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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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