1. Long-term financing

2. Review item  When a firm creates value through a financial transaction, who gets the increase?

3. Answer  Old equity gets the gains.  Old equity means the shareholders at the time the decision is made.  Why? Old equity has no competitors. Everyone else is competitive and must accept a market return.  Recall the first problem set.

4. Chapter 14 Long-Term Financing: An Introduction  Common Stock  Corporate Long-term Debt: The Basics  Preferred Stock  Patterns of Financing  Recent Trends in Capital Structure

5. Shareholders rights  Preemptive right to any new stock sold.  Proportionate share in dividends.  Proportionate share in liquidation.  Voting rights … of some kind

6. Straight voting  Each seat on the board of directors is a separate election.  In each election, the shareholder has votes in proportion to her shares.  A thin majority can freeze out all minority directors.

7. Cumulative voting  All n seats are filled by a single election.  There are m candidates, m > n.  The n highest vote getters are elected.  Each shareholder has votes in proportion to her shares.  A minority can elect a director by putting all of its voting weight on her or him.

8. How many votes are needed to elect one director?  Minority has a fraction x of all votes.  Majority has a fraction 1-x.  Worst case: The majority spreads votes evenly over n candidates.  Each majority candidate gets (1-x)/n.  Minority needs x > (1-x)/n  That is, x > 1/(n+1) (plus one vote)

9. Example page 374  Smith and Marshall  Four seats.  Smith is the minority.  Fraction of votes needed to elect is 1/5.  Out of 400 votes, Smith needs only 81. Having 319, Marshall can muster 80 votes for 3 candidates, 79 for the fourth.

10. Dividend facts  Dividends are not tax deductible to the corporation that pays them.  Corporations owning other corporations are exempt from 70% of the tax that would otherwise fall on dividends.  Skipping dividends does not put a firm in default.

11. Debt  Contractual relation with the firm, via the indenture.  No voting rights.  Interest is deductible from corporate taxes.  Missing any interest payment puts the firm in default.

12. Notes, debentures, bonds  Notes are shorter term, unsecured.  Debentures are long term, unsecured.  (Mortgage) bonds are secured.

13. Sinking funds  Debt is gradually extinguished.  Money in the fund buys back the bonds steadily.

14. Call provisions  Specified in the indenture.  Call price is above par …  but is below market when called.  Call protection for 5 to 10 years

15. Indenture  Among creditors, a coordination problem. Prisoner’s dilemma. Free rider problem.  Solution: trustee (a law firm)  Restrictive covenants -- new debt, size of dividends, minimum working capital

16. Default of bonds  If the firm misses a debt payment to any bond, repayment of all other bonds is immediately due, an impossible task.  Bondholders get control of the firm.  Bankruptcy proceedings or reorganization.

17. Preferred stock  Stated percentage dividends.  No voting rights.  Preferred dividends can be skipped but are rarely, and only if common dividends are skipped.  Dividends accumulate if skipped.  Contingent voting rights when the firm is near bankruptcy.

18. Corporations hold preferred stock  Not individuals, because taxes are higher to them.  Individuals hold preferred by holding common in firms that hold preferred.  Corporations pay tax on interest from the debt of other corporations but only 30% on preferred dividends.

19. Financing Decisions by U.S. Non-financial Corporations -30 0 30 60 90 19791980198119821983198419851986198719881989199019911992199319941995 Internal financing New debt New stock Source: Board of Governors of the Federal Reserve System, Flow of Funds Accounts. Year Percent

20. Convertible debt – an option  Can be traded for shares at a fixed price.  Need not be traded.  Rationale: cash in on success if the firm becomes very valuable  Retain rights of debt if the firm fails.

21. Debt-to-Asset Ratio (Book Value) for U.S. Non-financial Firms from 1979 to 1994 0 10 20 30 40 50 1979198019811982198319841985198619871988198919901991199219931994 Year Percent Source: OECD data from the 1995 edition of Financial Statements of Nonfinancial Enterprises.

22. Debt-to-Asset Ratio (Market Value) for U.S. Non-financial Firms from 1980 to 1994 0 10 20 30 198019811982198319841985198619871988198919901991199219931994 Year Percent Source: Board of Governors of the Federal Reserve System, Flow of Funds Accounts.

23. Review Item  Two assets have the same expected return.  Each has a standard deviation of 2%.  The correlation coefficient is.5.  What is the standard deviation of an equally weighted portfolio?

24. Answer  Var P =.5x.5x4+.5x.5x4+2x.5x.5x.5x2x2  = 3  Standard deviation = sq. root of 3  =1.732