| 
      Midterm 
      Notes: 
      
        - If your answers are not legible or are otherwise difficult to follow, 
          I reserve the right not to give you any points. 
 
        - If you cheat in any way, I reserve the right to give you no points 
          for the exam, and to give you a failing grade for the course.
 
        - You may bring in sheets with formulas, but no worked-out examples, 
          or definitions, or anything else.
 
        - You must explain all your answers.
 
       
      1. Read the following WSJ article and answer the questions 
        below: 
      
        - (8 points) Would you expect real estate firms to have higher than 
          average or lower than average betas? Explain.
 
        - (7 points) How would you take into account the concerns about corporate 
          governance and DLF's treatment of minority shareholders? 
 
        - (8 points) "According to the prospectus, the family and businesses 
          connected to them will directly or indirectly control more than 87.43% 
          of the shares after the IPO. At present, they own 97.42% of the company." 
          If you assume that the stocks will be sold at the midpoint of the trading 
          range mentioned in the article, what is the rupee value of the equity 
          owned by existing minority shareholders in the company?
 
        - (7 points) "Edelweiss estimates that DLF's existing land bank 
          has a net asset value of 512 to 517 rupees a share. It says the IPO 
          also provides growth opportunities not included in that valuation, such 
          as a tie-up with Hilton International -- already unveiled by DLF -- 
          to develop hotels across India." If so, why are shares in the company 
          being offered at between Rs. 500 and Rs. 550? Isn't this too low a number? 
          Explain your answer.
 
       
      DLF Rides India's Land Boom 
        Investors in Real-Estate IPO Could Feel Bumps 
        By JACKIE RANGE 
        June 8, 2007; Page C6 
      NEW DELHI, India -- Executives from Indian property giant DLF have been 
        traveling the globe with a pitch likely to attract many investors: Ride 
        India's real-estate boom via the nation's largest initial public offering. 
      By area of completed residential and commercial developments, New Delhi-based 
        DLF is India's biggest property developer. It is offering 10% of the company 
        in an IPO that at the top end of the range could raise $2.36 billion. 
        Shares will be priced between 500 rupees and 550 rupees ($12.37 and $13.61), 
        and will be on sale from Monday through Thursday. Trading on India's National 
        Stock Exchange and Bombay Stock Exchange is set to start in the first 
        week of July. 
      The offer will be roughly twice the size of India's biggest IPO to date, 
        according to research firm Thomson Financial. That was by oil-and-gas 
        company Cairn India, which raised $1.18 billion in December. 
      With India's economy ripping along, so is real estate. Moody's Investors 
        Service and ICRA Ltd. have cited market participants as forecasting that 
        Indian property development will be worth $90 billion in 2015, compared 
        with $12 billion in 2005. 
      Given expectations like those, DLF's offer has generated significant 
        attention and support. 
      "DLF is the best way to get exposure to Indian real estate, given 
        its size, quality and credentials," Mumbai financial-services firm 
        Edelweiss said in a research note. 
      The firm, which hasn't done any investment-banking work for DLF, says 
        it believes the company is a growth story and its shares will become the 
        standard way of playing Indian real estate. 
      But some analysts say investors in DLF might find ownership to be a bumpy 
        ride. They say that in the past there have been concerns about corporate 
        governance and DLF's treatment of minority shareholders. (Earlier, the 
        Singh family that controls DLF had a listed company. When that company 
        delisted in 2003, some retail shareholders continued to hold stakes.) 
      K.P. Singh, a property entrepreneur and head of the Singh family, has 
        transformed DLF into a powerhouse of residential and commercial real estate 
        with a massive portfolio of land. The company has almost single-handedly 
        turned the once-sleepy Delhi suburb of Gurgaon into a popular residential 
        and business district that has become a glass-and-steel icon of the new 
        India. However, some analysts say the company's focus on Gurgaon is a 
        negative for investors, because it effectively concentrates a large portion 
        of risk in one spot. 
      Singh family members make up a third of the company's board, including 
        the posts of chairman and vice chairman. According to the prospectus, 
        the family and businesses connected to them will directly or indirectly 
        control more than 87.43% of the shares after the IPO. At present, they 
        own 97.42% of the company. 
      When DLF unveiled plans to list its shares last year, a number of minority 
        shareholders came forward to say they had been treated poorly by the company, 
        said people knowledgeable about the situation. In its listing prospectus, 
        DLF said it and India's market regulator, SEBI, had received numerous 
        complaints from shareholders saying they hadn't had the opportunity to 
        participate in a previous debenture issue. 
      A government investigation exonerated the company of any wrongdoing but 
        suggested it allow minority shareholders to participate in the debenture 
        issue to settle their grievances, according to those people. DLF did so, 
        and then reapplied for a listing in January this year. 
      Analysts at Macquarie Bank cited "poor management of conflict by 
        DLF, evidenced by its minority shareholder debenture issue" as a 
        one reason for caution. Macquarie hasn't done any investment-banking work 
        for DLF. 
      At a recent news conference, Vice Chairman Rajiv Singh pledged that DLF 
        would treat its shareholders well and said all retail investors should 
        feel "safe and secure." 
      DLF had to adjust its prospectus for the IPO after SEBI tightened rules 
        surrounding valuation of land banks and disclosure of asset ownership. 
        After the new rules were unveiled, DLF incorporated the requirements, 
        and its IPO was approved. 
      But the stop-go listing process has taken some of the edge off interest 
        in the stock, in the view of Sharmila Joshi, vice president of institutional 
        sales at Mumbai-based Asit C. Mehta Investment Intermediaries. 
      To be sure, the IPO has many supporters, in part because of DLF's size 
        in a fast-growing market. The stock also is expected to become a core 
        holding of many India-dedicated funds. 
      Edelweiss estimates that DLF's existing land bank has a net asset value 
        of 512 to 517 rupees a share. It says the IPO also provides growth opportunities 
        not included in that valuation, such as a tie-up with Hilton International 
        -- already unveiled by DLF -- to develop hotels across India. 
      "It's an industry leader, so it will have a premium over normal 
        players in the sector," says Jigar Shah, head of research at Mumbai-based 
        K.R. Choksey Shares & Securities. 
      DLF plans to use the IPO proceeds to help pay for more land and development 
        rights, construction and loan servicing. 
      The IPO is taking place at a time when listed Indian property companies 
        have been experiencing tough times as a result of higher interest rates 
        and government measures to cool the property market. 
      In a May 4 note that made no specific comment on DLF, Citigroup noted 
        that India's property sector had "corrected sharply" from highs 
        in December and had been "extremely volatile" in the past two 
        to three months. Citigroup Global Markets India is a joint bookrunner 
        for DLF's IPO. 
      Given the real-estate sector's negative sensitivity to higher interest 
        rates, Citigroup said, "we see more downside than upside at current 
        levels." 
      2. Answer any three of the following four questions (5 points each): 
      
        -  Does the validity of the objective of stock price maximization depend 
          upon capital market efficiency? Explain your answer.
 
        - What is the required rate of return on a lottery ticket according 
          to the Capital Asset Pricing model, and why? Do you agree with this 
          statement? Explain your answer.
 
        - The R2of a regression of the monthly returns on HOLX stock 
          on the S&P 500 portfolio returns over the period 2001-2006 is 0.7. 
          What does this mean?
 
        - The regression in c. above produces a slope coefficient estimate of 
          1.95. The standard error of the estimate is 0.45. Provide a range for 
          the beta value of HOLX's stock based on the regression, such that you 
          are 95% certain that the true beta would fall within that range.
 
       
      3. In looking at HOLX, you have come up with the following quantity forecasts 
        (all numbers in millions):  
      
         
          Quantity  | 
          Amount  | 
         
         
          | Net Income for the year ending June 30, 2008 | 
          $65  | 
         
         
          | Depreciation | 
          $10  | 
         
         
          | Interest Expense for 2008 | 
          $4  | 
         
         
          | Marginal Tax rate | 
          0.3  | 
         
         
          | Increase in non-cash Working Capital from fiscal year 2207 to 2008 | 
          $5  | 
         
         
          | Increase in debt | 
          $2  | 
         
       
      
        -  (15 points) Compute Free Cash Flow to Equity for the fiscal year 
          ending June 30, 2008.
 
        - (10 points) Assume that Free Cashflow to equity will increase by 15% 
          for the year 2008-2009 and then will increase at the rate of 3% forever, 
          thereafter. If the total amount of cash held by the company, now, is 
          $25 million, what is your estimate of the market value of equity? Use 
          a cost of equity capital of 15% per annum. 
 
       
      4. Hologic, Inc., together with its subsidiaries, develops, manufactures, 
        and distributes diagnostic and medical imaging systems for serving the 
        healthcare needs of women. It focuses on mammography and breast care, 
        and osteoporosis assessment. (Source: http://finance.yahoo.com). Hologic 
        (HOLX) identifies three different segments in reporting operating income: 
        Mammography/Breast Care, Osteoporosis Assessment and Other. Since it is 
        difficult to identify assets devoted entirely to one segment or another, 
        you have decided to use revenue information to compute the relative importance 
        of each segment for HOLX. Revenues (in thousands) for the year ending 
        September 2006 are identified in the 10K filings as follows -- Mammography: 
        335,795, Osteoporosis: 80,162, Other: 46,723. 
      You have identified five other pure play companies (i.e. single-segment 
        companies) with the following characteristics (the following information 
        is not factual). All these firms are of relatively equal size. 
      
         
          | Company Name | 
          Industry Segment | 
          Stock Beta | 
          Marginal Tax Rate | 
          Debt/Equity Ratio | 
         
         
          | Testing Inc. | 
          Mammograph | 
          2 | 
          0.2 | 
          0.5 | 
         
         
          | Women Care | 
          Mammograph | 
          1.8 | 
          0.25 | 
          0.3 | 
         
         
          | Bone Density | 
          Osteoporosis | 
          2.8 | 
          0.25 | 
          0.23 | 
         
         
          | Osteo Health | 
          Osteoporosis | 
          2.35 | 
          0.3 | 
          0.15 | 
         
         
          | Medical Welfare | 
          Other | 
          0.6 | 
          0.34 | 
          0 | 
         
       
      Hologic, itself, has a debt-equity ratio of 0.05 (taking into account 
        the capitalized value of its opeating leases).  
      
        - (20 points) What is your estimate of the stock beta of HOLX, using 
          the information above? (Assume a 40% tax rate for Hologic.)
 
        - (5 points) If I told you that Yahoo provides a value for HOLX's equity 
          beta of 2.08, what would you say? (Assume for the purpose of this sub-question, 
          that the information regarding the pure-play companies is factually 
          correct.) 
 
       
      5. (10 points) You believe that the market risk premium is about 6% and 
        that HOLX's beta is 2.08. The yield on 10 year Treasuries is 5.116% (WSJ, 
        June 8, 2007). Further, for the latest quarter (ending March 31, 2007) 
        the company reported income tax expense (in thousands) of $12,650 on taxable 
        income of $34,284. (http://finance.yahoo.com). If the firm reports an 
        average coupon rate, for its outstanding debt, of 6.14%, what is its weighted 
        average cost of capital (WACC)? Assume that its debt-equity ratio is about 
        0.05.  
        Solution to Midterm 
      1.a. Real estate stocks probably have betas greater than one. This is 
        because they represent land, which is a capital good. The demand for land 
        is a demand derived from the demand for other goods. There is also a real 
        option component to the value of land; this causes land to fluctuate more 
        relative to the market compared to other assets. 
       b. According to the article, "When DLF unveiled plans to list its 
        shares last year, a number of minority shareholders came forward to say 
        they had been treated poorly by the company, said people knowledgeable 
        about the situation. In its listing prospectus, DLF said it and India's 
        market regulator, SEBI, had received numerous complaints from shareholders 
        saying they hadn't had the opportunity to participate in a previous debenture 
        issue." It sounds like minority shareholders have not had a routine 
        way to express their opinion of the way the firm is being run. Allowing 
        them to choose a director to represent their interests might be one way 
        to give them a voice. 
        c. The family current owns 97.42% of the company. Hence the minority 
        interest is 2.58%. The article estimates that the new equity issue could 
        raise $2.36b. at the top range of $13.61. Hence the new equity issue is 
        2.36b/13.61 or 173,401,900 shares. We also know that after the IPO, the 
        family's interest will drop to 87.43%. 
       Suppose X is the number of shares outstanding right now. Then, the number 
        of shares with the family now is 0.9742X. The number of total shares after 
        the IPO will be X+173401900. Hence 0.9742X/(X+173401900)=0.8743. Solving, 
        we find 0.9742X = 0.8743X +(0.8743*173401900) or X = 1,517,570,382 shares, 
        assuming that the family does not buy any of the newly issued shares. 
        The expected trading range is 500 to 550 rupees. The market value of the 
        current minority shareholders, therefore, is (0.0258)*1,517,570,382*525 
        or Rs. 20,555,490,824 or about Rs. 20.5b. 
       d. One answer to this question is simply that the Rs. 517 estimate for 
        the existing properties is too high. Another is that the other growth 
        prospects are not as large as they are made out to be. There may also 
        be a minority discount because of the governance problems this company 
        has had. Finally, the very fact of equity issuance is often a signal that 
        the existing shares are overvalued. 
       2. a. The objective of share price maximization is valid only if markets 
        are efficient. This is because the ultimate objective is either shareholder 
        wealth maximization or firm value maximation. If markets are not efficient, 
        then maximizing share prices may not maximize firm or equity wealth because 
        market prices do not reflect true values. 
       b. The required rate of return on a lottery ticket is zero because the 
        return on a lottery ticket is uncorrelated with market returns. As a result, 
        all the uncertainty is diversifiable. 
       c. This means that 70% of the variation in HOLX's equity returns over 
        that time period can be explained by movements in the value of the market. 
       d. The 95% confidence interval is 1.95 + (1.96)(0.45) and 1.95 - (1.96)(0.45) 
        or 2.832 and 1.068. 
       3. The Free Cash Flow to Equity for the year ending June 2008 is: 
       
         
          | Net Income | 
            65  | 
         
         
          | + Depreciation | 
            10  | 
         
         
          | - Increase in Non-Cash Working Capital | 
            5  | 
         
         
          | + Increase in Debt | 
            2  | 
         
       
      or $72m. However, the numbers provided here do not include capital expenditures. 
        We assume this is zero; however, if this is not so, we need to subtract 
        capital expenditures, as well, to get the Free Cash Flow to Equity. (An 
        alternate assumption might be that Net Capital Expenditures are zero -- 
        that is capital expenditures equal depreciation.) 
      b. Assuming an increase of FCFE of 15% for the next year (2008-2009), 
        we get 72(1.15) or $82.8m. Growth thereafter is at 3% p.a. Hence the value, 
        as of June 2008, of future FCFE is 82.8/(0.15-0.03) = $690m. Discounting 
        this back to the present, we get 690/1.15 or 600. The FCFE for the year 
        ending June 2008, itself is 72; discounting this back to June 2007 gives 
        us 72/1.15 or 62.6087. Adding the two, we get 662.6087. Adding the value 
        of cash to this, we end up with 662.6087+25 = $687.6087m. 
      4. a. HOLX consists of three segments. We will find HOLX's beta by looking 
        at the betas of the pure-plays in the three segments. Testing Inc. has 
        a stock beta of 2; we use the information provided to compute its unlevered 
        or asset beta as 2/(1+(1-0.2)0.5) = 1.428571. Similarly, Women Care's 
        asset beta works out to 1.469388. Not having information on the sizes 
        of the two companies, we weight them equally to get an asset beta for 
        the Mammograph segment of 1.44898. 
       We use a similar technique to get the asset beta estimate for the Osteoporosis 
        segment, which works out to 2.257378. Since the sole firm in the "Other" 
        segment has no debt, its asset beta is the same as its equity beta, which 
        is 0.6. 
       We must now find a weighted average of these three asset betas. Unfortunately, 
        we don't have the relative asset sizes of the three segments in HOLX. 
        We therefore use the relative revenues of 335,795 for Mammograph, 80,162 
        for Osteoporosis and 46,723 for Other. With these weights, we get a composite 
        asset beta of (335795*1.44898 + 80162*2.257378 + 46723*0.6)/(335795 + 
        80,162 + 46,723) or 1.503307. 
       
        
         
          | Company 
            Name | 
          Industry 
            Segment | 
          Stock 
            Beta | 
          Marginal 
            Tax Rate | 
          Debt/Equity 
            Ratio | 
          Unlevered 
            beta | 
          Weights | 
           | 
          HOLX weights | 
         
         
          | Testing Inc. | 
          Mammograph | 
          2 | 
          0.2 | 
          0.5 | 
          1.428571 | 
          0.5 | 
          1.44898 | 
          335,795 | 
         
         
          | Women Care | 
          Mammograph | 
          1.8 | 
          0.25 | 
          0.3 | 
          1.469388 | 
          0.5 | 
           | 
           | 
         
         
          | Bone Density | 
          Osteoporosis | 
          2.8 | 
          0.25 | 
          0.23 | 
          2.38806 | 
          0.5 | 
          2.257378 | 
          80,162 | 
         
         
          | Osteo Health | 
          Osteoporosis | 
          2.35 | 
          0.3 | 
          0.15 | 
          2.126697 | 
          0.5 | 
           | 
           | 
         
         
          | Medical Welfare | 
          Other | 
          0.6 | 
          0.34 | 
          0 | 
          0.6 | 
          1 | 
          0.6 | 
          46,723 | 
         
         
           | 
           | 
           | 
           | 
           | 
           | 
           | 
          1.503307 | 
           | 
         
       
      We then find HOLX's equity beta as 1.503307*(1+(1-0.4)*(0.05)) = 1.548406. 
      b. The Yahoo estimate is computed simply by running a regression of the 
        returns on HOLX over the last five years on the market return. HOLX's 
        exposure to the different segments could have changed from then to now. 
        If so, a bottom-up beta would provide a better estimate. 
      5. The average tax rate is 12650/34284 = 0.368977. 
      The WACC is (.05/1.05)(6.14)(1-0.368977) + (1/1.05)(5.116+2.08*6) = 16.94259% 
        Make-up Midterm 
      1. Walgreen's Net Income for the year ended August 2006 
        was $1,750,600,000. Here are other numbers for the same time period (unless 
        otherwise indicated) (in millions of dollars): 
      
         
          | Depreciation | 
          572.2 | 
         
         
          | Current Assets (as of August 2006) | 
          9705.4 | 
         
         
          | Current Assets (as of August 2005) | 
          8316.5 | 
         
         
          | Current Liabilities (as of August 2006) | 
          5755.3 | 
         
         
          | Current Liabilities (as of August 2005) | 
          4481 | 
         
         
          | Cash and cash equivalents (as of August 2006) | 
          919.9 | 
         
         
          | Cash and cash equivalents (as of August 2005) | 
          576.8 | 
         
         
          | Change in Non-current liabilities (treat similarly to long-term 
            debt) | 
          21.9 | 
         
         
          | Capital Expenditures | 
          $1338 | 
         
       
      
        - (10 points) Compute the Free Cash Flow to Equity for the year ended 
          August 2006. 
 
        - (5 points) Walgreen's beta is estimated to be close to zero, by Yahoo. 
          However, you think that this is a biased estimate. Considering that 
          the average beta is 1, you raise your estimate of WAG's beta to 0.33. 
          You estimate the market risk premium to be 5.5%, and the long-term Treasury 
          rate to be 5.5%, as well. What is the required rate of return on equity 
          for WAG?
 
        - (5 points) Walgreen's cost of debt is estimated to be 6.25% based 
          on a S&P rating of A+. The marginal tax rate for WAG can be assumed 
          to be the rate on the highest slab of corporate income, viz. 35%. The 
          long-term debt to equity ratio for WAG for the last year was 0.1246. 
          Compute the WACC for WAG.
 
        - (10 points) Analysts estimate a growth rate in earnings (assume this 
          will also apply to FCFE) for the next five years of 15.66 percent (i.e. 
          from Aug. 2006 to Aug. 2011). If you believe a perpetual growth rate 
          thereafter of 3%, what would your estimate of Walgreen's equity value 
          be (as of Aug. 2011). 
 
        - (10 points) What do you estimate Walgreen's share price to be, as 
          of Aug. 2006 (shares outstanding as of Aug. 2006 = 997.44m.)?
 
       
        Solution to Make-up Midterm 
      
        - In order to compute the Free Cash Flow to Equity, we first need to 
          compute change in Non-cash working capital. This equals non-cash current 
          assets less current liabilities for 2006 less the same number for 2005. 
          This is computed as (9705.4 - 5755.3 - 919.9) - (8316.5 - 4481 - 576.8) 
          = -$228.5. Now Free Cash Flow to Equity for the year ending August 2006 
          equals Net Income Plus Depreciation less change in non-Cash Working 
          Capital less Capital Expenditures less Change in Long-term Debt. This 
          works out to 1750.6 + 572.2 +228.5 - 1338 + 21.9 = $1235.
 
        - The required rate of return on equity is 0.055 + 0.33(0.055) = 0.07315 
          or 7.315%
 
        - The long-term debt to equity ratio is 0.1246. Hence the weights for 
          debt and equity are (0.1246/1.1246) = 0.11076 and 1/1.1246 = 0.88924. 
          Hence the WACC = (0.11076)(0.0625)(1-0.35) + (0.88924)(0.07315) = 0.06955 
          or 6.955%
 
        - The FCFE for the year ended August 2011 would be 1235(1.1566)5= 
          2556.544, assuming the given growth rate of 15.66%. For the year after 
          that, growth is at 3%. Hence the FCFE for the year ending August 2012 
          is 2556.544(1.03) = 2633.24. The FCFE from this point on is expected 
          to grow at a constant 3% p.a. Therefore, the terminal value would be 
          2633.24/(.06955 - 0.03) = $61025.26m plus the future value of cash. 
          If we allow cash to grow at the cost of equity capital as well, that 
          would give us 919.9(1.07315)5= 1309.311. Summing up the two 
          values, we get 61025.26 + 1309.311 = $62334.57m.
 
        
       
      
         
          | Year | 
          FCFE + Terminal Value (if applicable) | 
          Present Value | 
         
         
          | 2007 | 
          1428.632  | 
          1331.251  | 
         
         
          | 2008 | 
          1652.356  | 
          1434.772  | 
         
         
          | 2009 | 
          1911.115  | 
          1546.342  | 
         
         
          | 2010 | 
          2210.396  | 
          1666.588  | 
         
         
          | 2011 | 
          2556.544 + 66584.26  | 
          44671.52  | 
         
         
          |   | 
          Sum  | 
          50650.47  | 
         
       
      To this, we add the amount of cash currently at hand, 919.9, to get a 
        grand present value of $51570.37. Dividing by the number of shares outstanding, 
        we get $51570.37m./997.44m. or $51.70 per share. (Interestingly enough, 
        the closing stock price as of June 26, 2008 was $43.73!) 
        Final Exam 
      Notes: 
      
        - If your answers are not legible or are otherwise difficult to follow, 
          I reserve the right not to give you any points. 
 
        - If you cheat in any way, I reserve the right to give you no points 
          for the exam, and to give you a failing grade for the course.
 
        - You may bring in sheets with formulas, but no worked-out examples.
 
        - You must explain all your answers.
 
        - You have 1.5 hours to complete the exam; please make sure to attempt 
          all the questions, so I can give you partial credit, if necessary.
 
       
      1) (Note that the information in this question is not factually complete) 
        You are trying to evaluate whether United Airlines has any excess debt 
        capacity. UAL has 12.2 million shares outstanding at $210 per share and 
        debt outstanding of approximately $3 billion (book as well as market value). 
        The debt has a rating of B and carries a market interest rate of 10.12%. 
        The beta of the stock is 1.26, and the firm faces a tax rate of 35%. The 
        treasury bond rate is 6.12%. Assume a market risk premium of 5.5%. 
      
        -  (15 points) Estimate the current cost of capital.
 
        -  (15 points) You compute the optimal debt-to capital ratio to be 30%, 
          at which point the rating will be BBB, and the market interest rate 
          on the debt will be 8.12%. Estimate the change in firm value from going 
          to the optimal.
 
       
      2) (40 points) Please read the following article in the New York Times 
        of June 29, 2007 and answer any two of the questions below:  
      
        - Tyco International, as it stands currently, is a conglomerate. It 
          consists of segments that operate in the electronics, healthcare and 
          home security industries. Mr. Breen wants to split off the businesses. 
          Presumably this would allow the board of directors and management of 
          each business to focus on a single segment in a single industry. This 
          should increase the combined value of the three business by reducing 
          inefficiency. So why are the bondholders upset? 
 
        - According to the article, "Nobody ever promises to ''maximize 
          bondholder value.'' " Does this mean that it will always be optimal 
          for firms to try and take advantage of loopholes in bond contracts to 
          reduce the value of existing debt? 
 
        - If Tyco wins its argument in court, what would you expect to happen 
          to the cost of debt capital? Do you think it would go up or down? Explain 
          your answer.
 
        - In the earlier case of Sharon Steel in 1982, the Second Circuit court 
          held that despite the successor obligor clause, no assignment of debt 
          to another party was possible unless all or substantially all assets 
          at the time of the plan of liquidation are sold to a single purchaser. 
          Does that decision support Tyco's position or the bondholders' position? 
          
 Bondholders Scream Foul As Tyco Splits, by Floyd Norris 
          Bondholders can be the forgotten investors in corporate America. 
            Nobody ever promises to ''maximize bondholder value.'' Nor should 
            they. Bond investors do not own the company, as shareholders do. They 
            merely have a contractual relationship with it. 
          But what happens if the company decides to run roughshod over the 
            contract? Will the courts protect the bondholders? 
          That is the issue being fought in federal court in Manhattan over 
            the actions of a company known to every aficionado of corporate scandals, 
            Tyco International. 
          At issue is what Tyco's contract with its bondholders provides. The 
            bondholders thought that bond indentures provided protection against 
            having most of the company's assets moved to other companies, where 
            they will no longer be available to secure the debt. 
          Tyco's bond indentures used language that is identical to the wording 
            in many other investment-grade bonds. Glenn Reynolds, a bond analyst 
            at CreditSights, argues that a Tyco victory would make it much easier 
            for leveraged buyout firms to break up companies, perhaps helping 
            shareholders but leaving bondholders stuck with notes that are worth 
            far less than they were. Companies could be cut in two or three, with 
            the bonds securing the less desirable part of the company. 
          ''The entire high-grade market is standing by, wondering how much 
            new structural risk will be injected into their markets by the de 
            facto gutting'' of indentures, he wrote. 
          Tyco grew under the leadership of L. Dennis Kozlowski, whose current 
            residence, the Mid-State Correctional Facility, is about a four-hour 
            drive from his old Fifth Avenue apartment that included such necessities, 
            paid for by Tyco, as a $6,000 shower curtain and a $2,960 set of coat 
            hangers. 
          The new management, led by Edward Breen, a former president of Motorola, 
            decided last year that the company should be split in three, spinning 
            off one company with Tyco's electronic businesses and another with 
            its health care assets. The separation is effective today. 
          Tyco will be left with its other businesses, including the home security 
            business, and it is that company that will secure the bonds in question. 
            The market thinks that company is worth about 40 percent of the total. 
          The bondholders fear the new Tyco will be a prime candidate for a 
            leveraged buyout, which could saddle the company with more debt and 
            reduce the value of existing bonds. 
          Is the split allowed by the bond indentures? They provide that if 
            ''all or substantially all'' of Tyco's assets are transferred to another 
            company, then that company must assume the debt as well. To the bondholders, 
            the fact that most of the businesses that backed the bonds will be 
            gone is clear evidence that the indenture is being violated. 
          Tyco argues that it has every right to do that. After all, the assets 
            being transferred out do not represent ''nearly all'' of the company's 
            assets. But just to be safe, it tried to buy back the bonds -- for 
            more than they were trading for but for less than it would have to 
            pay if it redeemed them. 
          That plan failed when many bondholders refused to sell. But now the 
            company plans to go ahead with the split, and fight it out in court. 
            If it loses, it could be forced to redeem $3.7 billion in bonds under 
            terms specified when the bonds were issued. The company will not say 
            how much that would cost it over what it offered to pay for the bonds, 
            but the bondholders estimated the figure at $95 million. 
          In their suit, the leading bondholders -- the Knights of Columbus 
            and several insurance companies -- get in some reminders of the bad 
            old days at Tyco, calling it one of the ''more infamous exemplars 
            of corporate dishonesty, lawlessness and unaccountability'' in American 
            history. 
          The most prominent court ruling on the rights of bondholders, on 
            which the pending suit relies, is a 1982 decision by the United States 
            Court of Appeals for the Second Circuit on the liquidation of Sharon 
            Steel by Victor Posner, one of the most colorful, and least scrupulous, 
            corporate raiders of the era. Sharon bondholders managed to stop Mr. 
            Posner from stripping the assets that backed their bonds. 
          That was not Mr. Posner's only visit to federal court. One judge 
            denounced him for being ''contemptuous of the interests of public 
            shareholders,'' a phrase that could later have been applied to Mr. 
            Kozlowski. 
          Mr. Breen has strived mightily to repair Tyco's reputation. A Tyco 
            mission statement, quoted by the bondholders, promises ''processes 
            and practices that promote integrity, compliance and accountability.'' 
          The bondholders claim the company's treatment of them ''belies this 
            worthy aspiration,'' but that is not the issue. The issue is simply 
            whether Tyco is violating the contract it signed with the bondholders. 
          But this case could end up setting a precedent that will be long 
            remembered by investors. Mr. Breen's Tyco could end up being linked 
            to Mr. Posner's Sharon Steel whenever bondholders go to court to complain 
            they are being abused. 
          That is, presumably, not the kind of legacy Mr. Breen most desires. 
           
         
       
      3) (10 points each) Answer any three of the following questions: 
      
        - What are some of the agency costs of debt?
 
        - For what kinds of firms would you expect indirect bankruptcy costs 
          to be high?
 
        - Here's what http://finance.yahoo.com says about Sento Corporation 
          (Ticker: SNTO), 
 
          Sento Corporation, through its subsidiaries, provides call and contact 
          solution center services for customer acquisition, customer service, 
          service intervention, and technical support for various organizations. 
          Its services include self-help, live chat, Web collaboration, email, 
          and telephone. The company specializes in Right Channeling offering, 
          a mix of communications channels, which enables the client to channel 
          its customers to particular communications channels, or give the customer 
          the option to choose from various channels, including free phone, voice 
          self-service, Web self-service, chat, forums, and email. Sento Corp., 
          through its proprietary Customer Choice Platform, also offers professional 
          services and customer interaction tools for customer acquisition, customer 
          service, and technical support. In addition, the company offers Service 
          Intervention a program that allows clients to avoid no-fault found service 
          claims and product returns. Further, it provides licenses to certain 
          clients for the use of its customer contact software tools that the 
          company hosts. Sento Corp. principally operates in the United States, 
          the Netherlands, France, and New Mexico. The company, through contractual 
          relationships, also operates in India, Brazil, and Sweden. Sento Corp. 
          was founded in 1986 and is based in Salt Lake City, Utah. 
          Sento's debt-equity ratio is 0.878; are you surprised? Explain why or 
          why not? 
        - It is well-known that a firm has no fiduciary obligation to its bondholders. 
          The only protection that bondholders have from being dispossessed is 
          through the bond indenture. This being the case, you would expect detailed 
          covenants prohibiting the firm from taking various actions and requiring 
          it to take other actions. Can you explain why, in general, this is not 
          the case, beyond some standard covenants?
 
        - What does the Modigliani-Miller hypothesis say?
 
       
        
        Solution to Final Exam 
      1. a. The cost of equity capital is 6.12% + 1.26(5.5) = 13.05%; the cost 
        of debt capital, after-tax is 10.12(1-0.35) = 6.578. The firm's equity 
        is valued at 12.2(210) = $2562m. or $2.562 billion. It's debt is worth 
        $3 billion. Hence the debt/equity ratio is 3/2.562 or 1.171, and the debt-capital 
        ratio is 3/5.562, while the equity-capital ratio is 2.562/5.562. The WACC, 
        then, equals (3/5.562)(6.578) + (2.562/5.562)(13.05) = 9.559%. 
      b. If we go to a 30% debt-capital ratio or a 3/7 debt/equity ratio, we 
        have to recompute the WACC. The current beta = 1.26; the unlevered beta 
        =  1.26/[1+(1-0.35)1.171] 
        = 0.71545.  Hence the 
        levered beta at a debt ratio of 30% = 0.71545(1+(1-0.35)(0.3/0.7) = 0.9148; 
        the cost of equity = .0612 + 0.9148(.055) = 0.1115.  
        The WACC = (0.3)(1-0.35)(.0812) + (0.7)(.1115) = 9.39%.  
      The value of the firm will go up by (5.562)(0.09559 - 0.0939)/(0.0939) 
        = $100.471 million. 
      2. a. Bondholders are upset because the amount of collateral that they 
        will be able to rely on will decrease drastically. This would, of course, 
        reduce the value of their bonds. Even though the total value of the three 
        segments might increase -- although this is not certain -- this gain will 
        be enjoyed only by the stockholders; the bondholders will end up losing. 
        b. No, it will not be optimal for stockholders to always try and dispossess 
        bondholders. The reason is that this will give the firm a bad reputation 
        and if it wanted to raise debt funds in the future, it would have to pay 
        a high rate of interest. 
        c. The cost of debt capital in the market, in general, will go up because 
        investors will worry about being subject to the kind of dispossession 
        that Tyco would have gotten away with. At the very least, bondholders 
        will have to use very restrictive language in bond indentures to reduce 
        the probability of being dispossessed. 
        d. On the face of it, it looks like the decision supports the bondholders. 
        On the other hand, what we have here is not a liquidation; in fact, the 
        original parent, Tyco International, will continue to exist, in contrast 
        to the case of Sharon Steel. Consequently, it might be argued that the 
        Sharon Steel case doesn't apply here. 
      3. a. The three main agency costs of debt are due to: i) taking of excessive 
        risk by the stockholders of a leveraged firm, ii) payment of excessive 
        dividends to stockholders and iii) taking on of excessive debt. All of 
        these actions could reduce the value of the firm. This loss of value would 
        be the agency cost of debt. 
      3. b. Indirect bankruptcy costs should be highest for: 
      
        - Firms that sell durable products with long lives that require replacement 
          parts and service
 
        -  Firms that provide goods or services for which quality is an important 
          attribute but where quality difficult to determine in advance
 
        -  Firms producing products whose value to customers depends on the 
          services and complementary products supplied by independent companies:
 
        -  Firms that sell products requiring continuous service and support 
          from the manufacturer
 
       
      3. c. From the description of Sento Corporation, it looks like it is 
        primarily a service firm with not a lot of tangible assets -- consequently, 
        one might have expected to find that it had much lower leverage. On the 
        other hand, according to Yahoo, the industry debt/equity ratio is 0.55, 
        where the industry is defined as Information Technology Services. On of 
        the largest firms in the industry, EDS has a ratio of 0.393, while a smaller 
        firm, Stanley, Inc. (SXE) has a ratio of 0.281. Perhaps the explanation 
        is that we're not dealing with a technology firm, which might be involved 
        in cutting edge technological developments; rather this is a firm and 
        an industry that is using, now relatively standard, tools to service other 
        firms. Hence cashflows are much more stable and these firms can, therefore, 
        support more debt than an average technology firm. Also, it's possible 
        that this particular firm has more debt because it might not have done 
        well in the recent past causing it's equity to drop in value thus pushing 
        up its debt/equity ratio. 
      3.d. Detailed covenants might protect bondholders; on the other hand, 
        they would reduce the flexiblity of the firm and cause it to lose out 
        on promising positive NPV investments -- consequently, it might be worth 
        it for bondholders not to strangle the firm too much with covenants, but 
        rather rely on the firm's desire to establish a good reputation in the 
        market. 
      3.e. The Modigliani-Miller hypothesis says that the market value of a 
        firm is independent of its capital structure. 
       
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