Finance I – Course Summary Lecture 1 – Fixed Income - - Bond terminology: o Parameters: 1) Face value, 2) Maturity, 3) Coupon (rate) o Types: Government (e.g., T-Bills) , Corporate (callable, convertible), International o Risk: Investment-grade (>= Baa3/BBB), High-yield/Junk (<=Ba1/BB+) Spot rates: 1 o π«ππ = (1−π )π‘ where ππ‘ is the annual interest (spot) rate and π·πΉπ‘ is the discount factor o - - π‘ Term structure/yield curve = spot rates as function of maturity βͺ Upward sloping → periods of economic expansion βͺ Downward sloping → periods of economic slowdown/recession Forward rates: o Forward rate π ππ» from year t to year t+T: (1 + ππ‘ )π‘ (1+π‘ ππ )π = (1 + ππ‘+π )π‘+π o Expectation Hypothesis: Forward rates = Expected spot rate βͺ Upward-sloping term structure → rates will go up βͺ Downward-sloping term structure → rates will go down Bond pricing: π 100 o Formula: ππππ΅πππ = ∑ππ‘=1 (1+π )π‘ + (1+π )π where π is the coupon, π is the time to π‘ o o π maturity, ππ‘ is the spot rate at year π‘, and the bond has a face value of 100 Key assumption: absence of arbitrage (holds empirically, otherwise one could synthetically replicate any bond with a portfolio of zero-coupon bonds) Yield to maturity: interest rate that makes the present value of a bond’s payments equal to its price (also referred to as redemption yield, IRR of a bond) Lecture 2 – Financial Cash Flows and Accounting Numbers - - Cash Flows vs Accounting Profits: for NPV we need to reverse accounting calculations o Deduct tax o Add depreciation o Deduct CAPEX (at beginning) Free Cash Flow calculation: o Conceptually: πΉπΆπΉπ‘ = πΆππ β ππππππ€ ππ‘ π‘πππ π‘ − πΆππ β ππ’π‘ππππ€ ππ‘ π‘πππ π‘ o Formula: πΉπΆπΉπ‘ = πΈπ΅πΌπ(1 − π) + π·ππππππππ‘πππ − πΆπ΄ππΈπ − ππΆ πππππππ π where T is the tax rate and WC is working capital = inventories + acc. receivable – acc. payable o Depreciation Tax Shield: π·ππππππππ‘πππ ∗ π βͺ πΈπ΅πΌπ(1 − π) + π·ππππππππ‘ππ = (πΈπ΅πΌππ·π΄ − π·ππππππππ‘πππ)(1 − π) − π·ππππππππ‘ππ = πΈπ΅πΌππ·π΄ (1 − π) + π·ππππππππ‘πππ ∗ π Lecture 3 – Risk and Return - - Returns and Variability: o Risk (or volatility) = Standard Deviation in Returns o Risk premium = Difference between mean of assets and zero-risk (T-Bill) returns Portfolio theory: o Expected return of a portfolio: πΈ(π ππππ‘πππππ ) = ∑π π=1 π₯π (πΈπ ) where π is the number of assets in the portfolio and π₯π is the % weight of any given asset π in the portfolio o Variance of the portfolio return: 1 With a two-asset portfolio: ππ 2ππππ‘πππππ = π₯12 ππ 21 + π₯22 ππ 22 + 2π₯1 π₯2 ππ 1 ,π 2 where ππ 1 π 2 = ππ 1 ,π 2 ππ 1 ππ 2 and π₯1 + π₯2 = 1 2 βͺ With a multi-asset portfolio: ππ 2ππππ‘πππππ = ∑π π=1 π₯π πππ (π π ) + 2 ∑π<π π₯π π₯π πΆππ£ (π π , π π ) where ∑π π=1 π₯π = 1 Portfolio frontier (or efficient frontier): set of portfolios that maximise expected return for a given level of standard deviation βͺ Expected return of the portfolio varies linearly with weights but the variance of the portfolio does not vary linearly with weights (see mean-variance-analysis) βͺ Correlation coefficient π is key parameter for diversification – if π = +1 no benefit from diversification, if π = −1 maximum benefit from diversification 2 βͺ Mean-variance optimization: solve for min πππππππππ while πΈ(π ππππ‘πππππ ) = πΈ βͺ Special cases: • Adding a risk-free asset → frontier is straight line connecting the riskfree rate and the tangent portfolio • Multi-asset portfolio → can compute the frontier via Excel Solver βͺ o Lecture 4 – CAPM and the Cost of Capital - - Limits of diversification: o Specific risk can be diversified (diversifiable), but not market risk (not diversifiable) o As π → ∞ where π is the number of assets in the portfolio, ππ 2ππππ‘πππππ → ππ 2ππππππ‘ o Yet, not all companies are affected alike by market risk (e.g., food, luxury, water) Capital Asset Pricing Model (CAPM): o Market portfolio: Risk of an asset π depends on the correlation (covariance) of the asset’s returns with returns on the market portfolio (π π , all assets traded in the market) o - Asset beta: π½π = πΆππ£ (π π ,π π ) πππ (π π ) βͺ Measures part of the total variation of the individual asset that is not diversifiable βͺ Measures risk / exposure to market risk o CAPM core theorem: πΈ (π π ) = π π + π½π ∗ πΈ(π π − π π ) βͺ Expected return on an asset should be proportional to undiversifiable market risk βͺ In a market where investors can diversify by holding many assets, risk premium is proportional to beta βͺ Specific risk can be eliminated by holding diversified portfolios and therefore investors do not require compensation for it o CAPM key insights: βͺ One should use the beta as a measure of asset risk and not the standard deviation βͺ Beta measures the part of an asset’s variation that moves together with the market βͺ A very volatile stock can have a low beta if its correlation with the market is low o Estimating beta: βͺ Obtain data on security returns, returns on the market and the risk-free rate βͺ Regress security returns less risk-free rate on market returns less risk-free rate βͺ Beta is the slope of the above regression Cost of capital: o Terminology: βͺ Enterprise Value: πΈπ = π·πππ‘ + πΈππ’ππ‘π¦ π·πππ‘ π· πΈ βͺ Leverage (Ratio): πΏπ = = =1− πΈππ‘πππππππ ππππ’π o o π·+πΈ πΈ π·+πΈ π· Weighted Average Cost of Capital: ππ΄πΆπΆ = ππΈ ∗ + ππ· ∗ π·+πΈ π·+πΈ βͺ ππΈ = πΈ (π πΈ ) = π π + π½πΈ ∗ πΈ(π π − π π ) βͺ ππ· = πΈ (π π· ) = π π + π½π· ∗ πΈ(π π − π π ) Using betas: 2 βͺ βͺ βͺ βͺ π·π« = πππ‘π ππ π πππ π·π¬ = πππ‘π ππ ππππππ (ππ πππππππ πππ‘π) π· πΈ π·π¨ = π½π· ∗ + π½πΈ ∗ = πππ‘π ππ ππππππ (ππ πππππππππ πππ‘π) π·+πΈ π·+πΈ → used for cost of capital in DCF (cash available to equity- and debt-holders) Some special cases: • If equity beta is not available (e.g., for a privately held firm), use the asset beta of a comparable, consider leverage, and assume a debt beta • When debt of a firm is publicly traded, use the returns on corporate bonds to estimate the debt beta • When debt of a firm is risk free, set the debt beta to zero Lecture 5 – Company Valuation - - Valuation techniques: o Absolute: DCF (Disc. Free Cash Flows, Disc. Equity Cash Flows, PV of Dividends) o Relative: Multiples (P/E, EV/EBITDA, EV/FCF, Market-to-book, etc.) o Mixed: Discount early cash flows, then apply multiple to terminal value Discounted FCF: o Project FCF for T years (until firm has stabilised) o Take FCF in T+1 and assume constant growth rate g o Discount FCF using WACC or π π΄ ππͺππ»+π o Sum NPV of cash flows until year T plus terminal value (= ) πΎπ¨πͺπͺ−π - PV of Dividends: o Value shares as securities with dividends (i.e., Share price = PV(Future Dividends)) o Not used practice (many stocks do not pay dividends) but good back-of-the-envelop π· o π0 = ∑ππ‘=1 (1+π π‘ )π‘ where ππ‘ is the stock price at time π‘ and π·π‘ is the dividend at time π‘ - Constant Growth Formula (Gordon Model): o Suppose dividends grow at a constant rate g forever: π·π‘ = π·π‘−1 (1 + π) = π·0 (1 + π)π‘ π· o Then we can use the formula for a Growing Perpetuity: π0 = 1 - Discounted Equity FCF: o Value equity by calculating the NPV of the Equity FCF o Use the cost of equity as the discount rate and add debt to get to enterprise value Comparables: o Idea: certain financial ratios/multiples must be comparable between firms in an industry (especially those of similar size), because they face the same opportunities and challenges o Advantages: βͺ Commonly used βͺ Easy to compute βͺ Intuitive interpretation βͺ Lots of historical data o Disadvantages: βͺ Sensitive to differences in accounting choices, leverage, strategy βͺ Varies over time and with market conditions βͺ Not easy to compute for loss making firms o Assumptions: βͺ Companies have similar risk and growth opportunities βͺ Earnings (or some other measure) are a good measure of sustainable cash flows Choice of valuation technique: o In practice, a mixture is used βͺ If cash flows can be predicted “reasonably” well, emphasise DCF βͺ If there are many similar firms being valued, emphasise comparables πΈ π πΈ −π - - 3 o Common mixed techniques: βͺ Discount cash flows for the first 5/10 years and for the terminal value uses a multiple instead of the perpetuity formula, avoiding TV calculation via g βͺ Compute various valuations and find an average / median Lecture 7 – Market Efficiency - - - - Definitions: o Fama (1970): a market is efficient if prices fully reflect all available information o Jensen (1978): a market is efficient if it is impossible to make excess profits by trading on information → takes into account transaction costs Forms of market efficiency: o Weak-form: security prices reflect all information contained in past prices → Technical analysis does not provide excess returns. o Semi-strong-form: security prices reflect all publicly available information → Fundamental analysis does not provide excess returns. o Strong-form: security prices reflect all information, whether public or private → Inside information does not provide excess returns o Strong-form implies semi-strong-form implies weak-form efficiency Key assumptions: o If information is not incorporated, arbitrage is possible, but by trading information becomes incorporated (only need a few “smart” investors) o Private information can be inferred from trades, thus becoming incorporated o Excess profits after adjusting for risk and cost Recent challenges to market efficiency: o Violations of Weak-Form: βͺ Recency bias → Overextrapolation (e.g., long-run reversal: “losers” overperform) βͺ Confirmation bias → Underreaction (e.g., short-run momentum: “winners” overperform) o Violations of Semi-Strong-Form: βͺ Numerous profitable trading strategies (e.g., shorting suppliers on bad news for customer, “sin” stocks, value vs “glamour” stocks, small stocks) βͺ Earnings announcements drift (adjustments take time – e.g., 60 days on average) βͺ Corporate governance (e.g., provisions, jets, CEO incentives) βͺ CSR (e.g., Best Companies to Work for, American Customer Satisfaction Index) o Support for Semi-Strong-Form: βͺ Active Equity Funds (few outperform the market) βͺ Adjustment to new info (happens instantaneously – e.g., Challenger Crash) o Violations of Strong-Form: βͺ Insider trading (e.g., insiders can obtain superior returns by trading) o Other challenges to “traditional” finance: βͺ Sentiment affects trading (e.g., football game outcomes) Lecture 8 – Capital Structure - - Capital structure matters for firm value: o Too high leverage → firm can go bankrupt o Too low leverage → firm can pay high cost of capital o Suboptimal capital structure → risks takeover or management change (e.g. hostile LBOs) Leverage: o Systematic differences in leverage βͺ Across industries βͺ Across countries 4 o o βͺ Over time Yet, leverage is irrelevant in perfect markets βͺ Intuition: total cashflows stay the same, so π π΄ stays the same βͺ Common mistake: if ππΈ > ππ· , leverage decreases the WACC and increases firm value as future cash flows are less discounted βͺ But: equity beta is determined by the asset beta (business risk) and the debt beta (financial risk), the more leverage the more sensitive/volatile equity returns get βͺ In other words: an increase in the debt/equity ratio results in an increase in the expected return on equity, such that the WACC stays the same βͺ Why it matters: it tells us that capital structure choice should only be driven by market imperfections (e.g., taxes, bankruptcy cost) The effect of corporate taxes: βͺ Tax advantage of debt: interest payments are tax-deductible βͺ Adjusted present value: value of the levered firm is equal to that of the unlevered firm plus the PV of the tax shields on the debt βͺ Tax shield = π‘π π·πΏ where π‘π is the tax rate and π·πΏ is the value of debt βͺ Debt fixed vs rebalanced: if the value of debt is fixed, the tax shield is safe and we can discount at ππ· ; if the value of debt is dynamically rebalanced the tax shield is risky and discounted at ππ΄ βͺ Discount rates in different scenarios: βͺ βͺ o Limit from effective vs. statutory tax rates: tax losses can only be carried forward a limited amount of time The effect of bankruptcy costs: βͺ βͺ - Direct cost: fees for administrators (lawyers, accountants, consultants etc.) and difficulty in recovering collateral βͺ Indirect cost: assets fetch less in fire sale, intangible assets worth significantly less in bankruptcy, loss of employees/customers/suppliers o Trade-off theory of capital structure: weigh btw. tax advantage and bankruptcy cost Key takeaways: 5 Lecture 9 – Mergers and Acquisitions - - - - - Definitions: o Merger (= merger of equals): when two firms join together and form a single firm o Acquisition (or takeover): when an acquirer or bidder buys a target, which then becomes a subsidiary of the acquirer o Buyout: when a public firm is bought and then taken private o Horizontal merger: between firms in the same industry and the same stage of the production process o Vertical merger: between firms in the same industry (or, more broadly, value chain) but different stages of the production process o Conglomerate merger: between firms in different industries Types of mergers: o Mergers that create value (i.e., grow the pie) o Mergers that redistribute value (i.e., split the pie differently) o Mergers that destroy value (i.e., shrink the pie) Mergers that create value: o Operational synergies → > contracts if high relationship specificity (hold-up problem) βͺ Revenue synergies (Economies of scope, combining complementary assets) βͺ Cost synergies (Economies of scale, consolidation of excess capacity) o Financial synergies → Create internal capital markets o Disciplinary → get rid of underperforming target management Mergers that redistribute: o Tax inversion or unused tax shields: redistribute from government o Market power: redistribute from customers and suppliers o Market inefficiency: redistribute from target shareholders Mergers that destroy value: o Size: empire building by management o Behavioural: overconfidence/hubris, escalation of commitment o Surplus funds: firm has more cash than investment opportunities o Diversification: conglomerates avoid idiosyncratic risks o EPS accretion (vs dilution): EPS increase if π/πΈπ΄ > π/πΈπ (stock financed), π/πΈπ· = 1 1 > π/πΈπ (debt financed), π/πΈπ· = > π/πΈπ (cash financed) ππ· - - - - ππ· Economic gains from mergers: o Δππ΄π = ππ΄π − (ππ΄ + ππ ) where ππ΄ and ππ are the equity values of the companies o Δππ΄π > 0 if there are economic gains regardless of how the merger is financed o Acquisition premium = difference btw. price paid for the target and standalone value → acquirer should only proceed if premium < value created (and it can capture) o Acquirer gain = ππ΄π − ππ΄ − π, Target gain = π − ππ o π = π₯ππ΄π in stock financed deals Empirical evidence on merger value creation: o Targets gains significantly βͺ Gain more in cash- vs stock-financed deals (risk of merger value creation) βͺ Get most of the value because i) auctions and ii) bad mergers o Acquirers gains close to zero Merger structures: o Friendly: Deal with management o (Often) Hostile: Deal with target shareholders (tender offer) Takeover resistance: o Objectives: Increase price (creates shareholder value), Avoid takeover (may not) o Methods pre-offer: Staggered board, Supermajority, Poison pills o Methods post-offer: Litigation, Public relations, White knight, Asset restructuring, Implementing bidder recommendations 6