1. Del Hawley FIN 634 Fall 2003 Capital Structure: Non-Tax Determinants Of Corporate Leverage Chapter 13

2. Chapter 13: Overview 13.1. Costs of Bankruptcy and Financial Distress –What Makes Bankruptcy Costs Matter? –Asset Characteristics and Bankruptcy Costs –Direct and Indirect Costs of Bankruptcy –International Differences in Bankruptcy Costs 13.2. Agency Costs and Capital Structure –Using Debt to Overcome the Agency Costs of Equity –Agency Costs of Outside Debt –The Agency Cost/Tax Shield Trade-Off Model 13.3. The Pecking Order Hypothesis of Corporate Debt –Assumptions Underlying the Pecking Order Hypothesis –Limitations of the Pecking Order Hypothesis

3. Chapter 13: Overview 13.4. Signaling Models of Corporate Leverage –How Capital Structure Signaling Convey Information –Empirical Evidence on Capital Structure Signaling 13.5. Developing a Checklist For CS Decision-Making –Leverage & Operating / Financial Variables Relationships –Leverage & Ownership Structure Variables Relationships –Leverage & Macroeconomic / Country Variables 13.6. Summary

4. Bankruptcy Risk Doesn’t Impact Capital Structure--Unless It Is Costly Two companies, Low-Debt and High-Debt, have one-year contracts to manage identical convention centers. Contract value depends on economic conditions over next year. –If expansion continues, both will have CF of $3,500,000. –If recession, both have CF of $1,100,000. –Both have borrowed money; Low-Debt will owe $930,000 in one year, High-Debt will owe $1,600,000. Low-Debt stockholders require a return of 6% and the firm’s bondholders require 4.5% High-Debt stockholders expect a return of 6.25% and the bondholders are requiring an expected return of 4.8%

5. Costs Of Financial Distress Direct costs of bankruptcy (out-of-pocket cash expenses) –Legal, auditing and administrative costs (include court costs) –Large in absolute amount, but only 1-2% of large firm value Indirect costs: Usually much more important –Impaired ability to conduct business (e.g., lost sales) –Managerial distraction, loss of best (most mobile) personnel Financial distress also gives managers adverse incentives –Asset substitution problem: Incentive to take large risks –Under-investment problem: S/Hs refuse to contribute funds Trade-off Model of Corporate Capital Structure –Trade off tax benefits of debt vs costs of Financial distress: (Eq 13.1)

6. Game #1: The Asset Substitution Problem When a firm falls into financial distress, has incentive to play two damaging “games”. –First is known as asset substitution Assume Firm Substitute has debt with a face value of $12,000,000 outstanding that will mature in one month. –Only has $10,000,000 of cash on hand now, but firm still controls investment policy until default actually occurs –If firm defaults, bondholders take over all remaining assets (including cash on hand) Substitute’s managers offered two projects, both requiring $10,000,000 cash investment & both paying off in 30 days: –Safe promises a certain $10,200,000 payoff (2% monthly return) –Lottery offers a 25% chance of $13,000,000 payoff, and a 75% chance of $7,500,000: expected value = $8,875,000.

7. Game #1: Asset Substitution (Continued) Safe has positive NPV and is preferred by bondholders,but stockholders and managers rationally choose Lottery –If gamble is successful (payoff = $13,000,000 million), pay off maturing debt, keep remaining $1,000,000 –If gamble unsuccessful, stockholders are no worse off, since B/H will take firm’s remaining assets in 30 days anyway Game is important because S/Hs (through managers) have incentive to gamble with bondholders’ money –Would not accept Lottery if all-equity financed firm –Would not accept Lottery if company was a partnership; limited liability means B/Hs have no recourse to S/Hs

8. Game # 2: The Under-Investment Problem Second problem caused by financial distress is refusal by S/Hs to contribute funds for positive NPV projects –Occurs if S/Hs must contribute cash, but all project’s benefits accrue to bondholders. Assume, as before, firm has $10,000,000 cash on hand and a bond worth $12,000,000 maturing in 30 days –Suppose firm is offered chance to purchase a competitor at a discount price of $11,000,000, but offer open only 30 days –Merger would maximize firm value, and B/H would accept; but S/Hs control firm’s investment policy until default occurs Firm’s managers, acting for the S/Hs, would reject merger –Even though value-maximizing, S/Hs have to contribute additional $1,000,000 cash, yet firm will still default in 30 days –If firm all-equity financed, S/Hs would invest additional cash

9. U.S. Bankruptcy Practices And Costs In U.S., bankruptcy governed by Federal law and filings are made in Federal bankruptcy courts. –If filing accepted, Bankruptcy court halts further prosecution of creditor claims and court becomes ultimate firm master Two types of B/R filings in US for corporations: Chapter 7 (Liquidation) and Chapter 11 (Reorganization) –Filing can be voluntary (by firm) or involuntary (by creditors) –If voluntary Chapter 11 filing accepted, firm’s management continues to operate firm, can propose reorganization plan –If liquidation is selected by court, a trustee is usually appointed to liquidate firm’s assets Proceeds from liquidation should be distributed according to Absolute Priority Rule, with S/Hs last in line –Courts often deviate from APR, so B/R often unpredictable

10. The Agency Cost / Tax Shield Trade-Off Model Of Corporate Leverage “Mainstream” theory of corporate capital structure models optimal leverage as a firm-specific trade-off –Companies trade off the tax and agency cost benefits of debt against the costs of bankruptcy and the agency costs of debt –Firm V maximized at a unique optimal debt level (Eq 13.2) Trade-off model has garnered much empirical support, though far from perfect in its predictions: –Weaknesses lead to development of Pecking Order Theory

11. The Optimal Amount of Debt and the Value of the Firm Debt (B) Market value of firm (V) 0 Present value of interest tax shields on debt Present value of expected bankruptcy costs Value of levered firm in the absence of bankruptcy costs V L = V=Value of levered firm with bankruptcy costs V U =Value of firm under al equity financing B* Maximum firm value Optimal amount of debt

12. How Important Is R&D Spending To Modern Economies?

13. The Pecking Order Theory Of Corporate Capital Structure Trade-off theory cannot explain three empirical CS facts (1) Most profitable firms in an industry use least debt; (2) Stock market response to leverage-increasing events is strongly positive; negative to leverage-decreasing events (3) Firms issue debt frequently, but rarely issue equity Myers (1984), Myers & Majluf (1984) proposed Pecking Order Theory of Corporate Leverage –Assumes manager acts in best interests of existing S/Hs –Assumes info asymmetry between managers and investors –Managers won’t issue under-valued stock for +NPV projects Makes two key predictions about managerial behavior: (1) Firms hold financial slack so don’t have to issue securities (2) If firm must issue securities, will follow pecking order and sell first low-risk debt, using equity only as last resort.

14. Signaling And Other Asymmetric Information Models of Corporate Leverage Third group of models, based on A/I between managers and investors, predict managers will use a costly signal –A simple statement of high firm value is not credible –Must take action that is too costly for weak firm to mimic –Crude signal: burn $100 bills; only wealthy can afford to do If signaling can differentiate between strong and weak firms based on signal, a signaling equilibrium results –Investors identify stronger firms, assign higher market value If signaling cannot differentiate between strong and weak firms, a pooling equilibrium results –Investors assign low average value to all firms Models predict high value firms use high leverage as signal –Makes sense, but empirics show the opposite—most profitable & highest market/book firms use least leverage

15. A Checklist for Capital Structure Decision-Making Positive Asset tangibility PositiveFirm size PositiveRegulation (regulated industry?) PositiveEffective (marginal) corp tax rate NegativeNon-debt tax shields NegativeEarnings volatility NegativeMarket-to-book ratio NegativeProfitability Documented relationship between variable and leverage Variable

16. A Checklist for Capital Structure Decision-Making PositiveState ownership Negative Personal tax rate, debt income (  pb ) Positive Personal tax rate, equity income (  ps ) Positive Corporate income tax rate (  c ) NegativeCreditor power in bankruptcy NegativeManagerial entrenchment AmbiguousInsider share ownership AmbiguousGrowth rate of firm’s assets Documented relationship between variable and leverage Variable