Economics Securities with returns that vary with performance are “equity” –Equity has flexibility Securities with relatively fixed payoffs are “debt” –Junior versus senior debt? –Junior debt versus preferred stock?
Taxation Debt –No tax on return of principal –No firm level tax; deductions on accrual –Investors taxed on accrual Equity –No tax on return of principal –Corporate tax –Investors taxed on dividends or capital gains
Security Design Create variable payoff securities that qualify as debt Convert relatively fixed payoff equity into being taxed as debt
Contingent Debt Contingent debt has variable payoffs –Floating interest rates (no big deal) –Commodity price based payoffs –Stock performance Index Another company Contingent interest or principal?
Taxation of Contingent Debt Control features matter Contingencies are important Original issue discount portion Settling up at the end
Disney’s Participation Notes Minimum interest payment Revenue contingent payment “Penalties” for not making movies Cap on total payoff
Disney Notes Payoff diagram? Explain features of the contract? Tax advantage of the contract? –Alternative sources of funds?
Monthly Income Preferred Stock Trust preferred, etc. Converting “safe” equity into debt for tax purposes Add an intermediary between the firm and the investors
Non-Unique Cash Flows Position diagrams = options Derivatives = many copies Non-tax analysis Taxation
Assumptions for Options Common expiration date, T Common exercise price, k No early exercise Stock price, S Position diagrams of future cash flows (ignore sunk costs!) No transaction costs
Put-Call Parity & Taxation S + P - C = B Everything on the left is taxed on realization but the bond is taxed on accrual Same pre-tax cash flows; different taxes OOPS!
Routes around Realization Shorting-against-the-box –Investor shorts a stock already in portfolio –Borrows stock from broker –Eliminates “risk” –Until 1997, not deemed a realization event “Portfolio” of derivatives -- puts & calls
Monetizing a Gain Eli Broad has substantial SunAmerica stock Large capital gain Wants cash & possibly diversification Does not want to pay capital gains tax Solution: Strypes Structured yield product exchangable for common stock
Strypes Buyer pays $56, roughly the SunAmerica share price Buyer “receives” –Interest payments of 6.75% of $56 for 3 years –Value of SunAmerica if less than $76 OR $76 if share price > $76 –Does not receive the dividends
Decompose Strypes Buyer pays $56 for a portfolio of: –SunAmerica share (no voting rights) –Writes a 3-year call option, strike = $76 –“Swaps” dividend for 6.75% fixed interest At year 3, buyer must sell security Decomposition is not unique
Strypes: Issuer’s Perspective Retains voting control Might get interest deductions (corporate issuer might even get the DRD) Avoids (defers) tax on capital gain Retains upside potential Sheds downside risk