1. Session 7: Capital Structure C15.0008 Corporate Finance Topics

2. Outline Distress costs Agency conflicts Finding the optimal capital structure

3. Financial Distress Costs Direct costs –Lawyers, accountants, consultants fees –Forced asset sales Indirect costs –Wasted time and energy –Deterioration of reputation and customer, supplier, and employee relationships Total ~10-20% of firm value

4. Agency Conflicts Bondholders vs. stockholders (managers) –Occur when debt is risky –Stockholders control the firm Management vs. stockholders –Occur when corporate governance system does not work perfectly –Managers can misuse the firms assets

5. Stockholder Incentives Take risk, i.e., undertake high risk (possibly negative NPV) projects Under-invest, i.e., reject positive NPV projects that require equity investment Pay dividends, i.e., distribute wealth to shareholders

6. Agency Costs Since the market is smart, bondholders anticipate future actions and demand protection up front Bond covenants (restrict the actions of managers and may reduce value) Higher promised payments These are all costs to the firm

7. Valuation Implications V L = V U + PV(tax shield) - PV(financial distress costs) - PV(agency costs) Financial distress and agency costs (bondholder vs. stockholder) increase as the amount of debt increases. Optimal capital structure trades off the tax benefits of debt with financial distress and agency costs.

8. A Graphical Interpretation V B/S VUVU Tax benefits Financial distress and agency costs

9. Agency conflict demonstrated Firm with 30 million debt to be repaid in 1 year, liquidated after a year Assets to pay off 35 million after 1 year (for certain). Risk free rate = 10% Asset value = 31.81, Debt value = 27.27. Hence equity value = 4.54

10. Risky negative NPV project NPV of project = -2 million Project changes the distribution of cash- flows. Cash-flows could either be 100 million or 10 million after 1 year New PV of firm = 31.81 – 2 = 29.81 million

11. Equity Pay-off H = 0.72 B = 6.56 Equity value = 14.96 : It increased, even though firm value decreased! S 65 0

12. Finding the Optimal Capital Structure Comparison with other firms Maximize firm value –WACC approach V =  UCF t /(1+r WACC ) t –APV approach V L = V U + PV(tax shield) - PV(financial distress costs) –Binomial approach

13. The WACC Approach V =  UCF t /(1+r WACC ) t UCF = EBIT(1-T) + depreciation – capex –  nwc Calculate WACC at various debt levels –r B from debt rating via interest coverage and leverage ratios –r S from Prop. II r S = r 0 + (1- T C )(B/S)(r 0 - r B ) –WACC = (B/(S+B)) r B (1-T)+(S/(S+B)) r S Adjust expected cash flows for financial distress costs

14. Example

15. Interest Coverage, Ratings and Spreads Large manufacturing companies Source: http://www.stern.nyu.edu/~adamodar/

16. Issues with the WACC Approach How big is the cash flow adjustment? You get a tax shield on interest expenses only as long as you are making a profit and are paying taxes. Financial distress costs and tax shields have option like pay-offs.

17. The APV Approach V L = V U + PV(tax shield) - PV(financial distress costs) PV(tax shield) =  t [T C (interest expense) t ] / (1+ r B ) t –The expected tax rate decreases as debt increases PV(financial distress costs) = Prob * PV(financial distress costs | financial distress) –The probability increases as the debt rating declines –Cost are usually estimated as a percentage of pre-distress firm value (~10-20%) Financial distress costs and tax shields have option like payoffs

18. Ratings and Default Risk Source: http://www.stern.nyu.edu/~adamodar/ Source: Altman, 1971-2002

19. Time Series of Default Rates % of high yield bonds defaulting in a given year

20. The Binomial Approach Firm: Single remaining cash flow in 1 year EBIT $10 million or $2 million (prob. 50%) no salvage value Corporate tax rate: T=40% Unlevered required return: r 0 =10% In the event of bankruptcy –Financial distress costs are 15% of V U –Pay taxes, financial distress costs, residual goes to bondholders

21. The Unlevered Firm V U = S Liquidating dividend is only cash flow Value via DCF [0.5(6)+0.5(1.2)]/1.1=3.27 EBIT(1-T)=10(1-0.4)=6 EBIT(1-T)=2(1-0.4)=1.2

22. The Levered Firm $2 million amount of (risky) 1-year debt Promised interest rate = 56.65% (r f =2%) Promised payment (at maturity) 2(1+56.65%)=3.13 –Solvent for high EBIT Payment to bondholders: 3.13 –Bankrupt for low EBIT Payment to bondholders: EBIT-taxes-financial distress costs = EBIT-(EBIT-int.exp.)T-0.15V U = 2-[2-2(56.65%)]0.4-0.15(3.27) = 1.16

23. Debt Value H=0.41, B*=-0.656, B=2 (trading at par!!) B 3.13 1.16 Replicate using the unlevered firm (r f =2%) 3.27 6 1.2

24. Equity Value H=0.69, B*=0.814, S=1.45 r S =14.49% S (EBIT-56.65%(B))(1-T)-B=3.32 0 Replicate using the unlevered firm (r f =2%) 3.27 6 1.2

25. Firm Value V U = S = 3.27 V L = S + B = 1.45 + 2 =3.45 V L = V U + PV(tax shield) - PV(f.d. costs) ? The tax shield is risk-less (even though the debt is risky): PV(tax shield) = [56.65%(2)(0.4)/1.02] = 0.444

26. Financial Distress Costs H = -0.102, B* = -0.602, FD = 0.267 V L = V U + PV(tax shield) - PV(f.d. costs) = 3.27 + 0.444 - 0.267 = 3.45 FD 0 0.491 Replicate using the unlevered firm (r f =2%) 3.27 6 1.2

27. Assignments Chapter 18 Problems 18.6,18.14, 18.16 Problem set 3 due in 1 week