corporate finance - beny w2011

Upload: cparka12

Post on 06-Apr-2018

250 views

Category:

Documents


0 download

TRANSCRIPT

  • 8/3/2019 Corporate Finance - Beny W2011

    1/38

    rt

    Law 635 Outline

    I. Basic Finance Equations

    a. PV

    =

    Ct

    1r

    t , where ris discount factor and C = dollars in year t

    b. NPV = C0

    T

    Ct

    1rt

    C c. DCF =

    t(For different cash flows Ct at each t)

    t1 (1r)

    Cd. PV of perpetuity =

    r

    e. PV of annuity =

    1 1r r1r

    t (t-year annuity factor) for fixed sum forspecified period

    f. Annuity due: first payment made immediately; multiply PV of ordinaryannuity by (1 + r)

    1rt1

    g. FV of annuity =r

    C1h. PV of growing

    perpetuity = rg, where g is the growth rate

    i. PV of T-period growingannuity =

    1rg

    1g

    t

    rg1r

    t

    j. Continuous compounding annuity: the new ris such that er= 1+[old rate]

    1 1 1 i. PV C *

    r r ert

    mn

    k. Compound Interest: FV

    nP*

    1m

    , where m is number of compounds peryear

    i. Limit as m gives you FVn = Pert

    II. Bonds

    a. Definitions

    i. Bond:

    1. Entitled to fixed set of cash payoffs; regular interestpayments (coupon)

    2. At maturity, you get final interest payment + face value

  • 8/3/2019 Corporate Finance - Beny W2011

    2/38

    (par value) of the bond

    ii. Ask Price: Amount needed to buy note

    from dealer iii. Bid price: Amount needed

    to sell note to dealer

    1

  • 8/3/2019 Corporate Finance - Beny W2011

    3/38

    T

    iv. Spread: Difference between bid and ask

    v. Duration / Macaulay duration = weighted average of times whenbonds cash payments

    are received

    vi. Term structure of interest rates = relationship b/w short-

    and long-term rates vii. Spot rate rn = n-year rate of interest

    viii. Stripped bond / strips = bonds that make onecash payment

    ix. Arbitrage = money

    machine x. Ratings

    (Moodys / S&P

    1. High = AAA; AA

    2. Medium = A; BBB

    3. Low = BB; CCC; CC

    4. Very Low (Junk) = C, D

    b. PV of bond = (coupon * annuity factor) + (final payment *discount factor)

    1i. = C*

    1 ParValue

    rr1rt

    1rt

    ii. Example: 4-year bond with $8.5 coupon; 3% discount rate; $100 facevalue

    PV8.5* 1

    1 100iii.

    0.03

    0.03

    *1.034

    (1.03)4

    c. YTM = rate of return on the bond (IRR), backed out from PV calculation as a

    function of price, coupon, and par value

    d. Duration = t*PV(C

    t)

    , where final maturity date is at Tt1 PV

    i. A weighted average time to each payment; shorter than thematurity date

    duration

    e. Modified duration =volatility = 1

    yield

    , a measure of interest-rate risk

    i. A measure of how much the bond price changes given a 1% change inYTM

    ii. Bond prices and interest rates move in

    opposite directions f. Inflation, Nominal Cash Flows, Real

    Cash Flows

    Ct

  • 8/3/2019 Corporate Finance - Beny W2011

    4/38

    i. Real cash flow atdate t=

    , where C = nominal cash flow(1CPI)

    t

    ii. Real rate ofreturn =

    1i

    1CPI

    1, where i is nominal interest rate

    iii. Real interest rate i CPI

    iv. Average US inflation is about 3%

    v. Fishers theory: Change in expected inflation rate causes same

    proportionate change in n o m i n al interest rate; no effect on required

    real interest rate

    2

  • 8/3/2019 Corporate Finance - Beny W2011

    5/38

    1. 1 + i = (1 + r)(1 +CPIexpected)

    g. Types of corporate bonds

    i. Floating rate bonds (e.g. coupon payments tied to treasury rate + 2%)

    ii. Convertible bonds (may exchange bond for shares of common stock)

    h. How bond yields vary with maturity depends on

    i. Real rate of interest (theoretically, this is flat)

    ii. Expected future inflation (can be upward or downward sloping)

    iii. Interest rate risk premium (increases with time)

    i. Expectations theory of term structure: bonds priced so that investor who

    holds succession of short bonds can expect same return as investor who

    holds long-term bond

    i. But it leaves out risk

    j. Some comparative statics

    Factor (as this goes Effect on Bond Price

    Default probability Lower

    Inflation risk Lower

    Taxability of coupon Lower

    Liquidity Higher

    Yield to maturity / IRR Lower

    Coupon rate Higher

    III. Stocksa. Definitions

    i. Primary market = Sales of shares to raise new capital

    ii. Secondary market = stock exchanges like NYSE / NASDAQ

    iii. Market order = to buy / sell stock at best available price

    iv. Limit order = Price at which person is willing to

    buy/sell stock v. Auction markets: NYSE; TSE; LSE;

    Deutsche Borse

    vi. Non-auction market: NASDAQ

    vii. Exchange-traded funds (ETFs): portfolios of stocks to buy/sell in asingle trade

    viii. Growth stocks bought primarily for capital gains; income stocks

    primarily for dividends b. Valuation Techniques / Stock price determinants

    i. Comparables: Look at market-to-book value ratio;

    price-earnings ratio ii. PV(stock) = PV(dividends),

    theoretically

    1. Gains come from dividends and capital gains; that is, rDIV

    1

  • 8/3/2019 Corporate Finance - Beny W2011

    6/38

    (P1P0 )

    P0

    3

  • 8/3/2019 Corporate Finance - Beny W2011

    7/38

    ?1

    2. Rearranging gives you

    Equation (1): P0

    DIV1

    P1

    1r

    3. r= market capitalization rate or cost of equity capital,which is the rate of

    return of stocks in the same risk class (assumed to all havesame return)

    DIVP4. We know from (1) that P 2 2 ; we could plug thisinto (1) 1

    5. Or, we can generalize

    to P0

    1r

    DIV

    1

    1r

    DIV2

    1r2 ...

    DIVH PH

    1rH

    H

    DIV P6.

    Rearranged, P

    t H , where H is the horizon.

    0

    t1 1rt

    1rH

    Theoretically, though, the terminal price should approach zeroas H approaches

    DIVinfinity,giving us

    P0

    t1

    t

    rt

    iii. Dividend theory: growth companies (e.g. CSCO) that never pay

    dividends now are just investing for later when there are fewer

    profitable opportunities; those later dates will have higher dividends

    (which accounts for the high valuation today)

    c. Cost of Equity Capital

    i. If we forecast a growth rate g for the companys expected dividends,we get:

    P DIV

    1 , so long as r> g0rg

    ii. Rearranging, we get rDIV1 g

    , whereP0

    DIV1 is the dividend yieldP

    0

    iii. Example: Company has stock price of $42.45; dividend payments of$1.68 / share;

    annual growth of 6.1%

    1. r= (1.68 / 42.45) + (0.061) = 0.101 = 10.1%

    iv. Since long-run growth rate is hard to come by, can also use payoutratio (Div / EPS)

    DIV1. Plowback ratio = 1 payout ratio = 1

  • 8/3/2019 Corporate Finance - Beny W2011

    8/38

    EPS

    2. EPS / book equity per share = return on equity = ROE

    3. Dividend growth rate = g = plowback * ROE

    d. DCF Valuation with Varying Growing Rates

    i. Plowback ratio is based on old numbers; may represent

    unsustainable growth ii. Instead, get the realistic growth

    number gt at time t, and back out rfrom it

    DIV DIV

    1

    DIV

    P 1 2 ...

    * t 0

    1r (1r)2

    (1r)

    t rg t

    4

  • 8/3/2019 Corporate Finance - Beny W2011

    9/38

    iii. You can use multiple-stage DCF models to do ramp-up years and

    steady growth years using the model above

    e. Price and EPS

    i. Expected return of company that plows back nothing and only

    produces dividends = like a perpetual bond; expected return istherefore dividend yield = EPS1 / P0

    1. Therefore, P0 = EPS1 / r

    ii. If earnings are reinvested (a stock thats purely a growth stock

    rather than an income stock), and reinvestment has same risk as

    present business, then share price should be unaffected

    1. Reduction in value by 0 dividend should be offset by

    increase in value in dividends in later years, so same

    formula for P0

    2. This is only true if the NPV of the new project is 0.

    3. More

    generally, P0

    EPS

    1 PVGO , where PVGO is the net

    present valuer

    of growth opportunities

    a. Example: Stock with market capitalization rate of 15%;$5 dividend in

    Y1 and 10% growth thereafter; ROE = 0.25.

    i. Then, P0

    DIV1

    rg

    $5

    0.150.1

    $100

    b. Assume earnings per share is $8.33

    i. Payout ratio is thenDIV1

    EPS

    1

    $5

    $8.33

    0.6 , whichmeans

    that the plowback ratiois 40%.

    ii. The equation balances g = (plowback * ROE) =(0.4 * 0.25)

    =0.1

    c. If there were no growth opportunities, weshould find

    P EPS1

    $8.33

    $55.56, but

    instead, P

    = $100.

    0r 0.15

    0

    d. Since ROE = 0.25, the plowback NPV can be represented

    as

  • 8/3/2019 Corporate Finance - Beny W2011

    10/38

    NPV1 (0.4)* ($8.33)

    [(0.4)*($8.33)]* 0.25

    $2.220.15

    e. In Year 2, the plowback has a 10% growth rate, giving usabout $2.44:

    NPV2 (0.4)*(8.33)* (1.1)

    [(0.4)*(8.33)*

    (1.1)]*0.25

    0.15

    5

  • 8/3/2019 Corporate Finance - Beny W2011

    11/38

    f. That is, NPVt= (1.1)(NPVt - 1), which gives us

    PVGO NPV

    1

    rg

    $2.2

    2

    0.150.1

    $44.44 , which completesthe

    f. Valuation throughDCF

    equation:

    P0

    EPS

    1 PVGO $55.56 $44.44 $100r

    i. Free cash flow = amount of cash a firm can pay to investors

    after paying for all investments necessary for growth

    ii. Valuation: discount the free cash flows to horizon, and add the

    discounted present value at time H

    1. Estimating horizon value

    a. Constant-growth DCF formula

    i. Example: discount rate of 10%; long-run growthrate of 6%;

    free cash flow of 1.59 at year 7

    1 FCF ii. PV

    H1 [CHECK THIS et seq.for

    H(1r)

    H

    rg

    off-by-one

    error]b. P/E ratios

    i. Example: Take an assumed P/E ratio, and plug itin

    ii. PVH

    1

    (1r)

    H

    (ratio*earnings

    H1 )

    c. Market-Book ratios

    i. Example: Take an assumed Market-Book ratio,and plug it

    ii. PVH

    1

    (1r)

    H

    (MarketToBookRatio*AssetValue

    H)

    d. Growth Opportunities

    i. Assume that, at some point H, PVGO is zero

    earnings

    g. Price/Earnings

    R ii. PVH

  • 8/3/2019 Corporate Finance - Beny W2011

    12/38

    H1 r

    i. Growth stocks: low current earnings,

    high PVGO ii. Income stocks: high current

    earnings, low PVGO iii. Rough guide to

    PVGE

    1. 0-10 = stock undervalued, or earnings expected to decline

    2. 10-17 = P/E is at fair value

    6

  • 8/3/2019 Corporate Finance - Beny W2011

    13/38

    3. 17-25 = overvalued or earnings fell relative to last report

    4. 25 = very promising future or speculative bubble

    IV. Alternatives to the NPV

    a. Three things to remember about NPV

    i. Dollar today worth more than a dollar tomorrow

    ii. NPV depends on cash flow and opportunity cost of capital

    1. Investors who look at book rate of return only dont get the

    whole picture (depends whats treated as a capital

    investment); companies may worry how book return is

    affected by an investment

    iii. NPV(A + B) = NPV(A) + NPV(B)

    b. Competitors to the NPV

    Rule i. ThePayback Rule

    1. Definition

    a. Payback period found by counting tit takes before

    cumulative cash flow equals the initial investment

    b. Payback rule = if payback period is less than some t,

    then the project should be accepted.

    2. Three Examples

    Proje C0 C1 C2 C3 Payback NPV at

    A (2,00 50 50 5,00 3 2,62

    B (2,00 50 1,80 0 2 (58

    C (2,00 1,80 50 0 2 50

    a. If the cutoff above is 2 years, then only B and C get

    investments even though B has a negative NPV

    3. Problems with payback rule

    a. Ignores cash flows after cutoff date

    b. Equal weight to all cash flows before the cutoff date

    4. Advantages with payback rule

    a. Easy to communicate / justify

    b. Short paybacks = quick profits = quick promotions

    c. Limited access to capital favors rapid payback evenw/some NPV hit

    5. Discounted Payback

    a. Definition: How long does it last in order for NPV to bepositive?

    b. In example above, DPP(A) = 3; DPP(B) = DNE; DPP(C) = 2

  • 8/3/2019 Corporate Finance - Beny W2011

    14/38

    7

  • 8/3/2019 Corporate Finance - Beny W2011

    15/38

    c. Allows manager to reject non-NPV-positive projects

    that make sense from a payback-only perspective

    ii. Book Rate of Return / Accounting Rate of Return

    1. Definition

    a. Average income divided by average book value overproject life

    BookIncomeb. Book Rate ofReturn =

    2.

    Problems

    BookAssets

    a. Not a good measure of true profitability; depends on

    whats capex and whats opex

    b. Average across all of the firms activities; thats not

    usually the right hurdle for new investments

    i. E.g. if opportunity cost of capital is 12% but

    historic book return is 24%, implication is

    reject a 20% rate of return investment

    iii. IRR (Internal Rate of Return) / DCF (Discounted Cash Flow)

    1. Definition in single period is easy

    a. IRR Payoff

    1Investment

    b. NPVC

    0

    C11r

    0 , which can berewritten as r

    C1 1C

    0

    2. Calculating the IRR

    a. NPVC

    0

    C

    1

    1IRR

    C

    2

    (1IRR)2

    ...C

    T

    (1IRR)

    T

    0,

    which is solved through trial and error.

    3. The Rule

    a. IRR rule = accept a project if the opportunity cost of

    capital is less than the internal rate of return

    4. Problems

    a. Lending or Borrowing?

    i. Project A has C0 of (1,000), C1 of 1,500, IRR =

    50%

    ii. Project B has C0 of 1,000, C1 of (1,500), IRR =

    50%

    iii. These arent equally attractive; one is borrowing(which we

  • 8/3/2019 Corporate Finance - Beny W2011

    16/38

    want to do at a low IRR) and one is lending(want high)

    b. Multiple Rates of Return

    8

  • 8/3/2019 Corporate Finance - Beny W2011

    17/38

    c. CapitalRationing

    i. Sometimes, you can solve for two different r

    that satisfy the IRR equation. (There can be

    infinitely many; depends on how many sign

    changes there are in the cash flows). There are

    also cases where no IRR exists.c. Mutually Exclusive Projects

    i. A project may have higher IRR but lower NPV; if

    theyre mutually exclusive (e.g. capital

    constraints), you actually want the one with

    better NPV.

    ii. IRR also doesnt have the value additivityproperty (cf. NPV)

    d. Multiple Opportunity Costs of Capital

    i. Cost of capital varies over time

    ii. Inappropriate when short- and long-term ratesdiverge

    i. Basic Equation

    1. ProfitabilityIndex =

    NPV

    Investm

    ent

    2. Pursue the projects that have the highest profitability index, butthere are capital

    constraints; with a limited number of projects, its easy, but with

    more, uselinear programming models

    ii. Soft Rationing capital constraints are soft and are provisionallimits adopted by

    management

    iii. Hard Rationing implies market imperfections; examples are

    shareholder vetoes, etc. d. How to apply NPV

    i. Three rules

    1. Only cash flow is relevant

    2. Always estimate cash flows on an incremental basis3. Be consistent in your treatment of

    inflation ii. Rule 1 (cash flow is king)

    1. Always estimate cash flow on an after-tax basis

    2. Make sure cash flows recorded only when

    they occur iii. Rule 2 (cash flows on an incremental

    basis)

    1. Dont confuse average and incremental payoffs

    a. Incremental NPV from investing in a loser may be

    positive (chasing losses is OK); similarly, dont chase

  • 8/3/2019 Corporate Finance - Beny W2011

    18/38

    good money after good (a 20-year old race horse is not

    a good investment)

    2. Include all incidental effects

    9

  • 8/3/2019 Corporate Finance - Beny W2011

    19/38

    ?

    V.

    Risk

    a. E.g. investing in a new regional air route may be NPV inisolation, but

    +NPV when adding new business

    b. E.g. New product may cannibalize own business, but

    competitor products will eat away market share

    anyway; invest and hope for good.

    3. Forecast sales today and recognize after-sales cash flows tocome later

    4. Dont forget working capital requirements

    a. Definitions

    i. Diversifiable risk risk that can be reduced

    or eliminated ii. Nondiversifiable cannot be

    eliminated

    b. Order of risk (in descending order)

    i. Small cap

    stocks ii. Large

    cap stocks iii.

    Junk bonds

    iv. Investment-grade

    corporate bonds v. Municipal

    bonds

    vi. US T-bills /

    bonds c. Measuring

    risk

    i. Variance / Standard Deviation

    2 2 22ii. Portfolio variance for twoassets:

    x1

    1

    x22 2(x1x21212 )

    iii. Portfolio risk = systematic risk + unsystematic risk

    1. Beta = sensitivity of stocks return to return on market portfolio(cannot be

    eliminated throughdiversification)

    ima. i 2

    m

    , with numerator = covariance with market

    2. Portfolio Beta = weighted average of each stocks portfolio

    3. Systematic risk is the market standard deviation

    multiplied by beta d. Efficient Frontier / Market Porfolio borrowing

    and lending at risk-free rate

    rm

    rf

  • 8/3/2019 Corporate Finance - Beny W2011

    20/38

    i. Slope of capital market line is the Sharpe Ratio, which ism

    ii. Bottom line points:

    1. Only invest in efficient portfolios that maximize return per unit ofrisk

    2. Capital market line depicts tradeoff b/w risk and return fordiversified portfolios

    3. Separation theorem: Its efficient just to invest in the marketportfolio, and

    borrow / lend at the risk-free rate

    10

  • 8/3/2019 Corporate Finance - Beny W2011

    21/38

    VI. CAPM

    a. Expected return on an

    asset = rf

    b. Challenges to the model:

    a (rmrf )

    i. Can only test model against actual results, so not

    testable ex ante ii. Estimating beta is difficult

    iii. Can only use a proxy for the complete market portfolio, since not all

    assets are publicly traded

    iv. Testing CAPM is a joint test of both the validity of CAPM and efficiency

    of asset pricing c. Assumptions underlying CAPM:

    i. No transactions

    costs ii. No taxes

    iii. Homogenous expectations /valuations iv. Passive

    investment

    v. Ability to freely borrow / lend at

    risk-free rate vi. Risk-free security

    exists

    vii. Investors only concerned about

    systematic risk viii. Market efficiency

    d. Arbitrage Pricing Theory

    i. Identify a reasonably short list of macroeconomic factors expected to

    affect stock returns ii. Estimate risk premium on each of these factors;

    multiply by sensitivity of stock to each of

    these factors

    VII. Cost of Capital and WACC

    a. Cost of capital = expected return on assets = rdebt * (debt / total firm

    value) + requity * (eq/total firm value)

    b. WACC = (1 Tc) * rD * (D / V) + rE * (E / V), where Tc is the marginal rate of

    corporate taxVIII. Efficient Markets

    Hypothesis a. Three

    Forms:

    i. Weak (price reflects historical price / trading information) (random walkhypothesis)

    ii. Semi-strong: Market prices reflect all publicly

    available information iii. Strong: Market prices reflect all

    information, both public and private

    1. Implication: even corporate insiders cannot earn

  • 8/3/2019 Corporate Finance - Beny W2011

    22/38

    abnormal returns b. Testing these hypotheses

    i. Weak form: technical analysis doesnt provide greater returns than buy& hold, given

    trading costs

    11

  • 8/3/2019 Corporate Finance - Beny W2011

    23/38

    ii. Semi-strong: Observe stock price response to events like stock splits /

    dividends announcements, etc. prices react within 5-10 minutes for

    earnings and dividend changes (Patell & Wolfson)

    iii. Strong: Whether mutual funds / pension funds consistently outperformthe market;

    1. Jeng et al. corporate insiders buys have abnormal returns >6%/year

    2. Ziobrowski Senators portfolios outperform market by 12%

    c. Mechanisms (Gilson andKraakman):

    i. Universally informed trading

    ii. Professionally informed

    trading iii. Derivatively

    informed trading

    1. Made permissible by direct / indirect info leakages2. Trade decoding

    3. Price

    decoding iv.

    Uninformed trading

    1. Soft information like forecasts /

    predictions d. Information Costs

    i. Acquisition

    costs ii.

    Processing Costs

    iii. Verification

    Costs

    e. Anomalies

    i. January effect: Returns tend to be higher in January than other

    months (particularly small-cap stocks); seems to have

    disappeared lately

    ii. Returns tend to be lower on Monday

    iii. Investors tend to underreact to surprise earnings

    announcements iv. Stock market overreaction (e.g.

    JPN stock market in the 1980s) v. New-issue puzzle:

    IPOs tended to underperform

    vi. S&P Effect: When added to S&P 500, price rises between 2-3%

    vii. Stock market crash (1987): 23% devaluation of American corporatesector

    1. But can be explained using Div / (r g) with big dropoff in g orbig increase in r

    viii. Internet Bubble: Companies excess valued, but even savvy

    analysts pushing f. Behavioral Finance Theory (Shleifer & Summers)

  • 8/3/2019 Corporate Finance - Beny W2011

    24/38

    i. Two types of traders: arbitrageurs;

    noise traders ii. Noise traders =

    responsive to pseudo-signals iii.

    Investor biases:

    1. Overconfidence

    2. Over / underreaction to recent events

    3. Trend chasing

    12

  • 8/3/2019 Corporate Finance - Beny W2011

    25/38

    4. Excessive trading

    5. Underdiversification

    iv. Arbitrageurs are risk-averse and cant totally eliminate noise tradersnoise

    1. Arbitrage has high transaction costs

    2. Short-selling prevents convergence trading

    3. Budget constraints

    4. Risky to adopt contrarian position

    v. Heterogeneous Expectations Asset Pricing Model (HEAPM)

    1. CAPM assumes investors have homogenous expectationsvalue converges to

    bestestimate

    2. HEAPM assumes investors disagree on future risks / returns,

    PLUS limits to arbitrage, making stock prices notfundamentally efficient

    vi. Critiques

    1. Anomalies shouldnt account for much money relative to size ofmarket

    2. Many anomalies tend to be short-lived and disappear whendiscovered

    3. Anomalies not easily translatable into profitable trading

    strategies b/c of transactions costs

    4. Unpredictable

    IX. Corporate Finance

    a. Terms

    Tunneling = transfer of assets / profits out of firms for benefit of

    ii. Preferred stock takes priority over common stock in regards to

    iii. Floating-Rate Preferred Stock Pays dividends that vary with short

    iv. Subordinate debt = repaid in bankruptcy only after senior debt

    v.

    vi.

    Secured debt = first claim on specific collateral in event of default

    Protective covenants = Restrictions on firm to protect bondholders

    vii. Eurodollars = dollars held on deposit in bank outside the US

    viii. Eurobond = Bond marketed internationally; may be denominated in

    ix. Private placement = sale of securities to limited number of qualifiedinvestors without a

    x. Convertible bond = bond that holder can exchange for some other

    bond + call option)

    xi. Warrant: Right to buy shares from company at stipulated pricebefore set date

    xii. Book Value: backward looking; cf. Market value

  • 8/3/2019 Corporate Finance - Beny W2011

    26/38

    b. Relationship v. Arms Length Finance

    i. Relationship finance: Financier has power over the firm being financed

    13

  • 8/3/2019 Corporate Finance - Beny W2011

    27/38

    1. Physical asset-intensive businesses; older industries; lower

    market-to-book ratios

    ii. Arms length finance: Financier protected by explicit Ks /transparency

    1. High-tech; intangible assets like IP; R&D; high

    market-to-book iii. Various pros and cons (search Arms

    Length Finance)

    iv. Venture capital = hybrid (financing for start-ups; usually high tech)

    1. Exit mechanisms:

    a. Sale to another

    company b. Start-up

    buys itselfback

    c. Block sale of VCs stake to another block investor

    d. IPO

    c. IPO terminology

    i. Underwriter: Firm that buys an issue of securities; resells to public

    1. Asymmetric info b/c of new issuer; underwriter reduces

    verification costs ii. Prospectus: Formal summary, provides info like

    risk factors / line of business

    iii. Underpricing: Issue securities at offering price set below true

    value of security iv. Rights Issue: Issue of securities offered only

    to current stockholders

    d. Dividendsi. Term

    sCash Dividend = payment of cash by firm to sh/hs

    2. Ex-dividend date: Determines date when stockholder is

    3.

    payment

    Record date: Person who owns stock on this date receives

    acquired after ex-dividend date

    ii. Type

    1. Regular Cash Dividend

    2. Special Cash Dividend

    3. Stock Dividend

    4. Stock Repurchase

    a. Buy shares on open

    market b. Tender

    offer to shareholders c.

    Private negotiation

    d. Dutch

    auction iii. Dividend Policy

  • 8/3/2019 Corporate Finance - Beny W2011

    28/38

    1. Lintners Sylized Facts (from interviews with corporatemanagers)

    a. Long-term target payoutratios

    14

  • 8/3/2019 Corporate Finance - Beny W2011

    29/38

    b. Managers reluctant to make changes (esp. increases)

    that might have to reverse

    c. Transitory earnings changes unlikely to affect dividendpayouts

    d. Repurchase, rather than issue dividends with large

    amount of unwanted cash

    2. Information effect: Investors react positively to dividend

    increases; negatively to decreases

    a. Signaling effect

    b. Firm value change? Three theories

    i. Dividend policy ir r ele v a n t (Miller-Modigliani)

    1.

    Assumptions:

    a. No taxes, transaction costs,

    market imps b. Fixed capital

    budgeting plan

    c. Fixed borrowing

    d. Efficient capital markets

    e. Financial deficit funded by retained

    earnings; all extra cash paid out asdividends

    2. Investors dont need dividends to

    convert shares to cash

    X. Capital Structure

    a. Miller-

    Modigliani

  • 8/3/2019 Corporate Finance - Beny W2011

    30/38

    a. Wont

    pay

    higher

    prices

    forfirms

    with

    more

    divide

    nd

    payou

    ts

    b.

    Divid

    end policy = irrelevant; no impact

    on firm value!

    ii. Dividends increase firm value

    1. Some investors prefer high dividends

    to support current income

    2. Managers that dont have high present

    value growth opportunities have

    incentives to spend cash wastefully

    (Goodyear)

    3. Easterbrook: Mitigate monitoring costs with

    Easterbrook

    iii. Dividends reduce firm value

    1. Dividends w e r e taxed more heavily thancapital gains

    2. No longer true after Bushs 2003 dividendtax cut

    i. Proposition I capital structure doesnt matter

    15

  • 8/3/2019 Corporate Finance - Beny W2011

    31/38

    1. Doesnt matter whether f ir m borrows or in d i v id u a l borrows

    2. Claim: levered firm and unlevered firm have same value

    3. Assumptions:

    a. Perfect capital markets

    i. Perfect competition in

    capital market ii. Firms /

    investors borrow at same rate

    1. Brealey-Myers: This isnt

    realistic iii. Equal access to all

    relevant information

    iv. No transaction costs;

    no taxes b. No bankruptcy

    costs

    c. Capital structure doesnt affect investment / operatingpolicies /

    managementincentives

    d. WACC is fixed (rA = Operating Income / Value of

    securities)

    ii. Proposition II : Leverage raises requiredreturn on equity

    1. Return on equity increases in proportion to the debt-equity

    ratio; rate of increase depends on spread between expected

    return on assets and on debt:

    D2. r

    E rA (rArD )E

    3. Similarly, leverage increases beta of firms shares

    D4. E A (AD )E

    5. Critique (Brealey Myers)

    a. At moderate levels of debt, shareholders dont

    increase their required rate of return in exact

    proportion to increase in leverage

    b. Imperfections in the capital market give corporate debtan advantage

    over personal debt; shareholders thus pay premium forlevered shares

    Db. Tax-Adjusted WACC: WACC rD *(1T

    C )*V

    c. Why Debt Policy DOE S Matter

    ErE *

    V

    i. Tax Advantage interest expenses deductible from corporate income

  • 8/3/2019 Corporate Finance - Beny W2011

    32/38

    1. All else equal, levered firm pays less in taxes than all-equityfirm

    2. PV(tax shield) = TC * D, assuming permanent borrowing

    a. This is equal to corporate tax rate * interest payment /

    expected return on debt

    b. For more, search PV of Tax Shield or Space Babies

    3. Firm value = Value of All-Equity Firm + PV (Tax Shield)

    4. M-M I with corporate taxes suggests: Optimal = 100% debt

    16

  • 8/3/2019 Corporate Finance - Beny W2011

    33/38

    a. BUT company needs to have income

    to shield b. Alternative means to shield

    income from taxes

    c. Need to consider offsetting costs of debt

    5. New M-M I: VL = VU + TCD+ Costs ofFinancialDistress ii. Costs of Financial Distress

    1. Direct costs

    2. Indirect Costs

    3. Agency Costs

    a. When firm is levered, conflict b/w interests of

    s t o c kh o ld er and bo n d h o ld er arise

    b. Temptation to cash in and run, play for time,

    bait and switch c. Undertake negative NPV

    investments corporate waste)

    4. Adjusted Present Value = Base Case NPV +

    PV Impact iii. Trade-Off Theory

    1. Capital structure is a tradeoff between tax savings anddistress costs of debt

    2. Companies with intangible assets have higher costs of

    distress; should have lower D/E ratios. Safe tangible asset

    companies should have high D/E ratios

    3. Consistent with industry differences in structure

    4. BUT some highly profitable companies like MSFT/PFE haveminimal debt iv. Pecking-Order Theory

    1. Premise = asymmetric information

    2. Issuing equity signals managers belief that firm is

    o v e r v alu ed the firms stock price will fall, so issue debt if

    possible

    3. Issue debt next; choose safest debt first

    4. Conflicts with Trade-off Theory (Look up Tensions b/wTheories)

    XI. Optionsa. Payoff Diagrams (x-axis is stock price; y-axis is payoff)

    b. Buying a call:

    c. Selling a call:

  • 8/3/2019 Corporate Finance - Beny W2011

    34/38

    17

  • 8/3/2019 Corporate Finance - Beny W2011

    35/38

    d. Buying a put:

    e. Selling a put

    f. Protective Put (buy stock;

    buy put) Downside protection,

    w upside potential

    g. Straddle (buy call,

    buy put) Profit from

    volatility

    h. Downside Protection (buy call and have bank deposit paying the strike

    price same payoff diagram as the protective put

    i. Put-Call Parity: Value of call + PV of exercise price = Value of put + Share price

    j. Option value determinants:

    Factor (as this goes Effect on Call Price Effect on Put Price

    Stock price (intrinsic + -

    Exercise price (intrinsic) - +

    Interest rate (speculative) + -

    Volatility (speculative) + +

    Expiration date + +

    k. Intrinsic value = difference between exercise price and spot price ofunderlying asset

    l. Speculative value = difference between option price and intrinsic value ofoption

    XII. Executive Compensation

    a. Goal = reduce Principal-Agent

    problem b. Options

  • 8/3/2019 Corporate Finance - Beny W2011

    36/38

    compensation incentivizes, but:

    18

  • 8/3/2019 Corporate Finance - Beny W2011

    37/38

    i. Too many options might make managers reckless

    ii. Need to get the right mix of stocks / options / other forms of

    compensation to get incentives correct

    iii. Option compensation might run risk of

    self-dealing c.Options Repricingi. Lower the strike price so options dont fall out

    of the money ii. FASB said no, but firms found

    backdoor means

    d. Options Backdating

    i. Manager designates grant date earlier than date board made

    decision to grant options ii. Estimated cost = $500mm per sample

    firm

    e. Options Forward Dating

    i. If stock price has been falling, manager designates

    later grant date f. Option Reloading

    i. Receive a new option for each received when you

    exercise options ii. Exercise price of new options set to

    new stock price

    g. Bullet Dodging delay options grant until just

    after bad news h. Spring loading time an

    options grant to precede good news

    i. Checks: SEC disclosure rules; substantive restrictions

    XIII. Yields

    a. An example: Bond has par of $1K, 5% coupon, 20% chance of bankruptcy(will only pay $500)

    i. Expected CF = (1050 * 0.8) + (500 * 0.2) = $940

    1. Value = $940 / 1.05 = $895

    2. YTM = (1050 / 895) 1 =17.3%

    b. Default Option:

    i. Bond value = bond value assuming no default, less value of putoption on assets

  • 8/3/2019 Corporate Finance - Beny W2011

    38/38

    19