3-CapitalStructure.pptx

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Capital Structure

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Capital Structure Basics

What is capital structure?

The firm’s mixture of debt and equity

How do firms raise funds?

Internally (Profits)

Externally (Debt and Equity Sources)

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Sources of Funds, Non-Financial U.S. Corporations

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How do we define debt?

Debt / Total Assets

(1,579 + 2,725) / 7,856 = 0.55

LT Liabilities / (LT Liabilities + Equity)

2,725 / (2,725 + 3,552) = 0.43

Is this too much?

Too little? Just right?

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Basic Definitions

V = value of firm

FCF = free cash flow

WACC = weighted average cost of capital

rs and rd are costs of stock and debt

ws and wd are percentages of the firm that are financed with stock and debt

Also account for preferred stock (ps)

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Estimating WACC

Stock price is $50

3 million shares of stock

$25 million of preferred stock

$75 million of debt

Cost of debt is 10%

Cost of preferred stock is 9%

Cost of common stock is 12.8%

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Estimating Weights (Continued)

Vs = $50(3 million) = $150 million

Vps = $25 million

Vd = $75 million

V = Total value = ?

$150 + $25 + $75 = $250 million

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Estimating Weights (Continued)

ws = $150/$250 = 0.6

wps = $25/$250 = 0.1

wd = $75/$250 = 0.3

These are market value weights

Target weights usually close (here the same)

But, often market weights temporarily deviate from targets due to changes in stock prices

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What’s the WACC using the target weights?

WACC = wdrd(1 – T)

+ wpsrps

+ wsrs

WACC = 0.3(10%)(1 − 0.4)

+ 0.1(9%)

+ 0.6(12.8%)

WACC = 10.38% ≈ 10.4%

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Why (1-T) for rd?

Interest expense is tax deductible

Interest Expense = $1,200 = Total Debt * rd

Tax Savings for Firm L = Interest Expense * Tax Rate = $1,200 * 0.40 = $480

Firm U Firm L
EBIT $3,000 $3,000
Interest 0 1,200
EBT $3,000 $1,800
Taxes (40%) 1 ,200 720
NI $1,800 $1,080

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Why (1-T) for rd?

Levered firm saves $480 in taxes, so total cost of debt is $1,200 - $480 = $720

In general, firm’s actual cost of debt:

(Total Debt * rd) – [(Total Debt * rd) * T]

= Total Debt * [rd – (rd * T)]

= Total Debt * [rd * (1 – T)]

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What factors influence a company’s WACC?

Uncontrollable factors:

Market conditions, especially interest rates

The market risk premium

Tax rates

Controllable factors:

Capital structure policy

Dividend policy

Investment policy (firms with riskier projects generally have a higher cost of equity)

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How can capital structure affect value?

V

=

t=1

FCFt

(1 + WACC)t

The impact of capital structure on value depends upon the effect of debt on:

WACC and FCF

Sound familiar?

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The Effect of Additional Debt on WACC

Debtholders have a prior claim on cash flows relative to stockholders

Debtholders’ “fixed” claim increases risk of stockholders’ “residual” claim

Cost of stock, rs, goes up

Firms can deduct interest expenses

Reduces the taxes paid

Frees up more cash for payments to investors

Reduces after-tax cost of debt

(Continued…)

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The Effect on WACC (Continued)

Debt increases risk of bankruptcy

Causes pre-tax cost of debt, rd, to increase

Adding debt increases percent of firm financed with low-cost debt (wd) and decreases percent financed with high-cost equity (ws)

Net effect on WACC = uncertain

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The Effect of Additional Debt on FCF

Additional debt increases the probability and costs of bankruptcy

Bankruptcy costs:

Direct: Legal fees, “fire” sales, etc.

Indirect: Lost customers, reduction in productivity, reduction in credit (i.e., accounts payable)

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The Effect of Additional Debt on Managerial Behavior

Reductions in agency costs

Debt “pre-commits” (or “bonds”) free cash flow for use in making interest payments

Managers less likely to waste FCF on perquisites or non-value adding acquisitions

Increases in agency costs

Debt can make managers too risk-averse, causing “underinvestment” in risky but positive NPV projects

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Business Risk vs Financial Risk

Business risk:

Uncertainty in future EBIT, NOPAT, and ROIC

Depends on business factors such as competition, operating leverage, etc.

Financial risk:

Additional business risk concentrated on common stockholders when financial leverage is used

Depends on the amount of debt and preferred stock financing

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Consider Two Hypothetical Firms Identical Except for Debt

Firm U Firm L
Capital $20,000 $20,000
Debt $0 $10,000 (12% rate)
Equity $20,000 $10,000
Tax rate 40% 40%
EBIT $3,000 $3,000
NOPAT $1,800 $1,800
ROIC 9% 9%

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Impact of Leverage on Returns

Firm U Firm L
EBIT $3,000 $3,000
Interest 0 1,200
EBT $3,000 $1,800
Taxes (40%) 1,200 720
NI $1,800 $1,080
ROIC 9.0% 9.0%
ROE (NI/Equity) 9.0% 10.8%

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Why does leveraging increase return?

More cash goes to investors of Firm L

Total dollars paid to investors:

U: NI = $1,800

L: NI + Int = $1,080 + $1,200 = $2,280

Taxes paid:

U: $1,200

L: $720

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Impact of Leverage on Returns if EBIT Falls

Firm U Firm L
EBIT $2,000 $2,000
Interest 0 1,200
EBT $2,000 $800
Taxes (40%) 800 320
NI $1,200 $480
ROIC 6.0% 6.0%
ROE 6.0% 4.8%
Leverage magnifies risk and return!

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Capital Structure Theory

Modigliani and Miller (MM) theory

Zero taxes

Corporate taxes

Corporate and personal taxes

Trade-off theory

Signaling theory

Pecking order

Debt financing as a managerial constraint

Windows of opportunity

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MM Theory: Zero Taxes

Firm U Firm L
EBIT $3,000 $3,000
Interest 0 1,200
NI $3,000 $1,800
CF to shareholder $3,000 $1,800
CF to debtholder 0 $1,200
Total CF $3,000 $3,000
Notice that the total CF are identical for both firms.

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MM Results: Zero Taxes

MM assume:

(1) no transactions costs (e.g. taxes, bankruptcy, brokerage)

(2) no restrictions or costs to short sales

(3) individuals can borrow at the same rate as corporations

Firm U:

No taxes or debt, so 100% of EBIT to stockholders

Firm L:

Debtholders receive rd*D

Stockholders receive EBIT – (rd*D)

Together: rd*D + EBIT – (rd*D) = EBIT

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MM Results: Zero Taxes

MM prove that if the total CF to investors of Firm U and Firm L are equal, then the total values of Firm U and Firm L are equal:

VL = VU

Because FCF and values of firms L and U are equal, their WACCs are equal

Therefore, capital structure is irrelevant

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MM Theory: Corporate Taxes

Corporate tax laws allow interest to be deducted, which reduces taxes paid by levered firms

Therefore, more CF goes to investors and less to taxes when leverage is used

In other words, the debt “shields” some of the firm’s CF from taxes

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MM Result: Corporate Taxes

MM show that the total CF to Firm L’s investors is equal to the total CF to Firm U’s investor plus an additional amount due to interest deductibility:

CFL = CFU + rdDT

What is the value of these cash flows?

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MM Result: Corporate Taxes

CFL = CFU + rdDT

1) Value of CFU = VU

2) Value of rdDT = PV (Tax Shield)

PV (Tax Shield) = Tax Shield / rd

Tax Shield = Int Payment * Corp Tax Rate

Int Payment = Debt * rd

Then, PV (Tax Shield) = (Debt*rd*Tax Rate) / rd

Therefore, VL = VU + (Debt * Tax Rate)

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MM Result: Corporate Taxes

If T=40%, then every dollar of debt adds 40 cents of extra value to firm

What is optimal capital structure?

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Value of Firm, V

0

Debt

VL

VU

Under MM with corporate taxes, the firm’s value increases continuously as more and more debt is used

TD

MM relationship between value and debt when corporate taxes are considered

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Miller’s Theory: Corporate and Personal Taxes

Personal taxes lessen the advantage of corporate debt:

Corporate taxes favor debt financing since corporations can deduct interest expenses

Personal taxes favor equity financing, since no gain is reported until stock is sold, and long-term gains are taxed at a lower rate

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Miller’s Model with Corporate and Personal Taxes

VL = VU + 1− D

Tc = corporate tax rate

Td = personal tax rate on debt income

Ts = personal tax rate on stock income

(1 - Tc)(1 - Ts)

(1 - Td)

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Tc = 40%, Td = 30%, and Ts = 12%

VL = VU + 1− D

= VU + (1 - 0.75)D

= VU + 0.25D

Value rises with debt; each $1 increase in debt raises L’s value by $0.25

(1 - 0.40)(1 - 0.12)

(1 - 0.30)

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Trade-off Theory

MM theory ignores bankruptcy (financial distress) costs, which increase as more leverage is used

At low leverage levels, tax benefits outweigh bankruptcy costs

At high levels, bankruptcy costs outweigh tax benefits

An optimal capital structure exists that balances these costs and benefits

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Tax Shield vs. Cost of Financial Distress

Value of Firm, V

0

Debt

VL

VU

Tax Shield

Distress Costs

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Signaling Theory

MM assumed that investors and managers have the same information

But, managers often have better information:

If stock is overvalued?

Issue Stocks (SEOs)

If stock undervalued?

Sell bonds

Investors understand this, so view new stock sales as a negative signal

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Pecking Order Theory

1) Use internally generated funds (no flotation costs or negative signals)

2) Issue debt (lower flotation costs than equity and not negative signal)

3) Issue equity (high flotation costs and negative signal)

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Debt Financing and Agency Costs

One agency problem is that managers can use corporate funds for non-value maximizing purposes (i.e. perks and empire-building)

The use of financial leverage:

Bonds “free cash flow”

Forces discipline on managers to avoid perks and non-value adding acquisitions

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Debt Financing and Agency Costs (continued)

A second agency problem is the potential for “underinvestment”

The use of financial leverage:

Increases risk and costs of financial distress

Therefore, managers may avoid risky projects even if they have positive NPVs

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Windows of Opportunity: Market Timing

Managers try to “time the market” when issuing securities

They issue equity when the market is “high” and after big stock price run ups

They issue debt when the stock market is “low” and when interest rates are “low”

They issue short-term debt when the term structure is upward sloping and long-term debt when it is relatively flat

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Implications for Managers

Take advantage of tax benefits by issuing debt, especially if the firm has:

High tax rate

Stable sales

Low operating leverage

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Implications for Managers (Continued)

Avoid financial distress costs by maintaining excess borrowing capacity, especially if the firm has:

Volatile sales

High operating leverage

Many potential investment opportunities

Special purpose assets (instead of general purpose assets that make good collateral)

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Implications for Managers (Continued)

Avoid issuing equity if actual prospects are better than the market perceives (in this case, firm is undervalued)

Always consider the impact of capital structure choices on lenders’ and rating agencies’ attitudes

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Choosing the Optimal Capital Structure: Example

β = 1.0; rf = 6%; RPM = 6%

Cost of equity using CAPM:

rs = rRF +b (RPM)= 6% + 1(6%) = 12%

Currently has no debt: wd = 0%

WACC = rs = 12%

Tax rate is T = 40%

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Current Value of Operations

Expected FCF = $30 million

Firm expects zero growth: g = 0

Vop = [FCF(1+g)]/(WACC − g)

Vop = [$30(1+0)]/(0.12 − 0)

Vop = $250 million

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Other Data for Valuation Analysis

Company has no ST investments

Company has no preferred stock

10,000,000 shares outstanding

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Current Valuation Analysis

Vop $250
+ ST Inv. 0
VTotal $250
− Debt 0
S $250
÷ n 10
P $25.00

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Investment bankers provided estimates of rd for different capital structures

wd 0% 20% 30% 40% 50%
rd 0.0% 8.0% 8.5% 10.0% 12.0%
If company recapitalizes, it will use proceeds from debt issuance to repurchase stock.

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The Cost of Equity at Different Levels of Debt: Hamada’s Formula

Theory implies that beta changes with leverage (leverage magnifies risk)

βU is the beta of a firm when it has no debt (the unlevered beta)

β = βU [1 + (1 - T)(wd/ws)]

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The Cost of Equity for wd = 20%

Use Hamada’s equation to find beta:

β = βU [1 + (1 - T)(wd/ws)]

= 1.0 [1 + (1-0.4) (20% / 80%) ]

= 1.15

Use CAPM to find the cost of equity:

rs= rRF + βL (RPM)

= 6% + 1.15 (6%) = 12.9%

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The WACC for wd = 20%

WACC = wd (1-T) rd + ws rs

WACC = 0.2 (1 – 0.4) (8%) + 0.8 (12.9%)

WACC = 11.28%

Repeat this for all capital structures under consideration

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Beta, rs, and WACC

wd 0% 20% 30% 40% 50%
rd 0.0% 8.0% 8.5% 10.0% 12.0%
ws 100% 80% 70% 60% 50%
b 1.000 1.150 1.257 1.400 1.600
rs 12.00% 12.90% 13.54% 14.40% 15.60%
WACC 12.00% 11.28% 11.01% 11.04% 11.40%
The WACC is minimized for wd = 30%. This is the optimal capital structure. Remember: PV increases as discount rate decreases!

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Corporate Value for wd = 30%

Vop = [FCF(1+g)]/(WACC − g)

Vop = [$30(1+0)]/(0.1101 − 0)

Vop = $272.48 million

Debt = DNew = wd Vop

Debt = 0.30(272.48) = $81.74 million

Equity = S = ws Vop

Equity = 0.70(272.48) = $190.74 million

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Value of Operations, Debt, and Equity

wd 0% 20% 30% 40% 50%
rd 0.0% 8.0% 8.5% 10.0% 12.0%
ws 100% 80% 70% 60% 50%
b 1.000 1.150 1.257 1.400 1.600
rs 12.00% 12.90% 13.54% 14.40% 15.60%
WACC 12.00% 11.28% 11.01% 11.04% 11.40%
Vop $250.00 $265.96 $272.48 $271.74 $263.16
D $0.00 $53.19 $81.74 $108.70 $131.58
S $250.00 $212.77 $190.74 $163.04 $131.58
Value of operations is maximized at wd = 30%.

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Anatomy of a Recapitalization: Before Issuing Debt

  Before Debt
Vop $250
+ ST Inv. 0
VTotal $250
− Debt 0
S $250
÷ n 10
P $25.00
Total stockholder
wealth: S + Cash Used to Repur. $250

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Issue Debt (wd = 30%), But Before Repurchase

WACC decreases to 11.01%

Vop increases to $272.48

Firm temporarily has short-term investments of $81.74 (until it uses these funds to repurchase stock)

Debt is now $81.74

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Anatomy of a Recap: After Debt, but Before Repurchase

  Before Debt After Debt, Before Rep.
Vop $250 $272.48
+ ST Inv. 0 81.74
VTotal $250 $354.22
− Debt 0 81.74
S $250 $272.48
÷ n 10 10
P $25.00 $27.25
Total stockholder
wealth: S + Cash Used to Repur. $250 $272.48

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Remaining Number of Shares After Repurchase

DOld is amount of debt the firm initially has, DNew is amount after issuing new debt

If all new debt is used to repurchase shares, then total dollars used equals

(DNew – DOld) = ($81.74 - $0) = $81.74

nPrior is number of shares before repurchase, nPost is number after. Total shares remaining:

nPost = nPrior – (DNew – DOld)/P

nPost = 10 mil – ($81.74 mil/$27.25)

nPost = 7 million

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Anatomy of a Recap: After Rupurchase

  Before Debt After Debt, Before Rep. After Rep.
Vop $250 $272.48 $272.48
+ ST Inv. 0 81.74 0
VTotal $250 $354.22 $272.48
− Debt 0 81.74 81.74
S $250 $272.48 $190.74
÷ n 10 10 7
P $25.00 $27.25 $27.25
Total stockholder
wealth: S + Cash Used to Repur. $250 $272.48 $272.48

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Key Points

ST investments fall because they are used to repurchase stock

Stock price is unchanged

Value of equity falls from $272.48 to $190.74 because firm no longer owns the ST investments

Wealth of shareholders remains at $272.48 because shareholders now directly own the funds that were held by firm in ST investments

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Intrinsic Stock Price Maximized at Optimal Capital Structure

wd 0% 20% 30% 40% 50%
rd 0.0% 8.0% 8.5% 10.0% 12.0%
ws 100% 80% 70% 60% 50%
b 1.000 1.150 1.257 1.400 1.600
rs 12.00% 12.90% 13.54% 14.40% 15.60%
WACC 12.00% 11.28% 11.01% 11.04% 11.40%
Vop $250.00 $265.96 $272.48 $271.74 $263.16
D $0.00 $53.19 $81.74 $108.70 $131.58
S $250.00 $212.77 $190.74 $163.04 $131.58
n 10 8 7 6 5
P $25.00 $26.60 $27.25 $27.17 $26.32

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Optimal Capital Structure

wd = 30% gives:

Highest corporate value

Lowest WACC

Highest stock price per share

But wd = 40% is close (optimal range is fairly flat)

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