SINGAPORE INSTITUTE OF MANAGEMENT UNIVERSITY OF LONDON PRELIMINARY EXAM 2020 MODULE CODE : MODULE TITLE : FN2191 Principles of Corporate Finance DATE OF EXAM : TIME OF EXAM : DURATION : 3 hours TOTAL NUMBER : 9 OF PAGES (INCLUDING THIS PAGE) ------------------------------------------------------------------------------------------------------INSTRUCTIONS TO CANDIDATES :Candidates should answer FOUR of the following SIX questions. All questions carry equal marks. A list of formulas is given at the end of the paper. A handheld calculator may be used when answering questions on this paper and it must comply in all respects with the specification given with your Admission Notice. The make and type of machine must be clearly stated on the front cover of the answer book. DO NOT TURN OVER THIS QUESTION PAPER UNTIL YOU ARE TOLD TO DO SO. Candidates are strongly advised to divide their time accordingly. FN2191 Principles of Corporate Finance Page 1 of 17 Question 1 Network Streaming Systems (NSS) Ltd is a video production company and currently rents the building in which its production equipment is located at an annual cost of £150,000, including all service charges. The company is considering purchasing an alternative building in which to undertake its video business. These alternative premises are due to be demolished by the local council in 4 years’ time to make way for a new road. It is known that the Council will purchase the building at that time at its book value of £100,000. Because of the instability caused by the Council’s plans, NSS can purchase the building at a knock-down price of £250,000. Otherwise, since the building is located in a prime residential area, the land on which the building stands would be worth £1.8 million. Currently the building is in a state of disrepair, but a structural survey which has already been undertaken by NSS costing £3,000, recommends that the building must be upgraded at a cost of £50,000 before NSS moves in. The annual heating and lighting expenses on the new building will be £40,000, but NSS will save the annual rents on its current premises. The removal costs of moving its equipment into the new building, and the cost of moving out again in four years’ time will be £25,000 on each occasion. NSS pays corporation tax on its profits at 30%, and the tax authorities allow NSS to offset its corporate tax liabilities by using straight line depreciation on its fixed assets. You may assume that NSS has sufficient taxable profits to take full advantage of any tax shields from purchasing the building. NSS applies an opportunity cost of capital of 10 per cent to all future cash flows. Assume all annual cashflows occur at the end of the year to which they relate. (a) Determine the free cash flow in each year from the investment in the new building, explaining your treatment of costs and depreciation allowances. (10 marks) Structural improvements are an investment – include as CAPEX Cost of the survey is a sunk cost – do not include. Depreciation: straight-line from 300 to 100 à (300 - 100)/4 = 50 per year Calculate incremental after-tax FCFs: FCF = EBIT*(1-t) + Dep – CAPEX – ΔNWC + Salvage FN2191 Principles of Corporate Finance Page 2 of 17 (b) What is the project NPV? (2 marks) Discounting after-tax FCFs at 10%, NPV = £30.47K (c) NSS approaches you for advice on whether it should purchase the new building, and asks for your opinion on payback, IRR, and accounting rate of return as methods of investment appraisal. Advise NSS by comparing and contrasting the four alternative investment criteria. (8 marks) Any reasonable discussion of the drawbacks of payback, ARR and IRR vs NPV from the subject guide and/or textbook. (d) Suppose that there is a small probability that the Council might change its decision to build a road, allowing the owner to sell the land for residential development. Outline how this would change your valuation of the project. (5 marks) If there is a chance that the land could be worth £1.8million, then this increases the NPV of the project, since the decision to purchase the building includes the (real) option to sell the land for residential development. In this case, the project has a valuation with the current NPV of £30.47K with probability of (1-p) if the Council sticks with its decision to build the road, but if the Council changes its decision with probability of p, the value of the land could increase to £1.8m. In this state, NSS will be able to choose whether to sell the land for residential development or keep it as a studio in perpetuity. FN2191 Principles of Corporate Finance Page 3 of 17 Question 2 Tinpot Resources (TR), an all-equity firm, is considering purchasing the rights to operate an iron ore mine in the Pilbara region of Western Australia. Acquiring the rights will cost $50,000 today (time 0) but will also oblige TR to pay substantial environmental rehabilitation costs of $250,000 when the mine is shut down in 3 years’ time. While in operation, the mine is expected to produce 20,000 tonnes of iron ore per year, with extraction costs running at $93 per tonne. Although TR knows it can sell iron ore in the market for $100 per tonne in the first year, it faces considerable uncertainty regarding the future iron ore price, which is equally likely to rise by 10% or fall by 15% in each of the subsequent two years. There are no taxes or any other costs. Unless otherwise stated, assume any cash flows occur at the end of each year. Use a discount rate of 20% for all cash flows. Show your calculations. a) Draw a binomial tree depicting the possible market prices of iron ore during the mine’s operating life. Remember, the price in year 1 is known with certainty. What is the expected market price of iron ore in years 2 and 3? (4 marks) Binomial tree of iron ore price per tonne (u = 1.1, d = 0.85): E(P2) = 0.5*110 + 0.5*85 = $97.50 E(P3) = 0.25*121 + 0.5*93.5 + 0.25*72.25 = $95.0625 FN2191 Principles of Corporate Finance Page 4 of 17 b) Calculate the NPV of the project. Should TR purchase the rights? (6 marks) NPV = -50000 + 140,000/(1.2) + 90000/(1.2^2) – 208750/(1.2^3) = $8,362.27 Project’s NPV is positive, so TR should purchase rights to operate the mine. c) Explain why using the IRR rule is likely to result in an incorrect decision when evaluating this project (do not attempt to calculate the IRR). Be specific. (4 marks) The project has non-normal cashflows. Specifically, FCFs change sign more than once (FCF is negative at t=0 and t=3), which can result in multiple IRRs. Better answers will go on to describe/explain how multiple IRRs can produce incorrect decisions. Now assume that TR has the ability to temporarily halt extraction operations if iron ore prices move adversely. However, by doing so, it cannot avoid paying the environmental rehabilitation costs at the end of the mine’s life. d) When will TR choose to exercise this option? Explain fully. (4 marks) TR’s operating profit per tonne at each node: By halting extraction when operating profit is negative, TR can minimise its losses. This will occur if iron ore prices fall at t=2 and fall again at t=3 (shown in red in the tree above). Note that even though total FCF is negative in the middle node at t=3, TR should continue operations at this node since FCF would be even more negative if production were halted. FN2191 Principles of Corporate Finance Page 5 of 17 e) Determine the value of the abandonment option and comment on the source of the option value. (7 marks) Operating profit per tonne with temporary abandonment: Et=1(operating profit) = 7*20000 = 140,000 Et=2(operating profit) = 0.5*(17*20000) = 170,000 Et=3(operating profit) = 0.25*(28*20000) + 0.5*(0.5*20000) = 145,000 NPV(with abandonment) = -50000 + 140000/(1.2) + 170000/(1.2^2) 105000/(1.2^3) = $123,958.33 Abandonment option value: Option value = NPV(with option) - NPV(without option) = 123,958.33 – 8,362.27 = $115,596.06 Alternatively, the value of the abandonment option can be calculated directly. Temporary abandonment allows TR to: • • • Avoid an operating loss of 8*20000 = 160,000 at t = 2, which occurs with 50% probability Avoid an operating loss of 20.75*20000 = 415,000 at t = 3, which occurs with 25% probability Abandonment option value is the expected PV of losses avoided: (0.5*160,000)/(1.2^2) + (0.25*415,000)/(1.2^3) = $115,596.06 FN2191 Principles of Corporate Finance Page 6 of 17 Question 3 Canada Moose (CM), a manufacturer of high-end winter apparel, is keen to expand its offerings by introducing a new range of coats made from the fur of baby seals. This project is expected to require an initial investment of $800 million. However, a concerted campaign by animal rights activists has seen the company’s sourcing practices draw the ire of legislators. The company is eagerly awaiting the results of a key regulatory ruling that will have a material impact on the value of its existing business and future investment. Given the uncertainty, the company is unable to secure additional debt financing (it has $200 million of outstanding debt on its balance sheet) and must raise the required $800 million by issuing outside equity. The following table details the outcomes depending on whether the regulatory ruling is harsh (State 1) or soft (State 2), as well as the market’s assessment of the probability of each state. All dollar values are in millions. Probability Assets in place Investment cost NPV (Fur seal project) Debt State 1 50% 600 800 50 200 State 2 50% 1200 800 150 200 When answering this question, state any additional assumptions you may need to make. Show your calculations. a) If CM’s managers must issue equity without knowing whether the ruling will be harsh or soft, what percentage of the firm’s equity must original equity holders give up in exchange for the capital? (5 marks) Since the decision to issue equity does not convey any information about the true state, outside investors will value CM based on expectations. The expected value of CM’s equity post-issue is 1600. In exchange for $800m cash, new shareholders will demand an $800m equity stake, or 800/1600 = 50% of the postissue equity. FN2191 Principles of Corporate Finance Page 7 of 17 b) If there was no debt in CM’s capital structure, would this raise or lower the percent of equity demanded by outside investors in (a)? Explain briefly. Assume all other numbers remain unchanged. (4 marks) If CM had no debt, new investors would demand a smaller percentage stake since the expected value of equity post-issue would be 1800, not 1600. New investors would require (800/1800) = 44.44% of the post-issue equity. For the remainder of this question, assume the company has $200 million of debt in its capital structure (i.e. as per the table above). c) Now assume that management knows the true state of the world before the decision to issue and invest is made. If management is maximising the wealth of old shareholders and can sell equity at the terms described in (a), do they have an incentive to use their inside information when deciding whether to issue equity and invest? Explain. (5 marks) To determine whether to issue and invest, managers will examine the impact of this decision on the wealth of existing shareholders. If managers can issue equity on the terms determined in (a), old shareholders will retain a 50% stake in the post-issue equity, versus a 100% stake in the existing equity if managers do nothing (i.e. don’t issue and invest). Old shareholders’ wealth in each state under each scenario is shown in the table below: Since original shareholders’ wealth is higher in State 2 if managers do nothing, managers will choose not to issue and invest in State 2. The opposite is true in State 1. Old shareholders are worse off under the decision to issue and invest in State 2 because the firm would be selling underpriced shares (the market believes the firm’s post-issue equity is worth 1600 when it’s actually worth 1950). New shareholders would contribute 800m cash but receive a stake worth 0.5*1950 = $975m. The negative NPV of financing (800 - 975 = -175m) would outweigh the positive NPV of the project (150m). Similar, but opposite reasoning applies in State 1. d) If management knows the true state and announces their intention to issue and invest, what percentage of the firm’s equity must original equity holders give up in order to raise the $800 million? (Assume the market believes the managers know the true state even though the state has not been announced FN2191 Principles of Corporate Finance Page 8 of 17 to the market.) (4 marks) If management announces its intention to issue and invest, the market will infer that the true state is State 1 and consequently revise down its post-issue equity valuation of CM to $1250m. Old investors will now have to give up (800/1250) = 64% of their equity stake to raise the cash. As the value of the stake retained by old investors in State 1 ($450m = 0.36*1250) would still be higher than if the firm did not issue and invest ($400m), the equity issuance would proceed on these new terms. e) Let X be the NPV of the project in State 2. Assume all other numbers in the table above remain unchanged. How large does X have to be in order for your conclusion in (c) to change? Explain this result intuitively. Hint: note that changing X will also alter the issuance terms agreed in (a). (7 marks) If investors do not know the true state, they will value the firm based on expectations. The expected value of post-issue equity is E = 0.5*1250 + 0.5*(1800 + X) = 1,525 + 0.5X In exchange for 800m cash, outside investors will demand a fraction α of the post-issue equity such that the value of their stake is 800m in expectation: 800 = α*(1525 + 0.5X) Under these terms, managers will always choose to issue and invest in State 1 (they are selling overpriced shares). However, they will only issue in State 2 if the post-issue value of old shareholders’ wealth is greater than doing nothing (i.e. 1,000), so we need: (1 - α)(1800 + X) > 1000 Solving for X, we get X > 180.996 ≈ 181. That is, when the NPV of the project in State 2 is greater than $181m, CM will opt to issue equity and invest in State 2. Explanation: When the project’s NPV in State 2 is above 181, the NPV is ‘too good’ for old investors to pass up even if that means issuing underpriced equity. If the project NPV in State 2 is 181, then the NPV of financing (-181) exactly offsets the positive NPV of the project, so that old shareholder wealth remains $1,000 whether the firm invests in the project or not. If project NPV > 181, old shareholders are better off investing. Implication: If X > 181, managers will now issue equity and invest in both states. Hence, the decision to issue will not signal any information to market. Therefore, the equilibrium issuance terms will be set as in (a) (i.e. by expectations). FN2191 Principles of Corporate Finance Page 9 of 17 Question 4 Consider an all-equity firm whose only asset is the option of investing in one of two mutually exclusive projects. Each project requires an investment today of £400 million. Next year, project A pays £520 million with probability 80% and £200 million with probability 20%. Next year, project B pays £600 million with probability 20% and £200 million with probability 80%. After these cash flows, the firm will be shut down. There are no taxes, depreciation, or any other benefits or costs. To implement one of these projects, the firm must raise debt financing. Note that the managers of the firm act in the interest of the equityholders and that project choice occurs after debt financing is granted, so debtholders cannot control project choice after financing. However, debtholders can rationally anticipate the actions of managers. When answering this question, state any additional assumptions you may need to make. Show your calculations. For parts (a) and (b), assume all cash-flows are discounted at 0%. (a) Compute the NPVs of the two projects. Which project is better? (4 marks) The NPVs are as follows: NPV(A) = 0.8(520) + 0.2(200) - 400 = 56 NPV(B) = 0.2(600) + 0.8(200) - 400= -120. NPV(A) > 0 > NPV(B) à A is better (b) Show that the firm will be able to raise £400 million today via the issue of debt. Compute the terms of the debt (i.e. the face value) required by lenders. (5 marks) At a discount rate of 0%, debtholders will be willing to lend 400 today, only if they expect cash flows of 400 next year. Suppose that debtors believed that the firm would adopt project A (the higher and positive NPV project). Then, in order to receive an expected cash flow of 400 in one year, they would set a face value of F, where 0.8(F) + 0.2(200) = 400, thus F = 450. We need to verify that with debt outstanding with a face value of 450, equity holders would actually choose project A (otherwise debtholders may not be satisfied with a face value of 450). Cash flows to equity holders when F = 450 are as follows: From project A: 0.8(520 - 450) = 56 > From project B: 0.2(600 - 450) = 30. FN2191 Principles of Corporate Finance Page 10 of 17 So, indeed, equity holders will choose project A and debt financing will proceed on these terms (i.e. F = 450). For parts (c) and (d) assume, instead, that all cash flows are discounted at 12%. (c) Recompute the NPVs of the two projects. Which project is better? (4 marks) Now, with the higher discount rate, the NPVs are as follows: NPV(A) = (0.8(520)+0.2(200))/1.12 - 400 = 7.1. NPV(B) = (0.2(600)+0.8(200))/1.12 - 400= - 150. A is (still) better. (d) Show that the firm will not be able to raise £400 million today via the issue of debt. Explain why this is so. Be precise: show your steps and explain your reasoning. (7 marks) A discount rate of 12% means that debtholders will be willing to put up 400 today, only if they expect cash flows of 400*1.12 = 448 next year. Suppose debtholders believe the firm would adopt project A. Then, in order to receive an expected cash-flow of 448 in one year, they would set a face value of F, where 0.8(F) + 0.2(200) = 448, thus F = 510. With debt outstanding with face value of 510, will equity holders actually choose project A? Cash flows to equity holders when F = 510 are: From project A: 0.8(520 - 510) = 8 < From project B: 0.2(600 - 510) = 18. That is, equity holders will not choose project A under these terms. But, then, debtholders will anticipate this and ask for a higher face value (since F = 510 was based on the assumption that the firm picked project A). Assuming that they will at least get paid in full in the 20% state for project B, they will set F such that: 0.2(F) + 0.8(200) = 448, which gives F = 1440, which is obviously not feasible. Thus, there is no debt contract that would give debtholders their required return, and no financing will be put into place. (e) Use your answers to parts (b) and (d) to comment briefly on the following statement: "In times of financial stress, when lenders are impatient and the discount rate is high, credit markets may fail. Some firms may be excluded from debt markets, i.e. there is no interest rate at which lenders are willing to FN2191 Principles of Corporate Finance Page 11 of 17 lend to them." Speculate on which types of firms, based on this problem, are most likely to be rationed (i.e. excluded) from debt markets. (5 marks) The underlying problem is that highly indebted firms will be inclined to increase risks (asset substitution). When the discount rate is high, lenders are not willing to lend unless they are compensated highly for making loans, which means that, all else equal, they will demand a higher face value for their debt. But such higher face value demands imply that the firms that they lend to will be even more likely to increase risks, which leads lenders to ask for even higher face values, a destructive spiral. Sometimes, this can lead to a situation in which a firm cannot borrow at all – at no interest rate will lenders lend to them. Which firms are most likely to face such an outcome? Precisely the firms that have most access to asset substitution opportunities – small, risky, firms which many potential projects, including pretty risky ones. These firms will suffer the most in times when loanable funds are expensive. FN2191 Principles of Corporate Finance Page 12 of 17 Question 5 Midlife Crisis Inc. (MCI) has two assets: £1,600 in cash and an investment project. The cash is invested in the risk-free asset which earns 5% per year. The project requires an investment of £800 today and generates an expected cash flow of £1,600 one year from now. This opportunity recurs perpetually each year. Thus, for example, one year from now MCI can again invest £800 and generate £1,600 one year subsequent to that investment. MCI has 800 shares outstanding. The market equity risk premium is 5% per year, and the investment project has a CAPM beta of 1. Assume a Modigliani and Miller world. When answering this question, state any additional assumptions you may need to make. Show your calculations. (a) Should MCI invest in the project? Explain. (5 marks) Yes. Using the CAPM, the project has a cost of capital of 0.05 + 1*0.05 = 10%. At this discount rate, the project has positive NPV and should be taken each year. Specifically, NPV = -800 + 800/0.1 = 7200 (b) Suppose MCI’s CFO decides to pursue the project. What is the value of MCI? (5 marks) After investing, MCI’s value is the sum of the PV of the investment project (8000 = 800/0.1) and the remaining cash (800). Value = 8000 + 800 = 8800. (c) Suppose MCI’s CFO decides to take the project and always pay out all free cash flow as a dividend. What is MCI’s cum-dividend price expected to be one year from now? (4 marks) The CFO’s dividend policy is $1/share (800 FCF / 800 shares). Thus, the expected cum-dividend price one year from now has claim to the $1 dividend that is about to be paid as well as claim to a perpetual expected payment of $1. Thus, Price = 1 + 1/0.1 = $11 (d) MCI’s investment banker suggests that MCI instead pays out the £1,600 in cash as a dividend today, reverting to the CFO’s proposed dividend policy described in part (c) in one year. In order to continue to invest in the project, MCI must raise equity immediately after the dividend is paid to raise the cash needed for the project. How many shares must be issued to new shareholders? (4 marks) Since MCI is paying out all its cash, it will need to raise 800 to fund investment. As new shareholders will be contributing 800 of a firm that is worth 8000 post-issue, they will demand 10% of the firm’s shares. As there are currently 800 shares outstanding, N/(800+N) = 0.1 where N is the number of new shares issued. Thus N = 89. FN2191 Principles of Corporate Finance Page 13 of 17 (e) Describe both the dollar amount and timing of the expected dividend stream to old shareholders under the investment banker’s proposal. Has old shareholder wealth changed? (3 marks) Old shareholders have sold off 10% of the firm. Therefore, old shareholders will receive 1600 immediately and are expected to receive 800*0.9 = 720 in each subsequent year. The value of old shareholder wealth is equal to 1600 + 720/0.1 = 8800 which, as expected under Modigliani and Miller, is the same as in part (b) (f) If MCI no longer operates in a Modigliani-Miller world, dividend policy may no longer be irrelevant. Carefully discuss the various ways MCI's dividend policy may affect their valuation. (4 marks) Both the subject guide and the textbook discussed several ways in which dividend policy might be relevant to firm value. Some of those ways include: 1) the importance of dividends as a signal to markets concerning firm prospects, 2) optimising investors after-tax payout if dividends face differential taxation to repurchases, 3) agency costs associated with dividend payouts. FN2191 Principles of Corporate Finance Page 14 of 17 Question 6 Byder plc is considering a possible acquisition of Targetty plc. You have been asked to evaluate the merits of the proposed merger. Here are the data on the two companies before the acquisition. Targetty Byder 1,000m 5,000m P/E ratio 10 2 Expected EPS 0.5 3 Shares outstanding Byder has valued the synergies from the merger as being £2,500m. (a) If Byder wishes to finance the acquisition with shares in the merged firm, what is the maximum number of shares it would be willing to offer to Targetty's shareholders? (7 marks) Value Byder: (2*3)*5000m = £30,000m Value Targetty: (10*0.5)*1000m = £5,000m Value Synergies: £2,500m Merged firm value: £37,500m For Byder not to lose, the post-merger share price must be above £6 (its premerger share price), which implies a maximum of 6250m shares, (37500/6250 = 6) or 1,250m extra shares. So, the maximum number of new shares that can be offered is 1,250m shares for the 1,000m Targetty shares or 1.25 shares of the bidder per target share. (b) What would be the consequences of such a bid on expected earnings per share of Byder if we assume that the synergies will lead to an increase in expected earnings of £200m in the first year? Does the effect on earnings per share of the merged firm affect the merits of the transaction? (5 marks) New EPS = [500 (Targetty) + 15,000 (Byder) + 200 (Synergies)]/6,250= 2.512 This is a decline in EPS compared to Byder’s current level. However, this should not affect the decision making process of the bidder. If the deal can be done for less than 1,250 new shares, the bidder creates shareholder value (i.e. the merger is positive NPV for Byder shareholders). FN2191 Principles of Corporate Finance Page 15 of 17 (c) Instead of the share exchange, Byder has sufficient surplus cash on its balance sheet to finance the acquisition with a cash offer. Alternatively, Byder could return the cash to its shareholders before making the bid, and continue with the share exchange. How would you advise Byder to decide between the share offer and returning the cash to shareholders versus using the cash to make the acquisition? (7 marks) Value of cash offer that gives zero NPV for the merger is £5,000m + £2,500m = £7,500m. So the firm has £7,500m surplus cash on its balance sheet. In a MM world the two alternatives are the same, and the firm should be indifferent between them. When MM is violated, many factors may play a role: the answer should involve a reasonable discussion of these factors, such as share mispricing, control, taxes, and optimal capital structure considerations. (d) Independently of the specific example above, discuss the validity of risk diversification as a motivation for companies engaging in merger and acquisition activity. (6 marks) In general, diversification is not a valid motivation for M&A activity. A full answer should involve a reasonable to discussion of the potential benefits of a diversifying acquisition versus drawbacks, as discussed in the subject guide and the textbook. FN2191 Principles of Corporate Finance Page 16 of 17 LIST OF FORMULAS Capital Asset Pricing Model (CAPM) Modigliani and Miller Proposition I (no tax): VL = VU Proposition II (no tax): Re = Ra + (Ra - Rd)(D/E) Proposition I (with corporate tax): VL = VU + TcD Proposition II (with corporate tax): Re = Ra + (Ra - Rd )(1 - Tc )(D/E) Miller (1977) END OF PAPER FN2191 Principles of Corporate Finance Page 17 of 17