corporatrfgfe finance lecture notes
TRANSCRIPT
Introduction to Corporate Finance
• What is finance?
• What is the distinction between financial
and real assets?
• What is corporate finance?
• What is the role of financial assets in
corporate finance?
Week 1
Financial Markets and Financial
Instruments• How do firms finance their investments?
– Earnings (free cash flow, internal capital)
– Equity capital (external – public or private)
– Debt capital (external)
• Public and private capital
• Trading of public capital
– New issues
– Secondary trading
Equity Issues
• First time a firm seeks public equity is
called an initial public offering (IPO)
– Primary issue: new equity is issued
– Secondary issue: existing private equity is
sold to outside investors (most privatisations
take this form)
– Legal and underwriting services provided by
investment banks
Debt Issues
• Bank loans – not publicly traded
• Corporate Bonds – traded actively in the
secondary market
• Debt capital and equity capital account for
most of the firm’s financial capital
Definition of Debt
• Fixed claim
– Specifies what needs to be repaid to the
investor and when
– Default risk – risk that the repayment plan is
not fulfilled
– Conversion options – covenants that allow
debt to be reclassified as equity
Definition of Equity
• Residual claim
– Does not specify a repayment plan
– Repayment is defined as the residual: whatever is not claimed by other claim holders should go to the equity holders
– Voting rights: Equity holders normally have a right to vote on important corporate decisions
• Mergers, takeovers
• Large investments
• Board representation
Trends in Corporate Finance
• Globalisation
• Deregulation
• Financial innovation
• Technological advances in the financial
system
• Securitization
What you should take home
• You should be able to– Understand the distinction between a fixed claim and
a residual claim
– List the main attributes of a debt claim
– List the main attributes of an equity claim
– Describe the ways in which firms raise funds for new investment
– Describe the difference between private and public equity
– Describe the difference between bank loans and corporate bonds
Readings
• Grinblatt/Titman: Financial Markets and
Corporate Strategy
– Ch 1: overview of the process of raising
capital for investment
– Ch 2: overview of the process of raising debt
capital
– Ch 3: overview of the process of raising equity
capital
Problems
1. Why do firms use underwriters when
they issue new equity?
2. In what ways do you think it matters that
debt holders have a fixed claim when
equity holders have not?
3. In what ways do you think it matters that
equity holders have voting rights when
debt holders have not?
Review problems
1. Invest 95 and sell for 102 – what is the return?
2. Invest 95 and sell for 102. Each transaction is charged a 1% trading commission – what is the return?
3. Invest 95 and sell for 102. You receive additional interest payments/dividends of 2 during the holding period. What is the return?
4. Invest 95 and sell for 110 three years later – what is the annual return on your investment?
5. Invest 95 now and another 98 next year. In the following year you sell your investment for a total of 202. What is the annual return on your investment?
Week 2:
Valuing Financial Assets: Portfolio
Tools• Tool box
– Expected portfolio return
– Portfolio variance
– Covariance between the return on two assets
• Optimal investment– “Fair” price of an asset means that the value equals
the purchasing price
– Even if prices are “fair” there are still ways of investing your money that is better than others
• Risk Aversion– Investors demand compensation for including risk in
their portfolio
Portfolio weights
• A portfolio of financial assets can be represented
in a number of ways
– The number of shares held in the various stocks (e.g.
1000 shares in BT, 250 shares in Marks&Spencer
etc.)
– The dollar-value held in the various stocks (e.g.
£2,500 in Lloyds Bank, £10,000 in Jarvis etc.)
– As portfolio weights: the dollar-weight of the various
stocks (e.g. if total portfolio is £100,000, then the
portfolio weight of Lloyds is 0.025 and the portfolio
weight of Jarvis is 0.1 etc.)
From portfolio weights to portfolio
expected return and variance
• To determine the expected return and
variance of a portfolio we need to know
– The portfolio weights
– The expected return on the individual assets
– The variance of the return on the individual
assets
– The covariance between the return on any
pair of assets
Expectation, Variance and
Covariance• Expected return (“average” return) is a location
measure
• Variance of return is a spread measure
• Covariance is a measure of how the return of two assets are “related” (they can move in the same or opposite directions, or they can be uncorrelated)
• If the returns move in the same directions, covariance is positive, if the returns move in the opposite directions, covariance is negative, and if uncorrelated, covariance is zero
The input data for a portfolio
of N assets
• N expected returns
• N variances
• N(N-1)/2 covariances
• Plus N portfolio weights
• For FTSE100 there are therefore 100+100+100(99)/2 = 5150 data points that need to be estimated even before working out the portfolio weights
Formulas
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Covariance and Correlation
• Covariance is a measure of relatedness
that depends on the unit of measurement,
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• Correlation is a measure of relatedness
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Covariance and Correlation
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The Mean-Standard Deviation
Approach to Investment• Risk averse investors don’t like risk
• Variance averse investors don’t like risk that comes as variance
• This is not the same in general – variance aversion is a special case of risk aversion
• Portfolio theory takes the variance aversion approach –which in practice means that we assume investors wish to maximize their expected return given a certain variance, or minimize their variance given a certain expected return
Mean-Standard Deviation
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Covariance as Marginal Variance
• We can interpret the covariance between
the return on a stock and the return on a
portfolio as the stock’s marginal variance
• That is, if we increase the stock’s portfolio
weight marginally, the portfolio variance
will increase by approximately twice the
stock’s covariance with the portfolio
Algebraic “proof”
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What to take home
• Understanding of expected values, variances, and covariances
• Understanding of expected return and variance for a portfolio
• Understanding of risk aversion and variance aversion
• Understanding of the portfolio frontier
• Appreciation of the linearity of expected return and standard deviation for portfolios consisting of the risk free asset and a risky portfolio
Readings
• Chapter 4 in Grinblatt/Titman
Problems
1. Variance: Prove that E(x-E(x))2=Ex2-
(E(x))2
2. Covariance: Prove that E(x-E(x))(y-
E(y))=Exy-E(x)E(y)
3. Take a time series of returns 0.05, -0.03,
0.10, 0.04, -0.10, 0.20. Estimate the
expected return and the variance of
return.
Week 3:
From Mean-Variance to the CAPM
• Capital Market Line
– Finding the market portfolio
• Two-fund Separation
– Optimal diversification
– Market vs idiosyncratic risk
• CAPM expected returns relationship
– Expected return on assets depend on their
covariance (i.e. their relatedness) with the market
portfolio
– Estimating beta risk
Capital Market Line
• The line that goes through the risk free
asset and the tangency portfolio
• Identification?
– Maximization procedure
– Simplifying “trick”, the excess return on any
asset divided by its covariance with the
tangency portfolio, is constant
Maximization programme to find
the Capital Market Line
• We can identify the frontier portfolios of
risky assets
• Consider investments consisting of the risk
free asset and a frontier portfolio – these
are represented by straight lines
• For the frontier portfolio that is the
tangency portfolio, the angle of the straight
line is the steepest
Capital Market Line cont..
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• The maximization programme normally
leads to a fairly complicated equation –
with two risky assets we get a quadratic
equation to solve
• In the class exercises you will be asked to
have a go at such a problem
Simplifying “trick”: finding the
Capital Market Line
• We know the expected return on all risky
assets and the risk free return
• The difference between the two is called
the “excess return” for the asset
• The excess return, divided by its
covariance with the tangency portfolio, is
always constant
Capital Market Line
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CAPM: Risk and Return
• Since the excess return divided by the covariance with the tangency portfolio is constant across assets, we can derive important relationships between risk and return
• The covariance with the tangency portfolio is, if solved for the tangency portfolio itself, equal to the variance of the tangency portfolio
Risk and Return
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Security Market Line
• The expected return of securities is linear
in their beta-factors
• In the (beta,expected return) plane, the
line crossing through (0,rF) and (1,E(rT)) is
called the security market line
Properties of betas
• Beta is linear: the beta of a portfolio of
securities equals the portfolio-weighted
average of the betas of the individual
securities
• An implication is that the beta of the
assets of the company equals the value-
weighted beta of the liabilities of the
company
Tracking portfolios
• A portfolio tracks another perfectly if the
difference in the returns of the portfolios is
a constant (possibly zero)
• Imperfect tracking: A portfolio consisting of
a weight (1-b) in the risk free asset and a
weight b in the tangency portfolio tracks a
stock with beta β=b, because the two
should have the same expected return
Tracking Errors
• The two investments should have the same
expected return, which implies that the tracking
error has zero expectation and zero value
• Of course, investors do not like risk so they
choose to hold the tracking portfolio instead of
the stock
• Because such diversification is free of cost, the
tracking error is also free of cost (i.e. it has zero
value)
Estimating the risk free return
• For risk free return use government bond
or government bill data (long or short term
instruments backed by the government)
• The return offered on such instruments is
a good proxy for the actual risk free return
• Alternative, use the average return of a
zero-beta risky stock, or the intercept with
the y-axis if no zero-beta stock exists
Estimating market risk premia
• Estimate the long-run average return on a broad stock market index and subtract the risk free rate
• Both the average stock market index return and the risk free return change over time
• The change in the difference is more volatile than the changes in the individual time series.
• Therefore, estimate the long-run average index return first. Do not estimate the difference between the market return and the risk free rate directly
Beta estimation
• A raw beta estimate can be obtained from historical covariance and variance estimates (or by a regression)
• Average beta is one (this is the beta of the market index)
• If the raw estimate exceeds (is below) one, we know there is a possibility that the raw beta is an overestimate (underestimate)
• Raw beta estimates should be adjusted – i.e. they should be pulled down if they are above one or be bumped up if they are below one.
• There are ways of optimally adjust beta estimates
Beta Adjustment
• Bloomberg adjustment
– Adjusted beta = .66 times Unadjusted beta + .34 times One
• Rosenberg adjustment
– Adjustment also incorporates fundamental variables (industry variables, company characteristics such as size, etc..)
• Also betas are adjusted sometimes to take into account infrequent trading problems
What to take home
• Two-fund separation
• Capital Market Line vs Security Market
Line
• Risk-Return relationships
• Tracking portfolio
• Parameter estimation: problems and
current practice
Readings
• Grinblatt/Titman ch 5
Problems
• What is the tracking portfolio for a real
asset?
• How would you estimate the beta of the
assets of a firm that has traded debt and
equity?
• How would you estimate the beta of a
company that has never traded?
Week 4: From CAPM to Arbitrage
Pricing Theory
• Main purpose is to extend the valuation approach into more advanced and flexible valuation models
• CAPM can be thought of as a “one-factor” model (returns are determined by movements in the market portfolio only) but has important empirical problems (systematic deviations from predictions)
• APT extends to “multi-factor” pricing that can mitigate some of the CAPM’s empirical problems
Risk Decomposition
• The Market Model
– One-factor (the return on the market portfolio)
– Related to the CAPM model
– The regression estimates of the market model
generates raw beta-estimates for the CAPM
• Risk Decomposition
– Systematic (market) risk: asset risk that is explained
by market movements
– Unsystematic (diversifiable, idiosyncratic) risk: asset
risk that cannot be explained by market movements
Market model regression
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• The output generates portfolios associated
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• Can use firm characteristics or
macroeconomic variables as proxies for
the factors
Factor betas
• The betas determine the asset’s sensitivity to the factors
• A high loading on factor number 2 means that the asset is particularly sensitive to risks associated with factor 2
• Factor models extends into portfolio analysis since the factor betas of portfolio is just the value-weighted average factor beta for the individual assets in the portfolio
Factor models: computing the
variance-covariance structure
• Recall that computing the variance-covariance
structure requires a large number of estimates
• For N assets, N variance estimates and N(N-1)/2
covariance estimates
• N=100, 100 variance estimates and 100(99)/2 =
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• Using the market model, we can work out the
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Tracking Portfolio
• Objective: to design a portfolio that has certain
factor betas (or factor loadings)
• Why? The use of tracking portfolios are many
– Risk management: if the company is subject to risks
beyond its control, e.g. currency risk, it may create a
tracking portfolio that offsets the risk
– Capital allocation: the company may wish to allocate
capital to investments that yield a greater return than
their tracking portfolio and to reduce its exposure to
investments that yield a smaller return than their
tracking portfolio
Designing a Tracking Portfolio
• First, determine the number of relevant factors (guesswork, statistical analysis)
• Second, determine the factor betas of the investment you wish to track (statistical analysis, comparison with existing traded companies)
• Third, gather a collection of different assets with known factor loadings
• Forth, calibrate your portfolio such that the portfolio factor beta equals the target factor beta for each factor
Example
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Applying Pricing Theory
• Use pricing models to investment analysis (optimal investment strategies in financial markets – diversification)
• Use pricing models to calibrate investments (design of tracking portfolios)
• Use pricing models as a benchmark for real investment (comparing real investment returns to the return on tracking portfolios)
Readings
• Chapter 6 in Grinblatt/Titman
Problem
• There are three relevant factors driving asset returns
– The factor structure of the debt of the company is (0.01, 0,0)
– The factor structure of the equity of the company is (2,5,1)
– The company consists of 1/3 debt and 2/3 equity
• What is the factor structure of the company’s real assets (investments)?
Week 5: Investment Analysis – the
case of Risk Free Projects
• Apply pricing technology to real
investment analysis
• Net Present Value Rule
• Complications
– Sunk cost
– Opportunity cost
– EVA and IRR
Fisher Separation
• With different tastes, why should investors agree
on investment policy?
– Long-term vs short term
– Risky vs Risk free
• Fisher separation
– Agreement is optimal regardless of taste
– Net present value rule: Invest in all projects that cost
less than the value of the project’s tracking portfolio
– NPV = PV(future investment) – Investment cost
Ingredients
• Cash flows of our investment
• Investment cost
• Discount rates (if risk free projects – use a
risk free discount rate)
Present Value = sum of discounted
cash flows
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Mutually Exclusive Projects
• This is an “either-or” situation – you can invest in project A or you can invest in project B, but you cannot invest in both at the same time
• Both projects may have positive NPV so are worthwhile on their own
• “Either-or” situations often arise naturally. For instance, all timing decisions are mutually exclusive. You can invest now or you can invest in the future, but you cannot invest both now and in the future.
Which project to choose when they
are mutually exclusive
• The choice criterion is to maximize the net
present value of investment.
• Therefore, if you have two or more
mutually exclusive projects to choose from
you should choose the one with the most
positive NPV.
Capital Constraints
• There are situations in which you may
have more projects with positive NPV
available than you have funds for
investment – i.e. you have a budget
constraint
• Then the choice criterion is to invest in the
projects that offer the greatest profitability
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Economic Value Added
• EVA is a profitability measure that has become widely used in corporations – initially to replace accounting earnings or profit measures
• Accounting measures do not always measure economic performance (depreciation cost, for instance, is not a cash flow and should not be included in project evaluation)
• Accounting measures are therefore not directly consistent with NPV
• Economic Value Added is consistent with NPV
EVA: Definition
• Three components
– Cash flow
– Change in asset base
– Economic return on assets
• EVA(t) = Ct + (It – It-1) – rIt-1
• EVA(t) = Ct + It – (1+r)It-1
• Discounted sum of EVA(t) = Net Present
Value
EVA, cont.
• Investment of 100
• The first year cash flow is 50
• The second year cash flow is 150
• Discount rate is 10%
• Assets are depreciated by 50% in the first year and by 100% in the second year.
• NPV = -100 + 50/1.1+150/1.12=69.42
EVA, cont.
• EVA(0) = -100(cash flow)+(100-0)(change in assets)-0(0.1)(economic cost of initial assets) = 0
• EVA(1)=50(cash flow)+(50-100)(change in assets)-100(0.1)(economic cost of initial assets) = -10
• EVA(2)=150(cash flow)+(0-50)(change in assets-50(0.1)(economic cost of initial assets)= 95
• Discounted EVA = EVA(0)+EVA(1)/1.1+EVA(2)/1.12 = 69.42 = NPV
IRR: Internal Rate of Return
• Often managers base investment decision on the IRR instead of the NPV
• The rule is: if IRR is greater than the discount rate (i.e. the cost of capital) then adopt the project
• In many cases this leads to the same investment decision, as IRR is greater than the discount rate only if the NPV is positive
• In other cases this is not true however, so to be safe always use NPV or EVA calculations
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• Investment cost = 100
• First year’s cash flow = 150
• Discount rate 10%
• NPV = -100+150/1.1=36.36
• IRR: 0=-100+150/(1+IRR) yields 50%
• Since 50% > 10% (IRR > discount rate) it is optimal to adopt the project
Projects that have the cash flow
profile of a loan
• “Investment cost” = 150
• Next year’s cash flow = -100
• Discount rate = 10%
• NPV = 150 – 100/1.1 = 59.09
• IRR: 0 = 150 – 100/(1+IRR) yields a negative
IRR of -33.33% but this project is clearly
profitable even though IRR < discount rate
Problems with IRR
• IRR criterion is sensitive to the type of cash flow
(asset or liability?)
• IRR is not unique in general (for T period
projects there can be up to T different IRRs)
• IRR is not appropriate for mutually exclusive
projects as small projects with high IRR and
small NPV might then be preferred to large
projects with low IRR and large NPV
IRR and mutually exclusive
projects
• Discount rate 2%
• Project A: -10, -16, +30
• Project B: -10, 2, 11
• NPV(A) = 3.149
• NPV(B) = 2.534
• IRR(A) = 10.79%
• IRR(B) = 15.36%
Important points
• Fisher separation
• NPV definition
• NPV with mutually exclusive projects (either-or)
• NPV with budget constraints
• EVA and NPV
• IRR
• IRR pitfalls
Readings
• Grinblatt/Titman chapter 10
Test for next week:
• Readings chapter 4, 5, 6 and 10
• Important formulas– CAPM: exp return = risk free plus risk adjustment
– Beta-factor: covariance/variance
– Factor models: exp return = risk free plus risk adjustment
• Risk free real investments– NPV rule
– Profitability Index
– EVA
– IRR
Very important formulas
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11
Sample test questions
1. The risk free return is 5% and the market index has an average return of 12%. What is the expected return for an asset with beta 1.5?
2. An investment costs 100,000 and offers a cash flow of 50,000 in year 1 and 150,000 in year 2. The discount rate is 5%. What is the net present value of the investment? Should you adopt the investment? Explain.
3. In a two-factor market, the factor betas of asset A are 1 and 0, and the factor betas of asset B are 0 and 1, respectively. The risk free return is 5%, and the average return on asset A and B are 10% and 15%, respectively. What are the risk premia associated with factor 1 and 2?
Week 6: Investing in Risky Projects
• Applying the CAPM and APT in the capital
budgeting process
• Key problem: estimating the cost of capital
for risky projects
– Applying CAPM and APT
– Using comparison firms
– The dividend discount model
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the beta factor
• Betas for traded equity are easy to estimate –we simply regress equity returns on the index return, and possibly adjust to take into account estimation error (e.g. Bloomberg adjustment)
• Betas for projects are much more difficult to estimate as there simply does not exist a trading history
• Possible solution: use comparison firms (firms we imagine has similar risk profile to the project in question)
Using comparison firms
• Asset base needs to be sufficiently similar to the planned investment
• We need to adjust for leverage effects (the comparison firm may have debt)
– In general, it is only the equity beta of the comparison firm we can estimate but we are really interested in the asset beta
– The more the firm borrows, the higher the equity beta (even though the asset beta remains the same)
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APT and CAPM vs Alternative
methods
• A drawback with the APT and CAPM models is that they require a number of estimates: the risk free rate of return, the beta factor(s), the market risk premium and the factor risk premia.
• It can in some circumstances be better to work with simpler model. The dividend growth model is an alternative to the APT and CAPM.
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exist?
• In general there is little we can do
• However, if there exist firms where one division is similar to our project we may be able to identify the relevant betas.
• For instance, if you want to estimate the beta of the network division of television companies you can use the fact that these divisions play a varying role in generating the asset beta for these companies
Network division example
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Pitfalls in using the comparison
method
• Project betas not the same as firm betas:
mature projects generally lower beta than
R&D projects etc
• Growth opportunities are usually the
source of high betas: company value often
significantly linked to future growth
opportunities as opposed to current
investments
Example
• Investment cost 100,000
• Annual running cost 5,000 for 5 years
• Expected revenue stream 50,000 for 5
years
• Beta-risk of revenue stream 1.2
• Risk free return 5%
• Expected market return 12%
Example cont…
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Comparison method, example
• A firm with equity currently valued at 100,000 and outstanding debt worth 50,000 holds 25% cash and 75% of a risky asset on its balance sheet
• The equity beta is 1.5
• You consider investing in a project very similar to the risky asset owned by this firm
• The risk free rate is 5% and the expected return on the market is 12%
• Work out the project beta and the cost of capital for your project
Comparison method cont…
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Readings
• Grinblatt & Titman chapter 11
• I have not emphasized the certainty
equivalent method
Week 7: Taxes and Financing
• Irrelevance in the absence of transaction
costs and taxes (Modigliani-Miller)
• Financing choices not neutral to taxation:
– Level: corporate vs private tax rates
– Timing: dividends can be deferred whereas
interest payments on debt cannot
Modigliani-Miller
• The operating cash flow is divided into two components
– Cash flow to debt holders
– Cash flow to equity holders
• Fundamental question: Does it matter how the split is made?
• If it does we can create value also through financing choices (not only through investment choices)
MM cont…
• Modigliani-Miller proved that capital structure
choices are irrelevant – the split does not matter
• This proof rests on the absence of transaction
costs of any kind: taxes, trading costs, and
bankruptcy costs
• The proof of the MM theorem uses a “no
arbitrage” argument – financial markets do not
admit “free lunches”, or trading strategies giving
you a positive cash flow with no prior investment
MM cont…
• Consider two “versions” of the same firm –
one version is U for unlevered (with no
debt) and the other version L for levered
(with debt)
• The firms have otherwise the same
operating cash flow X
• The unlevered firm has value VU and the
levered firm value VL
MM cont…
• The fundamental question is whether VU and VL
differ
• The cash flows of firm U’s equity holders is simply X
• The cash flow of firm L’s debt holders is (1+r)D to the firm’s debt holders and X-(1+r)D to the firm’s equity holders, in total a cash flow of X also
• The value of L is the combined value of the debt and the equity
MM cont…
• Suppose VL is smaller than VU
• Then an investor can buy a 10% holding of L’s debt and a 10% holding of L’s equity, which entitles the investor to a 10% share in the total cash flow X. He would then go to the market and sell 10% of the cash flow X, which is valued at 10% of the value of U. This leaves him with zero future liability.
• His trading gains are 10% of the difference between VU
and VL, which we have assumed is positive
• This cannot be possible in an arbitrage free market, so we can conclude that VL must be equal to or greater than VU
MM cont…
• Now suppose VU is smaller than VL
• An investor buys 10% of the cash flow X and sells 10% of a claim that promises the cash flow (1+r)D. The net cash flow is 10% of a claim that pays X-(1+r)D at maturity, which is priced at 10% of the equity in L
• The net future liability is zero, and the trading gains equal 10% of the difference between VL and VU, which we have assumed positive
• Again, this is not consistent with arbitrage free markets
• In conclusion, it must be the case that VU = VL and that capital structure is irrelevant
What about risky debt?
• When the corporate debt contract is risky it may be difficult to find a “synthetic” corporate debt contract if a real one does not exist
• We must assume, therefore, that the markets are sufficiently complete in order to conclude that financing does not matter
• Complete market = a market where the dimensionality of the asset structure equals the dimensionality of the uncertainty structure
• If there are two states of nature (e.g. “good” and “bad”) then it suffices with two distinct assets to make the market complete
Bankruptcy costs
• The Modigliani-Miller theorem also assumes that
there are no deadweight costs of bankruptcy
• The debt holders may not get all their money
back if the firm defaults, but this is not in itself
enough to jeopardise the MM-theorem
• There must also be deadweight costs or
liquidation costs (i.e. the value of the assets in
default is less than the value of the assets as a
going concern)
Taxes: Another important factor
• The tax system is generally fairly complex
with different tax rates for different
individuals and institutions, and for
different types of income
• Therefore, it may be scope for “tax
arbitrage” profits in financing
After tax cash flow analysis
• A constant after tax discount rate r
• Tax rate for personal income from debt tD• Tax rate for personal income from equity tE• Corporate tax rate tC• Earnings before taxes and interest payments X
• Earnings before taxes (X – kD) (k coupon rate, D nominal amount borrowed)
• After tax personal income from debt kD(1-tD)
• After tax earnings (X-kD)(1-tC)
• After tax personal income from equity (X-kD)(1-tC)(1-tE)
Algebra
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Equilibrium
• If there is a positive discounted tax benefit firms choose to borrow more, and investors with higher personal tax rate on debt income is encouraged to enter the market. This implies a reduction of tax benefits of borrowing.
• Reverse effect is there is a negative discounted tax benefit of borrowing
• In equilibrium, we expect the tax benefit from borrowing to be equal to zero
• This is the so-called “Miller’s equilibrium” described in Appendix 14A in the textbook
Preferred stock
• Preferred stock: dividends on preferred stock are not tax deductible at the corporate level as are interest payments on debt
• This implies that corporate junior debt may be tax efficient relative to preferred stock
• However, the US tax code allows a 70% tax exclusion for preferred dividends paid to corporate holders, so the yield on preferred stock is often lower (before tax) than on junior debt even though the debt has seniority over the preferred stock
Investor conflicts?
• Tax exempt equity holders prefer in general to reduce the borrowing of the firm so as to transfer income from debt repayments to dividend payments
• High-tax bracket investor prefer the opposite
• Often tax-exempt municipal bonds (or similar investments) offer yields that are greater than the after tax yield on corporate bonds for high-tax bracket investors
• Thus, the firm can give these investors an advantage by increasing the firm’s borrowing, as this frees capital that the investors can use to invest in tax-exempt municipal bonds
Inflation
• We expect to see a one-to-one relationship
between inflation and nominal interest rates - if
inflation increases by one percentage point then
so do nominal interest rates
• Higher inflation, therefore, leads to higher
nominal borrowing costs that yield in turn greater
tax deductions
• Therefore, the tax effect has greater bite in
periods of high inflation
Empirical evidence
• Do firms with greater taxable earnings borrow more?– No, but this may be because firms in general rarely issue equity
– Firms that perform poorly, therefore, tend to accumulate debt to meet their investments
• Tax code changes that affect the relative tax benefit of borrowing should have an impact on corporate financing– Yes, US tax reform of 1986 which reduced the tax benefits of
other things than debt (such as depreciation rules and investment tax credits) gave rise to an increase in borrowing among firms most affected
– The firms less affected did not increase their borrowing to the same extent
• Taxes matter but don’t explain everything
Readings
• Grinblatt/Titman chapter 14, including the
appendix
• 14.10 Are There Tax Advantages to
Leasing not so relevant
Exercises
1. A firm has assets valued at 100, and debt valued at 50. It plans to restructure its liability side by increasing its borrowing to 70 and paying a dividend of 20 to its shareholders. The debt has zero beta before and 0.001 beta after the recapitalization. The beta of the equity is 2 before the recapitalization.
a) What are the values of the equity before and after the recapitalization?
b) What is the beta of the assets of the firm?
c) What is the beta of the equity after recapitalization?
d) The recapitalization has increased the beta of the debt (and therefore the cost of debt capital). Has it also increased the beta of the equity? Does this mean that the total cost of financing has increased? Explain.
Week 8: Taxes and Dividends
• In frictionless markets dividends don’t
matter
• Why do firms nonetheless pay dividends?
• Taxes and dividends
• Stock returns and dividend yields – what is
the connection?
• Investment distortions caused by taxes in
dividends
Cash flow to shareholders
• Shareholders earn money through holding equity that earns a cash flow (such as dividends) and capital gains (which can be realized through selling stock)
• The cash distribution to shareholders is normally discretional – the company can decide how much cash flow to give their shareholders
• Cash distribution comes in two forms – dividend payments and share repurchase schemes
• Dividend payments do not affect the number of shares but will reduce the value of each share
• Share repurchases do normally not affect the value of each share but will reduce the number of shares outstanding
How much of earnings is cash flow
to shareholders?
• Dividend payout ratio: the ratio of dividends to
earnings
• In the US, this ratio has declined from about
22% in 1980 to about 14% in 1998
• Over the same period, the ratio of share
repurchases to earnings increased from 3% to
about 14%
• The total ratio of cash flow to earnings has been
relatively stable at about 25% of earnings
Dividend yields
• Dividend yield is the ratio of dividends per share over price per share
• Typical pattern is that high-tech growth firms have low dividend yield and dividend payout ratios (Microsoft paid its very first dividend this year)
• Stable, old economy companies such as mining, oil and manufacturing pay about half their earnings as dividends
What is the optimal dividend payout
ratio?
• Assumption: frictionless economy (no transaction costs, taxes, or other frictions)
• Investment policy unaffected by dividend payments
• Modigliani-Miller Dividend Irrelevance Theorem:
– The choice between paying dividends and repurchasing shares is a matter of indifference to shareholders
Modigliani-Miller Irrelevance
• Consider two identical equity financed
firms, the only difference is dividend policy
• Firm 1 pays 10m as dividends
• Firm 2 repurchases stock worth 10m
• After the end of the year, the firms are
worth X
• In the beginning each firm has 1m shares
outstanding
MM cont…
• Each share eventually sells for X divided by the number of shares
• Firm 2 buys back 10m worth of stock
• If share price is p, and firm 2 buys back n shares, we know that pn=10m
• We also know that p=X/(1m-n)
• Suppose X = 150m
• Solving both equations gives us n = (10m1m)/(X+10m), so we get n = 62,500, and p = 150m/(1m-62,500) = 160
• Firm 1: stock price is p = 150m/1m = 150, but each stock gives a dividend worth 10m/1m = 10, so the total value of each stock is 150+10 = 160
• Since shareholders get the same cash flow eventually, the shares must sell at the same price initially, i.e. dividend policy does not matter
Taxes and cash distribution to
shareholders• Classical tax system
– Dividends taxed as ordinary income and capital gains at a lower rate than ordinary income
– Dividends are not tax deductible at corporate level, so dividends are also subject to corporate taxation
• Imputation system– Dividends are taxed as ordinary income but investors get a
partial tax credit for corporate taxes (to offset personal taxes)
– Dividends are not tax deductible at corporate level
• Systems that eliminate double taxation– Dividends are tax deductible at corporate level and taxed as
ordinary income at investor level
Classical tax system
• The classical tax system implies a tax disadvantage of dividend payments
• Dividend $100, 35% tax implies an immediate tax liability of $35
• Share repurchase scheme: an investor sells $100 worth of shares. Suppose original cost was $76. This implies a taxable capital gain of $24. Taxed at 20%, this implies an immediate tax liability of $4.8
• Share repurchase scheme much cheaper than paying dividends
Tax avoidance schemes
• In theory, investors can often invest in a scheme that gives an immediate tax relief against a deferred future tax liability
• In practice, investors do not take advantage of these schemes but instead choose to pay taxes (or are unable to invest in tax avoidance schemes) on the received dividends
• The question is, therefore, why corporations continue to pay dividends when they are so tax inefficient
Dividend clienteles
• Some investors do not pay taxes
• These investors will, everything else being equal, prefer high dividend yield firms to low dividend yield firms as they do not pay tax on the dividend
• Firms might adopt different dividend policies to attract different investor clienteles
• Empirical evidence suggests that investors’ portfolios have dividend yields that are related to their tax status (high tax bracket investors choose low dividend yield stocks and vice versa)
Dividend payments and stock
returns
• Do stocks with high dividend yield compensate
investors for the tax disadvantage?
• Higher returns should then lead to lower values,
reflecting the higher discount rates applied to
future cash flows
• Research has focused on two returns effects
– Ex-dividend day behaviour of stock prices
– Whether cross-sectional dividend yield differences
affect expected returns
Ex-dividend day price drop
• If you buy the stock on the day before the ex-dividend day, you are entitled to the future value of the stock and the current dividend payment
• If you buy the stock on the ex-dividend day, you are entitled only to the future value of the stock
• The stock price should, therefore, drop on the ex-dividend day to reflect the dividend payment
• Empirical results from the 1960s indicate that the ex-dividend day price drop is about 77.7% of the dividend payment on average, but was higher (90%) for dividend payments greater than 5% of the stock price, and lower (50%) for the smallest dividends.
• These results indicate a tax effect (investors discount a tax rate of around 22.3% on dividends), and a clientele effect (investors with different tax rates hold portfolios with different dividend yields)
Ex-dividend day cont…
• Transaction cost argument– Consider buying a stock at $20 before the ex-div day, receive a $1
dividend, then sell the stock for $19.20. This yields $1 taxable profits and $(20-19.20) = $0.80 tax deductible losses. The net profit is $0.20 less taxes, but it is still arbitrage profits. The stock needs to drop by the full amount to preclude arbitrage profits.
– If there is a $0.10 per share transaction cost, the investor receives taxable profits of $1 in dividends, and incur $0.80 in tax deductible losses. The net profit is $0.20, but the investor must also pay $0.10 in transaction costs, so the net profit is only $0.10 less taxes. If the stock drops to $19.10, therefore, there are no arbitrage profits to be made.
– If the dividend payment is only $0.40, the necessary price drop is $0.30 to prevent arbitrage profits. That is, the price drop is greater for high dividend yielding stocks in percentage terms (as the clientele effect predicts).
• Price drop less than the dividend payment is also observed in countries that do not have a classical tax system, suggesting this is not a tax driven phenomenon at all
Cross-sectional relation between
dividend yield and stock returns
• If dividends are more heavily taxed than capital gains, the expected return must be greater for high dividend yield stocks.
• Empirically, stocks with high dividend yields have higher returns, but the relationship is not straightforward
• The relationship is U-shaped, with zero dividend yield stocks have higher expected return than stocks with low dividend yield, but for stocks paying dividends, the expected return increases with the dividend yield
How dividend taxes affect financing
and investment decisions• Marginal tax rate of 50%
• Company has a choice between paying $1m in dividends or retain the earnings
• Retained earnings yield 6% after corporate taxes (alternative II)
• Dividends yield 7% before personal taxes in corporate bonds (alternative I)
• Alternative I yields $500,000 to invest at 7%, which after tax yields $17,500 per year
• Alternative II yields $60,000 in extra dividend payments per year, which yields $30,000 after tax to the investor
• If you are a zero tax payer, however, alternative I yields $1,000,000 to invest at 7%, which equals $70,000, and alternative II only $60,000 in additional dividends per year.
• Investors with different tax rates are likely to disagree with regard to the dividend policy the firm should pursue
The general principle
• Investors prefer retained earnings if (1-corporate
tax rate) x (pretax return internally at corporate
level) > (after tax return at investor level)
• This has implications for investment policy as
well
– Tax-exempt and tax-paying investors agree on
externally funded projects but may disagree on
internally funded ones (tax exempt investors require
higher return on internal investment than tax-paying
investors)
Readings
• Grinblatt/Titman chapter 15
Exercises
1. A stock trades at 100p per share (prior to ex-dividend day) and the firm will pay a dividend of 10p per share.
a) Work out the ex-dividend day price if investors pay 40% tax on dividends and the ex-dividend day price equals the initial price less after-tax dividend payment
b) Work out the minimum transaction cost per share that prevents tax-arbitrage by a tax-paying investor
c) Suppose the dividend payment was 50p per share. What is your answer to a) and b) now?
d) Suppose the actual transaction cost is 2p per share. What are the arbitrage free price drops in a) and c) above now?
e) What are the “implied” tax rates on dividends in d)?
Week 9: Managerial Incentives and
Corporate Finance
• Manager – shareholder conflicts
– Occidental Petroleum and founder/CEO
Armand Hammer case in the textbook
– Maxwell Communications and Robert Maxwell
• How such conflicts affect investment,
financing, and ownership structure
• How such conflicts can be mitigated by
executive compensation schemes
Separation of ownership and
control• The separation of ownership and control is beneficial in
terms of diversification and optimal investment while keeping a stable management team in control of the firm
• But it can be harmful if the management team is more interested in pursuing their own interest as opposed to their shareholders’ interests
• In what way do their interests differ?– Managers represent investors, customers, suppliers, and
employees – not just investors
– Managers get utility from non-financial benefits such as status, perks, job-security etc and are willing to spend corporate resources on these even though they are likely to be negative NPV projects
Factors that determine the
manager-shareholder conflict
• Proportions of stock owned by the manager
• Managerial entrenchment and lack of means to control managers– Diffuse ownership structure (no individual manager
benefits enough to take action)
– Proxy fights (shareholder revolt at general meeting) are very expensive and difficult to organize
• Bonus schemes not performance sensitive enough
• Changes in corporate governance have made managers more accountable in recent years
Ownership structure
• Ownership structure is on the whole more concentrated than we would expect (CAPM advocates diversification), particularly outside the US/UK
• Ownership concentration a response to weak legal protection of shareholders’ interests
• UK/US have the strongest protection and the most diffuse ownership structure
• Managers tend to keep a significant ownership stake in firms where the incentive conflict with the shareholders is the greatest
• In many internet IPOs, the managers kept a large share of their holding in order to get a higher price in the IPO (lock in clauses)
• Eg. Lastminute.com – Martha Lane-Fox and Brent Hoberman (founders –Hoberman still manager) were still large owners after IPO and were prevented from selling their share for a given time period after the IPO
• Firms with higher concentration of management ownership have higher market values relative to their book values, provided management share is not too big. If it gets above 5%, managers become “entrenched” which allows them to pursue own interests more
How managers distort investment
decisions• Managers prefer investments that fit the manager’s
expertise– Makes him (her) more indispensable
• Investments in visible/fun industries– Raising the manager’s external profile (and his potential future
job opportunities and wages)
• Investments that pay off early– Financial success in the short run can increase bonus, reduce
the risk of losing job, increase the possibility of raising more capital
• Investments that reduce risk and increase the scope of the firm– To avoid bankruptcy the manager seeks relatively safe
investments and may take a portfolio approach to investments
Capital structure and managerial
control• Managers are likely to prefer equity to debt because they
are interested in minimizing the probability of default
• Shareholders may, therefore, prefer debt financing as debt is a good way to discipline managers (the fear of losing job is a good motivator)
• Empirical investigations show there is a positive relationship between leverage and– Percentage of executive pay tied to performance
– Percentage of equity owned by managers
– Percentage of investment bankers on the board of directors
– Percentage of equity owned by large individual investors
• Debt is a good way to curb overinvestment
• Debt engages often a bank who is a good monitor of management
Executive compensation
• The problem of incentivizing managers is often called a principal-agent problem– Tenant farmer works the land of a land-owner. If compensated
too much in terms of output, the tenant farmer must bear all the risk influencing output (weather etc). If compensated too little in terms of output, the tenant farmer doesn’t put in the required effort.
– Compensation is a matter of balancing the two concerns: Called the problem of designing the optimal incentive contract
– Effort (input) cannot be observed, otherwise compensation could be tied to effort instead of output
– Design objective is to minimize the agency costs of delegated control
Performance based executive
compensation• Jensen and Murphy (1990) found that a $1000 increase in firm value is
associated with a $3 increase in CEO bonus (a $10m jet costs the CEO $30,000 just in lost bonus payments)
• Some disagreement about this result, as it may have underestimated the real sensitivity by ignoring longer term impact on bonus payments
• Substantial differences in pay-for-performance sensitivity across firms– Some explained by the agency costs of delegated control
– Some explained by the risk of the firm
• Over time, the pay-for-performance sensitivity has been increasing
• Adoption of performance-based pay is generally a positive signal to the investors
• What about relative performance sensitivity (pay linked to the position of the company relative to the average for the industry)? Relative performance-pay is rarely observed, but can be costly to investors in terms of price wars and overly aggressive competition.
• Stock-based performance versus earnings-based performance. Stock based performance is much noisier than earnings-based performance, but in return earnings can be manipulated by the manager
Mergers, Spin-offs, Carve Outs
• It may be easier to design an optimal compensation contract for a small, single-unit, firm than for a multi-divisional conglomerate
• Solution may be a spin-off (a division set up as an independent firm by distributing shares in the new firm to the existing investors) or a carve-out (do an IPO of the division and sell to new investors)
• Spin-offs and carve-outs are positive signals
• Mergers create the opposite effect, and in particular conglomerate mergers can be seen as a negative signal to investors as they affect managerial incentives negatively (conglomerate mergers are relatively rare now but were popular in the 1960s and 70s)
• Many spin-offs and carve-outs are reversing prior conglomerate mergers
Readings
• Grinblatt/Titman chapter 18
Exercises
1. The manager of a firm considers investing £1m of free cash flow (earnings currently held in a bank account) in a project that has private value £10,000 to the manager but NPV of -£200,000 to the investors. What is the optimal decision for the manager if
a) He has fixed pay?
b) He has in addition a bonus scheme where an increase of £1000 in the stock value leads to an increase of £10 to the manager?
c) What is the optimal bonus scheme for the manager in this case?
Week 10: Information and Financial
Decisions
• Key premise: managers have better information than investors
• What managers do, therefore, conveys information to the market
• Managers can– Distort accounts to manipulate the information flow
– Reveal information through dividend policy, capital structure choice, and investment decisions
• Empirical evidence: how stock prices react to various financial decisions
What can better informed
individuals do?• Signals: they act in a way that conveys their information
– Difference between “cheap talk” and “credible action”
– Signals need to be costly
• Pooling: they act in a way that everybody else act in order not to reveal information– It is too expensive to send a signal
• Manipulation– Actions: Investors overestimate the true cost of signalling
– Reporting: “Bad” reports attract attention – it may be easier to disguise bad outcomes by submitting an “average” report
Distortions to managerial incentives
• Managers seek to maximize the share price
• The share price may, however, deviate from the “intrinsic value” (the full information price)
• Long term investors prefer that managers maximize the intrinsic value (which eventually transpires)
• Short term investors prefer that managers maximize the current share price (which may be distorted due to lack of information)
• The conflict is, therefore, essentially one of short-termism versus long-termism
Why do managers care about the
current share price?
• New issues or the managers may plan to
sell private stock
• Low prices attract bidders in takeovers
• Managerial compensation directly linked to
stock price
• Customers or employees may flee the
company if the stock price goes too low
Earnings manipulation
• The same underlying profits can be reported in different ways as earnings– Depends on the choice of depreciation method
– Choice of inventory valuation method (FIFO LIFO)
– The estimates of the economic value of assets, the estimates of the cost of guarantees or warranties issued, the estimates of the pension liability of the firm, the discount rates used for valuation of leases and pensions etc.
• There is a tendency to inflate reported earnings to increase the current stock price
• But managers may also find it useful sometimes to deflate reported earnings– For instance when the manager has just been hired
– When applying for government subsidies or tariff protection against foreign competitors
Short-termism in investment
• Bias towards short term projects because these makes it clear very quickly whether the investment is a good one
• Example:– Project A: yr 1 cash flow 40; yr 2-11 cash flow 80 per year; PV 840
– Project B: yr 1 cash flow 60; yr 2-11 cash flow 50 per year; PV 560
– Project C: yr 1 cash flow 40; yr 2-11 cash flow 40; PV 440
• Investors think C is much more realistic than A or B
• If company chooses A, the stock price is close to 440 after yr 1 earnings are revealed, why?
• If company chooses B, the stock price is close to 560 after yr 1 earnings are revealed, why?
• Company has a disincentive to choose the best project which is A because it is too similar to C in the first year
• If managers seek to maximize the intrinsic value they should choose A regardless
Dividends and Stock Repurchases:
Announcement Effects• An announcement of a dividend increase normally
increases the stock price by about 2%
• If a company announces it is to cut its dividend completely, the stock price decreases by about 9.5%
• Is paying dividends therefore a good decision?– Dividends may be a costly signal conveying information that is
hidden from investors
– Paying dividends is, in effect, a cost to the shareholders to ensure that current information is reflected in current prices
– The alternative: long term savings in signalling costs against the cost of deviations between the current stock price and the intrinsic value of equity
Dividends and Investment
Opportunities• News may be
– Increased cash flow
– Increase in investment opportunities
• An increase in dividends signals increased cash flow (as dividends then are more affordable) but is not consistent with an increase in investment opportunities (as they are then needed for investments)
• An increase/cut in dividends is, therefore, a more complex signal than is suggested in previous slides
• Empirical evidence suggests that cuts are viewed more favourably when the firms experience an increase in investment opportunities
Capital Structure and Information
• Borrowing can also be thought of as a costly signal:
– If mangers are convinced that future cash flow is high then the most credible way of communicating this information is to borrow
– If the manager is “lying”, the firm is going to default on its debt liability and the manager will be out of a job
• Firms with poor prospects find it hard to “mimic” the same borrowing decisions
Empirical Evidence
• Event study methodology
• Leverage increasing transactions (debt-for-equity swaps) have positive stock price response
• Leverage neutral transactions (debt-for-debt) have zero response
• Leverage decreasings (equity-for-debt) have negative stock price response
• Security sales (equity, debt) have negative stock price response, and more so for equity than for debt
• Empirical evidence is consistent with information theories (this week) but is also consistent with incentive theories (last week)
Adverse Selection
• Sick people tend to see health/life insurance as cheap –consequently they will be over-represented in the group of buyers of this type of insurance
• Example: very expensive insurance that covers 100% of all costs – or – cheap insurance that covers only 80% of all costs– In this case the sick people might migrate to the expensive type
of insurance and the healthy ones to the cheap type
• This is called adverse selection – buyers or sellers do not always select themselves randomly but rather according to their “type”
• This also plays a role in the sale of corporate securities
Managers have inside knowledge
and at the same time sell or buy
corporate securities• Corporation can be expected to sell equity when
the stock is overvalued and buy back equity when the stock is undervalued
• This makes sell transactions a bad signal and buy transactions a good signal
• This makes equity a bad source of capital for new investment, since it must be sold at a discount to the current stock price (why?)
• Pecking-order theory: firms prefer retained earnings to external capital, and external debt to external equity, when financing investments
Readings
• Grinblatt/Titman chapter 19
Exercise
• A firm has already made an investment and is considering an additional investment opportunity– State of nature is good or bad, equal probabilities. Assume risk neutral
valuation with zero discount rates. Manager knows the true state of nature
– Current investment has value 150 (good) or 50 (bad)
– NPV investment opportunity is 20 (good) or 10 (bad)
– Currently the firm is financed by equity only
– It plans to issue equity to finance the new investment, which costs 100
– To do:• Set up the balance sheet before and after investment @ expected values
• Work out how much of the existing equity the firm needs to sell in order to finance the investment
• Compare the value of the existing (old) equity with investment and without investment in the good and the bad state
• If the manager acts in the interests of the existing shareholders, should he always go ahead with investment. Explain.