Book 3: Corporate Finance Flashcards

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1
Q

What are the principles of capital budgeting?

A

1) Decisions based on CFs, not accounting income. Consider the incremental after-tax cash flows.

Sunk costs are not considered.

Externalities are considered (affect on existing products; eg cannibalization of sales of an existing product). A positive externality is when a project would have a positive effect on existing sales.

2) CFs are based on opportunity costs. Eg if developing land, include the cost of that land to consider what could have realised through eg sale.
3) Timing matters. Have to account for TVM.
4) CFs are analysed after-tax.
5) Financing costs are reflected in project’s required RoR. This means that financing costs are NOT subtracted from cash flows in an NPV or IRR analysis.

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2
Q

What depreciation method should be considered for capital budgeting purposes?

A

The method used for tax purposes (generally MACRS in the US). This is because we are concerned about incremental after-tax CFs in capital budgting.

The depreciable basis is equal to the purchase price plus any shipping or handling and installation costs. The basis is not adjusted for salvage value (regardless of whether accelerated or straight-line method is used).

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3
Q

What three ways can incremental CFs for capital projects be classified?

A

1) Initial investment outlay

outlay = FCInv + NWCInv

FCInv (up-front costs) = price (including shipping or handling and installation costs)

NWCInv (net working capital investment) = change in non-cash current assets - change in non-debt current liabilities

2) After-tax operating CF over project’s life

CF = (S - C - D)*(1 - T) + D; or

CF = (S - C)(1 - T) + (TD)

S = Sales
C = Cash operating costs (eg variable costs and fixed overhead)
D = Depreciation
T = marginal tax rate

Note (S - C - D) = EBIT

Note, depreciation tax savings is calutated as tax rate * depreciation. (no T - 1).

Note, sometimes you’ll only receive a cost savings, in which case it’s a negative cost, so do the calculation as 0 (sales) - (-cost)…

3) Terminal-year after-tax non-operating CFs. Combination of after-tax salvage value and return of net investment in working capital.

TNOCF = Sal(t) + NWCInv - T*(Sal(t) - B(t))

Sal(t) = pre-tax cash proceeds from sale of fixed capital (salvage value) on termination date

B(t) = Book value of fixed capital sold on termination date

NWCInv: note if originally project had reduced need for NWC, would have to subtract this amount out in the TNOCF calculation.

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4
Q

How to compute initial investment outlay for capital projects?

A

1) Initial investment outlay

outlay = FCInv + NWCInv

FCInv (up-front costs) = price (including shipping or handling and installation costs)

NWCInv (net working capital investment) = change in non-cash current assets - change in non-debt current liabilities

If NWCInv is positive, additional financing is required and represents a cash outflow, b/c cash must be used to fund the net investment in current assets.

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5
Q

How to compute after-tax operating CF over project’s life for capital projects?

A

2) After-tax operating CF over project’s life

CF = (S - C - D)*(1 - T) + D; or

CF = (S - C)(1 - T) + (TD)

S = Sales
C = Cash operating costs (eg variable costs and fixed overhead)
D = Depreciation
T = marginal tax rate

Note (S - C - D) = EBIT

Accelerated depreciation creates higher after-tax CFs for project earlier in project’s life, resulting in a higher NPV.

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6
Q

How to compute terminal-year after-tax non-operating CFs for capital projects?

A

3) Terminal-year after-tax non-operating CFs. Combination of after-tax salvage value and return of net investment in working capital.

TNOCF = Sal(t) + NWCInv - T*(Sal(t) - B(t))

Sal(t) = pre-tax cash proceeds from sale of fixed capital (salvage value) on termination date

B(t) = Book value of fixed capital sold on termination date
T = marginal tax rate

If initial investment in NWC is positive (use of cash resulting in a cash outflow), then terminal value effect will be a cash inflow. Had investment in NWC been negative (project freed up working capital), the terminal value effect would be a cash outflow.

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7
Q

What are the two key differences for analysing a replacement project (vs. an expansion project)?

A

1) Reflect the sale of the old asset in calculation of initial outlay:

outlay = FCInv + NWCInv - Sal(t) + T*(Sal(t) - B(t))

FCInv (up-front costs) = price (including shipping or handling and installation costs)

NWCInv (net working capital investment) = change in non-cash current assets - change in non-debt current liabilities

Sal(t) = pre-tax cash proceeds from sale of fixed capital (salvage value)

B(t) = Book value of fixed capital sold
T = marginal tax rate

2) Calculate incremental operating CFs as CFs from new asset minus CFs from old asset:

Change in CF = (Change in S - Change in C)(1 - T) + Change in DT

S = Sales
C = Cash operating costs (eg variable costs and fixed overhead)
D = Depreciation
T = marginal tax rate

When calculating depreciation, need to decrease the new asset’s depreciation expense by the depreciation that would have occurred with the old asset (opportunity costs).

Note that the INCREMENTAL CFs are what is important, so we are considering what the CFs will be compared to CFs with the current project.

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8
Q

How does inflation affect capital budgeting?

A

1) Nominal CFs reflect impact of inflation, but real CFs don’t include inflation effects (ie are adjusted downward). Either can be used, but must match with the appropriate discount rate (ie nominal with nominal discount rate).

(1 + nominal rate) = (1 + real rate)*(1 + inflation rate)

2) Inflation affects project profitability (higher than expected inflation makes future CFs worth less).
3) Inflation reduces tax savings from depreciation (higher than expected inflation effectively increases real taxes paid because deprecation shelter is less valuable)
4) Inflation decreases the value of payments to bondholders, effectively transferring wealth from bondholders to issuing firm
5) Inflation may affect revenues and costs differently.

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9
Q

What are the two approaches to evaluating mutually exclusive projects with different lives?

A

With mutually exclusive projects, may only choose one (but not both).

1) Lease common multiple of lives approach (replacement chain):
a) Find the LCM of years (eg a 3 year and 6 year project, 6 is the LCM).
b) Extend the NPV calculation for the projects up to the LCM (eg replace the 3 year project at the 3 year mark). Make sure to subtract cost of new asset from appropriate period (ie the last period right before it’s purchased, not the period in which it’s purchased!)
c) Now compare those NPVs
2) Equivalent annual annuity (EAA) approach (assumes continuous replacements can and will be made each time asset’s life ends).
a) Find each project’s NPV

b) Find an EAA that equates to project’s NPV over its individual life at the WACC
-PV = -NPV
-FV = 0
-N = number of years
-I = WACC
Solve for PMT

PMT is the EAA.

c) Select the project with the highest EAA. (this trumps the higher NPV project because it’s mutually exclusive with unequal lives)

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10
Q

What is the goal of capital rationing?

A

Maximize the overall NPV within the capital budget. That doesn’t necessarily mean selecting the individual projects with the highest NPV.

Hard capital rationing: funds allocated to managers cannot be increased.

Soft capital rationing: managers are allowed to increase their allocated capital budget if they can justify that additional funds will create shareholder value.

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11
Q

What’s the difference between a sensitivity analysis, scenario analysis, and a simulation analysis (all stand-alone risk analysis methods)?

A

Sensitivity analysis: Change one input (independent) variable to see effect on output (dependent) variable (eg NPV).

Scenario analysis: Consider sensitivity of an output variable (eg NPV) to an input variable, and the likely probability distribution of the input variables. Allows for changes in multiple input variables at once.

Simulation analysis (Monte Carlo simulation): results in probability distributions of NPV outcomes, rather than just a limited number of outcomes as with other analyses. This can be useful for estimating a project’s stand-alone risk, and is capable of using probability distributions for variables as input data.

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12
Q

What’s the difference between systematic and unsystematic risk?

A

Unsystematic risk: Risk that can be eliminated through diversification. AKA unique, diversifiable, or firm-specific risk. Unsystematic risk is not compensated for in equilibrium because we assume it can be diversified away for free. Equilibrium security returns depend on a portfolio’s systematic risk (beta), NOT its total risk.

Systematic risk: Risk that cannot be diversified away. AKA nondiversifiable, or market risk. Equilibrium security returns depend on a portfolio’s systematic risk, NOT its total risk. Assumes diversification is free. Beta is a systematic risk measure, which is appropriate for measuring risk when a company is diversified.

A positive beta indicates return of asset follows same direction as market. Lower beta = less market risk. Market beta is 1, RF beta is 0.

Total risk = systematic risk + unsystematic risk

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13
Q

How to use the security market line (CAPM) to estimate the discount rate for a project?

A

R_project = Rf + B_project * [E(Rmkt) - Rf]

The required RoR for a project using CAPM (or the security market line (SML)) is the RFR (Rf) plus a beta-adjusted market risk premium, Ba[E(Rmkt) - Rf]. E(Rmkt) is the expected market return.

SML = graphical representation of CAPM, and expresses RoR as a function of beta. CAPM shows relationship between beta and expected return. Uses beta on the x-axis, and therefore is a measure of SYSTEMATIC (non-diversifiable) risk. In CAPM, all properly priced portfolios will plot on the SML. If expected return is greater than required (CAPM) return, a stock is above the SML.

Beta is a systematic risk measure.

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14
Q

What are real options?

A

Real options allow managers to make future decisions based on real assets that change value of capital budgeting decisions today.

Timing options: allow delaying making an investment.

Abandonment options: similar to puts; allow to abandon project if PV of CFs from exiting exceeds PV of CFs from continuing.

Expansion options: similar to calls, allow company to make additional investments.

Flexibility options: choices regarding operational aspects of a projects (price-setting allows company to change price of a product; production-flexibility might include paying workers overtime or using different materials).

Fundamental options: projects that are options themselves, ie ability to open mine when metal prices are high and close when low.

To evaluate real options, can:

  • Determine NPV of project w/o option: real options always add value, so if NPV is positive, then option only makes it more valuable and don’t have to futher calculate
  • Add estimated real option value to NPV
  • Use decision trees
  • Use option pricing models
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15
Q

Should IRR or NPV be used when evaluating projects?

A

NPV is the only acceptable criterion when ranking multiple projects (and deciding between mutually exclusive projects). This is because IRR can be misleading due to 1) cash flow timing; 2) project size; 3) assumption of how project cash flows are reinvested. Also, NPV uses the most realistic discount rate (the opportunity cost of funds). In an unconventional CF pattern there can be multiple or no IRR(s).

NPV does however have the disadvantage of not considering the size of the project compared to the expected increase in value. NPV theoretically should increase stock price proportionate to the increase in firm value expected.

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16
Q

Weighted Average Cost of Capital (aka marginal cost of capital)

A

WACC = (Wd)(Kd(1 - tax rate)) + (Wps)(Kps) + (Wce)(Kce)

The weighted cost of debt (after tax, using interest rate on new debt) + weighted cost of preferred stock + weighted cost of common stock (equity).

Weighting should be based off target capital structure. Weighting should futhermore be based on MARKET weight. WACC should be used as discount rate in NPV calculations, and reference rate for IRR consideration. Kd = YTM. Financing costs are reflected in the WACC.

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17
Q

What’s the difference between economic and accounting income?

A

Economic income is the after-tax CF plus changes in the investment’s market value.

economic income = after-tax CF + (ending market value - beginning market value)

To calculate economic income, first:
1) determine after-tax CF per year:
(S - C - D)*(1 - T) + D; or

(S - C)(1 - T) + (TD)

2) Determine market values by adding after-tax CFs and discounting. Market value for time 0 is all CFs discounted, for time 1 is the CFs for the next following years until completion discounted, etc…

Accounting income is reported in net income of a company’s FSs. Accounting income differs because accounting depreciation is based on the original cost (not market value) of the investment; and financing costs are subtracted out to arrive at net income (whereas in capital budgeting financing costs are reflected in the WACC).

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18
Q

What is economic profit?

A

Economic profit is measure of profit in excess of dollar cost of capital invested in a project.

EP = NOPAT - $WACC

NOPAT = net operating profit after tax = EBIT*(1 - tax rate)

$WACC = dollar cost of capital = WACC * capital

capital = dollar amount of investment (ie gross assets) (reduced by depreciation each year)

The NPV based on EP is called the market value added (MVA):

NPV = MVA = sum of [EP / (1 + WACC)^t]

ie do an NPV calculation using the EP each year as the input and discount at the WACC (b/c the EP approach considers returns to all suppliers of capital).

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19
Q

What is residual income?

A

Residual income focusses on returns on equity and is determined by subtracting an equity charge from accounting net income.

RI = net income - equity charge; or

RI = NI - re*B

re = required return on equity
B = beginning of period book value of equity (ie assets - liabilities at start of period)

Discounting the residual income at the required RoR on equity will give the NPV of the investment.

In other words, can calculate NPV using the residual income as the input and the required RoR on equity as the discount rate.

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20
Q

What is the claims valuation approach?

A

The claims valuation approach divides operating CFs into debt and equity CFs that are valued separately then added together. It calculates only the value of a company, not a project (unlike the economic profit and residual income approaches that do both).

CFs to debtholders: interest and principal payments discounted at cost of debt

CFs to equityholders: dividends and share repurchases discounted at the cost of equity

Sum of PV of each stream equals value of company.

So, eg “the value of equity” is the PV of CFs for dividends/repurchases.

CFs to equityholders should be calculated by taking:

Net income (already accounts for interest expense)
\+ depreciation
= operating CF
less: principal payments to debtholders
= dividends
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21
Q

What to do when you have different probabilities of CFs in an NPV analysis?

A

A) Multiply each CF by its probability and add it together, then use that as the input for your calculation.

or

B) Get NPV of each scenario, then multiply each NPV from above by its probability and add that together. That is your NPV with the abandonment option.

Should always multiply the NPV by the probability!

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22
Q

How to do an NPV analysis with a real option, eg an abandonment option?

A

1) Do analysis in high CF probability scenario and low CF probability scenario separately (instead of like normal multiplying each CF by its probability and adding it together, then using that as the input for your calculation).

Usually the low CF scenario will take into account the abandonment option because the PV of future CFs won’t exceed what the abandonment would offer.

2) Multiply each NPV from above by its probability and add that together. That is your NPV with the abandonment option.

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23
Q

Payback period (discounted or undiscounted)

A

The number of years required to recover initial cash outlay for investment. Used as a measure for liquidity purposes; however is useless as measure of profitability.

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24
Q

Average accounting RoR

A

AAR = average net income / average book value

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25
Q

Profitability index

A

PI = PV of future cash flows / CF0 [initial cash outlay]

or

PI = 1 + (NPV / initial investment)

Closely related to NPV, and follows same decision rules. If PI > 1.0 accept project.

PI may be used to assist in capital rationing decision.

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26
Q

What is the market value added (MVA)?

A

MVA is the present value of EP.

The NPV based on EP is called the market value added (MVA):

NPV = MVA = sum of [EP / (1 + WACC)^t]

ie do an NPV calculation using the EP each year as the input and discount at the WACC (b/c the EP approach considers returns to all suppliers of capital).

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27
Q

What happens with the initial outlay of a capital project changes?

A

The NPV is affected by both the change in the initial outlay and the change in the depreciation tax shelter.

1) Determine tax savings as depreciation expense * tax rate.
2) Compute NPV of change in initial outlay and inputs of change in depreciation savings as cash flows. The result is how much the project NPV should change.

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28
Q

What did MM 1958 propose?

A

MM 1958 (no taxes, no costs of financial distress) proved that the value of a firm is unaffected by its capital structure. It’s like slicing a pizza pie (MM Proposition I).

IE, value of a company with leverage is equal to the value of a company without leverage (if it wasn’t, arbitrage would force it to be). ie, value of a company is determined by its CFs, not its capital structure.

MM Proposition II: the cost of equity increases linearly as company increases its proportion of debt financing. As companies increase their use of debt, the risk to equityholders increases, which increases the cost of equity. So, the benefits of debt as a source of cheaper financing (because debtholders have priority claim on assets and income) are offset, and there is no change to the WACC. The WACC remains constant regardless of structure.

required RoR on equity = unlevered cost of capital + debt/equity * (unlevered cost of capital - cost of debt)

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29
Q

What did MM 1963 propose?

A

MM 1963 (with taxes, no costs of financial distress) recognises the tax shield debt provides in most countries. The value of a levered firm is equal to the value of an unlevered firm plus the tax shield.

Vl = Vu + (tax rate * debt in capital structure)

Under this, the optimal capital structure is 100% debt.

Second proposition: WACC is minimised at 100% debt.

required RoR on equity = unlevered cost of capital + debt/equity * (unlevered cost of capital - cost of debt) * (1 - tax rate)

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30
Q

What are costs of financial distress?

A

The increased costs a company faces when earnings decline and firm has trouble paying its fixed financing costs (ie debt interest).

Expected costs of financial distress include:

1) Costs of financial distress and bankruptcy (direct and indirect)
2) Probability of financial distress (related to leverage)

Higher costs of financial distress tend to discourage companies from using large amounts of debt (leverage) in their capital structure). (free cash flow hypothesis: more debt = less freedom to take on debt or spend cash unwisely).

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31
Q

What are agency costs of equity?

A

Agency costs of equity are the costs associated with conflicts of interest between managers and owners. Include:
1) Monitoring costs: to supervise management, and pay board of directors, uphold corporate governance

2) Bonding costs: assumed by management to ensure they are working in shareholder’s best interests, eg insurance to guarantee performance; non-compete agreements
3) Residual losses: may occur even with adequate governance because there are no perfect guarantees

Agency theory states that debt forces managers to be more disciplined with how they spend cash. So, increased leverage tends to reduce agency costs.

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32
Q

What are costs of asymmetric information?

A

Costs resulting from managers having more info about a company’s prospects than owners/creditors.

Costs of asymmetric information increase as the proportion of equity in the capital structure increases.

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33
Q

What is the pecking order theory?

A

Theory that, based on asymmetric information, managers prefer to make financing choices that are least likely to send signals to investors. The order, from most to least favoured, is:

1) internally generated equity (retained earnings)
2) debt
3) external equity

Pecking order theory predicts that capital structure is a by-product of the individual financing decisions.

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34
Q

What is the static trade-off theory?

A

Static trade-off theory attempts to consider costs of financial distress and the tax shield from using debt.

Optimal capital structure is the point where the marginal benefit provided by tax shield for taking on more debt is equal to marginal costs of financial distress incurred from the additional debt.

This minimises the WACC and maximises the value of the firm.

Vl = Vu + (tax rate * debt in capital structure) - PV(costs of financial distress)

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35
Q

What are the implications on management decision making for each capital structure theory?

A

MM 1958 (no tax) implies that any decisions on capital structure are irrelevant.

MM 1963 (with tax) implies that WACC is minimised and value of firm maximised at 100% debt.

Static trade-off theory implies that tax shield of debt reaches point where increasing cost of financial distress makes more debt nonadvantageous, and that point is the optimal capital structure.

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36
Q

What is the target capital structure?

A

The structure that the firm uses over time when making decisions on how to raise additional capital.

It may fluctuate because:
-management may choose to exploit opportunities in a specific financing source (eg issue more equity when share price is high)

-market value fluctuations may occur

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37
Q

How do debt ratings affect capital policy?

A

Managers have goals for maintaining certain minimum debt ratings when determining their capital structure policies.

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38
Q

How do international differences impact capital structure decisions?

A

Institutional and legal factors:
1) Strength of legal system: strong legal system results in less debt (less agency costs for equity) and longer maturity debt

2) Information asymmetry: high info asymmetry encourages using more debt
3) Taxes: more favourable rates influence choice

Financial markets and banking system factors:
4) Liquidity of capital markets: more liquid capital markets tend to use longer maturity debt

5) Reliance on banking system: more reliance on banking system than corporate bond markets results in the use of more debt
6) Institutional investors: more institutional investors tend to lower total use of debt and increase the maturity of debt

Macroeconomic factors:
7) Inflation: higher inflation reduces use of debt and maturity of debt, because it reduces future value of fixed interest payments

8) GDP growth: higher GDP growth tends to lower total use of debt and increase the maturity of debt

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39
Q

What should analysts consider when evaluating capital structure policy?

A

1) Changes in capital structure over time
2) Capital structure of similar competitors
3) Company-specific factors (eg agency costs, quality of corporate governance).

40
Q

How to determine the cost of equity within the capital structure viewpoint when a firm is 100% equity?

A

Re = Ro + (Ro - Rd)*d/e

Re = cost of equity
Ro = cost of capital for 100% equity company
Rd = before-tax marginal cost of debt
d/e = market value of debt / market value of equity

if taxes are introduced into equation:

Re = Ro + (Ro - Rd)(1 - t)d/e

41
Q

What is the WACC for a company with both debt and equity capital?

A

Rwacc = (d/v)Rd(1 - t) + (e/v)*Re

v = value of firm. v = d + e.

42
Q

What is the after-tax cost of debt?

A

after-tax cost of debt = before-tax cost of debt * (1 - tax rate)

43
Q

What’s the value of a levered company? Unlevered?

A

Levered:

Vl = EBIT*(1 - t) / WACC

Vl = Vu + t*d

e = Vl - d

Unlevered:

Vu = EBT*(1 - t) / WACC

44
Q

What are three theories of dividend policy?

A

Dividend irrelevance: MM maintain that dividend policy is irrelevant, based on the concept of homemade dividends. Investors don’t care about dividend policy because they can create their own (eg sell stock if too little dividend, or buy stock if too much). In either case, the combination of investment value and cash in hand will be the same.

Bird-in-hand: Gordon & Lintner aruge that required RoR on equity capital (Rs) decreases as dividend payout increases. This is because investors place higher value on dividends they are certain to receive than the same amount remaining in RE to be an expected capital gain. Based on fact that when measuring total return, the dividend yield component (D1 / P0) has less risk than the growth component g.

Tax aversion: due to taxes on dividends, investors prefer not to receive dividends. Ultimate impliciation is that investors want a zero dividend payout ratio. But now in US dividend tax and capital gains tax is the same.

There is empirical support for the bird-in-hand theory, but MM counters that different policies appeal to different clientele, and since all clients are active in marketplace, dividend policy has no effect on company value.

45
Q

What sort of information do dividends provide to market?

A

Dividends convey credible information because they entail actual CFs and are expected to be ‘sticky’.

Dividend initiation: could mean company is optimistic about future (positive); or that company has lack of profitable reinvestment opportunities (negative)

Unexpected dividend increase: signal’s future business prospects are strong and that managers will share success with shareholders.

Unexpected dividend decreases or omissions: typically negative signals that current dividends can’t be maintained. In rare instances, however, it may mean that profitable investment opportunities are available that will serve shareholders better than a dividend.

Dividends are hard to mimic because if a company isn’t strong enough it won’t be able to keep it up over the long term.

46
Q

What is the clientele effect on dividend policy, and how to compute change in price of dividend after ex-dividend date?

A

Varying dividend preferences of different groups of investors. Tax considerations: high-tax investors tend to prefer low dividend payments, while low-tax investors may prefer high dividends.

When there is difference between tax on dividends (Td) and tax on capital gains (Tcg), investors are indifferent between receiving $D in dividends or [$D*(1 - Td)] / (1 - Tcg) in capital gains.

ie, when stock passes ex-dividend date (when declared dividend belongs to seller rather than buyer):

Change in price = $D*[(1 - Td) / (1 - Tcg)]

When tax on capital gains and dividends is the same, the expected drop in share price when the stock goes ex-dividend should be the amount of the dividend.

If the investor’s marginal tax rate on dividends = marginal tax rate on capital gains, the share’s price should drop by the amount of the dividend when the share goes ex-dividend. If the investor’s marginal tax rate on dividends is > marginal tax rate on capital gains, the share’s price should drop by less than the amount of the dividend when the share goes ex-dividend. Finally, if the investor’s marginal tax rate on dividends < marginal tax rate on capital gains, the share’s price should drop by more than the amount of the dividend when the share goes ex-dividend.

47
Q

How do agency issues affect dividend policy?

A

B/w shareholders and managers: Higher dividend payouts can help mitigate empire building and inefficient use of cash by management (at least in mature companies).

B/w shareholders and bondholders: Shareholders could pay themselves large dividend, leaving bondholders with less assets as collateral. This transfers wealth from debtholders to equityholders. Provisions on bond indenture can help prevent this.

48
Q

What factors affect dividend policy?

A

1) Investment opportunities: many positive NPV opportunities could result in low DPR (dividend payout ratio).
2) Expected volatility of future earnings: volatility in earnings results in being more cautious to change DPR
3) Financial flexibility: firms may repurchase stock rather than issue dividends because stock repurchase plans are not as ‘sticky’.
4) Tax considerations: investors might prefer capital gains for tax reasons.
5) Floatation costs: of 3-7% are paid when a company issues new shares of stock.
6) Contractual and legal restrictions: companies may be restricted from paying dividends by legal requirements or cash needs. “Impairment of capital” rule in some countries that can’t pay out dividends in excess of retained earnings. Also, debt covenants.

49
Q

How to compute effective tax rate under a double-taxation system?

A

Double-taxation exists when earnings are taxed first at corporate level, and again when distributed (like USA).

effective tax rate = corporate tax rate + (1 - corporate tax rate)*(individual’s dividend tax rate)

or

effective tax rate = (earnings - after-tax dividend to investor) / earnings

50
Q

How to compute effective tax rate under a split-rate system?

A

A split-rate system taxes, at corporate level, earnings that are distributed as dividends at a lower rate than earnings that are retained. This offsets the double tax rates to dividends at an individual level.

effective tax rate = corporate tax rate for dividend earnings + (1 - corporate tax rate for dividend earnings )*(individual’s dividend tax rate)

51
Q

How to compute effective tax rate under an imputation tax system?

A

An imputation tax system has taxes paid at corporate level, but attributed to the shareholder, so all taxes are effectively paid at shareholder rate.

If shareholder tax rate is lower than company’s, the shareholder gets a tax credit equal to difference between the two.

If shareholder tax rate is higher than company’s, the shareholder must pay the difference between the two.

To determine, compute the tax on total earnings at company rate and shareholder rate. Then compare the two.

52
Q

How to compute dividends under the stable dividend policy?

A

Stable dividend policy: focusses on steady payout regardless of earnings. Typically uses forecast of long-run earnings to determine appropriate dividend level (aligning dividend growth rate with long-term earnings growth rate).

This policy can gradually move towards target dividend payout ratio with the target payout ratio adjustment model:

expected dividend = (previous dividend) + [(expected INCREMENTAL increase in EPS) * (target payout ratio) * (adjustment factor)]

where:
adjustment factor = 1 / # of years over which the adjustment in dividends will take place.

53
Q

How to compute dividends under the constant dividend payout ratio?

A

Payout ratio is the % of total earnings paid out as dividends.

DPR = dividends / net income

A constant ratio policy is seldom used.

54
Q

How to compute dividends under the residual dividend model?

A

Residual dividend model: dividends based on earnings less funds entity retains to finance equity portion of its capital budget. Based on entity’s (1) investment opportunity schedule (IOS); (2) target capital structure; and (3) access to and cost of external capital.

The following steps are followed to determine dividend under residual dividend model:
1) Identify optimal capital budget

2) Determine amount of equity needed to finance capital budget for given capital structure (capital budget * % equity of capital structure)
3) Meet equity requirements to extent possible with retained earnings (ie net income - amount of equity determined in Step 2)
4) Pay dividends with ‘residual’ earnings that are available after needs of optimal capital budget are supported (dividends are paid out of leftover earnings) (ie still net income - amount of equity determined in Step 2)

The residual earnings is the amount of earnings left after financing the portion of capital spending financed with equity (portion financed with debt is other people’s money).

55
Q

What are the rationals for share repurchases?

A

A share repurchase is economically equivalent to a dividend.

1) Tax advantages: if capital gains taxes are lower.
2) Share price support/signaling: signals to market company thinks its stock is a good investment.
3) Added flexibility: share repurchases aren’t ‘sticky’ like dividends
4) Offsetting EPS dilution from employee stock options
5) Share repurchases increase financial leverage: change capital structure

56
Q

How to compute value of shares after ex-dividend date?

A

After shares go ex-dividend, a shareholder of a single share would have the amount of dividend in cash, and a share worth the share price - amount of dividend.

The ex-dividend share value can also be computed as:

Market value of equity - total dividend / # shares outstanding after repurchase

Recall when stock passes ex-dividend date (when declared dividend belongs to seller rather than buyer):

Change in price = [$D*(1 - Td)] / (1 - Tcg)

57
Q

How to compute the value of shares after a share repurchase?

A

Market value of equity - amount repurchased / # shares outstanding after repurchase

58
Q

What is the dividend payout ratio?

A

DPR = total dividends / net income

or per share:

DPS / EPS

Reciprocal of dividend coverage ratio

Higher than normal DPR tends to indicate higher probability of a dividend cut (ie higher DPR is less sustainable).

59
Q

What is the dividend coverage ratio?

A

DCR = net income / dividend

Reciprocal of dividend payout ratio

Lower than normal DCR tends to indicate higher probability of a dividend cut (ie lower DCR is less sustainable).

60
Q

What is the free cash flow to equity (FCFE) coverage ratio?

A

FCFE coverage ratio = FCFE / (dividends + share repurchases)

FCFE = CFs from operations - FcInv + net borrowings

FCFE coverage ratio of < 1 is considered unsustainable (entity is drawing down its cash reserves for dividends/repurchases).

61
Q

What are the general trends for dividends?

A

1) Lower proportion of US companies pay dividends than EU companies
2) In developed markets, proportion of companies paying cash dividends has trended downwards over long term
3) % of companies making stock repurchases has been trending upwards in US since 1980s, and in EU since 1990s.

62
Q

How to compute EPS after a share buyback?

A

EPS after buyback = earnings - after-tax cost of funds / shares outstanding after buyback

63
Q

What does a debt/equity ratio of 0.5 represent?

A

It means the capital structure must be at least 1/3 debt and 2/3 equity (if D is 1, E must be 2 since D/E = 0.5 = 1/2).

64
Q

What does the ratio of D* (1 - Td) / (1 - Tcg) tell us?

A

How much x amount in dividends is worth in capital gains when taxes are different.

65
Q

Gordon growth model (constant growth model)

A

Assumes annual growth of dividends is constant. Assumes constant g and kc. ke must be greater than g.

P0 = D1 / (ke - g)

ke = RoR on equity (not the expected return for market, don’t be fooled, solve it by CAPM)

g = dividend growth

Can also estimate amount of stock value that is due to dividend growth by calculating with g = 0 and subtracting from when g = estimate.

Estimating sustainable growth rate:

g = (1 - dividend payout ratio) * ROE

(1 - dividend payout ratio) = retention rate

dividend payout ratio = dividends / net income

dividend = (dividend payout ratio) * (earnings per share)

66
Q

What are the objectives of corporate government and what makes an effective system?

A

1) Eliminate or reduce conflicts of interest
2) Use assets consistently with best interests of investor

Effective system:

  • Define rights of investors
  • Define and communicate oversight responsibilities of managers/directors
  • Fair and equitable treatment in dealings between managers/directors/shareholders
  • Transparency and accuracy in disclosures
67
Q

What are the conflicts that arise in agency relationships?

A

Managers/shareholders:

  • Using funds to expand firm (empire building)
  • Excessive comp and perks
  • Investing in risky ventures
  • Not taking enough risk

Directors/shareholders:

  • Lack of independence
  • Personal relationship with management
  • Consulting or agreements with company
  • Interlinked boards
  • Directors are overcompensated
68
Q

What responsibilities does board of directors have?

A
  • Institute corporate values and governance
  • Comply with legal and regulatory requirements
  • Create LT strategic objectives
  • Determine management’s responsibilities
  • Hire, comp, and evaluate CEO
  • Require management to supply board with accurate info
  • Meet regularly
  • Ensure directors are trained
69
Q

What should assess when determining whether board is effective?

A
  • Composition and whether directors are independent: at least 75% should be independent
  • Independent chairman: CEO and chairman should be independent (good, but not essential)
  • Qualifications of directors: should be skilled, not serve on more than 2-3 boards
  • Board elections: staggered is generally considered weaker. Stronger to have annual elections.
  • Board self-assessment: should self-assess at least annually
  • Frequency of separate sessions for independent directors: independent directors should meet at least annually in separate sessions without management.
  • Audit committee and oversight: internal audit staff should report directly to audit committee, which should consist of only independent directors. should meet at least annually with auditors.
  • Nominating committee: responsible for nominating new directors. Should consist only of directors.
  • Compensation committee: should focus on LT goals, should not compare to salary at other companies, should not reprice stock options. Base salary should be low and performance-related should be high.
  • Independent legal council: should use external legal council.
  • Statement of governance policies: should issue this
  • Disclosure and transparency: more is better
  • Insider or related-party transactions: should have any RP transaction approved by directors
  • Responsiveness to shareholder proxy votes: management should listen to how shareholders vote on proxy matters
70
Q

What risks result from poor corporate governance?

A

Accounting risk. The risk that a company’s financial statement recognition and related disclosures, upon which investors base their financial decisions, are incomplete, misleading, or materially misstated.

Asset risk. The risk that the firm’s assets, which belong to investors, will be mis- appropriated by managers or directors in the form of excessive compensation or other perquisites.

Liability risk. The risk that management will enter into excessive obligations, committed to on behalf of shareholders, that effectively destroy the value of shareholders’ equity; these frequently take the form of off-balance sheet obligations.

Strategic policy risk. The risk that managers may enter into transactions, such as mergers and acquisitions, or incur other business risks that may not be in the best long-term interest of shareholders, but which may result in large payoffs for management or directors.

71
Q

What forms and types of mergers are there?

A

Forms:
Statutory merger: acquiring company gets all target’s assets/liabilities and target ceases to exist.

Subsidiary merger: target becomes a subsidiary of the purchaser.

Consolidation: both companies cease to exist in their prior form and result in a new entity.

Types:
Horizontal: two entities in similar industries

Vertical: forward integration (acquirer moving up the supply chain towards customer); backward integration (acquirer moving down supply chain towards raw inputs).

Conglomerate: two entities in completely separate industries.

72
Q

What motivates M&A?

A

Synergies

Achieving more rapid growth: especially in mature industries

Increased market power: horizontal may expand share and ability to influence prices; vertical may reduce dependence on outside suppliers

Gaining access to unique capabilities: eg R&A or intellectual capital

Diversification: however, mergers are unlikely to increase value purely for diversification reasons

Bootstrapping EPS

Personal benefits for managers: empire building

Tax benefits

Unlocking hidden value: private equityin it up

Achieving international goals: taking advantage of market inefficiencies (cheap labor); working around govt policies; using technology in new markets; product differentiation; providing support to existing multinational clients

73
Q

What is EPS bootstrapping?

A

EPS bootstrapping allows a high P/E firm to increase its EPS without creating economic value by purchasing (with stock) a low P/E firm. (essentially exchanging higher-priced shares for lower-priced shares; thus numerator increases faster than denominator).

1) Cpt how much it costs to acquire target (target’s stock price * target’s shares outstanding)
2) Cost to acquire target / acquirer’s share price = how much shares to issue to buy target
3) acquirer’s current # of shares + shares issued to acquire target = # of shares of combined entity
4) combined earnings / combined shares = new EPS

74
Q

What are M&A motivations during industry life cycles?

A

Pioneer/development phase: conglomerate (sell to more mature company to provide backing) and horizontal (share talents and resources)

Rapid growth phase: conglomerate (more mature companies can provide capital) and horizontal (combine resources to finance growth)

Mature growth phase: horizontal and vertical (looking for synergies, expanding market power, operational efficiencies)

Stabilization phase: horizontal (acquiring weaker companies, economics of scale, consolidation)

Decline phase: horizontal (simply to survive); vertical (increase efficiency and profits); conglomerate (smaller companies in different industries for new growth opportunities)

75
Q

What are the two main forms of acquisition?

A

Stock purchase: acquirer gives target’s shareholders cash/securities in exchange for their shares.
- Shareholders must approve transaction (can bypass hostile management)

  • Shareholders bear tax consequences (can keep accumulated tax losses in company)
  • Generally involves purchasing entire company (assets and liabilities)

Asset purchase: acquirer purchases target’s assets, and pays target company directly.
- Shareholder approval generally not required (unless assets are substantial, eg >50% of company)

  • No tax consequences for shareholder; target pays capital gains taxes
  • Usually focussed on specific parts of company rather than entire entity; so generally avoids assuming liabilities
76
Q

What are the two main methods of payment in M&A?

A

Securities offering: acquirer gives target’s shareholders securities in exchange for their shares. target shareholders receive # of acquirer’s shares for each of their shares based on EXCHANGE RATIO. ultimate compensation paid based on: exchange ratio, # of shares outstanding of target company, and value of acquirer’s stock on deal day.

Cash offerings: simple payment of an agreed-upon amount for target’s shares.

FACTORS-2-CONSIDER:

1) Distribution b/w risk/reward for acquirer and target’s shareholders: in stock offering target’s shareholders share in risk of ultimate value of combined company (their value lies in the stock they receive). If they had received pure cash, all risk borne by acquirer. When acquirer is confident that value will be created, more likely to push for cash offering.
2) Relative valuations of companies: if acquirer’s shares are overvalued, will want to do a securities offering.
3) Changes in capital structure: borrowing for a cash offering could increase leverage. Issuing new stock could dilute interests of acquirer’s existing shareholders.

77
Q

How do friendly and hostile mergers differ?

A

Friendly: acquirer works with target’s management to negotiate deal and do due diligence on each. After this, sign definitive merger agreement, and announce deal to the public.

Hostile: if management refuses, submit proposal to target’s board (bear hug). If board refuses, go to shareholders:
- tender offer: offer to buy shares directly, and each individual shareholder accepts or rejects

  • proxy battle: get a proxy solicitation approved by regulators and sent to shareholders to approve a new ‘acquirer approved’ board, which can then replace management and approve the merger.
78
Q

What are some pre-offer M&A defense mechanisms?

A

Pre-offer defenses are better because they hold up better in court. AKA shark repellants.

Poison pill: gives current shareholders right to purchase additional shares at heavy discount, which causes dilution and increases cost to potential acquirer.

  • flip-in pill: target shareholders have right to buy target shares at discount.
  • flip-over pill: target shareholders have right to by acquirer’s shares at discount.
  • dead-hand provision: pill can only be redeemed or cancelled by a vote of the continuing directors.

Poison put: gives bondholders option to demand immediate repayment of their bonds in case of hostile takeover. this additional cash burden can discourage potential acquirer.

Restrictive takeover laws: some jurisdictions more target friendly than others.

Staggered board: split board into about 3 equal groups. each group elected for 3 year term, with elections for one third each year. therefore, takes at least 2 years to gain majority control.

Restricted voting rights: equity overnship above a certain threshold triggers loss of bvoting rights unless approved by board. this reduces effectiveness of tender offer and forces bidder to negotiate directly with board.

Supermajority voting provision for mergers: requires an extra large majority to vote on a merger, so a single powerful shareholder is less effective.

Fair price amendment: restricts merger offer unless a ‘fair’ price is offered to current shareholders.

Golden parachutes: big payouts to current management. generally not big enough to deter merger, but do make management happy.

79
Q

What are some post-offer M&A defense mechanisms?

A

Just-say-no: target can say ‘no’ and make public case to shareholders why they shouldn’t go for it

Litigation: target can attack merger on anti-trust grounds or some violation of securities law

Greenmail: target buys back its shares from acquirer at a premium and for agreement acquirer won’t try to acquire again for a while. stopped being used after 1986 in the US due to tax on greenmail profits.

Share repurchase: target submits tender offer for its own shares; forcing acquirer to raise its bid to stay competitive with target’s offer. repurchase also increases leverage of target’s capital structure, which may make acquisition less attractive. Could go as far as a leveraged buyout (LBO).

Leveraged recapitalisation: target assumes large amount of debt to finance share repurchases. Similar to an LBO, but some shares remain public.

Crown jewel defense: target may sell a subsidiary or major asset to a neutral third party, making acquisition less attractive. courts may declare this illegal.

Pac-man defense: after hostile takeover attempt, target can make counteroffer to try and acquire aquirerer.

White knight defense: friendly third party bids in competition with hostile party for the target. can result in higher price for target, and winner’s curse for the winning bidder.

White squire defense: target seeks friendly third party to buy a minority stake, that is just big enough to block the hostile acquirer from completing merger.

80
Q

What is the Herfindahl-Hirschman Index (HHI)?

A

HHI (1982) is used to evaluate potential antitrust violations. The market shares (sale or output of firm / sale or output of market) of the competing companies are squared and then summed.

Pre-merger HHI = number of firms in industry * (Market share of firms * 100)^2

Post-merger HHI = [number of firms in industry excluding the merged firm * (Market share of firms * 100)^2] + (Market share of merged firms * 100)^2

If post-merger HHI is < 1000, then no problem.

If post-merger HHI is 1000 - 1800, industry is moderately concentrated and should compare pre- and post-merger HHI.
- If change in pre- and post-merger HHI is > 100, then antitrust action is likely.

If post-merger HHI is > 1800, then industry is highly concentrated and again should compare pre- and post-merger HHI.
- If change in pre- and post-merger HHI is >50, then antitrust action is likely.

81
Q

How to perform discounted CF analysis?

A

Discounted CF analysis values a target by determining expected future free CFs after making necessary expenditures, and discounting those. Similar to free CF to firm approach (FCFF).

1) Determine which free CF model to use: usually two stage or three-stage varieties.
2) Develop pro forma financial estimates: projected financial statements
3) Calculate FCF using the pro forma data:

Net income 
\+ Net interest after tax
----
= Unlevered net income (or EBIT * (1 - tax rate))
\+/- Change in deferred taxes
---
= Net operating profit less adjusted taxes (NOPLAT)
\+ Net noncash charges
\+/- Change in net working capital
- Capital expenditures (capex)
----
= Free cash flow (FCF)

4) Discount FCF: discount rate is usually the target’s WACC, may be adjusted for potential changes in capital structure or risk resulting from merger.

5) Determine terminal value and discount it: two ways
- Constant growth model (company grows consistently in perpetuity)

terminal value = [FCF * (1 + g)] / (WACC - g)

  • Market CF multiple that firm will trade at end of first stage

terminal value = FCF * (Projected price / FCF)

6) Add discounted FCF from stage 3 and terminal value from stage 5 to get the value of target firm. This value is sometimes referred to as the enterprise value.

82
Q

How to calculate FCF in discounted CF analysis?

A

3) Calculate FCF using the pro forma data:

Net income 
\+ Net interest after tax
----
= Unlevered net income (or EBIT * (1 - tax rate))
\+/- Change in deferred taxes
---
= Net operating profit less adjusted taxes (NOPLAT)
\+ Net noncash charges
\+/- Change in net working capital
- Capital expenditures (capex)
----
= Free cash flow (FCF)

Note that Unlevered net income = EBIT * (1 - tax rate)

Also, the FCF breakdown is very similar to the FCFF formula:

FCFF = NI + NCC + [Int * (1 - tax rate)] - FCInv - WCInv

NI = net income
NCC = non-cash charges (eg depreciation, change in deferred taxes)
Int = interest expense
FCInv = Fixed capital investment (capital expenditures)
WCInv = Working capital investment
83
Q

How to determine terminal value in discounted CF analysis?

A

5) Determine terminal value and discount it: two ways
- Constant growth model (company grows consistently in perpetuity)

terminal value = [FCF * (1 + g)] / (WACC - g)

  • Market multiple that firm will trade at end of first stage

terminal value = FCF * (Projected price / FCF)

84
Q

How to perform a comparable company analysis?

A

1) Identify set of comparable firms: same industry, similar size and capital structure
2) Cpt relative value measures of selected comps based on current market prices: eg P/E, P/Book, P/Sales, Enterprise Value/EBITDA, EV/Sales.
3) Cpt statistics (mean, median and range) for relative value metrics and apply those to target firm to get estimated stock values.
eg: Est. value based on comps = EPS of target * mean P/E of sample
4) Estimate takeover premium: amount that takeover price of each of target’s shares must exceed market price to persuade target shareholder to approve deal. Usually expressed as % of stock price:

TP = DP - SP / SP

TP = takeover premium, DP = deal price/share, SP = target’s share price

Usually compare to premiums paid in recent takeovers of companies similar to target firm. SP should be price of target stock before any market speculation causes price to jump.

5) Cpt estimated takeover price as sum of estimated stock value from Step 3 and takeover premium from Step 4. This estimated price is considered a “fair price” to pay for target.

85
Q

How to perform a comparable transaction analysis?

A

1) Identify a set of recent takeover transactions: ideally from same industry and similar capital structure
2) Cpt relative value measures of selected comps based on prices for completed M&A deals: eg P/E, P/Book, P/Sales, Enterprise Value/EBITDA, EV/Sales.
eg: Est. value based on transactions = EPS of target * mean P/E of sample
3) Cpt statistics (mean, median and range) for relative value metrics and apply those to target firm to get estimated stock values

86
Q

What are the advantages/disadvantages of a discounted CF analysis?

A

Adv:

  • Easy to model change in target’s CF
  • Estimate of value based on forecasts of fundamental conditions rather than current data
  • Easy to customize

Dis:

  • Difficult to apply when FCF is negative
  • Estimates of CFs and earnings subject to error
  • Discount rate changes over time
  • Estimation error since majority of estimated value is based on terminal value
87
Q

What are the advantages/disadvantages of a comparable company analysis?

A

Adv:

  • Data easy to access
  • Assumption that similar assets should have similar values is sound
  • Estimates of value derived directly from market rather than assumptions of future

Dis:

  • Assumes market’s valuation of comps is accurate
  • Provides estimate of fair stock price, but not fair takeover price; must determine takeover premium separately
  • Difficult to incorporate merger synergies or changing capital structure
  • Historical data used to estimate takeover premium may not be timely
88
Q

What are the advantages/disadvantages of a comparable transaction analysis?

A

Adv:

  • No need to estimate separate takeover premium
  • Estimates of value derivesd from recent prices for real deals rather than estimates
  • Recent transaction prices reduce risk of lawsuit for mispricing a deal

Dis:

  • Assumes M&A transactions are valued accurately
  • May not be enough comparable transactions
  • Difficult to incorporate merger synergies or changing capital structure
89
Q

How to compute the post-merger value of an acquirer?

A

Vat = Va + Vt + S - C

Vat = post-merger value of combined company
Va = pre-merger value of acquirer
Vt = pre-merger value of target (before jump in shareprice after merger announcement)
S = synergies created
C = cash paid to target shareholders
90
Q

How to compute the gains accrued to a target in a merger?

A

Takeover premium is amount of compensation received in excess of pre-merger value of target’s shares.

GainT = TP = Pt - Vt

GainT = gains accrued to target shareholders
TP = takeover premium 
Pt = price paid for target
Vt = pre-merger value of target (before jump in shareprice after merger announcement)
91
Q

How to compute the gains accrued to a acquirer in a merger?

A

Acquirer pays takeover premium because it expects to generate gains from synergies.

GainA = S - TP = S - (Pt - Vt)

GainA = gains accrued to acquirer's shareholders
S = synergies created
TP = takeover premium 
Pt = price paid for target
Vt = pre-merger value of target (before jump in shareprice after merger announcement)
92
Q

How does a cash vs. stock payment affect the gains on a merger?

A

Cash payment: target’s shareholders only profit to extent amount paid exceeds current share price (takeover premium). Acquirer prefers this if synergy expectations are good.

Stock payment: target’s shareholders also retain ownership in new firm and dilute value (share in risk and reward).

Pt = (n * Pat)

Pt =  price paid for target
n = # of new shares target receives
Pat = price per share of combined firm after merger announcement

Pat = Vat / # of shares of combined firm

Vat = Va + Vt + S - C
# of shares of combined firm = # shares of acquirer + # of shares needed to purchase target
93
Q

What are the characteristics of M&A transactions that create value?

A
  • Strong buyer: with strong performance in past 3 years
  • Low takeover premium
  • Few bidders: reduces winner’s curse
  • Favourable market reaction: positive reaction to merger announcement
94
Q

What are some different ways a firm can reduce its size?

A

Divestitures: selling, liquidating or spinning off a division or subsidiary. Usually a direct sale for cash to an outside buyer.

Equity carve-outs: giving equity interest in subsidiary to an external party to create a new independent company. Done through a public offering of stock.

Spin-offs: like carveouts, but shares are not issued to public, but instead are distributed proportionately to entity’s current shareholders, thus keeping shareholder base of spin-off the same as that of current company.

Split-offs: like spin-off, but entity’s shareholders have to give up a portion of their current stock in parent company to receive new shares of split-off division.

Liquidation: break up of entity and sale of individual assets, usually in a bankruptcy.

95
Q

What are some reasons for restructuring?

A
  • Division no longer fits into management’s LT strategy
  • Lack of profitability
  • Reverse synergy (individual parts worth more than whole)
  • Infusion of cash