Chapter 15 Long-Term Financing: An Introduction Long term financing ?= Long term debt Describe the basic features of common and preferred stock. Understand the different types of bonds and how bond characteristics impact the required yield. 15-1 15.1 Some Features of Common and Preferred Stock 15.2 Corporate Long-Term Debt 15.3 Some Different Types of Bonds 15.4 Bank Loans 15.5 International Bonds 15.6 Patterns of Financing 15.7 Recent Trends in Capital Structure 15-2 What does Alphabet Inc use for long-term finance? 15-3 Internal cash flow Common stock Preferred stock Long-term debt Long-term leasing 15-4 Voting rights (Cumulative vs. Straight) Proxy voting Classes of stock Other rights ◦ Share proportionally in declared dividends ◦ Share proportionally in remaining assets during liquidation ◦ Preemptive right – the right to purchase new stock issued, so as to maintain proportional ownership 15-5 Dividends ◦ Stated dividend must be paid before dividends can be paid to common stockholders. ◦ Dividends are not a liability of the firm, and preferred dividends can be deferred indefinitely. ◦ Most preferred dividends are cumulative – any missed preferred dividends have to be paid before common dividends can be paid. Preferred stock generally does not carry voting rights. Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-6 Capital markets are markets for equity and debt instruments with original issue maturities of more than one year Bonds are long-term debt obligations issued by corporations and government units Bond markets are markets in which bonds are issued and traded ◦ Treasury notes (T-notes) and bonds (T-bonds) ◦ Municipal bonds (Munis) ◦ Corporate bonds 6-7 15-7 6-8 15-8 Debt ◦ Not an ownership interest ◦ Creditors do not have voting rights ◦ Interest is considered a cost of doing business and is tax deductible ◦ Creditors have legal recourse if interest or principal payments are missed ◦ Excess debt can lead to financial distress and bankruptcy Equity ◦ Ownership interest ◦ Common stockholders vote for the board of directors and other issues ◦ Dividends are not considered a cost of doing business and are not tax deductible ◦ Dividends are not a liability of the firm, and stockholders have no legal recourse if dividends are not paid ◦ An all-equity firm cannot go bankrupt Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-9 What does Bond look like? 15-10 7-11 15-11 7-12 15-12 Alphabet Inc Bond Issuance Prospectus (File 452B2 to SEC). 15-13 Contract between the company and the bondholders that includes: ◦ The basic terms of the bonds: par (face value), coupon rate, maturity, the total amount of bonds issued ◦ A description of property used as security, if applicable (collateral) ◦ Sinking fund provisions ◦ Call or put provisions ◦ Details of protective covenants Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-14 Secured vs Unsecured ◦ Collateral – secured by financial securities ◦ Mortgage – secured by real property, normally land or buildings ◦ Debentures – unsecured ◦ Notes – unsecured debt with original maturity less than 10 years Seniority Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-15 Payment Seniority Ranking: within each group of debt, there are finer grades (or types) of rankings. The higher the ranking, the higher priority in getting pay in bankruptcy: 1. 2. 3. 4. 5. 6. First Lien Loan – Senior Secured Second Lien Loan – Secured Senior Unsecured Senior Subordinated Subordinated Junior Subordinated 6-16 15-16 The coupon rate depends on the risk characteristics of the bond when issued. Higher risk, high coupon to compensate investors. Which bonds will have the higher coupon, all else equal? ◦ ◦ ◦ ◦ Secured debt versus a debenture Subordinated debenture versus senior debt A bond with a sinking fund versus one without A callable bond versus a non-callable bond Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-17 Which bonds will have the higher coupon, all else equal? ◦ Secured debt versus a debenture ◦ Subordinated debenture versus senior debt ◦ A bond with a sinking fund versus one without ◦ A callable bond versus a non-callable bond All else equal, we should see higher risk and hence higher coupon rates set for Debenture (compared to secured debt) Subordinated debenture (compared to senior debt) A bond without a sinking fund (compared to a bond with sinking fund) A callable bond (compared to a non-callable bond) Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-18 Make no periodic interest payments (coupon rate = 0%) How do investors make money? The entire yield to maturity comes from the difference between the purchase price and the par value Cannot sell for more than par value Sometimes called zeroes, deep discount bonds, or original issue discount bonds (OIDs) Treasury Bills and principal-only Treasury strips are good examples of zeroes Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-19 Information needed for valuing pure discount bonds: ◦ Time to maturity (T) = Maturity date - today’s date ◦ Face value (F) ◦ Discount rate (r) $0 0 $0 $0 $F 2 T 1 T Present value of a pure discount bond at time 0: F PV T (1 r) 15-20 Find the value of a 30-year zero-coupon bond with a $1,000 par value and a YTM of 6%. $0 0 $0 $0 $ 1, 0 0 0 2 29 30 PV F $1,000 T 3 0 $174.11 (1.06) (1 r) =PV(6%, 30, 0,-1000) 15-21 Apple Bond Issuance Propspectus (File 452B2 to SEC). What is its yield to maturity (YTM)? In Excel: RATE( nper, pmt, pv, [fv], [type], [guess] ) =RATE(26, 2.5,-992.48,1000,0)=0.28% 15-22 Alphabet Inc Bond Issuance Prospectus (File 452B2 to SEC). What is its yield to maturity (YTM)? 15-23 Coupon rate floats depending on some index value Examples – adjustable rate mortgages and inflationlinked Treasuries There is less price risk with floating rate bonds. ◦ The coupon floats, so it is less likely to differ substantially from the yield to maturity. Coupons may have a “collar” – the rate cannot go above a specified “ceiling” or below a specified “floor.” Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-24 Income bonds Convertible bonds Call or Put bonds There are many other types of provisions that can be added to a bond, and many bonds have several provisions – it is important to recognize how these provisions affect required returns. Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-25 Eurobonds: A eurobond is a special type of bond issued in a currency that is different from that of the country or market in which the bond is issued. Eurobnds normally are issued simultaneously in the bond markets of several countries. ◦ For example, GE’ US Dollar bonds issued in Italy. Foreign bonds: bonds issued in another nation’s capital market by a foreign borrower ◦ For example, GE’s Euro bonds issued in Italy. Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-26 Lines of Credit ◦ Provide a maximum amount the bank is willing to lend ◦ If guaranteed, referred to as a revolving line of credit Syndicated Loan ◦ Large money-center banks frequently have more demand for loans than they have supply. ◦ Small regional banks are often in the opposite situation. ◦ As a result, a lager money center bank may arrange a loan with a firm or country and then sell portions of the loan to a syndicate of other banks. ◦ A syndicated loan may be publicly traded. Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-27 Internally generated cash flow dominates as a source of financing ◦ This preference has increased through time Net stock buybacks accelerated in 2002-2007 ◦ Declined in 2008, likely as a result of the financial crisis Debt ratios for U.S. non-financial firms have been below 50 percent of total financing. Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-28 Uses of Cash Flow (100%) Sources of Cash Flow (100%) Capital spending Internal cash flow (retained earnings plus depreciation) Net working capital plus other uses Internal cash flow Financial deficit Long-term debt and equity External cash flow 15-29 0 Value r% 1 2 CF1 CF2 ... N CFN CF1 CF2 CFN Value ... 1 2 (1 r) (1 r) (1 r)N 7-30 15-30 0 1 2 100 100 r%=10% VB = ? VB VB INT (1 rd ) 1 $100 1 INT (1 rd ) ... 2 N ... 100 + 1,000 ...... $100 10 INT (1 rd ) N Par Value (1 rd ) N $1,000 (1.10) (1.10) (1.10)10 VB $90.91 ... $38.55 $385.54 VB $1,000 7-31 15-31 This bond has a $1,000 lump sum (the par value) due at maturity (t = 10), and annual $100 coupon payments beginning at t = 1 and continuing through t = 10, the price of the bond can be found by solving for the PV of these cash flows. The bond sells at par. INPUTS OUTPUT 10 10 N I/YR PV 100 1000 PMT FV Excel: =PV(10%,10,100,1000,0) 7-32 15-32 This bond has an annual coupon payment of $130. Since the risk is the same the bond has the same yield to maturity as the previous bond (10%). In this case the bond sells at a premium because the coupon rate exceeds the yield to maturity. INPUTS 10 10 N I/YR PV 130 1000 PMT FV OUTPUT Excel: =PV(10%,10,130,1000,0) 7-33 15-33 This bond has an annual coupon payment of $70. Since the risk is the same the bond has the same yield to maturity as the previous bonds (10%). In this case, the bond sells at a discount because the coupon rate is less than the yield to maturity. INPUTS 10 10 N I/YR PV 70 1000 PMT FV OUTPUT Excel: =PV(10%,10,70,1000,0) 7-34 15-34 1.Multiply years by 2: Number of periods = 2N 2.Divide nominal rate by 2: Periodic rate (I/YR) = rd/2 3.Divide annual coupon by 2: PMT = Annual coupon/2 INPUTS 2N rd/2 OK cpn/2 OK N I/YR PV PMT FV OUTPUT 7-35 15-35 1.Multiply years by 2: N = 2 x 10 = 20. 2.Divide nominal rate by 2: I/YR = 13/2 = 6.5. 3.Divide annual coupon by 2: PMT = 100/2 = 50. INPUTS 20 6.5 N I/YR PV 50 1000 PMT FV OUTPUT Excel: =PV(6.5%,20,50,1000,0) 7-36 15-36 Describe the basic characteristics of common and preferred stock. Differentiate between cumulative voting and straight voting. Identify the rights of shareholders and bondholders. How would the following characteristics impact the yield on a bond: ◦ Callable ◦ Sinking Fund Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 15-37