Slides A ● Corporation - Legal entity owning assets ○ Separation of ownership and control ○ Private vs public ○ Corporate taxation ○ Limited liability ● Headers - the most current identifiers ● Historical identifiers - have date ranges in which they are valid ● Permno - identifies securities ● Permco - identifies companies ● CUSIP - USA and Canada (infrequent change, no reuse, 6, 8, or 9 digits) ● SEDOL - UK (7 digits, many non-UK securities also have SEDOL) ● ISIN - International (12 digits, 2 is country of origin, 3-11 are unique characters) ● CIK - US, corp/indiv with the SEC (10 digits, rare change, never reuse) ● GVKEY - public traded US, 6 digits (almost perfect) ● FV ● PV ● NPV ● IRR ○ Pitfall 1 - does not distinguish between lending or borrowing ○ Pitfall 2 - multiple IRRs (Ss many IRRs as there are sign changes) ■ Also possible to have NO IRR, but positive or negative NPV ○ Pitfall 3 - does not consider the magnitude of project ■ IRR of one higher but NPV is lower than other project ○ Pitfall 4 - Assume discount rates are always stable ● Capital Budgeting ○ Rule 1 - Treat inflation consistently ■ Nominal interest rates for nominal CF, real IR for real CF ○ Rule 2 - CHANGE in NWC is a cash flow (don’t forget about it!) ○ Rule 3 - Consider the tax shield of depreciation ● Zero Coupon Bond - Pays NO coupon, pays face value at maturity ● Yield Curve - graph of what yield and price is offered for different time periods ● Discount Rates ○ Spot Rates - "actual interest rate today” (taken directly from yield curve) ○ Forward Rate - "the interest rate you will pay tomorrow” (the rate agreed upon today for future borrowing) ■ Can be calculated from current spot rates and locked in to hedge against interest rate risk and bet against bad future rates ○ Future Rate - Expected future spot rates (may differ due to market changes) ● REAL interest rate is ALWAYS less than NOMINAL interest rate ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● (1+real) = (1+nominal) / (1+inflation) Debt securities promises fixed cash flow at fixed times, BUT CREDIT RISK Bond ratings - provide indications of the likelihood of default by each issuer Bonds rated triple B or above are investment-grade Lower-rated bonds are referred to as speculative-grade Yield Spread = Corporate Bond Yield − Treasury Bond Yield (risk-free) Yield spread fluctuates due to credit risk and market conditions Primary markets - Sales of new shares to raise new capital Secondary markets - Trading of secondhand shares (no new capital raised) 2 types of stock markets ○ Centralized Auction Markets - NYSE (broker between buyer and seller) ○ Decentralized Dealer Markets - NASDAQ (all trades between investor and dealer) Types of Stock ○ Common Stock - Control rights (voting in shareholder meetings), cash flow rights (dividends) ○ Preferred Stock - No control rights (no voting), but cash flow rights (dividends) ○ Convertible Preferred Stock - Converts to common stock at a fixed conversion rate after the specified date ○ Stock Warrant - Long-term stock call options ADRs - represent ownership in the shares of a foreign company trading on US financial markets (Quoted in USD, pay dividends in USD, and can be traded like the shares of US-based companies) Dividend Discount Model - (Next Year Dividend + Next Year Stock Price) / (1 +r)^t Constant Growth DDM - V0 = D1 / (r - g) Dividend Yield Payout Ratio - Fraction of earnings paid out as dividends Plowback Ratio = 1 – Payout Ratio » Fraction of earnings retained by the firm Growth rate = ROE * Plowback Ratio Present Value of Growth Opportunities (PVGO) = Growth - No Growth Established and profitable firms paying dividends is more precise (low PVGO, and vice versa) Two Stage DDM: Slides B ● Arithmetic average = (x + y + z) / 3 ● Geometric average = [(1+x)*(1+y)*(1+z)]^⅓ ● Variance (high is not correlated, low is correlated) (average of squared deviations) ○ Calculate average return (a) ○ Subtract average from individual returns (x-a), (y-a), (z-a) ○ Square each deviation (x-a)^2, (y-a)^2, (z-a)^2 ○ Sum and divide by periods minus one ((x-a)^2 + (y-a)^2 + (z-a)^2) / 2 ● Standard Deviation = square root of variance ● Covariance (positive is the same direction, negative is opposite) (larger absolute value is stronger relationship, smaller is weaker) ○ Calculated average return for respective assets ○ Subtract average from individual returns ○ Multiply deviations (x1-a1)*(y1-a1) ○ Sum and divide by periods minus one (average of multiplied deviations) ● Correlation = (Covariance (X,Y)) / (Standard Deviation X)*(Standard Deviation Y) ○ Ranges from -1 to +1 (perfect negative to perfect positive relationship) ○ Measures the strength and direction of the linear relationship ● Standard deviation is a good measure of risk when returns are symmetric/normal ● Skew = Standard measure of asymmetry in the probability distribution of returns ○ (Average of cubed deviations) / (Variance)^3/2 ● Kurtosis = the likelihood of extreme values on either side of the mean at the expense of a smaller likelihood of moderate deviations (the degree of fat tails) ○ (Average of 4th power deviations) / (Variance)^2 ○ 3 is normal tails / >3 is fatter tails more outliers / <3 thin tail low volatility ● Portfolio Rate of Return = (Weight of A)*(Return of A) + (Weight B)*(Return B) ● Short selling - A loans to B only the shares (price doesn’t matter to A) ● Short positions = negative portfolio weights, long positions = positive weights ● Two-Stock Portfolio Variance = ((Weight A)^2)*(Variance A) + ((Weight B)^2)*(Variance B) + 2*(Weight A)*(Weight B)*(Covariance) ● Unique/Idiosyncratic/Diversifiable Risk - Risk factors affecting only individual firm ● Market/Systematic/Non-diversifiable Risk - Economy-wide, overall stock market ● Mean-Variance Frontier and Minimum-Variance Portfolio ○ Correlation does not reduce risk, just combines linearly (return unaffected) ○ Initially, adding Stock B increases return much faster than it increases risk because of diversification ○ MVP - lowest risk for highest return ○ Efficient Frontier - invest only above MVP ● More assets = more diversification ● Capital Allocation Line (CAL) = The frontier graphing returns of different weights of the risk-free asset and the portfolio ○ Tangency portfolio - The single point on the efficient frontier with the highest Sharpe Ratio and best return for risk (every other EF point is irrelevant now) ○ Any point on CAL is efficient (just depends on risk tolerance) ○ Lending = Below TP / Borrowing = Above TP ○ Moving up the CAL increases return by increasing idiosyncratic risk ● CML = portfolio of all risky assets in the market ● Sharpe Ratio = Portfolio’s expected excess return (risk premium) relative to its risk ○ (Expected Portfolio Return - Risk-Free Rate) / (Portfolio Standard Deviation) ● CAPM - Tangency Portfolio = Market Portfolio ○ Expected Return - RFR = Beta*(market return - risk free rate) ○ Excess return = systematic risk * market risk premium ○ Beta = Covariance (of Stock A and market returns) / (market variance) ● Beta = “Quantity of systematic risk” in stock (sensitivity to the market return) ○ Cyclicality of revenues and dividends (high cyclicality = high beta) ○ High operating leverage = high beta ○ High financial leverage = high beta ● SML = graphical representation of CAPM (above=underpriced / below=overpriced) ● R2 = market risk ● Weak efficiency - Market prices reflect historical information ● Semi-Strong Efficiency - historical info + current publicly available info ● Strong Efficiency - Market prices reflect all information ● Abnormal return = the difference between that proxy and the actual return ○ Expected Return = α + (β*Market Return) ● Cumulative abnormal return (CAR) - Sum of abnormal returns over the time window (captures firm-specific stock movement for period over when market might respond) Slides C ● Asset beta = (equity beta)*(E/V) + (debt beta)*(D/V) ○ Debt beta = YTM on bonds ○ Equity beta = CAPM ○ WACC = (equity beta)*(E/V) + (debt beta)*(D/V)*(1-tax rate) ● Uses of FCF ○ Retain = Invest in New Projects / Increase Cash Reserves ○ Payout = Repurchase Shares / Pay Dividends ● Stock purchase ○ Buy share on market ○ Tender offer to shareholders ○ Dutch auction - firms lists different buy prices, shareholders list different different sell prices (firm then pays the lowest price) ○ Private negotiation (green mail - avoids a threat of takeover and removal of its management by a major shareholder by buying out the shareholder) ● Paying dividends is a financing decision (shareholders cannot force dividend pay) ● Cannot pay out of capital / cannot pay if insolvent / cannot pay in contravention of contractual commitments) ● Declaration Date / Ex-Dividend Date / Record Date / Payment Date ● Managers may be reluctant to increase dividends until they are confident that sufficient cash flows will exist (hard to cheat valuation) (dividend = financial health) ● In perfect financial markets, Payout Ratio does not matter ● When can dividends increase firms value ○ Financing frictions: (risk-adjusted) return on firm assets may exceed that on other investments ○ Investors may appreciate a steady source of cash flows from dividend-paying stocks ○ Dividends make it harder for managers to waste money, dividend paying firms thus create restrictions on overspending by managers ● When can dividends decrease firm value ○ If dividends are taxed more heavily than capital gains ○ Paying dividends immediately can reduce firm value ○ Financial distress (paying dividends can increase default risk) ● Capital gains were often taxed at a lower rate in the U.S. historically ● Capital Structure - The composition of securities issued by the firm to finance its operations ● Modigliani-Miller: capital structure is irrelevant to firm value if capital markets are “perfect” ● MM 1: Debt policy does not change the (net present) value of the firm ● MM2: The expected return on common stock increases in proportion to the debt-equity ratio (get bigger slice of smaller pie) ○ No cost of default ○ No asymmetric information (nor irrational agents) ○ No taxation ○ No borrowing constraints ○ No agency frictions (nor coordination frictions) ○ No trading/transaction cost ● Equity return = asset return - (D/E)*(asset return - debt return) ● Capital structure changes WACC, but not FCFO(unlev) ● Maximizing firm value requires minimizing WACC ● Debt tax shield: For a corporation, interest payments are considered a business expense, and thus deductible from taxable profits in most places ● If available, use the marginal corporate tax rate, not the average rate ● In the US tax system ○ Interest and dividends are taxed as ordinary income ○ Capital gains are taxed at a lower rate ○ Realization of capital gains can be deferred (dividends and interest cannot) ● For personal taxes, equity dominates debt (low cap gains and deferrals) ● For corporate, debt is typically cheaper than equity (tax shield and deductions) ● Adjusted Present Value - Firm Value=Value of Unlevered Firm+Capital Structure Modifiers (sum total of benefits and cons of taking on debt) ● Default due to illiquidity - Literally not enough cash for servicing contractual debt payments ● Insolvency - A state where a firm’s liabilities exceed its assets, meaning the firm’s net worth is negative ● Illiquidity - A firm is temporarily unable to meet its cash flow obligations due to lack of liquid assets (e.g., delayed payments) ● Bankruptcy - A legal procedure initiated when a firm seeks protection from creditors or restructuring under the law ○ Restructuring: Firm reorganizes its debts to continue operations (buys the firm time and stability to be self-sufficient again) ○ Liquidation: Firm shuts down, and assets are sold ● "Evergreening" - creditors extend deadlines ● Direct costs of default ○ Legal expenses for financial reconciliation between investors ○ Disruptions to business operation (during bankruptcy) ● Indirect costs of default ○ Loss of firm value due to deterioration of business relationships ○ Management time and distraction ● Leverage increases expected default cost ○ More states in which firm defaults ○ Decreases expected debt payoff ○ Creditors require higher interest ex ante ● Agency Frictions ○ Conflicts of interest between two or more agents ○ Imperfect coordination between agents’ actions ● Cash In and Run ○ Conflict of interest: Every dollar paid to creditors cannot be paid to you ○ You pay dividends, and default a couple of years later (cf. claw back provisions) ○ You sell assets at discount to other firm you have stakes in ● Bait and Switch ○ You issue your first tranche of debt at low cost (low default risk) ○ Then you issue second tranche which is senior to the previous / Again at low cost (low default risk) / But old creditor now would have liked to actually require higher interest due to higher risk of default (which they are the first in line to absorb) ○ Firm artificially reduced cost of debt (Compared to when they would have issued entire debt in one go) ● Debt can only recoup up to a limit of debt, but they are priority to get it ● Equity can be recouped to max, but they are second in line after debt ○ Higher risk for higher reward ● Debt overhang - a situation where a firm with existing debt (legacy debt) may not invest in a positive NPV project because the benefits of the project primarily go to creditors, not equity holders ● Leverage increases agency frictions, which translate into tangible costs: ○ Creditors include covenants and need to constantly monitor the debtor ○ Debtor management may take investment decisions which reduce the value of after-debt. Creditors anticipate this and pay less for before-debt ● Trade-off theory: Benefit of tax shield vs Con of default and agency costs ● Capital structure modifiers: ○ + PV of tax shield ○ - PV of default costs ○ - PV of agency costs ● Valuation Applications - Investment Advice, Court Litigation, Tax Bases, Policy ● USE MARKET VALUES WHEN COMPUTING WACC ● Can sometimes add preferred stock to WACC ○ ● Opportunity cost of capital = required rate of return on asset = asset beta = equity beta when equity is 100% and unlevered ● Investors ultimately care about whether the firm's investments and operations generate returns greater than the opportunity cost of capital, regardless of the WACC ● WACC is a tool that helps firms optimize their capital structure to maximize the present value (PV) of their cash flows, enabling them to achieve a higher rate of return than the opportunity cost of capital ○ Pay debtholders less than shareholders and tax shield ● APV is a way to value a firm (alternative to WACC), (discount using opportunity cost of capital) ○ Better than WACC when capital structure changes (flexible) ● LBO - transfers ownership of a (publicly trades) equity of a firm ○ Consolidation of ownership ○ Financed with large amounts of debt and small amounts of equity ○ The debt goes onto the balance sheet of the target ○ The firm is “taken private” in the process ● An LBO is indeed a high-risk, high-reward strategy, with the private equity (PE) firm essentially betting that the target company can weather the short-term financial stress of high leverage, use its cash flows to reduce debt over time, and ultimately achieve sustainable growth and high returns ● APV very good to value LBOs ● Unlevered Firm Value - the value from the company's operating cash flows alone ● PV of Tax Shields - the additional value created through the tax shield from debt
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