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**Capital Structure Theory 16.3**

LO2 Modigliani and Miller Theory of Capital Structure Proposition I – firm value Proposition II – WACC The value of the firm is determined by the cash flows to the firm and the risk of the assets Changing firm value Change the risk of the cash flows Change the cash flows

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**Capital Structure Theory Under Three Special Cases**

LO2 Case I – Assumptions No corporate or personal taxes No bankruptcy costs Case II – Assumptions Corporate taxes, but no personal taxes Case III – Assumptions Bankruptcy costs

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**Case I – No Taxes or Bankruptcy Costs**

LO2 Proposition I The value of the firm is NOT affected by changes in the capital structure The cash flows of the firm do not change, therefore value doesn’t change Proposition II The WACC of the firm is NOT affected by capital structure The main point with case I is that it doesn’t matter how we divide our cash flows between our stockholders and bondholders, the cash flow of the firm doesn’t change. Since the cash flows don’t change, and we haven’t changed the risk of existing cash flows, the value of the firm won’t change.

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**Case I - Equations WACC = RA = (E/V)RE + (D/V)RD**

LO2 WACC = RA = (E/V)RE + (D/V)RD RE = RA + (RA – RD)(D/E) RA is the “cost” of the firm’s business risk, i.e., the required return on the firm’s assets (RA – RD)(D/E) is the “cost” of the firm’s financial risk, i.e., the additional return required by stockholders to compensate for the risk of leverage Remind students that case I is a world without taxes. That is why the term (1 – TC) is not included in the WACC equation.

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**Figure 16.3 – Cost of Equity and WACC (M&M without taxes)**

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**Case I - Example Data What is the cost of equity?**

LO2 Data Required return on assets = 16%, cost of debt = 10%; percent of debt = 45% What is the cost of equity? RE = ( )(.45/.55) = = 20.91% Suppose instead that the cost of equity is 25%, what is the debt-to-equity ratio? .25 = ( )(D/E) D/E = ( ) / ( ) = 1.5 Based on this information, what is the percent of equity in the firm? E/V = 1 / 2.5 = 40% Remind students that if the firm is financed with 45% debt, then it is financed with 55% equity. At this point, you may need to remind them that one way to compute the D/E ratio is %debt / (1-%debt) The second question is used to reinforce that RA does not change when the capital structure changes Many students will not immediately see how to get the % of equity from the D/E ratio. Remind them that D+E = V. We are looking at ratios, so the actual $ amount of D and E is not important. All that matters is the relationship between them. So, let E = 1. Then D/1 = 1.5; Solve for D; D = 1.5. Then V = = 2.5 and the percent equity is 1 / 2.5 = 40%. They often don’t understand that the choice of E = 1 is for simplicity. If they are confused about the process, then show them that it doesn’t matter what you set E equal to, as long as you keep the relationships in tact. So, let E = 5; then D/5 = 1.5 and D = 5(1.5) = 7.5; V = = 12.5 and E/V = 5 / 12.5 = 40%.

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**The CAPM, the SML and Proposition II**

LO2 How does financial leverage affect systematic risk? CAPM: RA = Rf + A(RM – Rf) Where A is the firm’s asset beta and measures the systematic risk of the firm’s assets Proposition II Replace RA with the CAPM and assume that the debt is riskless (RD = Rf) RE = Rf + A(1+D/E)(RM – Rf) Intuitively, an increase in financial leverage should increase systematic risk since changes in interest rates are a systematic risk factor and will have more impact the higher the financial leverage. The assumption that debt is riskless is for simplicity and to illustrate that even if debt is default risk-free, it still increases the variability of cash flows to the stockholders and thus the systematic risk.

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**Business Risk and Financial Risk**

LO2 RE = Rf + A(1+D/E)(RM – Rf) CAPM: RE = Rf + E(RM – Rf) E = A(1 + D/E) Therefore, the systematic risk of the stock depends on: Systematic risk of the assets, A, (Business risk) Level of leverage, D/E, (Financial risk) Point out once again that this result assumes that the debt is risk-free. The effect of leverage on financial risk will be even greater if the debt is not default free.

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**Case II – With Corporate Taxes 16.4**

LO2 Interest is tax deductible Therefore, when a firm adds debt, it reduces taxes, all else equal The reduction in taxes increases the cash flow of the firm How should an increase in cash flows affect the value of the firm? Point out that the government effectively pays part of our interest expense for us; it is subsidizing a portion of the interest payment.

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**Case II – Example 1 Unlevered Firm Levered Firm EBIT 5000 Interest 500**

LO2 Unlevered Firm Levered Firm EBIT 5000 Interest 500 Taxable Income 4500 Taxes (34%) 1700 1530 Net Income 3300 2970 CFFA 3470 The levered firm has 6,250 in 8% debt, so the interest expense = .08(6250) = 500 CFFA = EBIT – taxes (depreciation expense is the same in either case, so it will not affect CFFA on an incremental basis)

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Example 1 continued LO2 Assume the company has $6,250 8% coupon debt and faces a 34% tax rate. Annual interest tax shield Tax rate times interest payment 6250 in 8% debt = 500 in interest expense Annual tax shield = .34(500) = 170 Present value of annual interest tax shield Assume perpetual debt for simplicity PV = 170 / .08 = 2125 PV = D(RD)(TC) / RD = DTC = 6250(.34) = 2125 Point out that the increase in cash flow in the example is exactly equal to the interest tax shield. The assumption of perpetual debt makes the equations easier to work with, but it is useful to ask the students what would happen if we did not assume perpetual debt.

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Case II – Proposition I LO2 The value of the firm increases by the present value of the annual interest tax shield Value of a levered firm = value of an unlevered firm + PV of interest tax shield Value of equity = Value of the firm – Value of debt Assuming perpetual cash flows VU = EBIT(1-T) / RU VL = VU + DTC RU is the cost of capital for an unlevered firm and equals RA for an unlevered firm. VU is just the PV of the expected future cash flow from assets for an unlevered firm.

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**Example 2 – Case II – Proposition I**

LO2 Data EBIT = $25 million; Tax rate = 35%; Debt = $75 million; Cost of debt = 9%; Unlevered cost of capital = 12% VU = 25(1-.35) / .12 = $ million VL = (.35) = $ million E = – 75 = $86.67 million

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**Figure 16.4 – M&M Proposition I with Taxes**

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**Case II – Proposition II**

LO2 The WACC decreases as D/E increases because of the government subsidy on interest payments WACC = (E/V)RE + (D/V)(RD)(1-TC) RE = RU + (RU – RD)(D/E)(1-TC) Example RE = ( )(75/86.67)(1-.35) = 13.69% WACC = (86.67/161.67)(.1369) + (75/161.67)(.09) (1-.35) WACC = 10.05%

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**Example: Case II – Proposition II**

LO2 Suppose that the firm changes its capital structure so that the debt-to-equity ratio becomes 1. What will happen to the cost of equity under the new capital structure? RE = ( )(1)(1-.35) = 13.95% What will happen to the weighted average cost of capital? WACC = .5(.1395) + .5(.09)(1-.35) = 9.9% Remind students that a D/E ratio = 1 implies 50% equity and 50% debt. In this case, the amount of leverage in the firm increased, the cost of equity increased, but the overall cost of capital decreased.

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**Figure 16.5 – Cost of Equity and WACC (M&M with Taxes)**

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**Case III – With Bankruptcy Costs 16.5**

LO2 Now we add bankruptcy costs As the D/E ratio increases, the probability of bankruptcy increases This increased probability will increase the expected bankruptcy costs At some point, the additional value of the interest tax shield will be offset by the expected bankruptcy cost At this point, the value of the firm will start to decrease and the WACC will start to increase as more debt is added

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**Bankruptcy Costs Direct costs Financial distress**

LO2 Direct costs Legal and administrative costs Ultimately cause bondholders to incur additional losses Disincentive to debt financing Financial distress Significant problems in meeting debt obligations Most firms that experience financial distress do not ultimately file for bankruptcy

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**More Bankruptcy Costs Indirect bankruptcy costs**

LO2 Indirect bankruptcy costs Larger than direct costs, but more difficult to measure and estimate Stockholders wish to avoid a formal bankruptcy filing Bondholders want to keep existing assets intact so they can at least receive that money Assets lose value as management spends time worrying about avoiding bankruptcy instead of running the business Also have lost sales, interrupted operations and loss of valuable employees

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**Static Theory of Capital Structure 16.6**

LO2 So what is the optimal capital structure? A firm borrows up to the point where the tax benefit from an extra dollar in debt is exactly equal to the cost that comes from the increased probability of financial distress This is the point where the firm’s WACC is minimized

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**Figure 16.6 – Static Theory and Firm Value**

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**Figure 16.7 – Static Theory and Cost of Capital**

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**Conclusions Case I – no taxes or bankruptcy costs**

LO2 Case I – no taxes or bankruptcy costs No optimal capital structure Case II – corporate taxes but no bankruptcy costs Optimal capital structure is 100% debt Each additional dollar of debt increases the cash flow of the firm Case III – corporate taxes and bankruptcy costs Optimal capital structure is part debt and part equity Occurs where the benefit from an additional dollar of debt is just offset by the increase in expected bankruptcy costs

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**Figure 16.8 – Summary of the 3 Cases**

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**Managerial Recommendations**

LO2 The tax benefit is only important if the firm has a large tax liability Risk of financial distress The greater the risk of financial distress, the less debt will be optimal for the firm The cost of financial distress varies across firms and industries. As a manager you need to understand the cost for your industry

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**Figure 16.9 – Extended Pie Model 16.7**

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The Value of the Firm LO2 Value of the firm = marketed claims + non-marketed claims Marketed claims are the claims of stockholders and bondholders Non-marketed claims are the claims of the government and other potential stakeholders The overall value of the firm is unaffected by changes in capital structure The division of value between marketed claims and non-marketed claims may be impacted by capital structure decisions

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**Shortcoming of the Static Theory**

LO2 Many large, profitable firms use little debt. Why? Selling securities is expensive and time consuming If a firm is very profitable, it might never need external financing This empirical observation is the opposite of what you would expect. You would expect a large, profitable firm to use the most debt because there is little risk of bankruptcy and the value of the tax shield is substantial. New issues have underwriting fees associated with them. They also can make decisions faster and don’t have to wait for the new issue process to be completed.

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**Pecking Order Theory Firms will use internal financing first.**

LO2 Firms will use internal financing first. They will issue debt if necessary. Equity is sold as a last resort. Managers are sensitive to the signals that they send with the issue of new securities. Managers are insiders and have asymmetrical information about the firm. If the firm’s future prospects are better than outsiders realize, then they know that the firm’s stock is undervalued and won’t want to issue equity - they will want to issue debt instead. If the stock price is overvalued, then they will want to issue equity because they will want to capitalize on the high price. Companies rarely sell new equity in the real world because investors read the signals that the managers send and the market reacts negatively to new equity sales.

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**Implications of the Pecking Order**

LO2 Firms don’t have a target capital structure Profitable firms use less debt – they have greater internal cash flow and need less external financing Companies want financial slack and stockpile internally generated cash as a result

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**Observed Capital Structures 16.8**

LO2 Capital structure does differ by industry Seems to be a connection between different industry’s operating characteristics and capital structure Firms and lenders look at the industry’s debt/equity ratio as a guide See Table 16.7 in the book for more details.

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