Chapter 11.2 Flashcards

Stock Repurchases

1
Q

Besides paying out dividends, what’s another popular method of distributing value to stockholders?

A

Stock repurchases

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2
Q

What is a stock repurchase?

A

The purchase of stock by a company from its stockholders; an alternative way for the company to distribute value to the stockholders

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3
Q

How do stock repurchases differ from dividends?

A
  1. Don’t represent a pro-rata distribution of value to the stockholders
  2. When a company repurchases its own shares, it removes them from circulation
  3. Taxed differently than dividends
  4. Accounted for differently on the balance sheet
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4
Q

How do stock repurchases not represent a pro-rata distribution of value to the stockholders?

A

Because not all stockholders participate

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5
Q

How does the choice of participating differ in stock repurchases and dividends?

A

Individual stockholders decide whether they want to participate in a stock repurchase. Some stockholders participate while others don’t.

In a dividend distribution, all stockholders receive the dividend

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6
Q

What happens when a company repurchases its own shares and removes them from circulation?

A

Reduces the number of shares of stock held by investors

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7
Q

How does a company removing its own shares from circulation when repurchasing them impact ownership of the firm?

A

Removing a large number of shares from circulation can change the ownership. Can increase/decrease the fraction of shares owned by major stockholders thereby diminish ability to control the company

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8
Q

What can happen if a company w/ relatively small number of shares in the public market distributes a lot of cash to investors through a stock repurchse?

A

There will be less liquidity for the remaining shares

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9
Q

What is an extreme example of there being less liquidity for remaining shares when companies w/ small number of shares distributes lots of cash to investors thru a stock repurchase?

A

When a public company repurchases most of its outstanding shares and “goes private”

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10
Q

Why does a dividend not have the same effects as stock repurchases on ownership and liquidity?

A

Since a dividend doesn’t affect who owns the shares or the number of shares outstanding

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11
Q

How are stock repurchases taxed differently than dividends?

A

Dividends: Total value of dividends normally taxed
Repurchase: when stockholder sells shares back to the company, only taxed on the profit from the sale

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12
Q

Suppose a stockholder purchased 100 shares for $150 and then sold them to the company for $200 a year later. How much profit did the stockholder earn on the sale that would be treated as a capital gain?

A

$200 − $150 = $50

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13
Q

Suppose a stockholder purchased 100 shares for $150 and then sold them to the company for $200 a year later. In this example, the $50 profit that the stockholder earned on the sale would be treated as a capital gain and would be taxed at no more than a 23.8 percent rate depending on the stockholder’s income. What is the maximum total tax on the sale of the stock?

How would this compare to if the company had distributed the $200 as a dividend?

A

$11.90 ($50 × 0.238 = $11.90)
$47.60 ($200 × 0.238 = $47.60)—four times as much

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14
Q

How are profits that stockholders earn on the sales of shares back to companies in stock repurchases treated as when taxed?

A

As a capital gain and would be taxed no more than a 23.8% rate (the max rate on capital gains in 2013)

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15
Q

Why is the difference between taxation on repurchases and dividends even more significant when you remember a dividend is not optional?

A

Stockholders who receive dividends have no choice as to when they must pay the tax

Since stockholders choose whether to participate in repurchase plan: able to choose when they pay taxes on the profit from selling their stock

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16
Q

Give an example of how dividends are accounted for on the balance sheet.

A

When a company pays a cash dividend: cash account on assets side of balance sheet and the retained earnings account on the liabilities and stockholder’s equity side of the balance sheet are reduced

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17
Q

Give an example of how stock repurchases are accounted for on the balance sheet.

A

Company uses cash to repurchase stock: cash account on assets side of balance sheet reduced, treasury stock account on liabilities and stockholders’ equity side of the balance sheet is increased (becomes more negative)

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18
Q

What are the 3 general ways companies can repurchase stock?

A
  1. Open-market repurchases
  2. Tender offer
  3. Targeted stock repurchases
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19
Q

What are open-market repurchases?

A

The repurchases of shares by a company in the open market

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20
Q

What is a company simply purchasing shares in the market, much as an individual would do, called?

A

Open-market repurchases

21
Q

What is a benefit of open-market repurchases?

A

Convenient way of repurchasing shares on an ongoing basis

22
Q

Give an example of how open-market repurchases are a convenient way of repurchasing shares on an ongoing basis?

A

A company might use such repurchases to distribute some of its profits instead of paying a regular cash dividend

23
Q

Why are open-market repurchases not beneficial when a company has a large amount of cash to distribute?

A

Because the government limits the number of shares that a company can repurchase on a given day

24
Q

Why does the government limit the number of shares that a company can repurchase on a given day in open-market repurchases?

A

Intended to restrict the ability of firms to influence their stock price through trading activity

25
How long could it take for a company to distribute a large amount of cash using open-market repurchases?
Could take months
26
How can the management of a company distribute a large amount of cash at one time if it doesn't want to use a special dividend?
Repurchase shares using a tender offer
27
What is a tender offer?
An open offer by a company to purchase shares
28
What are the 2 types of tender offers?
1. Fixed-price 2. Dutch auction
29
How does a company start a fixed-price tender offer?
Management announces the price that will be paid for the shares and the maximum number of shares that will be repurchased
30
How do interested stockholders take part of a fixed-price tender offer?
Tender their shares by letting management know how many shares they're willing to sell
31
What happens if the number of shares tendered exceeds the announced maximum in a fixed price tender offer?
Then the maximum number of shares are repurchased, and each stockholder who tendered shares participates in the repurchase in proportion to the fraction of the total shares that they tendered
32
How does a firm start a Dutch auction tender offer?
Announces the number of shares that it would like to repurchase and asks the stockholders how many shares they would sell at a series of prices
33
How are prices decided in Dutch auction tender offers?
Firm asks stockholders how many shares they would sell at series of prices: ranging from just above the price at which the shares are currently trading to some higher price
34
Why are the alternative prices set higher than the market price in Dutch auction tender offers?
To make the offer attractive to stockholders
35
How do stockholders participate in a Dutch auction tender offer?
Stockholders tell the company how many of their shares they would sell at the various offered prices
36
What happens once the offers to sell have been collected in Dutch auction tender offers?
Management determines the price that would allow them to repurchase the number of shares that they want
37
In the end, what stockholders are the ones who actually sell their shares to the firm in Dutch auction tender offers?
All the tendering stockholders who indicate a willingness to sell at/below the price the firm has determined, will then receive this price for their shares
38
What are share repurchases through direct negotiation with specific stockholders called?
Targeted stock repurchases
39
What are targeted stock repurchases?
A stock repurchase that targets a specific stockholder
40
When are targeted stock repurchases typically used?
To buy blocks of shares from large stockholders
41
How can targeted stock repurchases benefit stockholders who aren't selling?
Because managers may be able to negotiate a per-share price that's below the current market price
42
How is it possible that managers are able to negotiate per share prices that are below current market prices in targeted stock repurchases?
Because the only alternative for a stockholder who owns a large block of shares and wants to sell them at one time often involves offering the shares for a below-market price in the open market
43
Why can targeted stock repurchases be attractive to managers of firms for reasons other than price?
If the company repurchases the block of shares, there's less change that the shares will fall into the hands of an unfriendly investor
44
What is the most common way to repurchase shares?
Through open-market repurchases
45
What is the second most common method to repurchase shares?
Targeted stock repurchases
46
What is the average percentage of shares repurchased in open-market repurchase programs and how do they compare to other repurchase methods?
7.37%, considerably smaller than other methods
47
What does the low average percentage of shares repurchased for open-market repurchases confirm?
Managers tend to use methods other than open-market repurchases when they want to distribute a large amount of cash at one time
48
How many targeted stock repurchases involve a purchase price that's below the stock's price in the open market? How can this number be interpreted?
Almost 1/2, consistent with the idea that managers an often negotiate discounts when making such purchases
49
What is the average stock price reaction to a targeted stock repurchase, and why?
Negative Reason isn't obvious: - Some cases investors may think that managers repurchases shares to entrench themselves to the detriment of stockholders - In others, large stockholder's willingness to sell their shares may signal this investor's pessimism about the firm's prospects, thereby causing other market participants to drive down stock prices