Vrije Universiteit Amsterdam School of Business and Economics Advanced Corporate Finance 4.1 Case 2, Wrigley Working Group 2, Team 5 Author: Supervisor: Bas Boekhout - 2655526 prof . dr. ir. H.A. Rijken Kwame Bonsu - 2576417 dr. M.A. Dijkstra Meine Tempels - 2623208 Anne Wezenberg - 2600722 I hereby certify that the answers to this exam are my own work and my work alone. I also certify that the content in this document has not previously been submitted for any other exam or assignment in this course or any other course, and that I have not copied or otherwise plagiarized the work of others. April 1, 2021 Case 1 1 Introduction The William Wrigley Jr. company is one of the leading companies in the production and distribution of chewing gum. Over the last two years, the revenues and earnings of Wrigley have grown significantly due to global expansion and the introduction of new products. Interesting is that the company has always been conservatively financed, and until 2001 the company had no debt. However, due to the low interest rates a leveraged recapitalization through a share repurchase or a dividend distribution could be profitable for the Wrigley company shareholders. In this case assessment we will analyse whether a leveraged recapitalization would be beneficial for the Wrigley family. To evaluate the effects of a leveraged recapitalization we will analyse the effect on the company’s value, earnings per share of the company, voting control and the credit rating of the company, and we will come up with an accurate advice for the Wrigley family. 2 Company value The company value is estimated by means of the adjusted present value method. In Table 1 the estimated company value before the leveraged recapitalization is compared to the company value after recapitalization. Table 1: Company values before and after recapitalization, Share price Number of shares outstanding Debt value Equity value Company value Before recapitalization $56,4 232,411,000 $0 $13,1 $13,1 After recapitalization $61,53 183,686,000 $3 billion $11,3 billion $14,3 Note: table 1 shows the company value in the situation before leveraged recapitalization and after leveraged recapitalization in case of a share repurchase Table 1 shows that the share price will increase and the number of shares outstanding will decrease due to the share repurchase. The leveraging of 3 billion dollars causes a decrease of 13,7% in equity value and an increase of 9,16% in company value. Purely based on the company value before and after leveraging, recapitalization would be profitable, since the company value increases by 9,16%. 2.1 WACC To compare the weighted cost of capital of Wrigley before and after a recapitalization, an unlevered beta is implemented equal to 0,62. This is the average beta of the peers of the Wrigley company. The beta of 0,75, which is stated in the Wrigley case seems to be very high compared to the industry beta. And although Wrigley is the largest player in the industry, we can not find any solid argumentation for this high beta, therefore we implement the industry average beta of 0,62 instead of 0,75. The market risk premium is set equal to 7%. This assumption is made because the Wrigley company is an American Page 1 Case 1 company based in Chicago, therefore the most accurate risk premium is the rate stated in the Wrigley case, equal to 7%. Table 2: Weighted average cost of capital before and after capitalization Market risk premium Unlevered β Levered β Re (%) Rd(%) Ra(%) Before recapitalization 7% 0,62 9,2% 9,2% After recapitalization 7% 0,62 0,72 9,9% 13% 9,5% Note: it shows the WACC before leveraged recapitalization and after recapitalization. The distribution of dividend and the share repurchase result in the same value. Table 2 shows the effect of leveraging on the WACC of Wrigley. Increasing debt by 3 billion will cause the cost of equity to increase by 7%. Noteworthy is that leveraging results in a lower cost of equity, equal to 9,9%, than cost of debt, which is equal to 13%. This implies that it is cheaper for the company to acquire funds in the form of equity than in the form of debt which normally is not very likely. 2.2 Earnings per share To evaluate the effect of the recapitalization on earnings per share, we have implemented 3 scenarios. The worst case scenario reflects the situation in which there is no growth in earnings. The most likely scenario, which reflects a 9% growth, which is equal to the growth over the previous 2 years. And the best case scenario, in which we assume a growth of 15%. This 15% is based on an increase of 6%, which is an increase of two third with respect to the base case. We believe the growth of the best case is in line with the growth in case the chewing gum market in the emerging markets pick up. Table 3: Situation before recapitalization Operating income Interest expense Taxable income Taxes (40%) Net income Shares outstanding Earnings per share Worst case $527,366 $0 $527,366 $210,946 $316,420 232,441 $1,36 Base case $574,829 $0 $574,829 $229,932 $344,897 232,441 $1,48 Best case $606,471 $0 $606,471 $242,588 $363,883 232,441 $1,57 Notes: Table 3 Shows the effect on earnings per share before recapitalization. The worst case reflects 0% growth, the most likely case reflects 9% growth and the best case reflects 15% growth. Page 2 Case 1 Table 4: Situation after capitalization Operating income Interest expense Taxable income Taxes ( 40%) Net income Shares outstanding Dividend Earnings per share Dividend Shares outstanding repurchase Earnings per share repurchase Worst case $527,366 $390,000 $137,366 $54,946 $82,420 232,441 $0,35 183,868 $0,45 Base case $574,829 $390,000 $184,829 $73,932 $110,897 232,441 $0,48 183,868 $0,60 Best case $606,471 $390,000 $216,471 $86,588 $129,883 232,441 $0,56 183,868 $0,71 Notes: Table 4 Shows the effect on earnings per share after recapitalization in case of a dividend distribution and share repurchase. The worst case reflects 0% growth, the most likely case reflects 9% growth and the best case reflects 15% growth. The operating income, interest expense, Taxable income, Taxes and net income are equal for the situation of a share repurchase and dividend distribution. When we look at the earnings per share of Wrigley before the recapitalization, we find that in the base case the earnings per share is $1.48, which is slightly below the industry average of $1.65. When we model a situation in which we have a recapitalization, we find that in the base case our EPS drops to $0.60. This is far below the industry average and tells us that when we recapitalize, Wrigley is less profitable than its competitors. The reason for this of course has to do with the fact that before recapitalization, Wrigley had no interest expenses which after recapitalization brings down the net income significantly. 2.3 Credit rating To be able to give accurate advice to the Wrigley family it is important to compare the situation before leveraged recapitalization to the situation after recapitalization. To make this comparison, financial ratios and the corresponding credit rating are constructed and shown in tables 5 and 6. Table 5: Financial ratios and credit rating before recapitalization FFO/ total debt FOC/ total debt Return on capital Operating income/sales LT debt/ capital Total debt / capital Worst case 2,3342 2,2460 0,2943 0,2171 0,1231 0,3042 Base case 2,4312 2,3429 0,3208 0,2366 0,1231 0,3042 Best case 2,4959 2,4076 0,3384 0,2496 0,1231 0,3042 Credit rating AAA AAA AA-AAA A-AA AA-AAA AA-AAA Notes: Table 5 shows the financial ratios and credit rating before recapitalization. Since Wrigley has no interest expense before recapitalization, there is no interest coverage ratio included for this scenario. Page 3 Case 1 Table 6: Financial ratio’s and credit rating after recapitalization Interest coverage FFO/ total debt FOC/ total debt Return on capital Operating income/sales LT debt/ capital Total debt / capital Worst case 1,3522 0,3274 0,2032 0,1101 0,2171 0,7383 0,7571 Base case 1,4739 0,3410 0,2168 0,1200 0,2366 0,7383 0,7571 Best case 1,5505 0,3500 0,2259 0,1266 0,2496 0,7383 0,7571 Credit rating B-BB BBB-A BBB-A B-BB A-AA B-CCC B-CCC The tables show that after recapitalization the credit ratings drop significantly. We see that apart from the FFO to total debt and Operating income to sales all ratios have a junk bond rating. This is not very favorable since it will be harder to attract investors as they will view Wrigley as a relatively risky company. Especially when we compare these ratings to our peers. We find that these peers all have investment grade ratings. This again could be another reason for investors not to invest in Wrigley. And very important, this will complicate further leveraging of the company in the future. 2.4 Voting control An important difference between recapitalization by means of a dividend distribution and recapitalization by means of a share repurchase is the effect on the voting power of the Wrigley family. A dividend distribution will not have an effect on the voting power, whereas a share repurchase could work in favour of the Wrigley family’s voting power. Table 7: Voting control of the Wrigley family Common shares Class B shares Total shares Common shares owned by Wrigley Class B shares owned by Wrigley Total votes owned by Wrigley Voting control before recapitalization 189,800,000 426,410,000 616,210,000 21% 58% 46,6% Voting control after recapitalization 141,045,365 426,410,000 567,455,356 28% 58% 50,6% Notes: Table 7 shows the voting control in percentage of the Wrigley family before and after recapitalization by means of a share repurchase. Table 7 shows that due to the recapitalization the Wrigley family will gain more voting control. The share repurchase will cause a decrease in number of common shares outstanding, 189,800,000 before the share repurchase and 141,045,365 shares after the repurchase. This is equal to a decrease of 26% in common shares outstanding. The decrease in total number of votes, causes the Wrigley family to have more voting power. Their voting power increases from 46,6% to 50,6%, this is an important advantage of a recapitalization by means of a share repurchase. Page 4 Case 1 2.5 Merits of returning cash to the shareholders by either dividend or share repurchase Returning cash to shareholders by either dividend or share repurchase have both pros and cons. Pros for share repurchase for Wrigley are: more voting control, EPS will increase, share price will go up in the short term and dividend paid to shareholders can increase as there are less shares to split the dividend over. Cons of share repurchase are: Investors sometimes see buybacks as a way for executives to take advantage of their stock option programs without seeing their shares being diluted. Also, although share repurchase has a positive short term effect on the market, in the long run investors find that the company has done nothing to increase the value of the company and therefore share prices will drop again. Pros for dividends are: it attracts a different kind of investor, who are most of the time very loyal and it signals certainty about the well-being of a company. Cons of dividends is that the money used to pay out dividends could also have been used for further growth of the company. Also, for investors dividend payments imply that they would have to pay extra taxes, the costs of paying these taxes may sometimes outweigh the benefits of receiving the dividend payment. 3 Advice Throughout this research, several scenarios are investigated with respect to the issuing of debt for WM.Wrigley Jr. company. Issuing debt affects lots of facets of the company as the capital structure is adjusted. Since cost of debt is more expensive then cost of equity for WM. Wrigley Jr. increasing the leverage in the company would consequently mean that the WACC would increase from 9.2% to 9.5%. Meaning that the cost of capital for the company will become more expensive. Which is of course not desirable. Next, it is notable that the debt issuance affects the earnings per share. Results show a reduction in the earnings per share from around the $1.48 to $0.48 in the base case when issuing debt. Although issuing debt gives rise to tax advantage, as the interest on debt is tax deductible, one also needs to pay interest on the debt. These extra interest payments severely outweigh the tax benefits. For new investors, this might be a reason to reconsider investing in the WM.Wrigley Jr. company. Additionally, issuing debt severely impacts the credit ratings of WM.Wrigley Jr. company. Before issuing debt one could see that WM.Wrigley Jr. company was rated rather well. Though, when issuing debt this rating reduced by quite a bit. Most of the ratios even entered junk bond status, going as low as CCC-rated. This could eventually lead to a shift in investors profile as large institutional investors can only invest in BBB and above. And this will complicate leveraging in the future, which will decrease the flexibility of the company. Lastly, it was observed that for the shares owned by Wrigley a share repurchase would have a positive effect. This was also what was to be expected as they themselves would not sell shares. Their total voting power would be increased from 46.6% to 50.6% which might come in handy when certain issues need to Page 5 Case 1 be addressed. As stated before there were two possible scenarios. One in which WM.Wrigley Jr. company engaged in a share buyback. The other option was returning some of the value to the share holders, in the form of a dividend distribution. The dividend option signals a strong belief in the future performance of WM.Wrigley Jr. company’s cash flow and earnings. Reducing this payment, later on, gives a rather bad signal to the market this needs to be avoided. Therefore one could also interpret the increase in dividend payment as a sign of decreasing future investment opportunities. In the long run it is advised for W.M. Wrigley Jr. Company to engage in increasing dividend payments. A major reason for this decision is the fact that W. M. Wrigley Jr. Company is currently trading rather high. For this reason, a share buyback is deemed too expensive. Also, increasing dividend signals certainty about the well-being of a company. Lastly, the fact that most of the time a higher dividend payment attracts new, very loyal, investors should not be overlooked. 4 Appendix Self reflection Due to the current situation, as a team we where forced to adapt to remote working and communicating. The usual structure and process put to the test, spawning a new way of teamwork. To reflect on the past weeks, we identify in which aspects we could improve as a team and going forward as individuals. But equally important we also reflect on proceedings that lifted or helped us. Without the usual contact events i.e. lectures and working groups, in which group members will meet, it requires more effort to plan and realize meetings to discuss the cases. Although every group member was well-willing to take out time. The result was more of a combination of individual efforts in a way which was not always as time efficient as it could have been. Because the goal of these assignments is self-development, time efficiency is not really an item. If the cases where carried out in a professional environment there is room for improvement. For future partnerships it might help, to hold on to the weekly meetings that the lectures and working groups would offer, albeit via digital communication. All in all as a group we experienced a pleasant collaboration, which is due to the general- and individual pro-active attitude. Now, it is more important than ever to be honest, supportive and to be as open as possible. Page 6