Corporate finance Flashcards
Liquidation
All company assets are sold
The proceeds from the liquidation are used to pay the firms creditors and the firm ceases to exist
Reorganization:
It is the more common form of bankruptcy for large corporations
the firms existing management is given the opportunity to propose a reorganization plan
What happens to the expected costs of financial distress when leverage increases
They increase
Three key factors determine the present value of financial distress costs
1) The probability of financial distress
2) The magnitude of financial distress costs
3) The discount rate for financial distress costs
1) distress costs have negative CAPM beta (costs are high when the firm (the market) does poorly
2) So the beta of the financial distress costs is negative
2) This makes the expected costs of financial distress even higher
Total value of a company VL =
V^L = VÛ + PV(interest tax shield) - PV(Financial distress costs)
Value of a levered firm:
V^L = Vû + PV(interest tax shield) - PV(Financial distress costs) - PV(Agency costs of debt) + PV(Agency Benefits of Debt)
What happens when you have too little leverage
Lost tax benefits
Excessive perks
Wasteful investment
Empire building
Too much leverage
Excess interest
Financial distress costs
excessive risk taking
under-investment
How can we mitigate agency
The structure of the debt can help:
Short term debt is associated with more oversight of managerial actions by creditors
capital structure
The relative proportions of debt, equity, and other securities that a firm has outstanding
Cost of capital
The return required by the investors who provide capital to the firm
Cost of capital for the entire firm
Cost of equity capital
Cost of debt capital
Leverage ratio
D/D+E
Debt-to-equity ratio
D/E
Perfect capital markets (assumptions)
Investors and firms can trade the same set of securities at competitive market prices equal to the present value of the future cash flows
There are no taxes, transaction costs, or issuance costs associated with security trading
A firms financing decisions do not change the cash flows generated by its investments, nor do they reveal new information about them
Cost of equity
Re= Ru + D/E(Ru -Rd)
Cost of equity definition
Cost of equity is the return that a company requires for an investment or project, or the return that an individual requires for an equity investment.
EPS Fallacy
If you increase the leverage of the firm, the earnings per each share (EPS) will increase
Since the value of a share is discounted value of future earnings, and these earnings go up for each share, then the price of a share must go up
Earnings per share (Formula)
Earnings/Number of shares
Equity issuance fallacy
“an unlevered company is currently worth 1000$ and issues 200$ in equity
Having collected the new cash makes the price of equity increase WHICH IS NOT TRUE
Payout policy
The way a firm chooses between the alternative ways to distribute free cash flow to equity holders
Special dividend
A one time dividend payment a firm makes, which is usually much larger than a regular dividend
Stock dividend
Instead of cash, shareholders get more shares
Share repurchases
An alternative way to pay cash to investors is through a share repurchase or buyback. The firm uses cash to buy shares of its own outstanding stock
Open market Repurchase
When a firm repurchases shares by buying shares in the open market
Open market share repurchases represent about 95% of all repurchase transactions
Greenmail
When a firm avoids a threat of takeover and removal of its management by a major shareholder by buying out the shareholder, often at a large premium over the current market price
cost of capital
the minimum rate of return or profit a company must earn before generating value.
Effective dividend tax rate T*d (weird looking t)
T*d = (Td -Tg)/(1-Tg)
Tg is the capital gains rate tax, and Td is the dividend tax rate
MM payout irrelevance
In perfect capital markets, if a firm invests excess cash flows in financial securities, the firms choice of payout versus retention is irrelevant
Agency costs of retaining cash
When firms have excessive cash, managers may use the funds inefficiently by paying excessive perks, over-paying for acquisition, etc
Why is retaining cash bad
The firm invests and it incurs corporate taxes
Managers can appropriate (steal) cash more easily
Issuance and distress costs
Generally, firms retain cash balances to cover potential future cash shortfalls, despite the tax disadvantage to retaining cash
Dividend smoothing
The practice of maintaining relatively constant dividends
Dividend signaling hypothesis
The idea that dividend changes reflect managers views about a firms future earning prospects
Advantages of venture capital firms
Limited partners are more diversified
They also benefit from the expertise of the general partners
Disadvantages of venture capital firms
General partners usually charge substantial fees
Most firms charge 20% of any positive return they make
They also generally charge an annual management fee of about 2% of the funds committed capital
Pre-money valuation
The new valuation of the firms outstanding shares before the infusion of capital and the issuance of new shares
Post-Money valuation
The value of the whole equity (old plus new shares) at the price at which the new equity is sold
Liquidation preference
Specifies a minimum amount that must be paid to these shareholders before any payment to common stakeholders
Seniority
In case of liquidation investors get paid as long as every investor with higher seniority has already been paid
Participation rights
Holders of convertible shares without participation rights must choose between demanding their liquidation preference or converting their share to common stock. Participation rights allow investors to “double dip”
Initial public offering
The process of selling stock to the public for the first time
Advantages of IPO
Greater liquidity
Better access to capital
Disadvantages of IPO
The equity holders become momre widely dispersed
The firm must satisfy all the requirements of public companies
Best effort basis
For smaller IPOs, a situation in which the underwriter does not guarantee that the stock will be sold, but instead tries to sell the stock for the best possible price
Firm commitment
An agreement between an underwriter and an issuing firm in which the underwriter guarantees that it will sell all of the stock at the offer price
Auction IPO
A method of selling new issues directly to the public. The underwriter in an auction IPO takes birds from investors and then sets the price that clears the market
Two ways to value a company
Compute the present value of the estimated future cash flows
Estimate the value by examining comparable IPOS
A roadshow
In a roadshow, the firm and the underwriter pitch the idea behind the firms plans to a set of large institutional investorss, aiming at gaining insight into the demand that these large investors have for the stock, and these investor reservation price for the stock
Lockup (managing risk)
A restriction that prevents existing shareholders from selling their shares for some period, usually 18ß days after an IPO
Over-Allotment allocation (risk management)
An option that allows the underwriter to issue more stock, usually 15% of the offer size, at the IPO price
Green shoe provition
Underwriters initially market both the initial allotment and the allotment in the green shoe provision by short selling the green shoe allotment
If the issue is a success: the underwriter exercises the green shoe option
If not: the underwriter covers the short position by repurchasing the green shoe allotment in the aftermarket, thereby supporting the price
4 IPO puzzles
Underpricing: the price at the end of the first trading day is often substantiall higher than the IPO price
The number of issues are highly cyclical
The costs of an IPO are very high and it is not clear why firms willingly incur them
The long-run performance of a newly public company (2-5 years) is poor
Underpricing (IPOs)
The underwriters benefit from the underpricing because it allows them to manage their risk. The pre-IPO shareholders bear the cost of underpricing
Although IPO returns are attractive, all investors cannot earn these returns.
When an IPO goes well, the demand for thestock exceeds the supply. Thus the allocation of shares for each investor is rationed
When an IPO does not go well, demand at the issue price is weak, so all initial orders are filled completely
The winners curse (underpricing + long-term reversal)
Refers to a situation in competitive bidding when the high bidder, by virtue of being the high bidder, has very likely overestimated the value of the item being bid on. You “win” (get all the shares you requested) when demand for the shares by others is low and the IPO is more likely to perform poorly
Debt (everything)
investor provides refundable money. She is called debt-holder or creditor
Legal obligation for debtor to repay creditor
If you have debt in sufficiently profitable firm, it is not risky but bankrupcy can happen. When a frim goes bankrupt, not even creditors can be repaid in full Creditors may get a haircut
Equity (everyting)
Investor provieds non-refundable money. She is called shareholder
Residual claim on future cash flows
Risky:
Return from stocks is volatile
It is the type of volatility equity holders cannot diversify away
in the event of bankrupcy, equity may be worth nothing
Yield of a bond
The required return from investing in the bond
Bond at a premium
This happens when coupon-rate>bond yield
yield to maturity of a bond
the percentage rate of return for a bond assuming that the investor holds the asset until its maturity date. It is the sum of all of its remaining coupon payments.
coupon rate
the annual amount of interest that the owner of the bond will receive. To complicate things the coupon rate may also be referred to as the yield from the bond.
Bond at par
(this happens when coupon-rate = bond yield)
Bond at discount
(this happens when coupon-rate < bond yield)
Leverage buyout
When a group of private investors purchase all the equity of a public corporation and finances the puchase primarily with debt
Indenture
Included in a prospectus (public bond issue), it is a formal contract between a bond issuer (a corporation) and a trust company
Senior debt
In the event of a liquidation, senior debt has the highest priority in repayment
Asset backed debt
In the event of brankruptcy/liquidation, the asset that was used as “collateral” for the loan is used to repay the creditor
Unsecured debt
In the event of bankruptcy/liquidation, unsecured bondholders are paid from the sale of assets of the firm that are not already pledged as collateral on other debt
A bond issuer typicall repays its bonds by making coupon and principal payments as specified in the bond contract. However, the issuer can:
Repurchase a fraction of the outstanding bonds in the market
Make a tender offer for the entire issue
Exercise a call provision
What happens when a frim sells a callable bond
It is “short” a bond
It is “long” an option to buy back the debt “before” maturity
Sovereign debt
government debt
Term loan
A bank loan that lasts for a specific term
Revolving line of credit
A credit commitment for a specific time period, typically two or three years, which a company can use as needed
Private placement
A bond issue that is sold to a small group of investorsrather than the general public; tradable among institutional investors
Morgage-backed security
Largest sector of the asset-backed security market
Backed by home mortgages
Largest issuers are U.s. government agencies and sponsored enterprises, such as the government national mortgage association
Covenants
Restrictive clauses in a bond contract that limit the issuers from undercutting their ability to repay the bonds
For example covenants may:
Restrict the ability for management to pay dividends
Restrict the level of further indebtedness
Specify that the issuer must maintain a minimum amount of working capital
Convertible bond
A corporate bond with a provision that gives the bondholder an option to convert each bond owned into a fixed number of shares of common stock
Conversion ratio
The number of shares received upon conversion of a convertible bond, usually stated per $1000 of face value