Long-term financing
Review item When a firm creates value through a
financial transaction, who gets the increase?
Answer Old equity means the shareholders at
the time the decision is made. Old equity gets the gains. Why? Old equity has no competitors.
Everyone else is competitive and must accept a market return.
Chapter 14 Long-Term Financing: An Introduction
Common Stock Corporate Long-term Debt: The Basics Preferred Stock Patterns of Financing Recent Trends in Capital Structure
Shareholders rights Preemptive right to a proportionate
share of any new stock sold. Proportionate share in dividends. Proportionate share in liquidation. Voting rights … of some kind
Straight voting Each seat on the board of directors is a
separate election. In each election, the shareholder has
votes in proportion to her shares. A thin majority can freeze out minority
directors.
Cumulative voting All directors are elected in a single
election. The n highest vote getters are elected. Each shareholder has votes in
proportion to her shares. A minority can elect at least one
director.
How many votes are needed to elect one director?
n directors. Minority has fraction x of all votes. Assume the worst, your opponent plays
optimally. He votes (1-x)/n for each of n seats (no
cheap seats). You need x > (1-x)/n, that is, x > 1/(n+1) (plus one vote)
Example Smith and Marshall Four seats. Smith is the minority. Fraction of votes needed to elect is 1/5. Smith needs only 1/5 + 1 vote. Marshall
can muster 3/5 of the total votes for 3 candidates and 1/5 – 1 votes for the fourth.
Dividend facts Dividends are not tax deductible to the
corporation that pays them. Corporations owning other corporations
are exempt from 70% of the tax that would otherwise fall on dividends.
Skipping dividends does not put a firm in default.
Debt Contractual relation with the firm, via
the indenture. No voting rights. Interest is deductible from corporate
taxes. Missing any interest payment puts the
firm in default.
Notes, debentures, bonds Notes are shorter term, unsecured. Debentures are long term, unsecured. (Mortgage) bonds are secured.
Sinking funds Debt is gradually extinguished. Money in the fund buys back the bonds
steadily.
Call provisions Specified in the indenture. Call price is above par … but is below market when called. Call protection for 5 or 10 years
Indenture Among creditors, a coordination
problem. Prisoner’s dilemma. Free rider problem.
Solution: trustee (a law firm) Restrictive covenants -- new debt, size
of dividends, minimum working capital
Default of bonds If the firm misses a debt payment to
any bond, repayment of all other bonds is immediately due, an impossible task.
Bondholders get control of the firm. Bankruptcy proceedings or
reorganization.
Preferred stock Stated percentage dividends. No voting rights. Preferred dividends can be skipped but
are rarely, and only if common dividends are skipped.
Contingent voting rights when the firm is near bankruptcy.
Corporations hold preferred stock
Not individuals, because taxes are higher to them.
Individuals hold preferred by holding common in firms that hold preferred.
Corporations pay tax on interest from the debt of other corporations but only 30% on preferred dividends.
Financing Decisions by U.S. Non-financial Corporations
-30
0
30
60
90
1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
Internal financingNew debtNew stock
Source: Board of Governors of the Federal Reserve System, Flow of Funds Accounts.
Year
Percent
Convertible debt – an option Can be traded for shares at a fixed
price. Need not be traded. Rationale: cash in on success if the firm
becomes vary valuable Retain rights of debt if the firm fails.
Debt-to-Asset Ratio (Book Value) for U.S. Non-financial Firms from 1979 to 1994
0
10
20
30
40
50
1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
Year
Percent
Source: OECD data from the 1995 edition of Financial Statements of Nonfinancial Enterprises.
Debt-to-Asset Ratio (Market Value) for U.S. Non-financial Firms from 1980 to 1994
0
10
20
30
1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
Year
Percent
Source: Board of Governors of the Federal Reserve System, Flow of Funds Accounts.
Review Item Two assets have the same expected
return. Each has a standard deviation of 2%. The correlation coefficient is .5. What is the standard deviation of an
equally weighted portfolio?
Answer Var P
= .5x.5x4+.5x.5x4+2x.5x.5x.5x2x2 = 3 Standard deviation = sq. root of 3 =1.732