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Capital Structure and Firm Value

Does Capital Structure affect value?
• Empirical patterns
– – – – Across Industries Across Firms Across Years Who has lower debt? • High intangible assets/specialized assets • High growth firms • High cash flow volatility • High information asymmetry • Industry leaders

• Is capital structure managed?

– If so much time is spent on capital structure then there must be some value to it (or managers/investors are irrational)

Debt and Equity Only?
• Typically thought of and measured this way • Much more complex
– Investment opportunities and strategy (needs) – Financing (sources) • Cash balance • Distribution: Dividend and repurchases • Debt capacity • Equity capacity • Existing debt and equity – Other financial policies: Financial Hedging, Cash Flow Volatility, Forms of Compensation

How does capital structure affect value? • To prove this we start in the “perfect world” – Based on the work of Miller and Modigliani – Shows that capital structure is irrelevant • Value is derived from market imperfections • Example: What if a firm is considering issuing debt and retiring equal amounts of equity? .

1 20 200 .1 20 400 Proposed 8000 4000 4000 0.Assets Debt Equity Interest Share Price Outstanding Shares Current 8000 0 8000 0.

4 8 .25 0.Current Earnings ROA ROE EPS Recession 400 0.05 0.2 4 Expansion 2000 400 1600 0.05 0 0 Expected 1200 400 800 0.25 5 Proposed EBI Interest Earnings ROA ROE EPS Recession 400 400 0 0.15 3 Expansion 2000 0.15 0.05 1 Expected 1200 0.15 0.25 0.

Earnings Interest Net Earnings Recession 200 200 0 Expected 600 200 400 Expansion 1000 200 800 .000 Initial Investment) Earnings Recession 0 Expected 400 Expansion 800 Position #2: Buy 200 shares of the unlevered firm and borrow $2000 (($20*200)-$2.Position #1: Buy 100 shares of the levered firm ($20*100=$2.000 Initial investment).000=$2.

.Capital Structure is Irrelevant • Miller and Modigliani assume perfect capital markets • Proposition #1: The market value of any firm is independent of its capital structure.

Firm Value: Perfect Capital Markets 190 170 150 Value 130 V(Unlevered) 110 90 70 50 0% 25% 50% D/E 75% 100% .

Market Imperfections: Taxes • Taxes – US Tax Code: Deductibility of interest leads to lower cost of debt (Rd(1-t)) – Simple specification overvalues benefit • Ignores personal taxes which – Decreases investors debt return – Increases investors preference for equity  Capital gains: Defer and rate difference  Dividend: Some portion is deductible .

• Benefits of debt – Monitoring function.Market Imperfections: Contracting Costs • In imperfect markets. direct. etc. alternative ways to contract optimal behavior are necessary • Costs of financial distress – Underinvestment (rejecting NPV>0 projects). etc. • Contracting costs and taxes are primary motives for static trade off theory debt . indirect costs. manages free cash flow problem (Accepting NPV<0 projects).

leverage may reveal • something about the existing firm Market timing: Managers take advantage of superior information – Issue equity when it is overvalued – Issue debt when it is undervalued • Signaling: Managers use financing to signal future prospects of firms – Issue equity to signal good growth opportunities (preserve financial flexibility) – Issue debt when expected cash flows are strong and stable • Motivates Pecking Order Theory .Market Imperfections: Information Costs • With asymmetric information.

Can we quantify the value of market imperfections? Debt adds value to the firm due to the interest deductibility (assume taxes only) VL  VU  PV (TaxShield ) Assume the simple case: rD D C PV (TaxShield )   D C rD .

Firm Value: Perfect Capital Markets 190 170 150 Value 130 V(Unlevered) V(Levered) 110 90 70 50 0% 25% 50% D/E 75% 100% .

More Complex Tax Shields • Uneven and/or limited time payments – Discount all flows back to time 0 • What r do you use? – Certain the tax shield can be used: rD – Uncertain? Higher r .

Financial Distress • As leverage increases. the probability therefore PV of financial distress increases VL  VU  PV (TaxShield )  PV ( FinancialDistressCos t ) • How do we estimate the cost of distress? – Prob(Distress)*Cost of Distress • Probability can be estimated in several ways – Logit/Probit regressions – Debt ratings .

Firm Value: with Taxes and Fiancial Distress 190 170 150 130 V(Unlevered) V(Levered) V(Distress) 110 90 70 50 D/E D/E .

Financial Distress: Bankruptcy Costs • Direct Costs – Legal.8% of firm value (t-2) • Indirect Costs . accounting and other professional fees – Re-organization losses – Estimated btw 4-10% of firm value (t-3) – Reputation costs – Market share – Operating losses – Estimated as 7.

diminishing old debt holders protection • Underinvestment • Expropriating funds • Difficult to estimate .Financial Distress: Agency Costs • Risk shifting and asset substitution – Shareholders invest in high risk projects and shift risk to the debt holders – Shareholders issue more debt.

Other Advantages of Debt • Agency cost of Equity (motive) – Shirking is less likely when issuing debt – Perquisites are less likely with debt – Over-investment is less likely with debt • Agency cost of Free Cash Flow (opportunity) – Retained earnings versus dividends? – Growth and investment opportunities • Debt serves as a monitoring device. decreasing managerial discretion • Bankruptcy as a strategic move??? .

Formal Models of Capital Structure • Pecking Order – Firms prefer to raise capital • Internally generated funds • Debt • Equity – Implies capital structure is derived from • Financing needs and capital availability • Dynamic rather than static • Asymmetric information and signaling • Static Trade Off .

Static trade-off theory of debt Firm Value Maximum Firm Value Actual Firm Value Debt Optimal amount of Debt .

Implications of Static Trade Off • Static rather than dynamic • Taxes and Contracting Cost drive value • Readjustment may be sticky – Optimal trade off between cost of issuances and benefit of capital structure • Insights – – – – Large. stable profit firms will have more debt Higher the costs of distress lower debt Lower taxes. lower debt . lower debt Less (more) favorable tax treatment of debt (equity).

2001) . higher the leverage (Graham.Evidence: Taxes • This method usually overestimates the tax consequence – Magnitude of leverage differences across countries and tax regimes is not that big – Equity taxes (personal taxes) are overestimated (Miller) • Timing of capital gains • Higher effective marginal tax rate.

lower (higher) the leverage – Higher growth opportunities would prefer • Shorter maturity debt (or call provisions) • Less restrictive covenants • More convertibility provisions • More concentrated investors (private) – Consistent with market timing (SEO’s lead to -3% return) – Inconsistent with signaling and pecking order • Information costs • Taxes: Higher effective marginal tax rate.Evidence • Contracting Costs: Consistent evidence – Higher (lower) the growth opportunities. higher (lower) the potential underinvestment problem. higher the leverage .

.MM: Proposition II • How does leverage affect rE • Start with the WACC E • Solve for rE D ra  rE  rD V V D rE  ra  (ra  rD ) E • The rate of return on the equity of a firm increases in proportion to the debt to equity ratio (D/E).

MM: Proposition II (with taxes) E D ra  rE  (1   c )rD V V D rE  ra  (1   c )(ra  rD ) E .

All after-tax earnings are paid as dividends. The unlevered cost of equity is 18%.The firm is considering a restructuring. Tc=30%.• Blue Inc. has no debt and is expected to generate $4 million in EBIT in perpetuity. with a perpetual fixed $10 million in floating rate debt at an expected interest rate of 8%. • What is the current value of Blue? • What will the new value be after the restructuring? • What will the new required return on equity be? • What if we use the new WACC? .

What About Financial Flexibility? • The ability to quickly change the level and type of financing • Value increasing if – Growth opportunities exist – Company is willing to exercise and extinguish future flexibility – New investments are unpredictable and large – Precautionary debt ratings cushion is valuable • Value destroying if the opposite is true .

How do we value financial flexibility? .

What do we do? • Choosing a target capital structure – Minimize taxes and contracting costs (while paying attention to information costs) – Target ratio should reflect the company’s • Expected investment requirements • Level and stability of cash flows • Tax status • Expected cost of financial distress • Value of financial flexibility • Dynamic management – Financing is typically a lumpy process – Find optimal point where cost of adjusting capital structure is equal to cost of deviating from target .