John C. Hill, sole owner of JCH Equipment Leasing Co. (JCH). is evaluating a future sale of his
company aud approaches Mary Kelle, a weal adviser, for advice. Thiee discussions from
their most recent mecting are shown in Exhibit 7
Discussion
Number Speaker Discussion.
Hill; T would like to sell JCH in three to five years and use the
proceeds 10 fund my retirement. Up to this point, Ihave
reinvested the majority of the profits back into the
business and have not accumulated any meaningful
1 wealth outside the business.
Keller: The first thing we need to consider is the cyclical nature
of the equipment leasing industry, Although the
economy is expanding today, the stage of the business
cycle three years from now is uncertain.
Hill; Ihave several good employees, but I make all of the
strategic operating decisions for the company. T wake
_great pride in the stellar reputation of the company and
have been reluctant to cede any meaningful control. 1
have started the process of looking for a person to assist
with the day-to-day operations of the company
Keller: Because you are the sole owner and chief operator of the
business, you are exposed 10 the consequences of a
negative corporate event that may result in essentially
permanent losses in wealth
Hill: I believe the operating enterprise is worth $45 million,
There is a good chance that a large acquirer would not
want the real estate associated with it
Keller Tam concemerd abou! the tital location, size, tailored
nature of the stuciie, ard the old fel bunks located
hehind the warehe
For each discussion, identify what type of investment risk is being discussed by Hill and
Keller. Sustify each choice. Answer Question J in the Template provided below
Investment
R
Discussion | best describes systematic risk
Systematic tisk is the component of risk that
systematic cannot be eliminated by holding a well-
diversified portfolio. Systematic risi includes
macroeconomic factors such as unexpected
1 changes in the level of real business activity und
unexpected changes in the inflation rate. Given
non- the cyclical nature of the equipment leasing,
systematic business and 3 (a 3 year larget horizon to sell he
company, Hill's concentrated position in JCH is
exposed to systematic risk
Discussion 2 best describes non-systematic
or company specific risk. This type of risk is,
systematic specific to a particular company’s operations,
reputation, and business environment. Hill is dhe
sole owner and chief operator of JCH (key
2 person); therctore. his concentrated position
exposes him toa decline in valne of the
non- company should he become unable to run the
systematic day-to-day operations. Such a negative corporate
event may result in essentially permanent losses
inn weal
patio Discussion 3 best describes non-systematic risk,
or property specific risk. It is the risk that the
3 value of a particular property might fall in value
because Of an event dha could affect Uist
ten property, but not the broader real estate market.
systematic1 refers his friend, Richard Morrison, the former CEO of Masury Dridlge and Iron (MBI), t0
Keller to discuss his wealth goals, Keller meets with Morrison and gathers the following
information
# Richud Morrison is 50 years old and his spouse, Meredith, is 49 yeurs old, Both we
healthy and both expect to live at least an additional 10 years.
The Morrisons have a 20-year-old son and wonld like t transfer 5% of their wealth to
him during their lifetime,
= Richard Mornson retired two years ago and
philanthropic boards, Meredith daes not work
itends to spend his time serving on
= The Morrisons own 2 million shares of MBI, currently valued at $50 million,
representing approximately 9U% of thear wealth,
= MBI is a larue, publicly traded company, and the Morrisons” position equals
approximately 1% of the total market capitalization.
8 The Morrison family depends on dividends from MRI for their day-to-day living,
expenses.
= ‘The cost basis of their MBI shares is close to zero, and the capital gains tax rate is 15%.
= Richard Morrison is loyal to MBI, follows the stock closely, believes he knows the
company better than other investors, and expects the company to continue to be a good.
investment in the future just like it has been in the past
= The Morrisons" Key objective is to maintain their current standard of living during,
retirement
Identify and describe three primary objectives Keller would typically discuss with
clients in the Morrisons" position
The typical objectives Keller would discuss include reducing the risk of wealth
concentration, generating liquidity to diversify and satisfy spending needs, and achieving
the prior objectives in a tax-efficient manner.
State and discuss Avo constraints on the Morrisons" ability to achieve their primary
objectives using an outright sale of MBI shaves,
Two constraints that may inhibit the Morrisons from achieving their primary objective are
the tax consequences of a sale and the attachment of Mr, Morrison to his company as an
investment. With a cost basis of nearly zero, an outright sale in the current year would
result in the Morrisons incurring a capital gains tax of approximately $7.5 million
Explain three emotional biases that may affect Richard Morrison’s decision making.
A number of emotional biases can negatively affect the decision-making of holders of
concentrated positions. Specifically, Richard Morrison’ decision to diversify may be
negatively affected by loyalty effects, overconfidence/familiarity, and status quo/naive
extrapolation of past returns. The facts indicate that Mr. Morrison is extremely loyal to
MBI (loyalty effect); he believes he knows the company better than other investors
(overconfidence/familiarity); and he expects the company to continue to be a good
investment as it has been in the past (status quo/naive extrapolation of past returns).Keller realizes that the Morrisons’ decision making is influenced by psychological
considerations and decides to use a goal-based planning approach. Keller constructs Exhibit 2 to
simplify the discussion at their next scheduled meeting.
Aspirational Risk
Personal Risk Bucket Market Risk Bucket Bucket
3% of Assets 7% of Assets 90% of Assets
Home, $1,110,061 Equities. $1,850,503 MBI Stock,
Cash/Shori-term Investments: Vixed Income: $50,000,000
$556,606 $1,800,404
nimodity. $237,980
Votal: $1,666,667 Fotal: $3,888,889 Fotal: $50,000,000
Describe Keller's use of goal-based planning to highlight the consequences of the
Morrisons’ selecting an asset allocation that is 100 risky.
Goal-ased planning allows the adviser to incorporate psychological considerations into
the asset allocation and portfolio construction process. This approach highlights the
consequences of selecting an asset allocation that 18 riskier than is appropriate tor a
particular investor. A goals-based methodology extends the Markowitz framework of
diversitying market nsk by incorporating scveral notional “risk buckets.” ‘The first bucket
is the personal risk bnckes, which includes assets such as 4 personal residence, vertifieutes
of deposit, treasury sccuritics, and other safe investments. The goal of this bucket is
prowetion from poverty or a decrease in lifestyle, The second bucket is the marker risk
bucket, which includes assets such as stocks and bonds. The goal of this bucket is to
maintain dhe cusent standard of living, The dhisd bucket is the aspirational risk bucket
and includes assets such as a privately owned business, commercial and investment real
estate, and concentrated stock positions. The goal of this bucket is the opportunity lo
increase wealth substantially, This type of risk allocation framework would give Keller a
basis to sit dawn with the Manisons and identify the significant risk dhey face from dein
concentrated position and highlight that their allocations to the personal risk and market
fish buckels ave inadequate
Determine if the current wealth distribution is consistent with the Morrisons’ stated key
objective. Justify your response.
The Morrisons’ current distribution of wealth is inconsistent with their stated ohjcetive of
maintaining their current standard of living. The Morrison family portfolio has 90% of
their wealth allocated to MBI stock, which falls into the high risk/high return aspirational
risk bucket, and only 10% allocated to the personal risk and market risk buckets. A
significantly greater allocation to the personal risk and market risk buckets combined
‘with diversification of the single asset concentration (MBI) would be consistent with the
stated goal of maintaining their current standard of living into retirement.
Keller tells the Morrisons
“Diversification is a bedrock investment principle, and there are several tools that
can be used to mitigate the risk of a concentrated single stock position.
» Identify and deserihe shree tools Keller is referring to in the above statement
The three tools for addressing a concentrated position in a publicly traded common stock
With an outright sale, owners ean sell
inelucle out
the concentrated position, which gives them funds to meet a spending need or reinvest.
An outright sale typically results in significant tax liabilities, Monetization stratesies
provide the owners with funds to spend or reinvest without tggering a taxable event. A
loan against the value of a concentrated position is an example of a monetization strategy
The owner of’ concentiated position ean hedge dhe value of dhe concentiated position
ith derivatives, A long put position is an example of a hedge.Keller and Richard Morrison discuss several hedging techniques and Morrison makes the
following statement
like the strategy that allows me t lock-in a floor price and retain unlimited
upside potential.”
Identify and diseuss the hedging tool that Morrison is mast lekely referring to in the
above statement.
The hedging tal Morrison is most likely describing is a protective put position The
strategy is the combination of a long stock position and a long put position, which would
provide downside protection (lock in a floor price) with unlimited upside particip
Morrison wonld buy put options equivalent to the number af shares to he hedged The put
options would have a strike price that is either at or, more typically, slightly below the
current stock price. Morrison would pay an amount, referred to as the option premium, to
acquire the puts Conceptually, this is similar to the payment af an insurance premium TF
the price of MBI falls below the strike price during the term of the option, the put option
could be exercised at the strike price, providing downside protection. If the share price is,
above the stike price al matutily, Morison would fet the option expire and retain the
upside
A zero-premium collar would not accomplish Morrison's goal to lock in a floor price and
retain unlimited upside potential, A cashless collar is established by buying, put
selling calls on the shares to be hedged. The long put protects the owner of the shares
from any loss below the strike price of the puts. However, the investor forteits some of
tial of he underlying stock, Like a cashless collar, a prepaid variable
forward (PVF) would not accomplish Morrison’s goal. A PVF combines the economi.
of a collar and borrowing against the underlying stock within a single instrument.
‘and
Explain one drawhack of this hedging strategy
There are two potential drawhacks with this hedging strategy The strategy requires an
out-of-pocket expenditure to purchase the put options, which can be significant
depending on a number of factors, including the volatility of the stock, the strike price,
and maturity. Another potential drawback is the credit risk of the counterparty.
Counterparty risk is greater for an over-the-counter (OTC) derivative because the investor
incurs Ue credit tisk of a single Counterparty, Will respect to exclanue-tracled
unients, because a clearinghouse is the counterparty and guarantees dhe insu ument,
the investor incurs significantly less counterparty risk
Keller also discusses a yield enancement strategy and asks Mortison to establish a liquidation
value at which he would be willing to sell 10% of his position in MBI
. State and discuss the tool Keller is most likely recommending to Morrison,
Keller is most likely recommending writing covered calls against 10% of Morrison's
shares in MBI, Morrison would sell call options with a strike price that is above the
current price of MBI and in return receive premium income (yield enhancement) from the
sale of the call options, The strategy effectively allows the investor to establish a
Liquidanon valne (the strike price) for the shares he/she writes call options against. If the
stock price increases ahove the strike price at maturity, the calls will be exercised and
Morrison will deliver his long shares. Ie would receive a total sum equal to the strike
price of the calls and the premium from the initial sale of the calls. If MBI closes at or
helow the strike price at expiration, the calls will expire worthless and Morrison will
retain the option premium and the long shares. One of the most significant benefits of
implementing a covered call writing program is that it can psychologically prepare the
‘owner to dispose of his/her shares.
Explain éve dhawbacks (this strategy
There are two potential drawbacks with this strategy: The investor retains full downside
exposure to the shares (to the extent the share price decreases by more than the premium
received), and the upside potential is limited (the call strike price plus the premium
received).Keller and John C. Hill, the sole owner of JCH Equipment Leasing Co. (ICH), meet to further
consider alternate strategies to achieve his objectives of selling JCH, diversifying his single
asset concentration, minimizing taxes, and retiring within a 3-5 year time period. Hill believes.
that tax rates are likely to increase in the near future. In the course of a discussion with Hill,
Keller recommends that Hill meet with a reputable “middle market” private equity firm to
discuss a leveraged recapitalization strategy.
Describe a leveraged recapitalization strategy and determine if this strategy will
accomplish Hill’s objectives.
A leveraged recapitalization is a strategy that involves retooling a company’s balance
sheet in parmership with a private equity firm. A recapitalization stratezy is a “staged
exit strategy, which allows the cwner to have two liquidity events, one up-front and a
second typically within a 3 to 5 ycar timeframe, when the private equity firm cashes out
of the investment. The private equity firm generally invests equity capital and urranges
debt with senior ar subordinated lenders ‘The owner transfers his/her stock for cash and
an ownership interest in the newly capitalized entity. This allows the owner to monetize a
significant portion of his/her business equity (ly pically 60% (o 80%) and retain
significant upside potential with the remaining ownership (typically 20% to 40%). The
after-tax proceeds the investor receives could be deployed into other asset classes to help
build a diversified portfolio, Additionally, the retained stake motivates the owner to grow
the business,
From a tax perspective, the owner is taxed currently on the cash received and typically
receives a tax deferral on the stock rolled aver into the new entity. This strategy would be
appealing to a business owner considering selling a private business in the near future and
residing in a jurisdiction where ix rates are scheduled to increase,
A leveraged recapitalization strategy appears to be appropriate to meet Hill’s objectives
The strategy would allow Hill to reduce the risk of his wealth concentration, generate
liquidity to diversify his single asset concentration, minimize his tax liability before tax
rates increase, and retire in a 3~S year time period
Explai
avo disadvantages to this exit plan,
There are two potential disadvantages to employing a leveraged recapitalization strategy
Private equity firms are financial buyers and, as such, they typically will not pay as high a
price as strategic buyers because they do not have the same opportunity as strategic
buyers to take advantage of financial and operating synergies. A second potential
disadvantage is that the owner relinquishes control of the company.