Business 35200 Corporation Finance Professor Pascal Noel Pascal Noel – Corporation Finance 35200 1 Who Am I ... • Education ➢ B.A., Yale (Economics; and Ethics, Politics, and Economics) ➢ M.Sc., London School of Economics (Economics) ➢ Ph.D., Harvard (Economics) • Worked as an economic advisor to President Obama on the White House National Economic Council ➢ Dodd-Frank financial regulatory reform bill ➢ Response to foreclosure crisis • Research focus: Household finance ➢ Apply concepts of corporate finance to households ➢ Ex: Mortgage debt restructuring, response to financial stress Pascal Noel – Corporation Finance 35200 2 Course Material • Text: Berk and DeMarzo (4th or 5th ed.) • Canvas site: http://canvas.uchicago.edu ➢ Syllabus and class schedule ➢ Zoom links ➢ Lecture slides ➢ Cases and case questions (not solutions) ➢ Additional readings ➢ Problem sets & solutions ➢ Announcements Pascal Noel – Corporation Finance 35200 3 Course Requirements • Final grade based on ➢ Final Exam ➢ Midterm (optional) ➢ Case Write-ups ➢ Valuation project ➢ Course Participation 40% 30%* 10% 10% 10% • Note 1: I will occasionally cold call, especially during case discussions • Note 2: Answering classmate questions on canvas counts for this • Two types of cases ➢ 2 “star cases” graded on ten-point scale ➢ 3 “normal cases” credit/no-credit • Valuation project ➢ Details on syllabus and in week 9 Module on Canvas • Readings: textbook, lecture notes, cases, and a few additional notes ➢ Relatively little reading for this course ➢ Focus on understanding and working with the key concepts Pascal Noel – Corporation Finance 35200 4 Administrative Information • You must take midterm and final exam, in person, in the section you are registered for ➢ Only exception: medical emergency ➢ Allowed cheat sheets (1 front/back for midterm, 2 for final) • Groups for cases ➢ Up to 4 people per group; one submission per group ➢ Answers to case studies will not be posted or distributed ➢ No late submissions are accepted ➢ Sign up for groups online before first case is due • Groups for valuation project ➢ 10 groups (6-7 people per group). Choose by week 7. • Problem sets are optional and not to be handed in ➢ Discussed in review sessions ➢ Most similar to midterm and exam • YOU MUST ADHERE TO THE BOOTH HONOR CODE Pascal Noel – Corporation Finance 35200 5 Administrative Information • Office Hours: by appointment • Teaching Assistant ➢ Bhanu Koduru (bkoduru@chicagobooth.edu) • Where to direct questions outside of class ➢ Course material or logistics: discussion section of Canvas site (do not email me or the TA, post questions instead) ➢ Personal questions (e.g., medical emergency necessitating exam rescheduling): email me directly • Review sessions not mandatory, but highly recommended ➢ Held over zoom Pascal Noel – Corporation Finance 35200 6 Other Administrative Information • After each lecture: ➢ Case questions for following week ➢ Problem set questions and solutions for current week • For class each week ➢ Cases/group project (except weeks 5 & 6) ➢ Reading ➢ Do not hand in problem sets (but do them!) Pascal Noel – Corporation Finance 35200 7 How You Can Help • Please speak up if you can’t read my whiteboard notes. This is my fault, not yours! • (Legitimate) complaints about this will count as positive class participation • I will post a copy of the whiteboard notes after class Pascal Noel – Corporation Finance 35200 8 Overview of the Course Part I: Capital Budgeting (Assets side) ➢ ➢ ➢ What real assets should the firm invest in? Project valuation (cash flows & discount rates) Tools: WACC, APV, real options Part II: Financial Policy (Liabilities side) ➢ ➢ ➢ How should projects be financed? Debt, equity, information problems, taxes Payout policy Part III: Additional Topics ➢ ➢ M&A Valuation group project Pascal Noel – Corporation Finance 35200 9 Main Goal of Course 1. Acquire the tools necessary to evaluate the profitability of investment projects 2. Acquire a conceptual framework for analyzing financing decisions 3. Apply this body of knowledge to cases in more complex situations • These skills are fundamental tools when making business decisions across areas ➢ I-Banking, Consulting, Private equity, Startups • Note: This is not an accounting class ➢ Focus on applying the concepts taught in this course with reasonable accounting assumptions Pascal Noel – Corporation Finance 35200 10 After Corporate Finance ... • BUS 35201: Cases in Financial Management ➢ Case course, everybody should take this course • BUS 35202: Financial Markets and Institutions ➢ Theoretical analysis of banking and bankruptcy • BUS 35206: Advanced Topics in Corporate Finance ➢ Deeper analysis of selected topics • BUS 35210: International Corporate Finance • BUS 35211: The Analytics of Financial Crises • BUS 35214: Debt, Distress and Restructuring • BUS 34101: Entrepreneurial Finance and Private Equity ➢ Structuring and evaluating entrepreneurial projects • BUS 35213: The Fintech Revolution • BUS 35215: Behavioral and Institutional Finance • BUS 35902: Theory of Financial Decisions II/III Pascal Noel – Corporation Finance 35200 11 Student Introductions Pascal Noel – Corporation Finance 35200 12 Lecture 1A: Cash Flows and PV Pascal Noel – Corporation Finance 35200 13 Overview • Cash Flows (CF) and Present Value (PV) ➢These are two fundamental concepts in Corporate Finance ➢This is partly a review • Readings: 4.1-4.5; 8.1-8.4 ➢May want to brush up on chapters 1-3 Pascal Noel – Corporation Finance 35200 14 Valuing a project: DCF • Valuing a project requires a comparison of benefits and costs • In finance, benefits and costs of a project are measured in cash flows • Problem: cash flows often occur in the future, at different points in time • Solution: convert all cash flows to a common point in time => Present Value (PV) ➢ Treat project cash flows like a financial security. Similar to PV of a financial security’s cash flows (Business 35000) ➢ What counts as cash? Pascal Noel – Corporation Finance 35200 15 Present value • Cash received in the future is worth less (time value of money) • Suppose you have a cash flow that continues to time T C1 C2 CT PV0 = + + ... + 2 (1 + r ) (1 + r ) (1 + r )T • Now suppose you have a cash flow with a fixed sum (C) that lasts forever. This is called a perpetuity. Let’s price one ... Pascal Noel – Corporation Finance 35200 16 PV formulas: Perpetuity C C C PV = + + + ... 2 3 (1 + r ) (1 + r ) (1 + r ) • Multiply both sides by (1+r): C C (1 + r )PV = C + + + ... 2 (1 + r ) (1 + r ) • Subtract the first from the second and rearrange: C PV = r Pascal Noel – Corporation Finance 35200 Example 17 PV formulas: Perpetuity and Annuity • PV today of perpetuity starting tomorrow: ➢ PV = C/r • PV today of growing perpetuity starting tomorrow: ➢ PV = C/(r-g) Example • PV today of annuity that pays a fixed sum (C) each year for a given number of years (T) ➢ 1 C 1 C 1 PV = − =C − T T r (1 + r ) r r r (1 + r ) Pascal Noel – Corporation Finance 35200 18 Making Decisions: The NPV Rule • Present value of all cash flows of a project is called the Net Present Value (NPV) of the investment • NPV Rule ➢ Take all projects with NPV > 0 and ➢ Reject all projects with NPV < 0 • Equivalent Statement ➢ Buy the security if the PV of its future cash flows is greater than the purchase price Example • What if we have to choose among projects? Pascal Noel – Corporation Finance 35200 19 A DCF Example • You are the CEO of a microchip manufacturing company • You know the cash flows of an investment in a new technology will be: ➢ –$35M from investment today (at time=0) ➢ $20M annual after-tax cash flow starting in a year (at time=1) and growing at a 5% rate ➢ Final cash flow comes at the end of the 7th year ➢ No salvage value of new technology at the end • Investing in an alternative project with equivalent risk has an expected return of 9% ➢ 9% is therefore the opportunity cost of capital in this example Pascal Noel – Corporation Finance 35200 20 Cash Flows from the New Technology time date 0 Jan-06 1 Jan-07 Microchip Project 2 3 4 Jan-08 Jan-09 Jan-10 5 Jan-11 6 Jan-12 7 Jan-13 Cash Flow* *in millions Pascal Noel – Corporation Finance 35200 21 Cash Flows from the New Technology Microchip Project 2 3 4 Jan-08 Jan-09 Jan-10 time date 0 Jan-06 Cash Flow* $(35.00) $ 20.00 $ 21.00 $ 22.05 $ 23.15 $ 24.31 $ 25.53 $ 26.80 1 Jan-07 5 Jan-11 6 Jan-12 7 Jan-13 *in millions Pascal Noel – Corporation Finance 35200 22 Cash Flows from the New Technology Microchip Project 2 3 4 Jan-08 Jan-09 Jan-10 time date 0 Jan-06 Cash Flow* $(35.00) $ 20.00 $ 21.00 $ 22.05 $ 23.15 $ 24.31 $ 25.53 $ 26.80 1 Jan-07 5 Jan-11 6 Jan-12 7 Jan-13 *in millions NPV = −35 + 20.00 21.00 22.05 23.15 24.31 25.53 26.80 + + + + + + 2 3 4 5 6 (1.09) (1.09) (1.09) (1.09) (1.09) (1.09) (1.09)7 = 80.13 So these cash flows are worth $80.13M. Pascal Noel – Corporation Finance 35200 23 Questions 1. What does the NPV rule tell us about whether we should build the microchip factory? 2. What if the project had a negative NPV at the 9% opportunity cost of capital? 3. Suppose the project had a negative NPV at 9% but a positive NPV at 8%, and a banker approaches us who is willing to loan us money at 8% 4. What if the best loan rate we can get from a bank is 10%? Pascal Noel – Corporation Finance 35200 24 What is Cash Flow? • NOT accounting earnings • We are interested in actual cash flows that accrue to investors • Why might these be different? Pascal Noel – Corporation Finance 35200 25 Example: Fertilizer project • Think about following project: ➢ Investment up front of $10 million ➢ Can be dismantled and sold for $1.949 million after 7 years ➢ Forecasts of sales, costs, depreciation, pretax and after-tax profits are available Pascal Noel – Corporation Finance 35200 26 Income Statement to Cash Flows Projected Income Statement for the Project ($ thousands) Sales Cost of goods sold Startup and SG&A costs Depreciation Pretax profit (EBIT) Interest Tax Profit after tax 0 1 0 0 4,000 0 -4,000 0 -1,400 -2,600 523 837 2,200 1,583 -4,097 0 -1,434 -2,663 2 12,887 7,729 1,210 1,583 2,365 0 828 1,537 3 32,610 19,552 1,331 1,583 10,144 0 3,550 6,593 4 48,901 29,345 1,464 1,583 16,509 0 5,778 10,731 5 35,834 21,492 1,611 1,583 11,148 0 3,902 7,246 6 19,717 11,830 1,772 1,583 4,532 0 1,586 2,946 • Typical format of income statement that analysts get • Question: Can we take the profit after tax line and plug it into the present value equation to get the NPV? ? NPV = −2600 + Answer: No. −2663 1537 6593 10731 7246 2946 + + + + + (1 + r ) (1 + r ) 2 (1 + r )3 (1 + r ) 4 (1 + r )5 (1 + r )6 Pascal Noel – Corporation Finance 35200 27 Important Cash Flow Rules • Four basic ingredients in cash flows are: ➢ In: Revenues ➢ Out: Costs, investments, taxes • Depreciation is NOT a cash flow ➢ But it does affect taxes • Interest expense is NOT a cash flow (for now) ➢ We want to separate the investment and financing decisions. So, for now, evaluate projects as if they are “all equity financed” • Only discount “incremental cash flows” ➢ Either discount total firm cash flows with vs. without project OR discount incremental cash flows of project only • Don’t forget opportunity cash flows ➢ Real estate ➢ Own time Pascal Noel – Corporation Finance 35200 28 Free Cash Flow = Revenues – Costs – Investments – Taxes = Revenues – Costs – Investments – tc*(Revenues – Costs – Depreciation) = (1 – tc)(Revenues – Costs) – Investments + tc*Depreciation = (1 – tc)(Revenues – Costs – Depreciation) – Investments + tc*Depreciation + (1 – tc)* Depreciation = EBIT*(1 – tc) + Depreciation – Investments Note: EBIT= Revenues – Costs – Depreciation tc = marginal corporate tax rate Pascal Noel – Corporation Finance 35200 29 Components of Investments Four main investment cash flows: 1. Initial capital expenditures 2. Required ongoing capital expenditures 3. Change in net working capital (NWC) • Generally, NWC = CA – CL • In this class, NWC = Inventories + Accounts receivable – Accounts payable • Why is change in NWC an Investment? 4. Terminal value → Investments = Initial CAPX + Ongoing CAPX + Change in NWC - TV Pascal Noel – Corporation Finance 35200 30 More About Terminal Value • Idea: at the end of the planning horizon, a project may still have some value ➢ If project is liquidated or sold at the end of the horizon, we calculate its salvage value (“Liquidation Method”) ➢ If the project will continue indefinitely, we calculate its continuation value (“Perpetuity Method”) Pascal Noel – Corporation Finance 35200 31 Method 1: Salvage Value (“Liquidation”) • Appropriate method if machine or project going to be sold off at the end of the horizon • Best for slow growing companies • Start with estimate of sale price of machine in the year “after” the final forecasted cash flow • Consider tax implications ➢ If book value > selling price, the firm realizes a tax shield on capital loss ➢ If selling price > book value, the firm pays tax on capital gain ➢ Simplest case: selling price = book value → no tax liability Pascal Noel – Corporation Finance 35200 32 Back to Fertilizer Project Example • Think about following project: ➢ Investment up front of $10 million ➢ Can be dismantled and sold for $1.949 million after 7 years ➢ Forecasts of sales, costs, depreciation, pretax and after-tax profits are available • What are the cash flows? Pascal Noel – Corporation Finance 35200 33 Practice at home: Fertilizer project 0 1 2 3 4 5 6 7 Note: Balance Sheet Information Net Working Capital 0 Accumulated Depreciation 0 550 1,583 1,289 3,167 3,261 4,750 4,890 6,333 3,583 7,917 2,002 9,500 0 0 Cash Flow Calculation EBIT Tax at 35% EBIAT Depreciation 1. Initial Expenditures 2. Ongoing Expenditures 3. Change in NWC 4. Terminal Value Investments Cash Flow -4,097 -1,434 -2,663 1,583 0 0 550 0 550 -1,630 2,365 10,144 16,509 11,148 828 3,550 5,778 3,902 1,537 6,594 10,731 7,246 1,583 1,583 1,583 1,583 0 0 0 0 0 0 0 0 739 1,972 1,629 -1,307 0 0 0 0 739 1,972 1,629 -1,307 2,381 6,205 10,685 10,136 4,532 1,586 2,946 1,583 0 0 -1,581 0 -1,581 6,110 0 0 0 0 0 0 -2,002 -1,442 -3,444 3,444 -4,000 -1,400 -2,600 0 10,000 0 0 0 10,000 -12,600 Note: In the cases that we will do in this course, the terminal value is usually recognized during the final year of the operating cash flows. Pascal Noel – Corporation Finance 35200 34 Method 2: Continuation Value (“Perpetuity”) • Appropriate method if investment continues beyond the horizon where components of cash flow easily calculated ➢ Best to use if cash flows have settled into a pattern of steady growth at the end of the forecast horizon • Take the cash flows at time T, calculate (or assume) a growth rate g for them, and apply the growing perpetuity formula Pascal Noel – Corporation Finance 35200 35 Example: CV Using Perpetuity method • Suppose that r is 14% and we have the following cash flows Cash Flows Excluding Terminal Value Continuation Value Total Cash Flows 0 1 2 3 4 5 -3500 1000 1150 1158 1212 -3500 1000 1150 1158 1212 1275 CV 1275+CV • Growth rate of cash flows? ➢ roughly 5% • What is continuation value (CV) here? CF(1 + g) 1275(1.05) = = 14,875 (r − g) (0.14 − 0.05) Pascal Noel – Corporation Finance 35200 36 Takeaways • Make valuation decisions based on the NPV rule: ➢ Take all projects with NPV>0 and reject all projects with NPV<0 • Cash flows available to firm owners different from accounting earnings ➢ CF available to a firm’s shareholders is CF from operations and investments: EBIT(1-tc) + Depreciation – Investments ➢ Investments = Initial CAPX + Ongoing CAPX + ΔNWC Terminal Value ➢ Terminal value: • Salvage value (liquidation method) and • Continuation value (perpetuity method) ➢ Only count cash flows that are incremental to what the firm is already doing ➢ Ignore sunk costs Pascal Noel – Corporation Finance 35200 37
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