actual value of firm
VU = Value of firm with no debt
0 Debt (B)
Debt-to-equity
ratio (B/S)
Implications of Benefits associated with Taxes
•WACC reduces as more debt is used
•As WACC reduces, firm value increases (if all other factors are
held constant) G
B
•Does this mean the optimal capital structure is 99.99% debt?
Capital Structure Decisions
Static Trade-off
MM
Benefit from Tax Theory:
Propositions: Pecking Order
Deductibility of Bankruptcy Costs
Capital Structure Hypothesis
Interest and Costs of
Irrelevance
Financial Distress
Costs of Financial Distress
Financial Distress Costs
Static Trade-off
Benefit from Tax
Theory: Bankruptcy Pecking Order
Deductibility of
Costs and Costs of Hypothesis
Interest
Financial Distress
Equity and Debt Issues with Information Asymmetries
•Information asymmetries
•Managers know more about their firm’s prospects, risks and values, than outside investors
• That is, there are information asymmetries between managers and outside investors
§Principle: If you cannot find investments that make your minimum acceptable rate, return the
cash to investors
§ How much cash you can return depends upon current & potential investment opportunities
§ Assuming Debt is at prudent levels or the levels are as per the Debt policy
Earnings Distribution Decision
•Does Pay-out Policy affect firm value?
•Relevance of the investment policy and the debt policy in setting the earnings distribution policy
The Dividend Puzzle
“The harder we look at the dividend picture, the more it seems like a
puzzle with pieces that just don’t fit together” -Fisher Black
Types of Dividends / Distributions
Cash Distribution
◦ Cash Dividend (Regular or special)
◦ Stock Buyback
Rs.P
Rs.P - div
The price drops Ex-dividend
by the amount of Date
the cash Taxes complicate things a bit. Empirically, the
dividend. price drop is less than the dividend and occurs
within the first few minutes of the ex-date.
Dividends: Price Behavior
Dividends: Price Behavior
Stock Repurchase
Repurchase of Stock
•Firms can payout excess cash through buying shares of their own stock.
•Infosys bought back shares worth Rs 9,200 crore 2021
•Infosys closed a share buy back worth INR 8260 crores in August 2019
• a special dividend of Rs. 4 per share (Jan 2019)
• Infosys completed a share buy back of worth Rs. 13000 crores in Dec, 2017.
•TCS announced a buyback worth INR 18000 crores – 2022
• To buy 4 crores of its shares, i.e., 1.1% of equity, at Rs. 4500 per share (share price around Rs.
3794.8 on 21st, the last day for tender offer
• TCS announced the buyback worth INR 16000 crores (2020)
• Initiated on 18th December 2020 and closed on 1st January 2021.
• Number of shares – 5.33 crores, price Rs. 3000.
Repurchase of Stock
•TCS had announced the biggest buyback (till then ) worth INR 16000 crores in Feb, 2017
• Number of shares – 5.61 crores
• 2.85% of the total paid equity capital
• Price – INR 2850
• TCS’ investors clearly liked the buyback plan as the company’s stock soared over 4 per
cent to close at ₹2,506.50 on Monday on the BSE
Repurchases
•Reasons for repurchases:
• As an alternative to distributing excess cash as special dividends.
• To dispose of one-time cash from an asset sale.
• To make a large capital structure change.
•Approaches:
◦ Tender Offer to Shareholders
• Example: TCS buyback worth INR 16000 crores in Feb, 2017
• Number of shares – 5.61 crores, Price – INR 2850
◦ Buy Shares on Market, i.e., open offer purchase
◦ Negotiated Deals, i.e., targeted buyback (not allowed in India)
Open offer purchase
•Infosys bought back shares worth Rs 9,200 crore 2021
• Buyback period was for six months (starting in the end of June 2021), but completed early (Sep
2021)
• Infosys was willing to pay a maximum of Rs 1,750 per share.
• The company's stock was trading at Rs 1,502.85 apiece before the buyback commenced
•Reliance Industries announced a buyback offer worth INR 10440 crores, in
Jan, 2012.
• The buyback of 12 crore equity shares
• Maximum price of INR 870 Per share
• The period of buyback – 1st Feb, 2012 to 19th January, 2013.
•When a company undertakes open offer purchase, the investors do not know that they might be
selling the shares back to the company
• http://economictimes.indiatimes.com/markets/stocks/news/reliance-industries-rs-10440-cr-share-buyback-to-start-from-february-
1/articleshow/11612446.cms
Share Repurchase
•In some cases, it might keep stock price higher: Companies might be able to give a
positive signal that the stock is undervalued
•Tax benefits: If Capital gains are taxed lower than dividends
•Helps avoid setting a high dividend that cannot be maintained
Dividend Policy Theories
Do investors prefer high or low payouts?
Dividends are irrelevant: Investors don’t care about payout
◦ Dividends do not affect value
Bird-in-the-hand: Investors prefer a high payout
◦ Dividends increase value
Tax preference: Investors prefer a low payout, hence expect capital
appreciation
Irrelevance of Dividend Policy
The Irrelevance of Dividend Policy
•Dividend policy is irrelevant.
• Modigliani-Miller support irrelevance.
•Investors are indifferent between dividends and retention-generated capital gains.
•If they want cash, they can sell stock.
• If they don’t want cash, they can use dividends to buy stock.
• Thus, they will not pay higher prices for firms with higher dividends.
•Assumptions: No taxes, No transactions costs and No information asymmetry
•Implication: Dividend policy will have no impact on the value of the firm because
investors can create whatever income stream they prefer by using homemade
dividends.
Dividends and Investment Policy
•One of the assumptions underlying the dividend-irrelevance argument is: “The
investment policy of the firm is set ahead of time and is not altered by changes in
dividend policy.”
•Thus, firms should never forgo positive NPV projects to increase a dividend (or to
pay a dividend for the first time).
Dividend versus repurchases: MM
Irrelevance of pay-out policy
Stock Repurchase or Dividend
•A firm is evaluating a special dividend versus share repurchase
•In either case, INR 4000 would be spent (out of excess cash)
•Current stock price is INR 46 (also the repurchase price)
•Shares outstanding are 800
•Ignore taxes and other imperfections (like transaction costs)
•Evaluate the two alternatives in terms of –
• The effect on the price per share of the stock. Assume that share buyback does not give any information
about firm’s prospects.
• Shareholder wealth
• Cash flow received and stock holding
Solution
Cash Dividend:
DPS $ 5.00
Price per share (ex-dividend date) $ 41.00
The wealth of a shareholder who is holding one share is
Value of share + Dividend received $ 46.00
Repurchase:
Shares repurchased 86.96
Shareholder wealth, if you tender $ 46.00
Shareholder wealth, if you don’t tender $ 46.00
Shareholder wealth is the same under cash dividend and repurchase in absence of taxes and
other imperfections
‘Dividends are good’ School of Thought
Bird-in-the-Hand Theory
•The theory claims that investors think dividends are less risky than
potential future capital gains, hence they like dividends.
• Investors are less certain of receiving capital gains that are supposed to result
from retained earnings
• Dividend yield component is less risky than the expected capital gain
‘Dividends are good’ School of Thought
•Some investors might be restricted from holding stocks not paying dividends
•A natural clientele like elderly, retirees, etc. rely on dividends as source of income
•Self-discipline associated with dividends usage: Behavioral psychology
•Support for the theory: Paying out funds to shareholders prevents managers from misusing or
wasting funds.
•If so, investors would value high payout firms more highly, i.e., a high payout would result in a
high P0.
Tax Preference Theory
Tax Preference Theory
•Low payouts mean higher capital gains.
• Capital gains taxed at lower rates than dividends
• So companies should pay lowest dividend possible.
•This could cause investors to prefer firms with low payouts, i.e., a high
payout results in a low P0.
Implications of the 3 Theories for
Managers
Theory Implication
Irrelevance Any payout OK
Bird-in-the-hand Set high payout
Tax preference Set low payout
Empirical examination has not been able to determine which theory, if any,
is correct.
Information content (signalling)
hypothesis
Information Content of Dividend
•Dividend decisions may contain information
◦ Asymmetric information may be conveyed
◦ Dividend increases could mean increased future profits
◦ Signal varies based on prior information about company
Dividend Policy Survey 2004
Payout Facts: Information Content of
Dividend
•Managers are reluctant to make dividend changes that may be reversed
• Managers do not increase dividends unless confident that the increased dividend can be maintained
• Dividends are rarely cut back – Generally managers do not prefer to cut / reduce dividends. They may
raise new funds to maintain payout
• Eliminating or reducing dividends is often seen as a negative signal.
Disadvantages
◦ Preferred dividends not tax deductible, so typically costs more than debt
◦ Increases financial leverage (due to fixed payments), and hence the firm’s cost of common equity
Warrants
Warrants
Warrants - give the holder the right (but not the obligation) to buy shares of
common stock directly from a company at a fixed price for a given period of
time.
The fixed price of shares (called exercise price) is generally higher than the current
market price
Example
In 2007, Infomatics corporation would have had to pay 10% coupon if they issued a
straight bond
They issued 8% Bonds (in 2007) with face value of US $1000 maturing in 2027, with 20
warrants.
Each warrant entitled the holder to buy one share of equity at an exercise price of $22 (strike
price).
Current stock price was $20, and the warrants would expire in 2017
Shareholders can buy the firms stock at $22 regardless of how high the market price climbs
anytime before 2017.
A bond which would have otherwise required a higher yield
Lower yield + warrant makes the package an attractive one for investors.
Warrants in India
•In August 2020, HDFC issued 17,057,400 warrants at an issue price of Rs. 180 per warrant
• The warrant holders can exchange each warrant for one equity share at a price of Rs. 2165 per share
• Anytime before the expiry period of 36 months or until Aug 10, 2023
• HDFC was trading at Rs. 1827.60 per share
•In 2015, HDFC issued 3.65 cr warrants, giving warrant holders the right to exchange one warrant
for one equity share in the next three years at a prefixed price of Rs 1,475.
• Stock price in 2015: Rs. 1240
• Time to maturity: 3 years
Warrants
Generally issued with bonds (as an “equity kicker”)
Could be issued with new issues of preferred stock
Used as sweeteners by small and rapidly growing firms
•Company with good future prospects can issue stock “through the back door” by issuing
convertible bonds
• Since prospects are good, bonds will likely be converted into equity, which is what the company wants
to issue
• Issue of warrants / convertibles help avoid this negative signaling.
References
Brigham and Ehrhardt, Financial Management, Chapter 21, Edition 11.
◦ It is Chapter 19 in Edition 13.
Session 12. Capital Structure Decisions Part I
PGP, IIM INDORE
Capital Structure
•Does Debt Policy Matter?
•Assumptions
• No taxes*, No bankruptcy costs*, Companies and investors can borrow/lend at the same rate, no
information asymmetry, EBIT not affected by the use of debt, Frictionless markets – no transaction
costs, and others
•When firm pays no taxes and capital markets function well, no difference if firm borrows or
individual shareholders borrow
• Investor can create a levered or unlevered position by adjusting the trading in their own account –
Homemade leverage
*Capital structure, therefore, does not affect cash flows.
Recall the earlier example
An all-equity firm, with no debt:
Current Proposed
Assets Rs.20,000 Rs.20,000
Debt Rs.0 Rs.8,000
Equity Rs.20,000 Rs.12,000
Debt/Equity ratio 0 2/3
Interest rate n/a 8%
Shares outstanding 400 240
Share price Rs.50 Rs.50
The company is proposing a new capital structure such Debt is 40% in total capital and equity is
60%.
An investor can create the same leverage, substitute personal leverage for company’s leverage
The investor can buy 10% of company (unlevered) – can buy 40 shares of a Rs.50 stock
Of the total funds required, Rs. 2000, he borrows 40%, that is – he take Rs.800 loan
Homemade Leverage
Expected
EPS of Unlevered Firm Rs.5.00
Earnings for 40 shares Rs.200
Less interest on Rs.800 (8%) Rs.64
Net Profits Rs.136
ROE (Net Profits / Rs.1,200) 11.30%
Static Trade-off
Benefit from Tax
Theory: Bankruptcy Pecking Order
Deductibility of
Costs and Costs of Hypothesis
Interest
Financial Distress
MM Propositions I & II (With Taxes)
Maximum
firm value
V = Actual value of firm
VU = Value of firm with no debt
0 Debt (B)
Debt-to-equity
ratio (B/S)
Implications of Benefits associated with Taxes
•WACC reduces as more debt is used
•As WACC reduces, firm value increases (if all other factors are
held constant) G
B
•Does this mean the optimal capital structure is 99.99% debt?
Capital Structure Decisions
Static Trade-off
MM
Benefit from Tax Theory:
Propositions: Pecking Order
Deductibility of Bankruptcy Costs
Capital Structure Hypothesis
Interest and Costs of
Irrelevance
Financial Distress
Costs of Financial Distress
Financial Distress Costs
Static Trade-off
Benefit from Tax
Theory: Bankruptcy Pecking Order
Deductibility of
Costs and Costs of Hypothesis
Interest
Financial Distress
Equity and Debt Issues with Information Asymmetries
•Information asymmetries
•Managers know more about their firm’s prospects, risks and values, than outside investors
• That is, there are information asymmetries between managers and outside investors
§Principle: If you cannot find investments that make your minimum acceptable rate, return the
cash to investors
§ How much cash you can return depends upon current & potential investment opportunities
§ Assuming Debt is at prudent levels or the levels are as per the Debt policy
Earnings Distribution Decision
•Does Pay-out Policy affect firm value?
•Relevance of the investment policy and the debt policy in setting the earnings distribution policy
The Dividend Puzzle
“The harder we look at the dividend picture, the more it seems like a
puzzle with pieces that just don’t fit together” -Fisher Black
Types of Dividends / Distributions
Cash Distribution
◦ Cash Dividend (Regular or special)
◦ Stock Buyback
Rs.P
Rs.P - div
The price drops Ex-dividend
by the amount of Date
the cash Taxes complicate things a bit. Empirically, the
dividend. price drop is less than the dividend and occurs
within the first few minutes of the ex-date.
Dividends: Price Behavior
Dividends: Price Behavior
Stock Repurchase
Repurchase of Stock
•Firms can payout excess cash through buying shares of their own stock.
•Infosys bought back shares worth Rs 9,200 crore 2021
•Infosys closed a share buy back worth INR 8260 crores in August 2019
• a special dividend of Rs. 4 per share (Jan 2019)
• Infosys completed a share buy back of worth Rs. 13000 crores in Dec, 2017.
•TCS announced a buyback worth INR 18000 crores – 2022
• To buy 4 crores of its shares, i.e., 1.1% of equity, at Rs. 4500 per share (share price around Rs.
3794.8 on 21st, the last day for tender offer
• TCS announced the buyback worth INR 16000 crores (2020)
• Initiated on 18th December 2020 and closed on 1st January 2021.
• Number of shares – 5.33 crores, price Rs. 3000.
Repurchase of Stock
•TCS had announced the biggest buyback (till then ) worth INR 16000 crores in Feb, 2017
• Number of shares – 5.61 crores
• 2.85% of the total paid equity capital
• Price – INR 2850
• TCS’ investors clearly liked the buyback plan as the company’s stock soared over 4 per
cent to close at ₹2,506.50 on Monday on the BSE
Repurchases
•Reasons for repurchases:
• As an alternative to distributing excess cash as special dividends.
• To dispose of one-time cash from an asset sale.
• To make a large capital structure change.
•Approaches:
◦ Tender Offer to Shareholders
• Example: TCS buyback worth INR 16000 crores in Feb, 2017
• Number of shares – 5.61 crores, Price – INR 2850
◦ Buy Shares on Market, i.e., open offer purchase
◦ Negotiated Deals, i.e., targeted buyback (not allowed in India)
Open offer purchase
•Infosys bought back shares worth Rs 9,200 crore 2021
• Buyback period was for six months (starting in the end of June 2021), but completed early (Sep
2021)
• Infosys was willing to pay a maximum of Rs 1,750 per share.
• The company's stock was trading at Rs 1,502.85 apiece before the buyback commenced
•Reliance Industries announced a buyback offer worth INR 10440 crores, in
Jan, 2012.
• The buyback of 12 crore equity shares
• Maximum price of INR 870 Per share
• The period of buyback – 1st Feb, 2012 to 19th January, 2013.
•When a company undertakes open offer purchase, the investors do not know that they might be
selling the shares back to the company
• http://economictimes.indiatimes.com/markets/stocks/news/reliance-industries-rs-10440-cr-share-buyback-to-start-from-february-
1/articleshow/11612446.cms
Share Repurchase
•In some cases, it might keep stock price higher: Companies might be able to give a
positive signal that the stock is undervalued
•Tax benefits: If Capital gains are taxed lower than dividends
•Helps avoid setting a high dividend that cannot be maintained
Dividend Policy Theories
Do investors prefer high or low payouts?
Dividends are irrelevant: Investors don’t care about payout
◦ Dividends do not affect value
Bird-in-the-hand: Investors prefer a high payout
◦ Dividends increase value
Tax preference: Investors prefer a low payout, hence expect capital
appreciation
Irrelevance of Dividend Policy
The Irrelevance of Dividend Policy
•Dividend policy is irrelevant.
• Modigliani-Miller support irrelevance.
•Investors are indifferent between dividends and retention-generated capital gains.
•If they want cash, they can sell stock.
• If they don’t want cash, they can use dividends to buy stock.
• Thus, they will not pay higher prices for firms with higher dividends.
•Assumptions: No taxes, No transactions costs and No information asymmetry
•Implication: Dividend policy will have no impact on the value of the firm because
investors can create whatever income stream they prefer by using homemade
dividends.
Dividends and Investment Policy
•One of the assumptions underlying the dividend-irrelevance argument is: “The
investment policy of the firm is set ahead of time and is not altered by changes in
dividend policy.”
•Thus, firms should never forgo positive NPV projects to increase a dividend (or to
pay a dividend for the first time).
Dividend versus repurchases: MM
Irrelevance of pay-out policy
Stock Repurchase or Dividend
•A firm is evaluating a special dividend versus share repurchase
•In either case, INR 4000 would be spent (out of excess cash)
•Current stock price is INR 46 (also the repurchase price)
•Shares outstanding are 800
•Ignore taxes and other imperfections (like transaction costs)
•Evaluate the two alternatives in terms of –
• The effect on the price per share of the stock. Assume that share buyback does not give any information
about firm’s prospects.
• Shareholder wealth
• Cash flow received and stock holding
Solution
Cash Dividend:
DPS $ 5.00
Price per share (ex-dividend date) $ 41.00
The wealth of a shareholder who is holding one share is
Value of share + Dividend received $ 46.00
Repurchase:
Shares repurchased 86.96
Shareholder wealth, if you tender $ 46.00
Shareholder wealth, if you don’t tender $ 46.00
Shareholder wealth is the same under cash dividend and repurchase in absence of taxes and
other imperfections
‘Dividends are good’ School of Thought
Bird-in-the-Hand Theory
•The theory claims that investors think dividends are less risky than
potential future capital gains, hence they like dividends.
• Investors are less certain of receiving capital gains that are supposed to result
from retained earnings
• Dividend yield component is less risky than the expected capital gain
‘Dividends are good’ School of Thought
•Some investors might be restricted from holding stocks not paying dividends
•A natural clientele like elderly, retirees, etc. rely on dividends as source of income
•Self-discipline associated with dividends usage: Behavioral psychology
•Support for the theory: Paying out funds to shareholders prevents managers from misusing or
wasting funds.
•If so, investors would value high payout firms more highly, i.e., a high payout would result in a
high P0.
Tax Preference Theory
Tax Preference Theory
•Low payouts mean higher capital gains.
• Capital gains taxed at lower rates than dividends
• So companies should pay lowest dividend possible.
•This could cause investors to prefer firms with low payouts, i.e., a high
payout results in a low P0.
Implications of the 3 Theories for
Managers
Theory Implication
Irrelevance Any payout OK
Bird-in-the-hand Set high payout
Tax preference Set low payout
Empirical examination has not been able to determine which theory, if any,
is correct.
Information content (signalling)
hypothesis
Information Content of Dividend
•Dividend decisions may contain information
◦ Asymmetric information may be conveyed
◦ Dividend increases could mean increased future profits
◦ Signal varies based on prior information about company
Dividend Policy Survey 2004
Payout Facts: Information Content of
Dividend
•Managers are reluctant to make dividend changes that may be reversed
• Managers do not increase dividends unless confident that the increased dividend can be maintained
• Dividends are rarely cut back – Generally managers do not prefer to cut / reduce dividends. They may
raise new funds to maintain payout
• Eliminating or reducing dividends is often seen as a negative signal.
Year: 0 1 2 3
Non-operating assets
◦ Excess cash (non-operating cash), marketable securities, equity stake in affiliates (minority stake
investments)
Equity Value
◦ Firm Value – Debt (at time 0) = Equity Value
◦ Equity Value / Outstanding Shares = Equity Value per share
Additional concepts: The Valuation of
AirThread Connections
Growth rate
Stable growth rate: Generally cannot exceed the long term growth rate
in the economy
Fundamentals
◦ How much the firm is investing in new projects
◦ What returns these projects are making for the firm
Expected Growth rate from
Fundamentals
When looking at growth in earnings, the inputs can be cast as follows:
Reinvestment Rate * ROIC = g
◦ Where Reinvestment Rate is: (Capex + Change in WC – Dep) / Nopat
◦ Where ROIC is = NOPAT/Invested Capital
Option Premium
◦ Price paid for buying an option
At-the-Money
◦ Exercising the option would result in a zero payoff (i.e., exercise price equal to spot price).
Out-of-the-Money
◦ Exercising the option would result in a negative payoff.
Forwards and Futures Contracts
Forward Contracts
•A forward contract specifies that a certain commodity / asset will be
exchanged at a specified time in the future at a price specified today.
• Its not an option: both parties are expected to hold up their end of the deal.
• There is a counterparty default risk – one of the parties may refuse to honor
the contract
Forward Contract example
• Example: A Jeweler, requires 100 kg of gold to deliver gold jewelry before Christmas to the a
trader
• The Jeweler worries about the high gold prices in future and wants to lock in the cost of
buying gold
• A miner, extracts gold, and plans to sell gold before December. He worries about the adverse
change in gold prices, and wants to lock in the price
• In August, the Jeweler agrees to buy 100 kg gold from the Miner at Rs. 55000 per 10 grams,
to be paid on delivery in November
• Therefore, two counterparties with offsetting risks can eliminate risk by hedging through
forward contracts
Futures Contracts
•A futures contract is like a forward contract:
• It specifies that a certain commodity will be exchanged at a specified
time in the future at a price specified today.
Other financial assets: Currency Futures, Interest rate futures (Bond futures)
Commodities: Options and futures trading in Non-ferrous metals, agricultural products, oil, gold
◦ MCX (Multi-commodity exchange), NCDEX (National Commodity and Derivatives Exchange), etc.
Why manage risk?
Why Manage Risk?
•Risk management: Managing the exposure of a firm’s earnings, cashflows, or market value to
external factors such as interest rates, exchange rates, commodity prices, and other factors
•Does risk management create value?
Does risk management create value?
Contd.
•Certain market imperfections may make risk management relevant
•Asymmetric Information: Company has greater information on the potential risks
•Financial Distress: Reduce financial distress through risk management, and improve financial
flexibility
•Investment policy: Firms involve in cash flow hedging and therefore ensure steady stream of
internally generated funds required to make necessary investments
References
BM: Ch 20 (Section 20.1) and BE: Ch 23
◦ BM: Brealey, R. A., Myers, S. C., Allen, F., & Mohanty, P. (2015). Principles of corporate finance. 11th ed.
Tata McGraw-Hill Education.
◦ BE: Brigham, E. F., & Ehrhardt, M. C. (2013). Financial management: Theory & practice. 14th ed. Cengage
Learning.
Tufano, P. & Headley, J. S. (1994). Why Manage Risk? HBS No. 9-294-107. Boston, MA: Harvard
Business School Publishing