Package 6 Flashcards

1
Q

CAPITAL STRUCTURE

3 theories of Debt-Equity Choices

A

Trade off
Pecking order
FCF

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2
Q

CAPITAL STRUCTURE

Modigliani and Miller Proposition

A

Financing doesn’t matter (in perfect financial

markets!) -> in real world financing structure does matter

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3
Q

CAPITAL STRUCTURE

Two types of Costs of financial distress and bankruptcy

A

a) Direct (liquidation & reorganization costs)
b) Indirect (agency costs: debt overhang, risk shifting, playing for
time, cashing out)

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4
Q

CAPITAL STRUCTURE

four types of Debt vs equity-holder conflicts

A

1) Investment in riskier assets
- increases upside for shareholders, downside is born by creditors
2) Borrow more
- use borrowed money to pay to shareholders
3) Debt overhang
- cut back capex, because the value goes to debt-holders
4) “Play for time”
- postpone announcement of bankruptcy

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5
Q

CAPITAL STRUCTURE

The sense of Capital Structure

A

The study of capital structure tries to explain the mix of securities and financing sources used by corporations to finance real investment (This study analyzes particularly U.S corporations).

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6
Q

CAPITAL STRUCTURE

Explain The tradeoff theory

A

o The tradeoff theory- firms seek debt levels that balance the tax advantages of additional debt against the costs of possible financial distress.

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7
Q

CAPITAL STRUCTURE

Explain The pecking order theory

A

o The pecking order theory- firm will borrow, rather than issue equity, when internal cash flow is not sufficient to fund capital expenditure.

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8
Q

CAPITAL STRUCTURE

Explain Free cash-flow theory

A

o The free cash flow theory- dangerously high level of debt will increase value, despite the threat of financial distress.

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9
Q

CAPITAL STRUCTURE

List 4 arguments why in the reality financing does metter

A

o Taxes – tradeoff theory
o Differences in information – pecking order theory
Managers issue equity when they see that there is asymmetrical difference between managers and shareholders. In case that managers consider that price of shares is too high they will issue equity otherwise, it is more reasonable for the company to issue debt.
o Agency costs – free cash flow theory
o In case that managers use company’s money in a unreasonable manner, equity-holders will perform an LBO, which will increase the debt level of the company and will tend to limit managers’ expenditures.
o Innovation –“if new securities or financing tactics didn’t matter, they wouldn’t appear”

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10
Q

CAPITAL STRUCTURE

In general, industry debt ratio is low when

A

o Profitability and business risk are high
Riskier firms tend to borrow through equity, because otherwise they would have to face high cost of debt.
o Growth opportunities are valuable
Growing companies rather tend to issue equity than debt, because debt restricts their investment choices.

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11
Q

CAPITAL STRUCTURE

Why due to pecking order theory equity holders invest in risky assets

A

They understand that they have nothing to lose

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12
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
What determines firms’ target debt ratios?

A
Tax exposure (weak explanatory power)
Cash flow Volatility↑ -> D ↓
Firm’s size↑ -> D ↑
Assets tangibility/liquidity (fixed assets/TA)↑ -> D↑
M/B ratio↑ -> D↓
Product uniqueness↑ -> D↓
Industry effects
Firm fixed effects
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13
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
How does tax exposure determines target debt ratio

A

Tax shields do affect financing when they change marginal tax rate

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14
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
How does Cash flow Volatility determines target debt ratio

A

Higher systematic risk - > lower debt ratios

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15
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
Why small firms have smaller Debt

A

1) High costs of refinancing for small companies
2) Size correlates with other factors that affect D/E ratio
(diversification, volatility of CFs, probability of bankruptcy, etc.)
3) Large firms -> easier to sell assets in case of bankruptcy + good reputation
-> banks are more willing to provide credit
4) Large firms -> better access to public debt markets

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16
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
Why does higher Assets tangibility/liquidity (fixed assets/TA) determines target debt ratio’s rise

A

1) Tangible assets better preserve their value during default
2) Tangible assets are more easily redeployed
3) More tangible assets -> Debt-equity problems ↓

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17
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
Why does higher M/B ratio determines target debt ratio’s downwards

A

1) higher M/B -> prospects for growth -> use retained earnings
2) Overvalued equity -> issue more equity

BUT the relationship is partly mechanical (high equity causes more equity in capital structure)

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18
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
Why does higher Product uniqueness determines target debt ratio’s downwards

A

Non-financial stakeholders are concerned about financial health
(workers, customers, suppliers)

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19
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
What is industry effect on Debt ratio

A

Competitive industry -> low debt ratio to survive price wars

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20
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
What is firm fixed effect

A

Management preferences, governance, geography, competitive threats,
“corporate culture”, etc.

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21
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
What causes firms to deviate from the
target debt ratios?

A

1.Profitability
2. Market timing
3. Past stock returns (if high -> less debt)
4. Managerial preferences and
entrenchment

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22
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
How does profitability causes firms to deviate from the
target debt ratios?

A
• Pecking order theory -> higher
profits-> less debt
• BUT also More profitable firms ->
higher tax exposure -> more debt
• Profitability might be a proxy for
asset productivity
• Profitability as a proxy for CEO power
-> managerial preferences
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23
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
How does market timing causes to deviate from the
target debt ratios

A

• Taking advantage of mispricing
• New equity issued when Co shares
are overvalued in the market

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24
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
How do Past stock returns cause to deviate from the
target debt ratios

A

• High stock returns recently

  • > high growth opportunities
  • > equity is high-priced
  • > issue more equity
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25
Q
EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
How do Managerial preferences and
entrenchment cause to deviate from the
target debt ratios
A
• Equity vs. debt holders problems
• Agency problems -> low debt, if
managers have the discretion to
organize “easy life” for themselves
• Managers own a lot of stock &
options (agency problems ↓) ->
more debt
• If powerful CEO -> debt ratios likely
to reflect managerial preferences
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26
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
What are the consequences of leverage
for customers?

A
  • Debt may damage the firm-customer relationship, leading to poor performance
  • In case of industry downturn -> highly leveraged firms +high R&D -> sales↓
  • Overleveraged firms are less likely to survive industry deregulation
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27
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
What are the consequences of leverage
for the suppliers?

A
  • If relationship-specific investments are needed -> suppliers demand lower leverage
  • If suppliers with high R&D -> lower leverage
  • If entered into SA (strategic alliance) -> lower leverage
28
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
What are the consequences of leverage
for the employees?

A
  • High leverage -> lower wages, lower pension funding
  • High leverage -> more frequent lay-offs during recessions (debt forces management to make “unpleasant choices”)
  • High leverage -> labor unions less aggressive
  • Threat of unionization -> higher debt ratios
29
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
What are the consequences of leverage
for the competitors?

A

• High debt -> output ↓ + prices ↑
• Highly leveraged firms forced out of the market if competition drives prices down
• If leverage is uniformly high in the industry -> high industry prices, low compensations
• If competitors at the industry level have low leverage, but Co – high leverage ->
lower sales growth of this Co

30
Q

EMPIRICAL CAPITAL STRUCTURE:
A REVIEW
What are the consequences of leverage
for the Investment decisions?

A

• Debt overhang problem (Co likely to surpass NPV>0 projects because Co cannot
take more debt to finance them)
• Debt as disciplinary mechanism -> lower investments (good for firms with poor
growth prospects)
• High leverage -> high pressure on managers to find projects with NPV»0
• Debt covenant violations -> leverage declines (rather than investment
opportunities

31
Q

CORPORATE PAYOUT POLICY
(SECTIONS 3, 8-10, 13)
The main idea of life-cycle theory

A

The time profile of payouts is based on time-series variation in the benefits and costs retention.

32
Q

CORPORATE PAYOUT POLICY
(SECTIONS 3, 8-10, 13)
Payout policy for Rapid-growth companies

A

as they have many NPV>0 projects they should sit on cash to finance all those attractive investment projects -> low or no dividends paid out (all reinvested)

33
Q

CORPORATE PAYOUT POLICY
(SECTIONS 3, 8-10, 13)
Payout policy for mature companies

A

As they have few NPV>0 projects and they have lrge agency costs (because of large capitalization of company) -> impose high dividend payouts as a disciplinary method.

34
Q

CORPORATE PAYOUT POLICY
(SECTIONS 3, 8-10, 13)
Arguments for high dividends

A
  • Clientele effect (e.g. attract pension funds)
  • Low growth companies (due to life cycle theory)
  • Agency costs
  • Trading costs
  • Signaling theory (try to cut dividends to avoid share price decreases under info asymmetry)
  • Bird in hand theory (for highly uncertain investment)
35
Q

CORPORATE PAYOUT POLICY
(SECTIONS 3, 8-10, 13)
Arguments for low dividends

A
High issue costs 
Tax effect 
Costs of financial distress 
Good growth prospects 
Clientele effect
36
Q

CORPORATE PAYOUT POLICY
(SECTIONS 3, 8-10, 13)
Advantages of stock repurchase

A

1) Preserving financial flexibility (No need for future payments; Repurchases substitute SDD)
2) Correct stock valuation (Buy when undervalued; Exploit shareholders (arguable))
3) Remove low valuation
stockholders (Increase the value; Avoid takeovers)
4) Allocation of voting rights (Remove threatening block
holders; Increase management ownership)
5) Increase reported EPS (Simply due to fewer shares; Productivity growth)
6) Transaction costs saving (Less shareholders -> less
“paper work”; Small firms)

37
Q

OVERVALUED EQUITY AND
FINANCING DECISIONS
Arguments for raising more capital
when overvalued

A

1) Catering investors’ expectations
2) Project scale economies
3) Investor short-termism

38
Q

OVERVALUED EQUITY AND
FINANCING DECISIONS
Who has bigger sensitivity to overvaluation

A
• Overvalued firms
• Growth firms
• Firms with more intangible
assets and R&D
• Small firms
• Firms where investors have
short investment horizons
• Firms with high insider selling
• High turnover firms
39
Q

FIDUCIARY DUTIES AND EQUITY DEBT HOLDER
CONFLICTS
Why Delaware is chosen as a district for research

A
  • More than half U.S. publicly listed companies are incorporated in Delaware
40
Q

FIDUCIARY DUTIES AND EQUITY DEBT HOLDER
CONFLICTS
What is meant by Fiduciary duties

A

Fiduciary is the duties where managers promised to the shareholders to act in their best interests. However it changes when a firm becomes insolvent. In this case fiduciary duties are owed to all interested parties (including creditors).

41
Q

FIDUCIARY DUTIES AND EQUITY DEBT HOLDER
CONFLICTS
NEW Delaware court’s ruling

A

when a firm is not
insolvent, but in the “zone of insolvency”, duties
are already owed to creditors

42
Q

FIDUCIARY DUTIES AND EQUITY DEBT HOLDER
CONFLICTS
Equity- vs debt-holder conflicts in situations close to bankruptcy

A

1) Debt overhang - Underinvestment, because part of the value goes to creditors
2) Risk-shifting to debt-holders - Equity-holders increase the riskiness of the firm’s existing assets (nothing to lose -> “gamble”)) -» Higher interest rates and restrictive covenants (Debt holders try to protect themselves from the two problems listed above)

43
Q

Что мы любим больше всего?

A

Города, срать, блевать, и держаться за руки

44
Q

FIDUCIARY DUTIES AND EQUITY DEBT HOLDER
CONFLICTS
Consequence of the new law

A
  1. Debt overhang (Equity issues increased; Investments increased)
  2. Risk shifting (Operational and financial risk decreased (ROA, volatility of equity returns))
  3. Built-in protection by creditors (i.e. higher costs of debt)
  4. Contractual protection by creditors (debt covenants)
  5. Positive response of stock prices
45
Q

FIDUCIARY DUTIES AND EQUITY DEBT HOLDER
CONFLICTS
Does the new law causes overall welfare for the economic?

A

No! There was welfare allocation from stock-holders to equity-holders.

46
Q

FIDUCIARY DUTIES AND EQUITY DEBT HOLDER
CONFLICTS
How PE creates economic value

A

1) Financial engineering (decrease of agency costs; PV (TS))
2) Governance engineering
3) Operational engineering (PE firms – highly industry focused; Intensive use of internal and external consulting groups)

47
Q

FIDUCIARY DUTIES AND EQUITY DEBT HOLDER
CONFLICTS
How does PE create economic value through Governance engineering

A

• Give managers large portfolio of Co stock and options (upside potential)
• Make managers invest significantly (downside potential)
• Illiquid equity (privately held) -> lower incentives to manipulate
performance
• PE investors –more active in companies governance
• PE investors often fire managers for poor performance

48
Q

FIDUCIARY DUTIES AND EQUITY DEBT HOLDER
CONFLICTS
Explain how PE investors are involved in corp. governance

A
  • media (Case in Russia)
  • tax shield
  • insider information getting
49
Q

CORPORATE PAYOUT POLICY
(SECTIONS 3, 8-10, 13)
Why managers can be willing to retain cash flows

A
  • Agency costs (because of more cash flow)

* Flotation costs

50
Q

CORPORATE PAYOUT POLICY
(SECTIONS 3, 8-10, 13)
WHat is floating costs

A

costs of new issue, including implicit costs

51
Q

CORPORATE PAYOUT POLICY
(SECTIONS 3, 8-10, 13)
Why managers can be willing to pay dividends

A
  • Investors pressure managers to make cash payouts;
  • Possibility of takeover
  • Managers care about reputation
52
Q

CAPITAL STRUCTURE

The trade-off theory

A

Firms seek debt levels that balance the tax advantages of additional debt against the costs of possible financial distress.

53
Q

CAPITAL STRUCTURE

The pecking order theory

A

firm will borrow, rather than issue equity, when internal cash flow is not sufficient to fund capital expenditure.

54
Q

CAPITAL STRUCTURE

The free cash flow theory

A

dangerously high level of debt will increase value, despite the threat of financial distress.

55
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
Features of Private equity firms

A
  • comparatively small

- high-profile teams

56
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
Features of Private equity funds

A
  • usually closed-end
  • raises capital for the firms
  • limited lifetime (10 years)
57
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
Ways of compensation in PE

A
  • annual mgmt. fee
  • share of profits (~ 20%)
  • deal and monitoring fees from the companies
58
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
Describe the process how PE works

A
  • buy a firm with premium above stock price
  • financed with debt (60-90%)
  • new mgmt. team, that also contributes to equity
  • take company private
  • improve performance
  • sell after 6-7 years to
    o strategic buyer
    o another PEF in SEO
    o IPO
59
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
What is Financial special about Private Equity?

A

o Mgmt. incentives (give stock, make mrg invest) – equity illiquid, has to perform
o Leverage – pressure not to waste money (reduces AC), increases value through TS, but can’t be too high

60
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
What is governance engineering special about Private Equity?

A

o the boards of companies more actively involve, meet more often,
o replace mgrs.

61
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
What is operational engineering special about Private Equity?

A

o experts and professionals;

o consulting groups

62
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
PE influences on:

A
  • Employment (increase efficiency, can lay sb off – employment grows but at a slower rate)
  • Taxes (TS due to increased leverage)
  • information asymmetries (not really, but can negotiate deal better than others)
63
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
Trends in activity of PE

A
  • cyclicality
  • debt used driven by credit market conditions
  • D/E decreases when interest rates rise
  • Returns decline when more capital is committed
  • More capital committed when past returns higher (engage in worse projects afterwards)
64
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
Conclusion about PE

A
  • private equity creates economic value on average (AC down)
  • no superior returns for investors
    o large premiums at acquisitions
    o large fees
     gross of fees outperform, but not net of fees
65
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
Future of PE

A
  • less leverage
  • more minority stakes (new operational engineering capabilities – better position than in the past)
  • decrease in activity due to crisis
66
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
 Secondary buyout

A

Situation when a private equity fund exits their old investments and sells portfolio companies to other private equity firm.

67
Q

Flashcards in “Kaplan, Stromberg “Leveraged Buyouts and Private Equity””
Asymmetric information

A

Results on operating improvements can be as an outcome of investors having superior information on future portfolio company performance than previous managers.