Relaterte artikler Flashcards

1
Q

Hva er forskjellen mellom EVA og NPV for ledelsen?

A

EVA vil lede ledelsen til å velge det mest lønnsomme prosjektet. Selv om et annet prosjekt har høyere IRR, kan det gi lavere totalavkastning (etter mckinseys vurdering skal prosjektet med høyest NPV velges).

Videre er EVA et flyt-mål, med innbakt WACC, mens NPV er et (stock-mål).

EVA gir derimot ingenting til konvensjonell verdsetting, og dets betydning må ikke overvurderes.

Videre er EVA et prestasjonsmål som måler hvor mye verdi som skapes i virksomheten.

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2
Q

Realopsjoner. Hva ligger i fleksibiliteten realopsjoner gir

Hvilke ulemper følger bruk av realopsjoner?

A

Fleksilitet blir priset inn i verdsettingen (det gjøres ikke ved alminnelig NPV).

Det gir en verdi på “learning” (altså tilegnet informasjon innenfor den avtalte perioden).

Ulemper:

Bruk av realopsjoner åpner for verdimanipulasjon.

Ledelsen kan:
1. Øke PV(E(FCI))

  1. Redusere PV(E(FCO))
  2. Øke usikkerhet om PV(FCF)
    - reaktiv
    - proaktiv
  3. Øke durasjonen (levetiden) på realopsjonen
  4. Redusere verdi tapt ved manglende utvikling (kostnaden).
  5. Øke risikofri rente.
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3
Q

Kapitalstruktur: Hvordan maksimere firm value?

A

Teorier:

  1. Taxes:
    Because the basic corporate profi ts tax allows companies
    to deduct interest payments but not dividends in their
    calculation of taxable income, adding debt to a fi rm’s capital
    structure lowers its expected tax liability and thereby
    increases its after-tax cash fl ow. If there were only a corporate
    profi ts tax and no individual taxes on the returns from
    corporate securities, the value of a debt-fi nanced company
    would equal that of an identical all-equity fi rm plus the present
    value of its interest tax shields.

The problem with this analysis, however, is that it
overstates the tax advantage of debt by considering only
corporate taxes.

  1. Contracting costs
    Whatever the tax benefi ts of higher leverage, they must be
    set against the greater probability and higher expected costs
    of fi nancial distress.
  • Cost of financial distress (or the underinvestment problem):

Although the direct expenses associated with the
bankruptcy process appear small in relation to corporate market values,3 the indirect costs can be substantial. For
many companies, the most important indirect cost is the loss
in value that results from cutbacks in promising investment
when the fi rm gets into fi nancial trouble.

  • The benefit of Debt in controlling overinvestment:

But if too much debt can lead to underinvestment (and
more demanding stakeholders), too little can lead to overinvestment.

Bør stimulere til å utbetale dividender eller tilbakekjøp av aksjer.

  1. Information costs (informasjonassymetrier)
    - Market timing

Since the promised payments to
bondholders are fi xed, and stockholders are entitled to
what’s left over after the fi xed payments, stock prices are
more sensitive than bond prices to any proprietary information
about the fi rm’s future performance. If management
has favorable information that is not yet refl ected in market
prices, the release of such information will cause a larger
increase in stock than in bond prices, and so the current
stock price will appear more undervalued to managers than
current bond prices.

  • Signaling

signaling
theory is premised on the idea that managers have
better information than investors.
But in contrast to market
timing, where securities offerings are viewed as attempts
to raise “cheap” capital, the signaling model assumes that
corporate fi nancing decisions are designed primarily to
communicate managers’ confi dence in the fi rm’s prospects
and, in cases where management thinks the fi rm is undervalued,
to increase the value of the shares.

  • The pecking order.

The pecking order theory takes the
information-cost argument in a somewhat different direction,
suggesting that the dilution associated with issuing
securities is so large that it dominates all other considerations.
According to this theory, companies maximize value
by systematically choosing to fi nance new investments with
the “cheapest available” source of funds.

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4
Q

Hvordan påvirker kapitalstruktur verdien av selskapet på lang sikt?

A

Capital structure affects a company’s overall value through its impact on operating cash flows and the cost of capital.

Overall, the value of tax benefits is quite small over the relevant levels of interest coverage. (<5%)

Kapitalstruktur kan skape verdier dersom selskapet er sterkt over-/undervurdert (fra ledelsens synspunkt). Dette kan gjøres ved tilbakekjøp av aksjer eller bruk av overvurderte aksjer ved oppkjøp.

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5
Q

Hvilke steg følger av det praktiske rammeverket for å utvikle en kapitalstruktur?

A
  1. Estimate the financing deficit or surplus.

2, Set a target credit rating (and estimate the corresponding capital structure ratios).

  1. Develop a target debt level over the business cycle.

.Samt fastsette hvordan selskapet skal bevege seg mot target kapitalstruktur.

4.

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6
Q

Kapitalstruktur: Har det betydning?

A

Utgangspunkt MM, nei. Men.

For growth companies, the emphasis is on
preserving fi nancial fl exibility to carry out
the business plan, which means minimal
debt and low payouts, if any. For companies
with limited investment opportunities
that generate a lot of cash, paying out free
cash fl ow and reducing corporate taxes
are likely to be the major concerns. In the
extreme case of LBOs or other highly
leveraged transactions, the tax shelter
from debt can be a signifi cant source of
value. But even in those deals, I think the
incentive benefi ts from using high leverage
to concentrate the equity ownership and
drive effi ciency outweigh the tax benefi ts.

Our stockholders want growth in revenues
and earnings. But, as we’re keenly aware,
our investors also want high returns on
capital. And this makes getting the right
capital structure a balancing act. It’s a matter
of preserving enough fl exibility to carry
out our business plan while also making
sure that we don’t have too much capital.
That last part of the equation is what our
dividend and buyback policies are designed
to accomplish. Our policy is to return 100%
of our free cash fl ow in one way or another
to our shareholders.

Investor:

In looking at today’s market, I tend to put all
companies into one of two buckets. My classifi
cation system has more to do with whether
we think companies have the right package
of fi nancing policies and growth opportunities,
or whether the package needs to be
changed. On the one hand, if we basically
approve of how a company is investing its
capital in the business, then that’s a company
that we’re probably going to con sider recommending.
We’re fi ne with just letting such
companies grow. On the other hand, if a company
makes poor acquisitions or its growth
slows and management fails to recognize that
and pay out the excess capital, that’s where
we think the business model needs a fundamental
restructuring.

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7
Q

Hva kan være grunnene til stock buybacks (repurchase)?

A
  1. Provide comparable companies with a way of adjusting theri capital structure. If the company feels it has too little debt and more equity than it needs, buying back stock can restore the proper debt-equity balance.
  2. Pay out the companys free cash flow
  3. More flexible, tax-advantaged substitute for dividend payments.
(Finance
academics have been struggling for years
to try to understand why companies pay
dividends in the fi rst place, given their tax
treatment.)
4. “signal”
management’s confi dence about
the fi rm’s future earnings power—and,
in some cases, management’s sense that
the fi rm is undervalued.

(In most cases, buybacks are management’s
way of telling their shareholders
that the company has more capital than
it can profi tably employ. Far from being
an admission of failure, it’s a statement
of their responsibility to shareholders to
invest only in positive-NPV projects. And
when viewed as part of a broad economic
cycle, both repurchases and dividends
provide a means of liberating capital from
mature, though perhaps still quite profi table,
companies and channeling that capital
into growth companies. In this sense,
buybacks and dividends are an important
part of the natural growth and maturation
cycle that all companies go through.)

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8
Q

Hva kan være grunnen til at dividender kommer tilbake?

A

One factor is the way corporate
executives and employees are now being
compensated.

For most public companies, getting
the right payout policy is about getting
the right mix of debt structure, buybacks,
and dividends.

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9
Q

Hvordan har utviklingen gått ift hva selskaper gjør med fcf?

A

I think there has been a major shift in the
perspectives and methods of investors that
bears very directly on what companies should
be doing with their excess cash. Since the
bursting of the Nasdaq bubble in 2000 and
2001, we have gone from a world in which
investors focused mostly on earnings growth
and P/E multiples to one in which the main
focus has become variables like free cash
fl ow, returns on capital, and DCF.
There are two major factors driving this
change. First, both the buy side and the
sell side are now using much more powerful
computing models to see through accounting
numbers to companies’ underlying cash
generation and earnings power. Second is the
large and growing number of fundamentalsdriven
hedge funds that pay very close attention
to how companies invest their capital and
what they do with their free cash fl ow.

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10
Q

Hva er utgangspunktet og kritikken når det til det teoretiske grunnlaget for utbetaling av dividender?

A
  1. The first was Modigliani and Miller’s demonstration that,
    in a world without taxes or other so-called market imperfections,
    a company’s value is determined solely by its earnings
    power—and not by whether or when those earnings are
    distributed to investors.

For investors and companies alike,
the import of M&M is that every dollar paid out in dividends
should be viewed as one less dollar of capital gains.

  1. The second premise underlying Black’s reasoning was the
    tax disadvantage of dividends—the fact that, unlike interest
    payments on debt, dividends are taxed at both the corporate
    and personal levels. Taken together, these two arguments
    suggested that if dividends had any material effect on corporate
    values, it was likely to be negative.1

Kritikk:

  1. dividend payouts increase the value of mature, cash-generating
    companies by controlling management’s natural tendency
    to use excess capital to pursue low-return investments.
  2. A second possible reason for the return of dividends is
    that large companies, particularly those with limited growth
    prospects, may be using dividends to reassure investors
    about the “quality” of their earnings.
  3. A third possibility we investigate is that the recent surge
    in dividends is at least partly a consequence of Internet-era
    startups maturing to the point where they need to rethink
    their payout policies.
  4. The fourth potential reason for the reappearance of
    dividends is similar in spirit to the maturity hypothesis,
    which views dividend policy as the “residual” outcome of a
    company’s capital budgeting process—or at least a process
    that is guided by the rule, “Pay out whatever cannot be
    reinvested to earn the cost of capital.” While the maturity
    hypothesis may help explain dividend choices at the firm
    level, a general decline in promising uses for capital could
    reflect an economy-wide shrinkage of investment opportunities.
  5. Fifth and last, we consider “behavioralist” explanations
    of the recent surge in dividends. By this we mean explanations
    that rely on investor preferences with no obvious
    grounding in fundamentals and thus outside the bounds of what economists tend to view as “rational” behavior.
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11
Q

Hva er utbetalingsdynamikken mellom dividender og tilbakekjøp av aksjer?

A
  1. Dividends and taxes: The bus tax cut

38.1% to 15%, the same as the top
rate on long-term capital gains. One of the arguments for
the cut was the idea that companies would be encouraged
to pay dividends that would flow back into the economy
as reinvested capital or increased consumer spending.

  1. Dividende, Corporate governance og investor confidence.
    - Mer villig til å betale ut og forplikte seg til dette ved dividende.
  2. Maturity hypothesis
    In at least the first few years of their existence as public companies, these firms would be expected to reinvest
    internally generated funds in profitable investment opportunities.
    But as they mature, those firms that survive will
    tend to have more stable cash flows and fewer investment
    opportunities—traits, in short, that we tend to associate
    with dividend-paying companies.
  3. Investment opportunity hypothesis:

Classic theories of payout policy tell us that dividends should
be paid out of a company’s “free cash flow”—the portion of
a company’s current cash flow that cannot be profitably reinvested
in the business. This in turn implies that dividends
should be negatively related to the availability of attractive
investment opportunities.

  1. Catering theory:¨

In this explanation,
investor demand for dividends varies with changes in investor
“sentiment” or some other psychological motivation,
sometimes causing high dividend-paying stocks to trade
at a “premium” to their low- or no-dividend counterparts.
Companies “cater” to this time-varying investor demand by
paying dividends when investors place a premium on dividend-
paying firms. The theory also predicts that companies
will cut their dividends (or at least their rate of increase)
when investors show signs of losing their taste for dividends.

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12
Q

Hvilken virkning har repurchase på eps?

A

Med tilbakekjøp av aksjer, vil verdiene av hver aksje i utgangspunktet ikke være påvirket av kjøpet. Det gir muligheten for selskapet til redusere antall aksjer, uten å påvirke rapporterte earnings.

Effekten er høyere eps og dermed lavere P/E. Det rasjonale skulle da tilsi at risen skulle stige, noe den empirisk har vist seg å stemme.

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13
Q

Hvordan vil tilbakekjøp av aksjer påvirke verdien av selskapet?

A

verdien øker ikke, selv om det gir en økning i EPS. Ved at det benyttes cash til å kjøpe tilbake aksjer, vil det gi lavere selskapsverdi tilsvarende reduksjonen i aksjeverdi.

Likevel, buybacks øker verdien på to måter:

  1. Signaling
    - Investorer og analytikere bruker selskapets finansielle beslutninger som et vindu inn i hva ledelsen virkelig tenker om selskapets prospekter. Tilbakekjøp tilsier at ledelsen er så sikre på sin posisjon at de kan kjøpe egne aksjer. I virkeligheten tas det også i betraktning historiske tiltak.
  2. Leverage
    - Buybacks endrer kapitalstruktur.
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14
Q

HVor stor bør repurchase være?

A
  1. Target leverage.

2. Hvertfall 5% for å trigge en tilstrekkelig revaluering av selskapsverdien i markedet.

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15
Q

Hvordan bør buybacks gjennomføres?

A
  1. Open market repurchase
  2. Fixed-price tender offers
    - Sterk måte å implementere en verdiskapnede buyback. Vanligvis hvis mer enn 15%. Sterkeste signaleffekten.
  3. Auction-based tendered offers.
    - Dutch auction. (Selgere presenterer en pris de er villige til å selge for. Laveste velges frem til selskapets tilbakekjøpsbehov er dekket.)
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16
Q

Hvilke teorier har vi for når M&A vil være lønnsomt og når det ikke vil være det.

A

a. Neighborhood #1: Strategy
i. Focus vs diversification
ii. Strategic restructuring pays
b. The initiation of M&A programs
i. Strategic synergies
ii. Grabs for market power
iii. Value aquiring pays, glamour acquiring does not
iv. M&A to use excess cash generally destroys value except when redeployed profitability.
c. Neighborhood #2: Investment opporunity
i. Targets that can be restructured
ii. Privately owned assets.
iii. Crossing borders
iv. Hot and cold M&A markets: misvaluation of buyer firms
d. Neighborhood #3: Deal design
i. Form of payment: cash versus stock
ii. LBOs
iii. Use of earnouts
iv. Use of collars
v. Social issues:the merger of equals
vi. Tax exposure
e. Neighborhood # 4: Governance
i. Activism by institutional investors
ii. What managers have at stake
iii. Approaching the target: friendly versus hostile
iv. Use of anti-takeover defenses

17
Q

Give an intuitive and brief explanation why a convertible issue may not be the best
solution to the firm’s business cycle risk.

A

A convertible may be a good compromise solution for a high firm-specific risk, growth
company, but it will seldom be the best solution ex post: equity would have been better in a
downturn, while debt would have been better in an upturn. High firm-specific risk may be
sold to the market at a good price (volatility in the option), relative to the extra cost of the
debt.
A cyclical company have mostly market risk, which is better traded/sold in the index option
market. The problem for a cyclical company, however, is that it is more likely to be stuck
with a non-converted (‘hung’) convertible.