1. DETERMINANTS OF DEBT CAPACITY 1st set of transparencies for ToCF

2. 2 Adam Smith (1776) - Berle-Means (1932) Agency problem Agent insiders/managers/entrepreneur Principal outsiders/investors/lenders INTRODUCTION I. 2. Inefficient investment  Pet projects.  Empire building. 1. Insufficient ‘‘effort’’ 2. Inefficient investment 3. Entrenchment strategies 4. Private benefits Good governance:(1) selects most able managers (2) makes them accountable to investors INTRODUCTION I.

3. 3 1. Micro – Basics:(a)one-stage financing: fixed and variable investment models; (b)applications: debt overhang, diversification, collateral pledging, redeployability of assets. – Multistage financing: liquidity ratios, soft budget constraint, free cash flow. – Financing under asymmetric information. – Exit and voice in corporate governance. – Control rights. OUTLINE Approach: controlled experiment Topics:

4. 4 2. Macro – Dual role of assets and multiple equilibria. – Credit crunch. – Liquidity shortages. – Liquidity premia and pricing of assets. – Political economy of corporate finance.

5. 5 Project costs I. Has cash A < I. BASICS OF CREDIT RATIONING: FIXED INVESTMENT MODEL Lenders / investors /outsiders Entrepreneur / borrower / insider II. Key question: Can lenders recoup their investment?

6. 6 Risk neutral entrepreneur has one project, needs outside financing. TYPICAL MODEL

7. 7 Want to induce good behavior: and Contract: Success: Failure: 0 each (optimal). R b + R =R.

8. 8 Reward R b in case of success Necessary and sufficient condition for financing Minimum equity: or PLEDGEABLE INCOME  INVESTORS’ OUTLAY

9. 9 Remarks (1) Entrepreneur receives NPV (2) Reputational capital / scope for diversion (shortcut) Will always be the case with competitive financial market. A increases with B. Note : Courts can help reduce B (3) Investors’ claim: debt or equity? (At least) two interpretations: – inside equity + outside debt (R to be reimbursed); – all-equity firm: shares No longer true if leftover value in case of failure. In any case: no need for multiple outside claims. weakness, strength (focus on fundamentals).

10. 10 DEBT OVERHANG Example: A < 0new investment cannot be financed solely because renegotiation with initial investors infeasible. Definition:(project would always be financed in absence of previous claim). Borrower no longer has cash (A =0). Previous claim is senior.

11. 11 a) Bargaining with initial investors, who have cash Noone receives anything if no investment. Investment: Choose R b such that and Feasible since b)Initial investors don’t have funds to invest. Bargaining with new investors only. Income that can be pledged to new investors: by assumption. cannot raise funds. DEBT OVERHANG

12. 12 c)Initial investors don’t have funds to invest. Bargaining with new and initial investors. That is When is debt overhang an issue? – Many creditors. Examples: corporate bonds (nomination of bond trustee, exchange offers) interbank market/derivatives/guarantees,.. – Asymmetric information (not in this model). Debt forgiveness: where

13. 13 III. BASICS OF CREDIT RATIONING/ VARIABLE INVESTMENT MODEL 1. EQUITY MULTIPLIER / DEBT CAPACITY Implicit (perfect) correlation hypothesis: specialization, voluntary correlation, macro shocks.

14. 14 Notation: income per unit of investment pledgeable income per unit of investment and wants to maximize I. First inequality: finite investment Constraints: Assumption Borrower’s utility (=NPV) Second inequality: positive NPV (otherwise no investment).

15. 15 DEBT CAPACITY Utility

16. 16 DEBT OR EQUITY? THE MAXIMAL INCENTIVE PRINCIPLE Extension: R S I in case of success R F I in case of failure (salvage value of assets) Generalization of

17. 17 Optimal sharing rule: s.t. Breakeven constraint binding (otherwise ). and wants to maximize I.

18. 18 Incentive constraint binding (otherwise debt capacity) Suppose Then relaxes incentive constraint. Outside debt maximizes inside incentives Generalization: Innes (1990). Discussion: risk taking, broader notion of insiders, risk aversion.

19. 19 2. DIVERSIFICATION Diamond (1984)’s diversification argument. n projects. Basic idea: IRS due to the possibility of cross-pledging.

20. 20 TWO IDENTICAL PROJECTS Rewards R 0, R 1, R 2 Risk neutrality R 0 = R 1 =0. Other IC constraint is then satisfied

21. 21 Nonpledgeable income Financing condition. Entrepreneur’s equity= 2A. PROJECT FINANCE IS NOT OPTIMAL

22. 22 Continuum of independent projects either y p H R + (1-y) p L R < I then y=0 better, but dominated Two cases: p H R - B - I < 0 : net worth still plays a role p H R - B - I > 0 : unlimited size Second case: continuum of projects, mass 1. Debt contract: D=I Work on all: p H R - D = p H R- I > 0 Work on y % of the projects: or y p H R + (1-y) p L R  I payoff increases with y ((  p )R > B)

23. 23 LIMITS TO DIVERSIFICATION limited attention, core competency, endogenous correlation (asset substitution, VaR) continuum:

24. 24 3. LIQUIDITY NEEDS In case of "liquidity shock", r b invested yields :  r b > r b to entrepreneur (none of which is pledgeable to investors).

25. 25 Two issues: imperfect performance measurement at date 1 strategic exit (if liquidity shock unobservable, 2 dimensions of MH: effort, truthful announcement of liquidity need). Contract (can show: no loss of generality) Menu: R b in case of success at date 2, or r b at date 1.

26. 26 Benchmark: Liquidity shock observable or Independent of r b ! Pledgeable income (for given r b ) : Must exceed I-A  r b cannot be too large!

27. 27 Case 2: Possibility of strategic exit Assume p L =0 (or, more generally, small)  wants to exit if shirks. or p L = 0  (2) is more constraining than (1). Must also have Pledgeable income: (for given r b )

28. 28 when r b >0. And: Lower pledgeable income, same NPV. * * for a given r b. But r b is smaller !

29. 29 Benefit from speculative monitoring at date 1. Disciplines entrepreneur. Signal: good or bad. Good signal has probability q H or q L. Incentive constraint: Same if active monitor as well. In practice – sale to a buyer, – IPO. Reversed pecking-order logic: want risky claim to encourage speculative monitoring. VC exit is carefully planned.

30. 30 Pledging collateral:–increases pledgeable income, – boosts incentives if state-contingent pledges. Redeployability of assets boosts debt capacity 4. COLLATERAL / REDEPLOYABILITY OF ASSETS Cost of collateralization:– transaction cost, – suboptimal maintenance, – lower value for lender. Proper credit analysis: relevant value of collateral  average value: – low maintenance near distress, – aggregate shocks.

31. 31 Assumption: 0  P  1 Previously: x = 1. Positive NPV: Breakeven condition: I grows with P. (grows with P, for two reasons).

32. 32 5. ENDOGENEIZATION OF P: SHLEIFER-VISHNY (1992) Idea : P endogenous, depends on existence of other firms able to purchase asset. Model : 2 firms in industry (do not compete on product market). "Local liquidity": only other firm can buy asset. Entrepreneur i : cash A i, borrows I i -A i. If j in distress and i not in distress, i (with the help of lender i) can buy j’s assets. assets I 1 +I 2 potential private benefit B(I 1 + I 2 ) income in case of success R(I 1 + I 2 ) (chapter 14 in book)

33. 33 As usual and Lender i and entrepreneur i sign (secret) loan agreement {I i, R bi },

34. 34

35. 35 LIQUIDATION VALUES Both firms in distress: no revenue for anyone. None in distress: standard model. Firm 1 in distress, firm 2 is not: Assumption: lender 1 makes take-it-or-leave-it offer to lender 2. Lender 2 must adjust incentive scheme: becomes

36. 36 Discount since  0 < 1. Extra rent for entrepreneur 2:

37. 37 where Entrepreneur’s expected utility: and

38. 38 Debt capacity decreases with correlation between shocks. I i = kA i where I i  1 (minimum scale) and  < 0 multiple equilibria (complementarity). Financial muscle: do potential acquirers build too much or too little financial muscle for M & As? See chapter 14.