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SFM Fin
SFM Fin
SFM Fin
Where;
r= IRR
Ct = Cash flows in year ‘t’
C0 = Cash flows in year ‘0’
It is Solved using interpolation between 2 discount rates, which give a positive and negative value of NPV;
r= l + a (h-l)/(a-b)
Where;
l is the lower discount rate with positive NPV (a)
h is the higher discount rate with negative NPV (b)
Question: A Project costs $16000 and is expected to generate cash inflows of $8000, $7000 and $6000 at the end of each
year for the next 3 years. Find the project’s IRR. Is the investment profitable if investors’ required return is 20%?
III: Profitability Index (Benefit/Cost Ratio) (PI); PV (Inflows)/Initial Cash Outlay
Question: The initial cash outlay of a project is $100,000 and it can generate cash inflow of $40,000, $30,000, $50,000 and
$20,000 in year 1 through 4. Compute its NPV and PI at 10% discount rate.
IV: Payback Period (PB); Number of years required to recover the original cash invested in the project
In case of equal cash inflows; PB= Initial Investment/Annual Cash Inflow
In case of unequal cash inflows; add up cash inflows until the total is equal to initial cash outlay
Question: A project requires an outlay of $50,000 and yields annual cash inflow of $12,500 for 7 years. Find its payback
period.
Question: A project requires a cash outlay of $20,000 and generates cash inflows of $8,000, $7,000, $4,000 and $3,000
during the next 4 years. Find its payback period.
V: Discounted Payback Period; Number of periods taken to recover the investment outlay on present value basis
VI: Accounting Rate of Return (ARR); Average Income/Average Investment
Where;
Average Income= Earnings after taxes without adjustment for interest (Net Operating profit after tax) (EBIT(1-t))
Question: A project costs $40,000. Its stream of EBDIT during the first 5 years is expected to be $10,000, $12,000, $14,000,
$16,000 and $20,000. Calculate the project’s ARR assuming a 50% tax rate and depreciation on straight-line basis.
Comparison of NPV and IRR
NPV Profile
14,000
12,000
10,000
8,000
6,000
NPV
4,000
2,000
0
-2,0000% 5% 10% 15% 16% 20% 25%
-4,000
-6,000
Discount Rate
Incremental IRR
Project C0 C1 C2 C3 NPV (@ 9%) IRR
B-A 0 -1260 140 1370 20 10%
Project B is better than A in spite of lower IRR, because it offers all that
project A offers and the opportunity to make additional investment @10%
II: Different Scale of Investment
Projects C0 C1 NPV (@ 10%) IRR
A -1000 1800 636.36 80%
B (Better) -100,000 150,000 36,363 50%
Question: Compute MIRR of an investment with the following cash flows if the opportunity cost of capital is 15%;
C0 C1 C2 C3 C4 C5 C6
-120 -80 20 60 80 100 120
Comparison of NPV and PI
They can lead to conflicting solutions in case of mutually exclusive
projects
Project A Project B Project A-B
PV (Cash Inflows) 100,000 50,000 50,000
Initial Outlay 50,000 20,000 30,000
NPV 50,000 30,000 20,000
PI 2 2.5 1.67 (Incremental PI>1)
Project A is better
Prefer NPV rule except in situations of Capital Rationing
Complex Investment Decisions
I: Mutually exclusive projects with different lives
II: Investment timing and duration
III: Investment decisions under Capital Rationing
• External Capital Rationing: Occurs due to imperfection in capital
markets. It may be due to deficiency in market information or rigid
attitude of investors that may hamper the free flow of capital
• Internal Capital Rationing: Refers to self imposed restrictions by the
management
I: Mutually Exclusive projects with different lives
Question: A firm is considering investment in project X or Y. X and Y require an initial outlay of
$24,000 and $44,000 respectively. They give net cash inflows of $14,000 each year for the next 3
years and $16,000 each year for the next 5 years respectively. Which project should the firm
prefer if the required return of investors is 15%?
Solution: NPVX = $7,962
NPVY = $9,632
Here, NPV of X and Y is realised within 3 years and 5 years respectively. It would be inappropriate
to use the NPV rule as it has a bias for longer life.
To evaluate such situations, we can use;
1. Replacement Chain Analysis (Assumes that the firm replaces these projects at the end of life of
each project till we arrive at equal periods of time. Then a comparison of NPVs is made)
2. Annual Equivalent Value (AEV) (Comparison is made by annualising NPVs over respective lives
of the project)
Replacement Chain Analysis
C0 C1 C2 C3 C4 C5 C6 C7 C8 C9 C10 C11 C12 C13 C14 C15 NPV
(in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000) (in ‘000)
X -24 14 14 14 14 14 14 14 14 14 14 14 14 14 14 14 20,408
(Better) -24 -24 -24 -24
Y -44 16 16 16 16 16 16 16 16 16 16 16 16 16 16 16 16,832
-44 -44
C0 C1 C2 C3 NPV PI
(in ‘000) (in ‘000) (in ‘000) (in ‘000)
(Ranking)
A -50 30 25 20 12.94 1.26 (III)
B -25 10 20 10 8.12 1.32 (I)
C -25 10 15 15 7.75 1.31 (II)
Solution: Prefer PI
A: NPV = 12.94
B+C: NPV = 15.87
Limitations of PI:
1. Multi-period Constraint
Eg; In the previous case, the firm also had an option to invest in project
D in year 1. It has additional budget of $50,000 in year 1.
C0 C1 C2 C3 NPV PI
(in ‘000) (in ‘000) (in ‘000) (in ‘000)
(Ranking)
A -50 30 25 20 12.94 1.26 (III)
B -25 10 20 10 8.12 1.32 (I)
C -25 10 15 15 7.75 1.31 (II)
D ----- -80 60 40 6.88 1.09 (IV)
Alternate Combinations:
B+C+D: Not possible due to limited funds
A+D: Possible; NPV = 19.82 (Best Option; here low PI projects are
better)
B+C: Possible; NPV = 15.87
2. Situations in which projects are indivisible
Eg; Consider the following projects available with a firm which is subject to a budget constraint of $1,000,000
Outlay NPV PI (Ranking)
A 500,000 110,000 1.22 (I)
B 150,000 -7500 0.95 (VI)
C 350,000 70,000 1.20 (II)
D 450,000 81,000 1.18 (IV)
E 200,000 38,000 1.19 (III)
F 400,000 20,000 1.05 (V)
Value of the firm (D+E) 2200000 Value of the firm (D+E) 2280000
ko 10% 10%
V 20,00,000 20,00,000
D 300000 400000
ke 10.71% 11.00%
Suppose an investor holds 10% equity of L Co., his ownership is $350,000. He gets 10% of PBT (i.e. $70,000)
He sells his stake in L Co., gets $350,000 and borrows 10% of debt value ($300,000); thereby creating personal leverage
Out of $650,000 he invests 10% in U Co. ($500,000)
His net return is $70,000, i.e. $100,000 (10%*$1,000,000) less $30,000 (interest on debt). Additionally, he has remaining un-invested
amount of $150,000
This process continues till market values of both firms are the same
MM Hypothesis
(Proposition II)
This provides justification for the levered company’s cost of capital
remaining the same
ke increases to offset the advantage of debt (ke of the levered firm
should be higher than ke of the unlevered firm)
This can be explained with the following equation:
ko = ke(E/V) + kd(D/V)
ke = ko + [(D/E)*(ko-kd)] (The second term in this equation represents
the financial risk premium)
Criticism of MM Theory
The theory would not hold true in presence of taxes and transaction costs
The assumption that firms and individuals can borrow and lend at the
same rate, does not hold in practice. In practice, firms have a higher
credit standing and can borrow at lower rates
Homemade (Personal) Leverage and Corporate Leverage are not
substitutable. If the levered firm goes bankrupt, investors loose to the
extent of their investment. But if investors create personal leverage and
invest in unlevered firm, with bankruptcy of the unlevered firm he will
loose shares of the unlevered company and would also be liable to return
the amount of his personal loan
MM Theory
(With Corporate Taxes)
Incorporating taxation into our analysis will result in the irrelevance of capital structure breaking down
To illustrate, consider an infinitely lived, levered firm. Assume that it earns cash flow X t in period t, the following funds are paid to the investors in
the firm:
Ct = rdD + (1-tc)(Xt-rdD) = (1-tc)(Xt) + tcrdD
where rdD is the interest paid every period, tc is corporate tax rate
The first term of the equation is the payment made by an unlevered firm with cash flow X t in period t. Hence, discounting this stream of funds at
an appropriate rate yields a present value of V U
The second term is the gain made by the levered firm in saving on its corporate tax through using debt in the capital structure. This is known as
the tax shield advantage of debt.
The cash flows arising on account of interest tax shield are less risky than the firm’s operating income that is subject to business risk. Interest tax
shield depends upon the corporate tax rate and the firm’s ability to earn enough profit to cover the interest payments. The corporate tax rates
do not change very frequently and the levered firm is assumed to earn at least equal to the interest payable otherwise it would not like to
borrow. Thus, the cash inflows from interest tax shield can be considered less risky, and they should be discounted at a lower discount rate. It will
be reasonable to assume that the risk of interest tax shield is the same as that of interest payments generating them. Thus, they are discounted
at the required return by debt holders
Market value of the firm can be estimated using the following equation:
VL = VU + tcD
According to the above equation, firms must choose leverage as large as possible. However, firms with higher levels of debt in their capital
structure incur greater costs of financial distress
MM Theory
(With Corporate and Personal Taxes)
If debt holders are subject to personal tax td, the amount of interest received by them will be rdD(1- td)
If equity holders are subject to personal tax t e, the amount of income received by them will be (Xt-rdD)(1-tc)(1-te)
Hence, the total amount paid by the firm is:
= (Xt-rdD)(1-tc)(1-te) + rdD(1- td)
= Xt(1-tc)(1-te) + rdD [(1- td)-(1-te)(1-tc)]
First term in the above equation represents cash flows accruing to equity holders of an unlevered firm (with identical cash
flows to the levered firm). Hence, discounting this stream of funds at an appropriate rate yields a present value of V U
The second term should be discounted at the post personal tax return on debt; r d(1- td)
The value of the firm can be written as;
VL=VU+D[1- {(1-tc)(1-te)}/(1-td)]……………………..(1)
This implies that if (1-tc)(1-te) > (1-td); tax advantage is negative and the optimal capital structure choice is all equity
If the preceding inequality is reversed, the tax advantage is positive and optimum capital structure involves issuing as
much debt as possible
Miller’s Equilibrium
On reconsidering the MM hypothesis with corporate and personal taxes, we derive the
Miller’s equilibrium in a setting where investors differ in their tax rates on personal
income
The Miller’s equilibrium is obtained by stating that demand for debt must be equal to
supply for debt in equilibrium
Let us denote the required return by debtholders and equity holders as r d and re
respectively; and corporate tax rate, personal tax rate on debt income and equity income
as tc, td and te respectively
Firms are willing to issue debt if;
rd (1-tc) < re…………………………(2)
Investors are willing to hold debt if;
rd (1-td) > re (1-te)………………..(3)
To understand Miller’s equilibrium, let us assume that the pre tax return on debt, rd, offered by firms
is equal to the pre tax return on equity, re.
In this case, firms are willing to issue debt which tax exempt investors are willing to buy as both
inequalities in equation (2) and (3) are satisfied
Firms have incentive to increase leverage and will continue to replace equity with debt by increasing
the return rd they offer to attract investors with higher personal income tax rates until; rd =
[re(1-te)]/(1-td) = re/(1-tc)
If the rate of return offered on debt is lower than re/(1-tc), firms still have incentive to issue more
debt as, at this point, it is still profitable to issue debt to investors with marginally higher personal
income tax rates
In contrast, if the rate of return offered on debt is higher then re/(1-tc), firms would be better off
issuing equity than debt
Thus, in equilibrium there is no advantage for firms to issue debt as the equilibrium rate of return
offered to debt holders is such that firms are indifferent between issuing debt and equity. In
equation (1), VL = VU, as (1-tc) (1-te) = (1-td)
The after tax Miller’s theory hence implies that there is an equilibrium aggregate amount of debt
outstanding in the economy which is determined by relative corporate and personal tax rates
However, the amount of debt issued by any particular firm is a matter of indifference
Trade-off Theory of Capital Structure
Financial managers often think of the firm’s debt-equity decision as the
trade-off between interest tax shields and the costs of financial distress
Financial distress refers to a situation when the firm is unable to meet its
financial obligations. Continuous failure to do so may lead to bankruptcy. For
a given level of operating risk, chances of financial distress increase with
increasing leverage; and it may increase with increasing business risk
The trade-off theory recognises that target debt ratios may vary from firm to
firm. Companies with safe, tangible assets and plenty of taxable income to
shield ought to have higher target ratios. Whereas, unprofitable companies
with risky, intangible assets ought to rely primarily on equity financing
Costs of Financial Distress
Direct Costs: Legal costs of bankruptcy proceedings, sale of assets at distressed prices
Indirect Costs: Can arise amongst financially distressed firms that are close to bankruptcy. It can
affect actions of various stakeholders in the following manner;
1. Employees: They are demoralised and worried about the future of the company. Efficient
employees may start to leave the organisation and productivity may decline
2. Customers: They doubt the product and service quality of the firm, leading to reduction in demand
3. Suppliers: They would discontinue or curtail credit
4. Managers: They expropriate the firm’s resources and take decisions with the short term view. They
may focus on cost cutting, leading to reduction in quality. To avoid risk, they may pass profitable
opportunities and take sub-optimal decisions
5. Investors: They are not willing to supply capital to the firm
6. Shareholders: They start behaving differently and may prefer sub-optimal projects with
low/negative NPV
Agency Problems and Agency Costs
Agency problems arise due to conflict of interest between Debt-Holders, Shareholders and Managers
Agency costs refer to the difference between value of a hypothetical firm that is perfect and value of
an actual firm
Agency problems due to conflict between shareholders and managers: Managers may not undertake
risky proposals (thereby forego profits) to protect their jobs and may transfer shareholder’s wealth
by higher perks
Agency problems due to conflict between shareholders and debtholders: It leads to the following
distortions in investment strategies;
I. Debt Overhang Problem
II. Short-sighted Investment Problem
III. Asset Substitution Problem
IV. Reluctance to Liquidate Problem
Agency problems may lead to departures from MM I
I. Debt Overhang (Underinvestment Problem)
Firms with large levels of outstanding debt may pass up positive NPV
projects as it may not favour equity holders. Such firms see a reduction in
corporate value.
Eg; A firm invests $10,000 by Equity in time T0. This investment pays off
$20,000 in T1. The firm receives cash flows at T0, which reflects its past
investment decisions. These cash flows are uncertain and depend on the
economic situation. They may be equal to $50,000, $80,000 and $130,000
with a probability of 0.25,0.5 and 0.25 respectively. Also, the firm issued a
debt with face value of $100,000 in the past, which is to be repaid in T1.
Find the NPV of this project. In the given situation, will the firm accept
this project? Assume discount rate = 0.
Solution;
State 1 2 3
Probability 0.25 0.5 0.25
T0 (Cash Inflows) 50,000 80,000 130,000
T0 (Cost) 10,000 10,000 10,000
T1 (Cash Inflows) 20,000 20,000 20,000
NPV: $20,000-$10,000 = $10,000
Pay off to Debtholders in T1:
In state 1; $70,000
In state 2; $100,000
In state 3; $100,000
Pay off to Equity holders in T1:
In state 1 & 2: 0
In state 3; $20,000-$10,000 = $10,000
Expected pay off;(0.25 * $20,000) – $10,000 = $-5000
Since managers work in favour of equity holders, they reject this positive NPV project, as cash flows
are accruing to debt holders whereas equity holders bear the cost
II. Short-sighted Investment Problem
Highly levered firms prefer projects that pay off quickly. These firms may accept projects with lower NPV and forego
projects with a longer life and higher NPV. They have a myopic view on investment decisions
Eg; A firm has debt obligations of $100 million and $40 million due in year 1 and 2 respectively. It is considering 2 mutually
exclusive projects; A & B. Project A is a short term project which is expected to give $50 million in year 1. Project B is a long
term project which is expected to give $20 million and $40 million in year 1 and 2 respectively. Cash flows from existing
assets are expected to be $50 million in year 1 and $60 million (favourable state, probability=0.5) or $10 million
(unfavourable state, probability=0.5) in year 2. Which project should the firm select? Assume discount rate = 0.
Debt Due Existing cash flows Cash flows from Cash flows from
project A project B
Year 1 $100 million $50 million $50 million $20 million
Year 2 $40 million $60 million 0 $40 million
(Favourable State)
$10 million
(Unfavourable
State)
NPV $50 million $60 million
Solution;
Pay off to Debtholders:
Project A;
Year 1: $100 million
Year 2: $(40 million + 10 million)/2= $25 million
Project B;
Year 1: $100 million ( They receive $70 million. Thus, the firm issues sub-ordinate debt worth $30 million and pays it off in year 2)
Year 2: Existing debt holders= $40 million, New debt holders= $(50+10)/2 million = $30 million
(Total debt = $90 million; sub-ordinate debt holders demand $50 million to recover their investment of $30 million)
{(0.5*x)+(0.5*10)=30}
Pay off to Equity Holders:
Project A;
Year 1: 0
Year 2: $ 20 million in favourable state
Expected payoff = $10 million
Project B;
Year 1: 0
Year 2: $10 million in favourable state
Expected payoff = $5 million
Since managers work in favour of equity holders, they favour project A in spite of lower NPV
III. Asset Substitution Problem
Debt provides incentive for firms to take risk. Highly levered firms may substitute risker investment projects for less risky ones
Eg; A firm has to choose between two mutually exclusive projects costing $70 million each. Out of this $40 million is raised using debt and
$30 million using equity. Their payoffs in favourable and unfavourable states are given below:
Project Unfavourable State Favourable State Expected Value NPV Risk (S.D.)
(Prob.= 0.5) (Prob. = 0.5)
A $50 million $100 million $75 million $5 million $ 25 million
kd = i= Int./B0
Where,
Compute its WACC with weights based on book value and market value.
Cost of equity, preference shares and debt is 18%, 11% and 8% respectively
Divisional and Project Cost of Capital
• Firm’s risk is composed of Operating and Financial Risk. Operating risk arises due to
uncertainty of cash flows of the firm’s investments. Financial risk arises on account of the use
of debt for financing investments
• Firm’s cost of capital reflects the return required on its securities commensurate with the
perceived average risk
• Thus, it would be inappropriate to use this for evaluating individual decisions or investment
projects with different degrees of risk
• However, it may work well in case of companies that have a single line of business or where
different businesses are highly correlated
• For diversified businesses or projects it is essential to estimate the required rate of return for
each division or project. This is done using the pure-play technique
• Alternately, the firm may adjust the WACC of firm or division upwards or downwards using a
risk adjustment factor (R ); Adjusted WACC = WACC +/- R
The Pure-Play Technique
It uses Beta of comparable firms or pure-play firms (i.e. firms in the same industry or business) as a proxy for
the beta of the division or the project. It involves the following steps:
1. Identify comparable firms
2. Estimate equity betas (levered beta) for comparable firms
3. Estimate asset betas (unlevered beta) for comparable firms
ßa = ßd (D/V) + ße (E/V)
Assuming ßd = 0, ßa = ße (E/V) = ße [1-(D/V)]
4. Calculate the division’s asset beta (by taking average of ßa of comparable firms)
5. Using asset beta, estimate the division’s levered beta
ße = ßa/ 1-(D/V)
6. Calculate cost of equity for the division using the levered beta [k e = rf+ ße(rm-rf)]
7. Calculate the overall cost of capital for the division ko = [kd*(1-t)*(D/V)] + [ke*(E/V)]
Question: A company (X Ltd.) wants to diversify into garments business and make a new division. It has
found a comparable garments company of approximately same characteristics as the proposed division. It
has ße = 1.35 and debt ratio of 0.8. The corporate tax rate is 40%. X Ltd. will have a debt ratio of 50% for the
proposed business. Find the cost of equity for the new division with risk-free rate and market premium of 5%
Capital structure Planning
Important Issues in Capital Structure
Planning
The following questions need to be addressed:
• How should the investment project be financed?
• How does financing affect shareholders’ risk, return and value?
• Does there exist an optimum financing mix in terms of maximum
value to the firm’s shareholders?
• Can the optimum financing mix be determined in practice for a
company?
• What factors in practice should a company consider in designing its
financial policy?
Leverage Analysis
• It refers to analysis of relation between 2 interrelated variables
• It analyses the responsiveness of one financial variable to another
• Firms’ profits are affected by Operating Leverage and Financial
Leverage
• Operating Leverage affects a firm’s operating profits/net operating
income (EBIT) whereas Financial Leverage affects PAT or EPS
Operating and Financial Risk
Operating Risk:
• It can be defined as the variability of EBIT (Return on Assets)
• The internal and external environment in which a firm operates, determines the variability
of EBIT
• The variability of EBIT is comprised of variability of sales and variability of expenses
Financial Risk:
• It refers to variability in EPS
• It is associated with usage of debt in capital structure
• Firms exposed to same degree of operating risk can differ with respect to financial risk
when they finance their assets differently
Riskiness of EBIT and EPS is measured using standard deviation and coefficient of
variation
Degree of Operating Leverage (DOL)
Can be computed as;
= % Change in EBIT / % Change in Sales
= Contribution/EBIT
= 1+(Fixed Cost/EBIT)
The presence of fixed cost leads to Operating Leverage
DOL is 1 in absence of any fixed cost
Introduction of Fixed Cost magnifies operating profits at higher levels of operations
DOL is Positive (Negative) when the firm is operating above (below) the Breakeven level
Break Even Level: Level of Sales just sufficient to cover its variable and fixed costs
Degree of Financial Leverage (DFL)
Can be computed as;
= % Change in EPS / % Change in EBIT
= EBIT/PBT
= 1+(Interest/PBT)
= EBIT (1-t)/PBT (1-t)-PD; in presence of Preference Dividends (PD)
The presence of fixed financial charge leads to Financial Leverage
DFL is 1 in absence of any fixed financial charge
DFL is Positive (Negative) when the firm is operating at a level above (below) the Financial Break Even level
Financial Break Even Level: Level of EBIT just sufficient to cover fixed financial
charges. At this level, EPS=0.
EBIT= Int.
or
EBIT= Int. + PD/(1-t)
Measures of Financial Leverage
Debt Ratio: D/D+E
This measures the debt to total capital, and can range between 0-1
Debt-Equity Ratio: D/E
This is used more popularly in practice. Its value can range from 0 to any large number
The above 2 ratios can be expressed either in terms of book values or market values. However,
using market value is theoretically more appropriate as it reflects the current attitude of investors
Interest Coverage Ratio: EBIT/Interest
This indicates the capacity of the company to meet fixed financial charges with
Net Operating Income (EBIT)
The use of fixed-charges sources of funds along with owners’ equity in the capital structure, is
described as financial leverage or gearing or trading on equity
Degree of Combined Leverage (DCL)
• DOL and DFL are combined to see the impact of total leverage on EPS
Can be computed as;
= % Change in EPS / % Change in Sales
= Contribution/PBT
Question: A firm has sales of Rs.1,000,000; Contribution margin of 30% and fixed costs of Rs.
150,000. It has debt of Rs. 800,000 at 10% interest rate. What are the operating, financial and
combined leverages? If the firm wants to double its EBIT, how much rise in sales would be needed on
a percentage basis?
Question: A firm has Sales of Rs. 8,000 million. Variable Costs are 70% of sales and it incurs fixed cost
of Rs. 450 million. It pays interest of Rs. 1,000 million on debt and is subject to tax rate of 30%.
Calculate different types of leverage. Estimate the percentage change in EPS if sales increase by 5%?
Question: A firm has interest liability of Rs. 20,000 and preference dividend of Rs. 36,000. Given the
tax rate of 30%, find out the financial break even level.
EBIT-EPS Analysis
With leverage analysis, we analysed the relation between change in sales level and EPS
Under EBIT-EPS analysis, we analyse the impact of different patterns of financing on EPS
With a particular level of EBIT, we analyse the level of return available to shareholders under different
conditions of financing
Question: A company expects an EBIT of Rs.150,000 P.A. on an investment of Rs. 500,000. It has 4 options to
raise required funds:
1. Issue Equity (Shares of Rs. 100 each)
2. Raise 50% funds by Equity and 50% funds by 12% Preference Shares
3. Raise 50% funds by Equity, 25% by 12% Preference Shares and 25% by
10% Debt
4. Raise 25% funds by Equity, 25% by 12% Preference Shares and 50% by
10% Debt
Analyse the impact of different financial plans on EPS, assuming that the firm is subject to tax rate
of 50%
Plans 1 2 3 4
Plans 1 2 3 4
EBIT 90,000 90,000 90,000 90,000
1
EPS
0.5
0
1000000 2000000 2800000 3000000 4000000
-0.5
EBIT
Plan A Plan B
Mergers and Acquisitions
Merger vs Acquisition
The terms ‘mergers’ and ‘acquisitions’ are often used interchangeably, although in actuality, they
hold different meanings
When one company takes over another entity, and establishes itself as the new owner, the
purchase is called an acquisition.
From a legal point of view, the target company ceases to exist, the buyer absorbs the business,
and the buyer's stock continues to be traded, while the target company’s stock ceases to trade.
On the other hand, a merger describes two firms of approximately the same size, who join forces
to move forward as a single new entity, rather than remain separately owned and operated.
This action is known as a ‘merger of equals’. Both companies' stocks are surrendered and new
company’s stock is issued in its place.
In case we do not observe a ‘merger of equals’, the two parties involved in the deal are referred
to as Bidder (the buying firm which initiates the offer) and Target firm (the acquired firm which
receives the offer)
Types of Mergers & Acquisitions (M&A)
Strategic M&A:
• Such transactions yield value through taking advantage of operating
synergies. Two firms prove to be more profitable combined than separate
• It can further be divided into Horizontal and Vertical mergers
• Horizontal merger takes place between 2 firms in the same line of business
• Vertical merger involves companies at different stages of production. The
buyer expands back towards the source of raw material or forward in the
direction of the consumer
Conglomerate M&A: Involve companies in unrelated lines of business to
gain benefits of diversification
Financial M&A:
• Such transactions do not involve any operating synergies, instead they
give benefits of synergy in financing activities
• The bidder believes that target firm’s management is not working
efficiently, and it takes over the firm to take advantage of corporate
inefficiencies. This is referred to as a Disciplinary takeover
• They are often structured as Leveraged Buyouts (LBOs), where significant
amount of borrowed money is used to meet the cost of acquisition
• By structuring the transaction as an LBO, the responsibility to pay interest
and repay debt, forces the management to perform better which results
in increased productivity. It also gives benefits of interest tax shields
Motives of Mergers
To achieve Operating Synergies:
• Benefits of economies of scale in case of horizontal mergers. Also, a merger between competitors results in
a less competitive market
• Vertical mergers can eliminate various coordination and bargaining problems
To achieve Financial Synergies:
• These are associated with tax advantages of debt that can be achieved in LBOs and Conglomerate
mergers . Since diversification reduces the risk of bankruptcy, the firm can increase the amount of debt in
the firm’s optimal capital structure and lower the firm’s cost of capital
Management incentive issues: Disciplinary takeovers may be intended to correct non value maximising
policies. Such takeovers are usually structured as LBOs or MBOs (Management Buyouts are transactions
where a company’s management team purchases the assets and operations of the business they manage)
Tax Motivations: When one of the two merged companies had past losses, and firms are combined; then
losses of unprofitable firms become valuable tax shields for the profitable firm
Surplus Funds: Firms generating substantial amounts of free cash flows that lack profitable investment
opportunities can purchase other companies’ shares
Disadvantages of Mergers
Reduction of Value:
• Combining two firms can destroy value, if managers of the combined
firm transfer resources between the firms and don’t do away with a
losing business in operation
• Also, at times the top management may be reluctant to cut jobs
Reduction of information contained in stock prices:
• Mergers can reduce the information contained in stock prices. When
two firms combine, there is one less publicly traded stock.
Valuing M&A
Since additional value is created by combining firms, the acquiring firm offers a premium
over the target company’s stock price to purchase the firm
P.V. (Acquisition) = P.V. (Firm) + P.V. (Synergies)
Eg; Co.B is currently selling for $22 per share and has 1 million outstanding shares. Co.A
is considering the acquisition of Co.B. It believes that by combining sales force, it can
generate savings of $500,000 P.A. They expect the savings to be permanent and certain.
If the discount rate is 10%, how much is the worth of Co.B to Co.A?
Solution:
P.V.(Savings) = 500,000/0.1 = $5,000,000 = $5 per share
P.V. (Co.B) = 22+5= $27
(However, in practice the target firm’s stock price may reflect the probability that the firm
may be taken over at a premium. Adjustments should be made accordingly)
Methods of Financing M&As
• M&As can be financed by purchasing the target company with cash or by offering the target
shareholders its own stock in exchange for the target’s stock
• In case the compensation is made using stock, the offer is expressed in terms of exchange
ratio (swap ratio), which is defined as the number of shares the acquiring firm is willing to
give in exchange for one share of the target firm. Eg; an exchange ratio of 0.5 means that the
acquiring firm is willing to give half a share for every share of the target firm
• The commonly used bases for establishing the exchange ratio are book value per share,
earnings per share, market price per share, dividend discounted value per share and
discounted cash flow value per share
Eg; A Ltd. (acquiring firm) wants to acquire B Ltd. (target firm). M.P. of A Ltd. and B Ltd. is $21
and $14 respectively. The exchange ratio is calculated as M.P (target co.)/M.P. (acquiring
company); 14/21 = 2:3. This means that for every 3 shares in B Ltd., 2 shares of A Ltd. will be
offered
Eg; A Ltd. (acquiring firm) wants to acquire B Ltd. (target firm). EPS of A Ltd. and B Ltd. is $5
and $2 respectively. The exchange ratio is calculated as EPS (target co.)/EPS (acquiring
company); 2:5. This means that for every 5 shares in B Ltd., 2 shares of A Ltd. will be offered
Factors affecting financing methods
Tax Implications: Target company’s shareholders generally prefer
stock offer, as then they would not need to pay capital gains tax on
shares. Also, if they need cash, they can obtain it by selling shares.
Capital Structure Implications: If firms are over leveraged, they may
want to finance the M&A using stock compensation. If firms are
under leveraged, they may want to finance the transaction with debt
Asymmetric Information Effects: When the management believes
that shares of their firms are under priced, they are less likely to
finance the M&A with stock as they would have to offer more number
of shares as compensation and vice versa.
Costs and Benefits of Merger
Assume Co.A is acquiring Co.B. In this case we need to find out the NPV of this decision to A and
B. Co.A is making a capital investment decision, whereas Co.B is making a capital disinvestment
decision
In case the merger is executed with cash compensation;
Benefits of the Merger: PVAB – (PVA + PVB)
Cost of the Merger (For Co.A): Cash – PVB
NPVA = Benefit – Cost = PVAB – PVA – Cash
NPVB = Cost to A = Cash – PVB
In case the merger is executed with stock compensation;
Benefits of the Merger: PVAB – (PVA + PVB)
Cost of the Merger (For Co.A): αPVAB – PVB
(where α is the proportion of combined share capital held by shareholders of Co.B)
NPVA = Benefit – Cost = PVAB – PVA – αPVAB
Question: Firm A and B have a value of $20 million and $5 million
respectively. If the two firms merge, cost savings with a present value
of $5 million would occur. Firm A proposes to offer $6 million cash
compensation to acquire firm B. Calculate the NPV of the merger for
both the firms.
Solution:
Benefit of the merger=$5 million
Cost to A = Cash – PVB = $6 million - $5 million = $1 million
NPV (A) = $5 million - $1 million = $4 million
NPV (B) = Cost to A = $1million
Question: Firm A plans to acquire firm B. The relevant financial details of the two firms, prior to merger announcement are:
Firm A Firm B
Market price per share $50 $20
Number of shares 1,000,000 500,000
outstanding
Market Value of the firm $50,000,000 $10,000,000
The merger is expected to bring gains which have a present value of $10 million. Firm A offers 250,000 shares in exchange of 500,000 shares
to shareholders of firm B. Calculate the NPV of the merger for both the firms.
Solution:
Benefit of the merger=$10 million
Cost to A = αPVAB – PVB
α = 250,000/(250,000+1,000,000)=0.2
Thus, Cost to A = 0.2($70,000,000)-$10,000,000= $4,000,000
Note: PVAB = $50 mill. + $10 mill. + $10 mill. = $70 mill.
NPV (A) = $10 million - $4 million = $6 million
NPV (B) = Cost to A = $4 million
Question: Consider two firms X and Y, that compete in the same
product market. Corporation X currently has 1 million shares
outstanding, each with value of $2. Firm Y has 500,000 shares on offer
and share price of $10. Firm Y is contemplating takeover of
corporation X, as it knows that corporation X is being run inefficiently.
Firm Y estimates that, if it takes corporation X over, it could increase
firm X’s net cash flow by $300,000 per year. Assume that these firms
are infinitely lived. The relevant cost of capital for firm X is 10%. Find
the payoffs of firm X and Y in the following situations:
1. Firm Y agrees to purchase every share in firm X at a price of $3 per
share
2. Firm Y offers 1 share to shareholders of firm X for every 4 shares
they hold
Also find the share price of the merged enterprise.
Solution:
Co.Y Co.X
No. of outstanding shares 500,000 1,000,000
M.P per share 10 2
M.V. of the firm 5,000,000 2,000,000
Where,
ENPV: Expected NPV
ENCF: Expected Net Cash Flow
K: Discount Rate
ENCFt = NCFjt * Pjt
NCFjt and Pjt : Net Cash Flow and Probability for jth event in period t
Risk (Using Standard Deviation and Coefficient of Variation)
n
σt = √∑ (NCFjt – ENCFt)2 Pjt
t=1
n
σProject = √∑ (σt * PVFt)2
t=1
αt = (1+kf)t/(1+k)t
Question: Calculate the financial break even point of the following project with an initial
investment of $30,000 and following inflows for the next 5 years:
Sales: $42,000
Variable Costs: $28,000
Fixed Costs: $3,000
Depreciation: $2,000
Assume tax rate of 50% and discount rate of 10%
Scenario Analysis
Takes into consideration the inter-relation of variables unlike
sensitivity analysis
To analyse risk if an investment we analyse the impact of alternate
combinations (scenarios) on the project’s NPV or IRR
(Eg; The sales volume can be increased by reducing selling price and
increasing advertising costs)
NPV (IRR) is evaluated under 3 possible scenarios; Pessimistic,
Optimistic and Expected
Question: A co. is considering the installation of a plant costing $10,000 to increase its processing capacity.
Compute the NPV assuming 12% discount rate and taking into consideration the following information:
Variables Value
Investment 10,000
Sales Volume 1,000
Unit Selling Price 15
Unit Variable cost 6.75
Annual Fixed Costs 4,000
Depreciation (WDV) 25%
Corporate Tax Rate 35%
Discount Rate 12%
In the previous case, you are required to value Biogen as a firm. The following additional
information is available;
• Biogen had two commercial products (a drug to treat Hepatitis B and Cancer) at the time of
this valuation that it had licensed to other pharmaceutical firms. The license fees on these
products were expected to generate $50 million in after-tax cash flows each year for the
next 12 years. To value these cash flows, which were guaranteed contractually, the cost of
debt of 7% of the licensing firms was used.
• Biogen continued to fund research into new products, spending about $120 million on R&D
in the next year. These R&D expenses were expected to grow 20% a year for the next 10
years and 5% thereafter. While it was difficult to forecast the specific patents that would
emerge from this research, it was assumed that every dollar invested in research would
create $1.25 in value in patents (valued using the option pricing model described above) for
the next 10 years and break even after that (i.e., generate $1 in patent value for every $1
invested in R&D). There was a significant amount of risk associated with this component
and the cost of capital was estimated to be 15%.
Time Value of Money
Reasons behind time preference for money:
• Uncertainty about future cash receipts
• Consumption preferences
• Investment options
It is important to understand time value of money for comparison of
cash flows
Discount rate: It is the opportunity cost of investments with
comparable risk
Multi-period /Non Annual Compounding
Nominal Interest Rate: Interest rate is specified on annual basis
Effective Interest Rate: The actual annualised rate when compounding is done more than once a year
(1+re) = (1+r/m)m
Where;
r: nominal interest rate
re: effective interest rate
m: number of compounding periods in a year
Eg; Value of $100 compounded semi-annually at 10% P.A. is $110.25. Here r e is 10.25% P.A. which is higher than r
Continuous Compounding: FV=X(e)rn
Where;
e: mathematical constant that is the base of the natural logarithm (2.7183)
r: rate of interest
n: number of years
Questions
1. A deposit of $10,000 is made in a bank for 1 year. The bank offers 2 options;
A. Receive interest @ 12% P.A. compounded monthly
B. Receive interest @ 12.25% P.A. compounded half yearly
Which option should be preferred?
2. A company is borrowing $2,000,000 from a bank for expansion of its business.
The banks gives it two options:
C. Return the money in 5 equal annual instalments @ 10% P.A.
D. Return the money in equal half yearly instalments over a period of 5 years @
9.8% P.A.
Which option should be preferred?
Annuity
Future Value of Annuity (Amount ‘X’ deposited at the end of each year for 4 years):
F4 = X(1+r)3 + X(1+r)2 + X(1+r)1 + X
FVAF= ((1+r)4-1)/r
FV (V4) = X (FVAF4,r%)
Present Value of Annuity (Amount ‘X’ received at the end of each year for 4 years):
PV= X/(1+r)1 + X/(1+r)2 + X/(1+r)3 + X/(1+r)4
PVAF= 1/r – 1/r(1+r)4
PV(V0)= X (PVAF4,r%)
Present Value of Perpetuity (Amount ‘X’ received at the end of each year forever):
PV(V0)= X/r
Annuity Due
Future Value of Annuity Due (Amount ‘X’ deposited at the beginning of each year
for 4 years):
F4 = X(1+r)4 + X(1+r)3 + X(1+r)2 + X(1+r)1
FV (V4) = X (FVAF4,r%) (1+r)
Present Value of Annuity Due (Amount ‘X’ received at the beginning of each year
for 4 years):
PV= X + X/(1+r)1 + X/(1+r)2 + X/(1+r)3
PV(V0)= X (PVAF4,r%) (1+r)
Questions
1. You are awarded a scholarship and 2 options are available:
A. Receive $1100 now
B. Receive $100 P.M. at the end of each next 12 months
Which option would you prefer if the interest rate in market is 12% P.A.
2. A deposit is made in year 0 in an account that will earn 8% compounded annually. It is desired to withdraw
$5000 three years from now and $7000 six years from now. What should be the size of the deposit?
3. An investor is considering the purchase of a bond that pays 8% P.A. on its face value of $1000. It will mature
in 20 years. What is the maximum purchase price that should be paid for this bond if the investor requires 10%
return?
4. An investor deposits a sum of $100,000 in a bank account on which interest is credited at 10% P.A. How
much can be withdrawn annually for a period of 15 years?
5. A company is selling a debenture which will provide annual interest payment of $1200 for indefinite number
of years. Should it be purchased if its being quoted in the market for $10,500 and the required rate of return is
12%.
6. The cost of a new automobile is $10,000. If the interest rate is 5%, how
much would you have to set aside now to provide this sum in 5 years?
7. A retired couple gave $1 million to buy a lottery ticket and won $194
million. However, this sum was to be paid in 25 equal instalments. If the
first instalment was received immediately and the interest rate is 9%, how
much was the prize worth?
8. After working on an office building for 3 years, you are about to sell it for
$420,000. But someone offers to rent it for 8 years for a fixed annual rental
of $8,000. At the end of this period, you would be able to sell the building.
Your real estate advisor estimates that prices of office buildings will
increase by 3% P.A. Would you prefer to sell it now or wait for 8 years, if the
discount rate is 5%? If you plan to wait for 8 years, will you accept the offer
of $8,000 rent P.A. or would you negotiate for a higher amount?