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Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average cost of capital Miller & Modigliani If markets are perfect capital structure does not affect value Investors can accomplish any desired debt and equity mix by themselves Weighted average cost of capital is constant

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Page 1: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Capital Structure and Value

• Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average cost of capital

• Miller & Modigliani– If markets are perfect capital structure does not affect

value– Investors can accomplish any desired debt and equity mix

by themselves– Weighted average cost of capital is constant

Page 2: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Financial Leverage, EPS, and ROE

Current Proposed

Assets $5,000,000 $5,000,000

Debt $ 0 $2,500,000

Equity $5,000,000 $2,500,000

Debt/Equity ratio 0 1

Share price $10 $10

Shares outstanding 500,000 250,000

Interest rate n/a 10%

Page 3: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Financial Leverage, EPS, and ROE

EPS and ROE under current capital structure

Recession Expected Expansion

EBIT $300,000 $650,000 $800,000

Interest $ 0 $ 0 $ 0

Net income $300,000 $650,000 $800,000

EPS $0.60 $1.30 $1.60

ROE 6% 13% 16%

Page 4: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Financial Leverage, EPS, and ROE

EPS and ROE under proposed capital structure

Recession Expected Expansion

EBIT $300,000 $650,000 $800,000

Interest $250,000 $250,000 $250,000

Net income $ 50,000 $400,000 $550,000

EPS $0.20 $1.60 $2.20

ROE 2% 16% 22%

Page 5: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Homemade Leverage and ROE

Firm does not adopt proposed capital structureInvestor put up $500 and borrows $500 at 10% to buy 100 shares

Investor’s return on her investment will be,

Recession Expected Expansion

EPS of un-levered firm $0.60 $1.30 $1.60

Earnings for 100 shares $60.00 $130.00 160.00

less interest on $500 at 10% -$50.00 -$50.00 -$50.00

Net earnings $10.00 $80.00 $110.00

ROE $10/$500 $80/$500$110/$500 2% 16% 22%

Page 6: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Homemade Leverage and ROE

Firm adopts proposed capital structureInvestor puts up $500, $250 in stock and $250 in bonds at 10%

Investor’s return on her investment will be,

Recession Expected Expansion

EPS of levered firm $0.20 $1.60 $2.20

Earnings for 25 shares $5.00 $40.00 $55.00

plus interest on $250 at 10% +$25.00 +$25.00 +$25.00

Net earnings $30.00 $65.00 $80.00

ROE $30/$500 $65/$500 $80/$500 6%

13% 16%

Note: Remember we assume a world where there are no market imperfections such as taxes and transaction costs.

Page 7: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

The Miller & Modigliani (M&M) Propositions

Financial leverage and firm value: Proposition I

Since investors can costlessly replicate the financing decisions of the firm (homemade leverage), in the absence of taxes and other market imperfections, the value of the firm is unaffected by its capital structure.

Implications:

There is no “magic” in finance - you can’t get something for nothing.

Capital restructurings don’t create value, in and of themselves. (Why is the last part of the statement so important?)

Page 8: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

The M&M Propositions

The cost of equity and financial leverage: Proposition II

Because of Proposition I, the WACC must be constant.

With no taxes,

WACC = RA = (E/V) x RE + (D/V) x RD

where RA is the return on the firm’s assets

Solve for RE to get MM Proposition II

RE = RA + (RA - RD) x (D/E)

Cost of equity has two parts:

1. RA and “business” risk

2. D/E and “financial” risk

Page 9: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

The CAPM, the SML, and Proposition II

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Page 10: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

The M&M Propositions

Cost of capital(%)

Debt-equity ration(D/E)

RE

RD

WACC = RA

RE = RA + (RA – RD) X (D/E) by M&M Proposition IIRA = WACC = (E/V) X RE + (D/V) X RD

where V = D + E

Page 11: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Introduction of Taxes

– Interest is taxed as the income of the lender, but equity income is taxed as corporate income and income of the shareholder

– By borrowing corporations create interest tax shield because interest expense of corporations reduces taxable income

– This leads to a firm that is almost entirely financed with debt

Page 12: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Debt, Taxes, and Firm Value

The interest tax shield and firm valueFor simplicity: (1) perpetual cash flows

(2) no depreciation(3) no fixed asset or NWC spending

A firm is considering going from zero debt to $400 at 10%:

Firm U Firm L(un-levered) (levered)

EBIT $200 $200Interest 0 $40Tax (40%) $80 $64Net income $120 $96

Tax saving = $16 = 0.40 x 0.10 x $400 = TC x RD x D

Page 13: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Debt, Taxes, and Firm Value

What’s the link between debt and firm value?

Since interest creates a tax deduction, borrowing creates a tax shield. Its value is added to the value of the firm.

MM Proposition I (with taxes)

PV(tax saving) = (0.40) x (10%) x ($400) / 0.10 =$160

= (TC x RD x D)/RD = TC x D

VL = VU + TC x D

Page 14: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Debt, Taxes, and Firm Value

Value ofthe firm(VL)

VL = VU + TC X D = Value of firm with debt

VU = Value of firm with no debt

Total debt(D)

VU

= TC

TC= Corporate Tax Rate

TC X D = Present value of tax shield on debtVU

The value of the firm increases as total debt increases because ofthe interest tax shield. This is the basis of M&M Proposition I with taxes.If M&M proposition I with taxes is valid, how much debt a firm should use?

Page 15: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Debt, Taxes, and Firm Value

Cost of Capital

D/E

RU

RE

RA

RD(1-TC)

Page 16: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Differential Tax Rates on Debt and Equity Income

– Above conclusions assume that the tax rate on equity and debt income is the same

– Value of the firm with differential tax rate is the present value total cash flows (TCF) to investors

– TCF = I (1 – Tp) + (NOI – I) (1 – Tc) (1 – Tg)

I = interest expense

Tp = personal tax rate on interest income

Tc = corporate tax rate

Tg = personal tax rate on equity income

– TCF increases with additional debt if:

(1 – Tp) > (1 – Tc) (1 – Tg)

Page 17: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Tax Clientele Effect

– Tax rates of investors vary causing preference toward debt or equity

– If all companies have the same tax rate but investors experience different tax rates, companies as a group would maximize value by issuing enough debt to accommodate those investor for whom

(1 – Tp) > (1 – Tc) (1 – Tg) holds

• Differential Tax Rates Among Corporations– High tax rate of a corporation increases benefits of

debt financing

Page 18: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Bankruptcy Costs

As the D/E ratio increases, the probability of bankruptcy increases – likelihood of operating income shortage to cover interest expense on the debt

This increased probability will increase the expected bankruptcy costs

At some point, the additional value of the interest tax shield will be offset by the expected bankruptcy cost

At this point, the value of the firm will start to decrease and the WACC will start to increase as more debt is added

Page 19: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Bankruptcy Costs

• Bankruptcy Costs – Direct costs: legal and administrative fees

• Legal costs– Indirect costs:

• Lost sales of products requiring future service• Loss of best employees• Low employee morale• Inability of credit purchases• Higher financing costs and restrictions

– As the amount of debt increases, the probability of bankruptcy and therefore expected costs of bankruptcy increases, reducing firm value

Page 20: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Debt, Taxes, Bankruptcy, and Firm Value

Value ofthe firm(VL) VL = VU + TC X D

= Value of firm with debt

Financial distresscosts

VU = Value of firm with no debt

Actual firm value

Maximumfirm value VL*

D* Optimal amount of debt

Total debt(D)

Present value of taxshield on debt

According to the static theory, the gain from the tax shield on debt is offset by financial distress cost.An optimal capital structure exists that just balances the additional gain from leverage against theadded financial distress cost.

Page 21: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Debt, Taxes, Bankruptcy, and Firm Value

Valueof thefirm(VL) PV of bankruptcy

costs

Net gain fromleverage

Case IIM&M (with taxes)

Case IIIStatic theoryCase IM&M (no taxes)

VL*

VU

Totaldebt (D)D*

Weightedaverage cost ofcapital(%)

Case IM&M (no taxes)

Case IIIStatic theory

Case IIM&M (with taxes)

WACC*

D*/E*Debt-equity ratio(D/E)

Case 1With no taxes or bankruptcy costs, the value of the firm and its weighted average costof capital are not affected by capitalstructures.

Case 2With corporate taxes and no bankruptcy costs,the value of the firm increases and the weightedaverage cost of capital decreases as the amountof debt goes up.

Case 3With corporate taxes and bankruptcy costs,the value of the firm, VL, reaches a maximum atD*, the optimal amount of borrowing. At the sametime, the weighted average cost of capital, WACC,is minimized at D*/E*.

Page 22: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

– Agency costs of debt:• Managers can increase shareholders’ wealth at

the expense of creditors by taking risky projects• If level of debt is low, risks are also low. High debt

level requires monitoring by creditors, increasing agency costs even further

– Agency costs of equity• Managers’ self fulfilling prophecies, conservatism

or over-optimism in investment decisions• Higher debt level prevents managers from value

reducing activities

Agency Costs

Page 23: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Information Signaling

– Managers convey their private information to the investors by changing capital structure

– High debt levels reflect managers’ information on improved future prospects of the company

– Firms with bad news cannot replicate because they won’t have resources to support high debt level

Page 24: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Additional Considerations

– Unequal costs of borrowing– Higher risk of personal borrowing– Institutional restrictions on leverage

Page 25: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Capital Structure with Informed Investors

• Study the market response to determine optimal capital structure

• Study the relationship between different capital structures and the weighted average cost of capital

• Information from market participants

Investment bankers

Bond ratings and wacc

Security analysts• Disequilibrium

Page 26: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Capital Structure with Uninformed Investors

• If investors are not well-informed, managers should consider future profitability, earnings variability and bankruptcy risk

• Pro forma analysis of alternative capital structures• Risk analysis

Ratio measures

Break-even point is the sales level below which the company has a loss

Crossover point is the sales or EBIT level at which the company would earn the same EPS with two different capital structures

Debt capacity analysis

Page 27: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Empirical Evidence

– Bankruptcy costs are important in determining optimal capital structure

– The more the physical assets the more the debt level in capital structure

– Announcement of equity issues cause negative abnormal returns

– Announcement of debt for equity exchange increases stock value

– Announcement of equity for debt exchange decreases stock value

– Abnormal price drops following leverage decreasing capital structure exchanges are positively related to unexpected earnings decreases

– Stock repurchases via tender offers result in sharp price increases

– If a firm becomes a takeover target, it increases debt levelHarris and Raviv (1991), The Theory of Capital Structure, JOF.

Page 28: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Modigliani and Miller Summary

I. The No-Tax Case

A. Proposition I: The value of the firm levered equals the value of the firm un-levered: VL = VU

B. Implications of Proposition I:

1. A firm’s capital structure is irrelevant.

2. A firm’s WACC is the same no matter what mix of debt and equity is used.

C. Proposition II: The cost of equity, RE, is

RE = RA + (RA - RD) D/E

where RA is the WACC, RD is the cost of debt, and D/E is the debt/equity ratio.

D. Implications of Proposition II

1. The cost of equity rises as the firm increases its use of debt financing.

2. Equity risk depends on the risk of firm operations (business risk) and the degree of financial leverage (financial risk).

Page 29: Capital Structure and Value Optimal capital structure is the mix of debt and equity that maximizes the value of the firm or minimizes the weighted average

Modigliani and Miller Summary

II. The Tax Case

A. Proposition I with Taxes: The value of the firm levered equals the value of the firm un-levered plus the present value of the interest tax shield:

VL = VU + Tc D

where Tc is the corporate tax rate and D is the amount of debt.

B. Implications of Proposition I with taxes:

1. Debt financing is highly advantageous, and, in the extreme, a firm’s optimal capital structure is 100 percent debt.

2. A firm’s WACC decreases as the firm relies more heavily on debt.