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**BBA4 Semester 1, 2003 Advanced Company Finance.**

Brief Revision of BBA2 Corporate Finance. Investment Appraisal, decision trees, and real options. 3. Cost of Capital, Capital Structure, Firm Value. 4. Optimal Capital Structure - Agency Costs, Signalling. 5. Dividend Policy. 6. Risk management. 7. Convertible Debt. 8. Mergers and Takeovers.

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Income Statement. Revenue Variable Costs Fixed costs Depreciation EBIT -rD EBT -tax Net Income -Dividends Retained earnings Finance Topics. Revenue Risk. Operating Leverage. Business Risk. Financial Gearing. Shareholder Risk and Return Dividend Policy.

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Balance Sheet. Liabilities Share Capital + Retained Earnings Equity Debt (eg loans etc) Total Liabilities Assets Fixed Assets Current Assets Total Assets Balance Sheet is a snapshot. Total Assets = Total Liabilities. Book Value of Equity. Topic: Capital Structure (market values).

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**We examined 4 possible methods: **

Revision of BBA2 Course The firm has two decisions: investment decisions and financing decisions. New Investment Appraisal (Investment decision). We examined 4 possible methods: Accounting Rate of Return, Payback, NPV, IRR. POSITIVE NPV Increases Shareholder Wealth. Perpetuities.

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**Revision of BBA2 Course (Continued).**

Discount Rate in NPV = Investors’ required return = cost of capital. Estimating Cost of Capital: Cost of equity: CAPM: Investors with well-diversified portfolios only get rewarded for holding systematic or market risk. They are not rewarded for holding diversifiable or specific risk. Security Market Line. The higher the beta, the higher the cost of equity.

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**Revision of BBA2 Course (Continued).**

WACC = cost of equity (from CAPM) x % of equity in capital structure + after tax cost of debt x % of debt in capital structure. Values here are market values. Capital Structure- the firm’s financing decision. The amount of debt and the amount of equity. Miller-Modigliani Irrelevance.

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**Revision of BBA2 Course (Continued).**

Capital Structure and Firm Value. MM irrelevance: MM Diagrams. Without tax, firm value is independent of capital structure. With Tax: 100% debt maximises firm value!!! Debt capacity, fin distress, agency costs, signalling. New BBA4 capital structure topics: agency costs+signalling. Product market competition. Behavioural Finance. Finally, in BBA2, we looked at options. We will use in BBA4!

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Options- Revision A call option gives the holder the right (but not the obligation) to buy shares at some time in the future at an exercise price agreed now. A put option gives the holder the right (but not the obligation) to sell shares at some time in the future at an exercise price agreed now. European Option – Exercised only at maturity date. American Option – Can be exercised at any time up to maturity. For simplicity, we focus on European Options.

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Buying a Call Option. Selling a put option. Selling a Call Option. Buying a Put Option.

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**Options: Black Scholes Model.**

-Binomial Approach: discrete time periods. Large number of inputs. Black-Scholes approach: continuous price process. only 5 inputs. Value of call Option: d1

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General explanation. -Probability that call will generate positive cashflow at expiration. Replicating portfolio: buy units of the underlying asset; Borrow Portfolio with same cashflows as call option Therefore, same value. Dividend Adjustment: (see real options: option to delay). = dividend yield = dividends/current asset value.

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**Section 1: Investment Appraisal and real Options**

Some of the NPV topics covered in BBA2:- -Conflicts between NPV and IRR. -Mutually exclusive V independent projects. -Capital Rationing. -Competitive Bidding (eg Space Structures Case Study). New BBA4 NPV Topics. Decision trees. Risk analysis. Real Options. How do we get positive NPV projects?

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**DO WE INVEST IN THIS NEW PROJECT?**

NPV > 0. COST OF CAPITAL (12%) < IRR (19.75%).

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**Treatment of depreciation.**

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**Decision Trees and Sensitivity Analysis.**

Example: From RWJ. New Project: Test and Development Phase: Investment $100m. 0.75 chance of success. If successful, Company can invest in full scale production, Investment $1500m. Production will occur over next 5 years with the following cashflows.

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**Production Stage: Base Case**

Date 1 NPV = = 1517

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Decision Tree. Date 0: -$100 Date 1: -1500 NPV = 1517 Invest P=0.75 Success Do not Invest NPV = 0 Test Do not Invest Failure P=0.25 Do Not Test Invest NPV = -3611 Solve backwards: If the tests are successful, SEC should invest, since 1517 > 0. If tests are unsuccessful, SEC should not invest, since 0 >

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Now move back to Stage 1. Invest $100m now to get 75% chance of $1517m one year later? Expected Payoff = 0.75 * *0 = 1138. NPV of testing at date 0 = = $890 Therefore, the firm should test the project. Sensitivity Analysis (What-if analysis or Bop analysis) Examines sensitivity of NPV to changes in underlying assumptions (on revenue, costs and cashflows).

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Sensitivity Analysis. - NPV Calculation for all 3 possibilities of a single variable + expected forecast for all other variables. Limitation in just changing one variable at a time. Scenario Analysis- Change several variables together. Mosher Case study. Break - even analysis examines variability in forecasts. It determines the number of sales required to break even.

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Break-even Analysis. Accounting Profit. Breakeven Point = 2091 Engines. NPV. Breakeven Point = 2315 Engines.

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**Investment Appraisal and Real Options (Damadoran 889 –905).**

-Traditional investment analysis: Take a project if NPV > 0. -Does not consider the options associated with investment projects. Option to Delay. Option to expand in future. Option to Abandon a project.

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Option to Delay. A project requires initial investment of X, PV of cash inflows is V. NPV = V- X. Firm invests in obtaining exclusive rights to the project. This gives it the ability to delay investment. Decision rule: If V > X, invest in the project (positive NPV). If V < X, do not invest in the project (negative NPV).

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**Just like a call option: The underlying asset is the project. **

PV of cashflows. +ve NPV -ve NPV X V Cost of exclusive rights Just like a call option: The underlying asset is the project. The higher the variance in outcomes, the more valuable is the option to delay. Estimating the variance in the project: Similar past projects, Scenario and sensitivity analysis (probabilities) Similar businesses.

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**The option to delay is exercised when the firm decides to invest in the project.**

Exercise price is initial investment X. Option to delay expires when the exclusive rights lapse. After this time, competition drives NPV to zero. Cost of delaying after NPV turns +Ve- less time to have competitive advantage. Evenly distributed cashflows: Annual Cost of Delay (in %) =1/n. Valuation practice: Damadoran Pg 892.

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**Option to delay: Example (Damadoran Pg 892).**

possibility to acquire exclusive rights to market new product. If rights acquired: Initial investment $50 M. Service only expected to generate $10 M per year. No competition for next 5 years. Static NPV (now or never):

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Example (continued) -but: high uncertainty over market interest in project. mkt tests indicate current low demand, but possible large future demand. S = $33M, Using Black-Scholes formula:

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**Option to delay and Competition (Smit and Ankum).**

-benefit: wait to observe market demand. -cost: Lost cash flows. -cost: lost monopoly advantage, increasing competition. Net Operating Cashflow = opportunity cost plus economic rent; Economic Rent: Innovation, barriers to entry, product differentiation, patents. Long-run: ER = 0. Firm needs too identify extent of competitive advantage.

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**Option to delay and Competition (Smit and Ankum) – Cont’d.**

Cash inflow during deferment period = In monopoly model: constant economic rent. In competition, economic rent declines to zero. -trade-off between option value of waiting, and loss from competition.

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Option to Expand. -initial project may allow further future investments or future entry into other markets. -initial project is an option- should be willing to pay for this. Ie: firm may take a negative NPV project due to high NPV on future projects (option can be evaluated today). Eg: Initial project => right to expand and invest in new future project. Future Project NPV: V-X (assessed today). -must take future project by certain date.

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**Option analysis shows the value of this.**

PV of cashflows -ve NPV From expansion X +ve NPV From expansion Initial Proj Investment -like a call option. A firm can use option analysis to rationalise investing in –ve NPV project which leads to future opportunities. Option analysis shows the value of this.

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**Option to Abandon a Project. The remaining value on a project is V. **

Liquidation value is L. Remaining life n years. Payoff from owning an abandonment option: = 0 if V > L. =L – V if L > V. -Put option. PV L

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**How do we get positive NPV projects (Shapiro)?**

-Traditional investment appraisal assumes positive NPV projects exist. Mechanical process: estimating cashflows; cost of capital. Finding +ve NPV projects in competitive markets is difficult. Need to identify projects that create competitive advantage. Structure investments to exploit economies of scale and scope. Cost advantages; learning curves. Product differentiation. This emphasises that search for +ve NPV projects begins with firm’s strategy.

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**Year of Survey 1975 1980 1986 1992 Technique % Payback 73 81 92 94 ARR**

The Investment Appraisal Debate. Richard Pike: Year of Survey 1975 1980 1986 1992 Technique % Payback 73 81 92 94 ARR 51 49 56 50 IRR 44 57 75 NPV 32 39 68 74 Sample size: 100 Large UK based Firms.

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**Year 1975 1980 1986 1992 No Methods 2 Single Method 31 (0) 24 (1)**

Combination of Techniques: Pike 1992: Year 1975 1980 1986 1992 No Methods 2 Single Method 31 (0) 24 (1) 8 (0) 4 (= PB) 34 (6) 40 (11) 29 (9) 28 (11) 3 22 (15) 24 (14) 29 (24) 32 (27) 4 11 12 34 36 Total 100 (32) 100 (38) 100 (67) 100 (74) ( ) = NPV

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**Some Reasons for usage of wrong techniques.**

-Managers prefer % figures => IRR, ARR Managers don’t understand NPV/ Complicated Calculations. Payback simple to calculate. Short-term compensation schemes => Payback (Levy 200 –203, Pike 1985 pg 49). Increase in Usage of correct DCF techniques: Computers. Management Education.

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**Risk and Return -revision.**

An investor’s actual return is the percentage change in price: Risk = Variability or Volatility of Returns, Var (R). We assume that Returns follow a Normal Distribution. Var(R). E(R)

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**Two Assets: Investor has proportion a of Asset X and (1-a) of Asset Y.**

Portfolio Analysis. Two Assets: Investor has proportion a of Asset X and (1-a) of Asset Y. Combining the two assets in differing proportions. E(R)

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**Portfolio of Many assets + Risk Free Asset.**

E(R) Efficiency Frontier. M * . * * X * * * All rational investors have the same market portfolio M of risky assets, and combine it with the risk free asset. A portfolio like X is inefficient, because diversification can give higher expected return for the same risk, or the same expected return for lower risk.

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**The Effect of Diversification on Portfolio Variance.**

Number of Assets. An asset’s risk = Undiversifiable Risk + Diversifiable Risk = Market Risk + Specific Risk. Market portfolio consists of Undiversifiable or Market Risk only.

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**SECTION 2: Cost Of Capital (revision).**

The cost of capital = investors’ required return on their investment in a company. Investors are risk averse. The higher the risk, the higher the required return.

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**=> Cost of Capital: Revision (continued).**

Estimating the cost of equity. DVM: => CAPM: APT: Practice: rule of thumb: E(r ) = risk-free rate plus an element for risk.

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**Cost of Equity (continued)**

CAPM quantity of risk. Security Market Line.

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**Estimating Cost of Equity Using Regression Analysis.**

We regress the firm’s past share price returns against the market.

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**Using Probability assessment to estimate cost of capital.**

A new project has the following data, Total Risk = Systematic Risk + specific risk.

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**Cost of Capital: Revision (continued).**

Combining cost of equity with cost of debt to obtain WACC. Ke only rewards investors for systematic risk. Must use market values of debt and equity (not book values). WACC is the marginal cost for new investments. Therefore, WACC may be different for different projects (why?).

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**Risk-adjusted required returns- The Pure-play technique.**

(Shapiro Pg 324) -technique for determining different WACC’s for different projects or divisions. Step 1: Identify pure-play firms: publicly traded firms similar to your firm’s project or business. Step 2: determine betas for pure-plays- from return data (see BBA2) or from already published data. -these are the equity betas (depends on business and financial risk).

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**Pure-Play (continued).**

Step 3: Adjust for leverage. The pure-play’s debt ratios may differ from your own capital structure. Convert the levered equity beta into unlevered beta (asset beta). Step 4: Relever the asset beta (to reflect your firm’s financing mix):

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**Pure-Play (continued).**

Step 5: Calculate the Project’s (or division’s) cost of equity- Use CAPM. Step 6: Calculate the project’s required rate of return (WACC). Limitations. Different divisions might have different debt capacities- may affect target capital structures. Pure Play assumes no interaction between divisions. Movement from single rate to multiple rates may face managerial resistance (why?)

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**Link to Section 3: Link between Value of the firm and NPV.**

Positive NPV project immediately increases current equity value (share price immediately goes up!) Pre-project announcement New capital (all equity) New project: Value of Debt Original equity holders New equity New Firm Value

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Example: = =1000. 200 = 40. Value of Debt = 500. Original Equity = = 540 New Equity = 20 = =1060. Total Firm Value

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**Positive NPV: Effect on share price.**

Assume all equity.

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**SECTION 3: Value of the Firm and Capital Structure Revision of BBA2. **

Introduction:- Value of the Firm = Value of Debt + Value of Equity = discounted value of future cashflows available to the providers of capital. (where values refer to market values). Capital Structure is the amount of debt and equity: It is the way a firm finances its investments. Unlevered firm = all-equity. Levered firm = Debt plus equity. Miller-Modigliani said that it does not matter how you split the cake between debt and equity, the value of the firm is unchanged (Irrelevance Theorem).

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**Value of the Firm = discounted value of future cashflows available to the providers of capital.**

-Assume Incomes are perpetuities. Miller- Modigliani Theorem: Irrelevance Theorem: Without Tax, Firm Value is independent of the Capital Structure. Note that

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K Without Taxes K With Taxes D/E D/E V V D/E D/E

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**MM main assumptions: - Symmetric information.**

Managers unselfish- maximise shareholders wealth. Risk Free Debt. MM assumed that investment and financing decisions were separate. Firm first chooses its investment projects (NPV rule), then decides on its capital structure. Pie Model of the Firm: D E E

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MM irrelevance theorem- firm can use any mix of debt and equity – this is unsatisfactory as a policy tool. Searching for the Optimal Capital Structure. -Tax benefits of debt. -Asymmetric information- Signalling. -Agency Costs (selfish managers). -Debt Capacity and Risky Debt. Optimal Capital Structure maximises firm value.

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**Combining Tax Relief and Debt Capacity (Traditional View).**

K V D/E D/E

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**Section 4: Optimal Capital Structure, Agency Costs, and Signalling.**

Agency costs - manager’s self interested actions. Signalling - related to managerial type. Debt and Equity can affect Firm Value because: - Debt increases managers’ share of equity. -Debt has threat of bankruptcy if manager shirks. - Debt can reduce free cashflow. But- Debt - excessive risk taking.

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**- self-interested manager - monetary rewards V private benefits.**

AGENCY COST MODELS. Jensen and Meckling (1976). - self-interested manager - monetary rewards V private benefits. - issues debt and equity. Issuing equity => lower share of firm’s profits for manager => he takes more perks => firm value Issuing debt => he owns more equity => he takes less perks => firm value

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Jensen and Meckling (1976) V Slope = -1 V* A V1 B1 B If manager owns all of the equity, equilibrium point A.

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Jensen and Meckling (1976) V Slope = -1 V* A B V1 Slope = -1/2 B1 B If manager owns all of the equity, equilibrium point A. If manager owns half of the equity, he will got to point B if he can.

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Jensen and Meckling (1976) V Slope = -1 V* A B V1 Slope = -1/2 V2 C B1 B2 B If manager owns all of the equity, equilibrium point A. If manager owns half of the equity, he will got to point B if he can. Final equilibrium, point C: value V2, and private benefits B1.

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**Jensen and Meckling - Numerical Example.**

Manager issues 100% Debt. Chooses Project B. Manager issues some Debt and Equity. Chooses Project A. Optimal Solution: Issue Debt?

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**Issuing debt increases the manager’s fractional ownership => Firm value rises.**

-But: Debt and risk-shifting.

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**OPTIMAL CAPITAL STRUCTURE. **

Trade-off: Increasing equity => excess perks. Increasing debt => potential risk shifting. Optimal Capital Structure => max firm value. V V* D/E D/E*

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**Other Agency Cost Reasons for Optimal Capital structure.**

Debt - bankruptcy threat - manager increases effort level. (eg Hart, Dewatripont and Tirole). Debt reduces free cashflow problem (eg Jensen 1986).

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**Effort Level High Low Required Funds Income 500 100 200**

Agency Cost Models – continued. Effort Level, Debt and bankruptcy (simple example). Debtholders are hard- if not paid, firm becomes bankrupt, manager loses job- manager does not like this. Equity holders are soft. Effort Level High Low Required Funds Income 500 100 200 What is Optimal Capital Structure (Value Maximising)?

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**Firm needs to raise 200, using debt and equity.**

Manager only cares about keeping his job. He has a fixed income, not affected by firm value. a) If debt < 100, low effort. V = 100. Manager keeps job. b) If debt > 100: low effort, V < D => bankruptcy. Manager loses job. So, high effort level => V = 500 > D. No bankruptcy => Manager keeps job. High level of debt => high firm value. However: trade-off: may be costs of having high debt levels.

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**-Managers have (negative NPV) pet projects. -Empire Building. **

Free Cashflow Problem (Jensen 1986). -Managers have (negative NPV) pet projects. -Empire Building. => Firm Value reducing. Free Cashflow- Cashflow in excess of that required to fund all NPV projects. Jensen- benefit of debt in reducing free cashflow.

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**Jensen’s evidence from the oil industry.**

After 1973, oil industry generated large free cashflows. Management wasted money on unnecessary R and D. also started diversification programs outside the industry. Evidence- McConnell and Muscerella (1986) – increases in R and D caused decreases in stock price. Retrenchment- cancellation or delay of ongoing projects. Empire building Management resists retrenchment. Takeovers or threat => increase in debt => reduction in free cashflow => increased share price.

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Jensen predicts: young firms with lots of good (positive NPV) investment opportunities should have low debt, high free cashflow. Old stagnant firms with only negative NPV projects should have high debt levels, low free cashflow. Stultz (1990)- optimal level of debt => enough free cashflow for good projects, but not too much free cashflow for bad projects.

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**Income Rights and Control Rights.**

Some researchers (Hart (1982) and (2001), Dewatripont and Tirole (1985)) recognised that securities allocate income rights and control rights. Debtholders have a fixed first claim on the firm’s income, and have liquidation rights. Equityholders are residual claimants, and have voting rights. Class discussion paper: Hart (2001)- What is the optimal allocation of control and income rights between a single investor and a manager? How effective are control rights when there are different types of investors? Why do we observe different types of outside investors- what is the optimal contract?

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**Breaking MM Risk Shifting Unspecified. Benefits of Debt Costs of Debt**

Conflict Benefits of Debt Costs of Debt Breaking MM Tax Relief Fin’l Distress/ Debt Capacity Agency Models JM (1976) Managerial Perks Increase Mgr’s Ownership Risk Shifting Jensen (1986) Empire Building Reduce Freecash Unspecified. Stultz Underinvestment. Dewatripont and Tirole, Hart. Low Effort level Bankruptcy threat =>increased effort DT- Inefficient liquidations.

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**Signalling Models of Capital Structure**

Assymetric info: Akerlof’s (1970) Lemons Market. Akerlof showed that, under assymetric info, only bad things may be traded. His model- two car dealers: one good, one bad. Market does not know which is which: 50/50 probability. Good car (peach) is worth £2000. Bad car (lemon) is worth £1000. Buyers only prepared to pay average price £1500. But: Good seller not prepared to sell. Only bad car remains. Price falls to £1000. Myers-Majuf (1984) – “securities may be lemons too.”

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**Asymmetric information and Signalling Models.**

- managers have inside info, capital structure has signalling properties. Ross (1977) -manager’s compensation at the end of the period is D* = debt level where bad firm goes bankrupt. Result: Good firm D > D*, Bad Firm D < D*. Debt level D signals to investors whether the firm is good or bad.

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Myers-Majluf (1984). -managers know the true future cashflow. They act in the interest of initial shareholders. Expected Value New investors Old Investors

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**Consider old shareholders wealth:**

Good News + Do nothing = 250. Good News + Issue Equity = Bad News and do nothing = 130. Bad News and Issue equity =

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**Old Shareholders’ payoffs Equilibrium**

Issuing equity signals that the bad state will occur. The market knows this - firm value falls. Pecking Order Theory for Capital Structure => firms prefer to raise funds in this order: Retained Earnings/ Debt/ Equity.

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**Evidence on Capital structure and firm value.**

Debt Issued - Value Increases. Equity Issued- Value falls. However, difficult to analyse, as these capital structure changes may be accompanied by new investment. More promising - Exchange offers or swaps. Class discussion paper: Masulis (1980)- Highly significant Announcement effects: +7.6% for leverage increasing exchange offers. -5.4% for leverage decreasing exchange offers.

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**Practical Methods employed by Companies. **

Trade off models: PV of debt and equity. Pecking order. Benchmarking. Life Cycle. Increasing Debt? time

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**Introduction to Behavioural Finance.**

Standard Finance assumes that agents are rational and self-interested. Behavioural finance: agents irrational. Irrational Investors – Overvaluing assets- internet bubble? Irrational Managers- effects on investment appraisal? Effects on capital structure?

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**Forms of Irrationality.**

Bounded Rationality (eg Mattson and Weibull 2002, Stein 1996). - Limited information: Information processing has a cost of effort. - Investors => internet bubble. b) Behavioural effects of emotions: -Prospect Theory (Kahneman and Tversky 1997). Regret Theory. Irrational Commitment to Bad Projects. Overconfidence. C) Catering – investors like types of firms (eg high dividend).

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**Bounded rationality (Mattson and Weibull 2002).**

Manager cannot guarantee good outcome with probability of 1. Fully rational => can solve a maximisation problem. Bounded rationality => implementation mistakes. Cost of reducing mistakes. Optimal for manager to make some mistakes! CEO, does not carefully prepare meetings, motivate and monitor staff => sub-optimal actions by firm.

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**Regret theory and prospect theory (Harbaugh 2002).**

-Risky decision involving skill and chance. manager’s reputation. Prospect theory: People tend to favour low success probability projects than high success probability projects. Low chance of success: failure is common but little reputational damage. High chance of success: failure is rare, but more embarrassing. Regret theory: Failure to take as gamble that wins is as embarrassing as taking a gamble that fails. => Prospect + regret theory => attraction for low probability gambles.

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**Irrational Commitment to bad project.**

Standard economic theory – sunk costs should be ignored. Therefore- failing project – abandon. But: mgrs tend to keep project going- in hope that it will improve. Especially if manager controlled initial investment decision. More likely to abandon if someone else took initial decision.

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**Real Options and behavioral aspects of ability to revise (Joyce 2002).**

Real Options: Flexible project more valuable than an inflexible one. However, managers with an opportunity to revise were less satisfied than those with standard fixed NPV.

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**Overconfidence and the Capital Structure (Heaton 2002).**

-Optimistic manager overestimates good state probability. Combines Jensen’s free cashflow with Myers-Majluf Assymetric information. Jensen- free cashflow costly – mgrs take –ve NPV projects. Myers-Majluf- Free cashflow good – enables mgs to take +ve NPV projects. Heaton- Underinvestment-overinvestment trade-off without agency costs or asymmetric info.

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Heaton (continued). Mgr optimism – believes that market undervalues equity = Myers-Majluf problem of not taking +ve NPV projects => free cash flow good. But : mgr optimism => mgr overvalues the firms investment opportunities => mistakenly taking –ve NPV project => free cash flow bad. Prediction: shareholders prefer: Cashflow retention when firm has both high optimism and good investments. cash flow payouts when firm has high optimism and bad investments.

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**Rational capital budgeting in an irrational world. (Stein 1996).**

-Manager rational, investors over-optimistic. - share price solely determined by investors. How to set hurdle rates for capital budgeting decisions? adaptation of CAPM, depending on managerial aims. manager may want to maximise time 0 stock price (short-term). May want to maximise PV of firm’s future cash flows (long term rational view).

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**Section 5: Dividend Policy – Overview.**

Miller Modigliani Irrelevance Theorem – Dividend Policy does not affect firm value, since Shareholders are only interested in Cashflow available. Signalling – Dividend policy may affect firm value by signalling good or bad firm. Gordon Growth Model – If growth comes from re-investing, then dividend policy may affect firm value. Lintner Model – If managers care about signalling, then they may smooth the pattern of dividends over time.

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**Section 5: Dividend Policy.**

Assume All equity firm. Value of Firm = Value of Equity = discounted value of future cashflows available to equity holders = discounted value of dividends (if all available cashflow is paid out). If everything not reinvested is paid out as dividends, then

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**Miller Modigliani’s Dividend Irrelevance.**

MM used a source and application of funds argument to show that Dividend Policy is irrelevant: Source of Funds = Application of Funds

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**-Dividends do not appear in the equation.**

-If the firm pays out too much dividend, it issues new equity to be able to reinvest. If it pays out too little dividend, it can use the balance to repurchase shares. -Hence, dividend policy irrelevant. -Key is the availability of finance in the capital market.

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**Example of Dividend Irrelevance using Source and Application of Funds.**

Firm invests in project giving it NCF = 100 every year, and it needs to re-invest, I =50 every year. Cashflow available to shareholders = NCF – I = 50. Now, NCF – I = Div – NS = 50. If firm pays dividend of 50, NS = 0 (ie it pays out exactly the cashflow available – no new shares bought or sold). If firm pays dividend of 80, NS = -30 (ie it sells new shares of 30 to cover dividend). If firm pays dividend of 20, NS = 30 (ie it uses cashflow not paid out as dividend to buy new shares). In each case, Div – NS = 50.

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**Where does growth come from?- retaining cashflow to re-invest.**

Gordon Growth Model. Where does growth come from?- retaining cashflow to re-invest. Constant fraction, K, of earnings retained for reinvestment. Rest paid out as dividend. Average rate of return on equity = r. Growth rate in cashflows (and dividends) is g = Kr.

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**Example of Gordon Growth Model.**

How do we use this past data for valuation?

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**Gordon Growth Model (Infinite Constant Growth Model).**

Let = 18000

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= 18000

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**Finite Supernormal Growth.**

Rate of return on Investment > market required return for T years. After that, Rate of Return on Investment = Market required return. If T = 0, V = Value of assets in place (re-investment at zero NPV). Same if r =

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**Examples of Finite Supernormal Growth.**

T = 10 years. K = 0.1. Rate of return, r = 12% for 10 years,then 10% thereafter. B. Rate of return, r = 5% for 10 years,then 10% thereafter.

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**Dividend Signalling - Miller and Rock (1985). **

Are Dividends Irrelevant? - Evidence: higher dividends => higher value. - Dividend irrelevance : freely available capital for reinvestment. - If too much dividend, firm issued new shares. - If capital not freely available, dividend policy may matter. Dividend Signalling - Miller and Rock (1985). NCF + NS = I + DIV: Source = Uses. DIV - NS = NCF - I. Right hand side = retained earnings. Left hand side - higher dividends can be covered by new shares.

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**Div - NS - E (Div - NS) = NCF - I - E (NCF - I)**

= NCF - E ( NCF). Unexpected dividend increase - favourable signal of NCF. E(Div - NS) = E(NCF - I) = 300. Date 1 Realisation: Firm B: Div - NS - E (Div - NS) = 500 = NCF - E ( NCF). Firm A : Div - NS - E (Div - NS) = -500 = NCF - E ( NCF).

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Lintner Model. Managers do not like big changes in dividend (signalling). They smooth them - slow adjustment towards target payout rate. K is the adjustment rate. T is the target payout rate.

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**Using Dividend Data to analyse Lintner Model.**

In Excel, run the following regression; The parameters give us the following information, a = 0, K = 1 – b, T = c/ (1 – b).

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**Comparison of MM Irrelevance, Gordon Growth, and Signalling.**

A. In MM irrelevance, Dividends do not matter: NCF – I is fixed each period. Dividends and NS balance out. Capital freely available. B. In Gordon Growth, NCF (1-K) = NCF – I = Divs. No New shares. Increased Dividends => lower re-investment, lower growth => effect on firm value? C. Signalling. High dividends => high firm value; low dividends => low firm value. (See Boyesen Case Study.)

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**Section 6: Risk Management.**

Types of risk. -Interest rate risk. -exchange rate risk. -operating risks Integrated risk management approach. Two Main Questions:- How do Managers engage in Risk Management? Should Managers even bother?

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**How to risk manage (Smith and Smithson).**

Use of derivatives. Interest rate, exchange rate instruments. Meulbroek- Modify firm’s operations Adjust capital structure c) Employ targeted financial Instruments. Need for an integrated risk management policy (explain?)

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**Why bother risk-managing? (Meulbroek (2002), Shapiro and Titman**

Argument for risk-mgt irrelevance A firm’s total risk consists of market risk (beta) and specific risk. Well-diversified investors have already got rid of each firm’s specific risk. Investors rewarded for holding market risk only (see CAPM). Risk Management is at best irrelevant (cannot add value)- (like MM’s capital structure irrelevance). At worst, a wasteful negative NPV activity (ie wasted resources, time and effort).

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**Argument for risk-management relevance (Meulbroek (2002), Shapiro and Titman**

Risk-management by firm is value-adding;- Inside info may make risk mgt easier for firms than investors. Financial distress. Non-diversified investors (such as managers themselves!!) Risk-mgt and management incentives (eg risk-shifting). Risk-mgt and debt capacity.

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**NPV analysis of risk mgt irrelevance/ relevance.**

K = WACC, includes cost of equity (CAPM). Investors have eliminated all specific risk – remaining market risk is in K. Risk mgt will not affect K => cannot add value. Shapiro and Titman – total risk => financial distress (FD) => reduces expected cashflows X. Risk mgt reduces total risk=> affects FD and X => value adding.

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**Section 7: Convertible Debt.**

-Valuation of Convertibles. -Impact on Firm Value. -Why firms issue convertibles. -When are they converted (call policy)? Convertible bond -holder has the right to exchange the bond for common stock (equivalent to a call option). Conversion Ratio = number of shares received for each bond. Value of Convertible Bond = Max{ Straight bond value, Conversion Value} +option value.

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**Value of Convertible Bond. (Occidental Electric Case Study)**

Straight Bond Value Conversion Value Face Value Firm Value Firm Value Total Value of Convertible Bond Firm Value

113
**Conflict between Convertible Bond holders and managers.**

Convertible Bond = straight debt + call option. Value of a call option increases with: Time. Risk of firm’s cashflows. Implications: Holders of convertible debt maximise value by not converting until forced to do so => Managers will want to force conversion as soon as possible. Incentive for holders to choose risky projects => managers want to choose safe projects.

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**Reasons for Issuing Convertible Debt.**

Much real world confusion. Convertible debt - lower interest rates than straight debt. => cheap form of financing? No! Holders are prepared to accept a lower interest rate because of their conversion privilege. CD = D =

115
**Example of Valuation of Convertible Bond.**

October 1996: Company X issued Convertible Bonds at October 1996: Coupon Rate 3.25%, Each bond had face Value £1000. Bonds to mature October 2001. Convertible into Shares per per bond until October 2001. Company rated A-. Straight bonds would yield 5.80%. Now October 1998: Face Value £1.1 billion. Convertible Bonds trading at £1255 per bond. The value of the convertible has two components; The straight bond value + Value of Option.

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**Price of convertible = 1255. Conversion Option = 1255 – 933 = 322.**

Valuation of Convertible Bond- Continued. If the bonds had been straight bonds: Straight bond value = PV of bond = Price of convertible = 1255. Conversion Option = 1255 – 933 = 322. Oct 1998 Value of Convertible = = = Straight Bond Value + Conversion Option.

117
**Alternative Analysis of Irrelevance of Convertible Debt.**

Firm Indifferent between issuing CD, debt or equity. -MM.

118
**Why do firms issue convertible debt?**

If convertible debt is not a cheap form of financing, why is it issued? A. Equity through the Back Door (Stein, Mayers). -solves asymmetric information problems (see Myers-Majluf). -solves free cashflow problems. B. Convertible debt can solve risk-shifting problems. - If firm issues straight debt and equity, equity holders have an incentive to go for risky (value reducing) NPV projects. Since CD contains an option feature, CD value increases with risk. -prevents equity holders’ risk shifting.

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**Convertible Debt and Call Policy.**

Callable Convertible debt =>firms can force conversion. When the bond is called, the holder has 30 days to either: a) Convert the bond into common stock at the conversion ratio, or b) Surrender the bond for the call price. When should the bond be called? Option Theory: Shareholder wealth is maximised/ CD holders wealth is minimised if Firm calls the bond as soon as value = call price.

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Call Puzzle. Manager should call the bond as soon as he can force conversion. Ingersoll (1977) examined the call policies of 124 firms - He found that companies delayed calling far too long. - median company waited until conversion value was 44% above call price - suboptimal. Call Puzzle addressed by Harris and Raviv. - signalling reasons for delaying calling. - early calling might signal bad news to the market.

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Section 8: Takeovers. Merger Acquisition Stock Acquisition Takeovers Proxy Contest 1. Merger- must be approved by stockholders’ votes. 2. Stock acquisition- No shareholder meeting, no vote required. -bidder can deal directly with target’s shareholders- bypassing target’s management. - often hostile. -shareholders may holdout- freerider problems. 3. Proxy Contests- group of shareholders try to vote in new directors to the board.

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Synergy = Example: Market Value after Merger. Firm A (bidder): cashflows = £10m, r = 10% = £100m. Firm B (target): cashflows = £9m, r = 15% = £60m. If A acquires B: Cashflows are expected to increase by £6m P.A. Discount rate 20%. Synergy = £30m. = $190m.

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The NPV of a merger. Firm A may have to pay a premium to acquire firm B. If firm A has to pay cost C to acquire firm B, NPV = Synergy Premium. In our example, if C = 70, NPV of the merger to firm A = = 20. Therefore, the gain from synergy can be divided between the bidder and the target - affected by the premium. (See Clifton Corporation Case Study). => models by Garvey and Hanka, and Grossman and Hart.

124
**Garvey and Hanka: Management of Corporate Capital Structure.**

- Hostile takeovers, and US antitakeover laws of 1980’s. - dynamic defensive capital structure model. -Results- A. When takeover is easy => manager defends, increasing leverage => increases firm value => reduces takeover threat. B. When takeover is more difficult => manager reduces leverage to reduce financial distress. Optimal debt level maximises firm value.

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- Manager’s optimal debt level minimises the threat of financial distress and minimises takeover threat. - Investors’ Optimal debt level D*, maximises firm value. - Firm has single terminal Cashflow: R + If no takeover threat, manager chooses D < R + - no financial distress. As takeover threat increases, manager increases D towards D* => V increases => reduces takeover threat.

126
**Take-over Bids and the Freerider Problem (Grossman and Hart (----).**

- Market value per share under current management = Q. - Market value per share under optimal management = V. Price per share offered by raider = P, with Q < P V. Freerider problem - If shareholder accepts offer, he gets P. If shareholder refuses, but bid succeeds, he gets V. Therefore, all shareholders refuse - bid fails. Eg: Q = 10, V = 100. P = 20. Each shareholder will not tender for anything less than 100 -raid fails.

127
**Dilution - allows raider to take some of the firm’s value if successful.**

Eg: dilution = 10 (lump sum payment to raider). Successful raid: net value to shareholders = = 90. Tender offer = 91. Bid succeeds. Implication of Garvey and Hanka, and Grossman and Hart. -Corporate Governance (disciplining) role of Takeovers. - Takeovers increase firm value (socially desirable). - Takeovers may be difficult to achieve due to defensive strategy, or freerider price ‘run-ups’. - Successful takeovers - most of the gains go to the target shareholders.

128
**Effects of takeovers on stock prices of bidder and target.**

Successful Bids Unsuccessful Bids Jensen and Ruback JOFE 1983

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