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559
560 APPENDIX B



The Capital Structure Question
How should a firm go about choosing its debt-equity ratio? Here, as always, we assume
that the guiding principle is to choose the course of action that maximizes the value of
a share of stock. However, when it comes to capital structure decisions, this is essen-
tially the same thing as maximizing the value of the whole firm, and, for convenience,
we will tend to frame our discussion in terms of firm value.
The WACC (Weighted Average Cost of Capital) tells us that the firm™s overall cost
of capital is a weighted average of the costs of the various components of the firm™s cap-
ital structure. When we described the WACC, we took the firm™s capital structure as
given. Thus, one important issue that we will want to explore is what happens to the cost
of capital when we vary the amount of debt financing, or the debt-equity ratio.
A primary reason for studying the WACC is that the value of the firm is maximized
when the WACC is minimized. The WACC is the discount rate appropriate for the firm™s
overall cash flows. Since values and discount rates move in opposite directions, mini-
mizing the WACC will maximize the value of the firm™s cash flows.
Thus, we will want to choose the firm™s capital structure so that the WACC is mini-
mized. For this reason, we will say that one capital structure is better than another if it
results in a lower weighted average cost of capital. Further, we say that a particular debt-
equity ratio represents the optimal capital structure if it results in the lowest possible
WACC. This optimal capital structure is sometimes called the firm™s target capital
structure as well.


CONCEPT QUESTIONS
• What is the relationship between the WACC and the value of the firm?
• What is an optimal capital structure?



The Effect of Financial Leverage
In this section, we examine the impact of financial leverage on the payoffs to stock-
holders. As you may recall, financial leverage refers to the extent to which a firm relies
on debt. The more debt financing a firm uses in its capital structure, the more financial
leverage it employs.
As we describe, financial leverage can dramatically alter the payoffs to shareholders
in the firm. Remarkably, however, financial leverage may not affect the overall cost of
capital. If this is true, then a firm™s capital structure is irrelevant because changes in cap-
ital structure won™t affect the value of the firm.


THE IMPACT OF FINANCIAL LEVERAGE
We start by illustrating how financial leverage works. For now, we ignore the impact of
taxes. Also, for ease of presentation, we describe the impact of leverage in terms of its
effects on earnings per share, EPS, and return on equity, ROE. These are, of course, ac-
counting numbers and, as such, are not our primary concern. Using cash flows instead
of these accounting numbers would lead to precisely the same conclusions, but a little
more work would be needed.
Leverage and Capital Structure 561


TABLE B.3
Current Proposed
Current and proposed
capital structures for the Assets $8,000,000 $8,000,000
Trans Am Corporation Debt $0 $4,000,000
Equity $8,000,000 $4,000,000
Debt-equity ratio 0 1
Share price $20 $20
Shares outstanding 400,000 200,000
Interest rate 10 % 10 %



Financial Leverage, EPS, and ROE: An Example
The Trans Am Corporation currently has no debt in its capital structure. The CFO, Ms.
Morris, is considering a restructuring that would involve issuing debt and using the pro-
ceeds to buy back some of the outstanding equity. Table B.3 presents both the current
and proposed capital structures. As shown, the firm™s assets have a market value of $8
million, and there are 400,000 shares outstanding. Because Trans Am is an all-equity
firm, the price per share is $20.
The proposed debt issue would raise $4 million; the interest rate would be 10 per-
cent. Since the stock sells for $20 per share, the $4 million in new debt would be used
to purchase $4 million/20 200,000 shares, leaving 200,000 outstanding. After the re-
structuring, Trans Am would have a capital structure that was 50 percent debt, so the
debt-equity ratio would be 1. Notice that, for now, we assume that the stock price will
remain at $20.
To investigate the impact of the proposed restructuring, Ms. Morris has prepared
Table B.4, which compares the firm™s current capital structure to the proposed capital
structure under three scenarios. The scenarios reflect different assumptions about the
firm™s EBIT. Under the expected scenario, the EBIT is $1 million. In the recession sce-
nario, EBIT falls to $500,000. In the expansion scenario, it rises to $1.5 million.
To illustrate some of the calculations in Table B.4, consider the expansion case.
EBIT is $1.5 million. With no debt (the current capital structure) and no taxes, net in-
come is also $1.5 million. In this case, there are 400,000 shares worth $8 million total.
EPS is therefore $1.5 million/400,000 $3.75 per share. Also, since accounting return
on equity, ROE, is net income divided by total equity, ROE is $1.5 million/8 million
18.75%.
With $4 million in debt (the proposed capital structure), things are somewhat differ-
ent. Since the interest rate is 10 percent, the interest bill is $400,000. With EBIT of $1.5
million, interest of $400,000, and no taxes, net income is $1.1 million. Now there are
only 200,000 shares worth $4 million total. EPS is therefore $1.1 million/200,000
$5.5 per share versus the $3.75 per share that we calculated above. Furthermore, ROE
is $1.1 million/4 million 27.5%. This is well above the 18.75 percent we calculated
for the current capital structure.

EPS versus EBIT
The impact of leverage is evident in Table B.4 when the effect of the restructuring on
EPS and ROE is examined. In particular, the variability in both EPS and ROE is much
larger under the proposed capital structure. This illustrates how financial leverage acts
to magnify gains and losses to shareholders.
In Figure B.3, we take a closer look at the effect of the proposed restructuring. This
figure plots earnings per share, EPS, against earnings before interest and taxes, EBIT,
562 APPENDIX B


TABLE B.4
Current Capital Structure: No Debt
Capital structure
scenarios for the Trans Recession Expected Expansion
Am Corporation
EBIT $500,000 $1,000,000 $1,500,000
Interest 0 0 0
Net income $500,000 $1,000,000 $1,500,000
ROE 6.25 % 12.50 % 18.75%
EPS $1.25 $2.50 $3.75
Proposed Capital Structure: Debt $4 million
Recession Expected Expansion
EBIT $500,000 $1,000,000 $1,500,000
Interest 400,000 400,000 400,000
Net income $100,000 $ 600,000 $1,100,000
ROE 2.50 % 15.00 % 27.50 %
EPS $.50 $3.00 $5.50



for the current and proposed capital structures. The first line, labeled “No debt,” repre-
sents the case of no leverage. This line begins at the origin, indicating that EPS would
be zero if EBIT were zero. From there, every $400,000 increase in EBIT increases EPS
by $1 (because there are 400,000 shares outstanding).
The second line represents the proposed capital structure. Here, EPS is negative if
EBIT is zero. This follows because $400,000 of interest must be paid regardless of the
firm™s profits. Since there are 200,000 shares in this case, the EPS is “$2 per share as
shown. Similarly, if EBIT were $400,000, EPS would be exactly zero.
The important thing to notice in Figure B.2 is that the slope of the line in this sec-
ond case is steeper. In fact, for every $400,000 increase in EBIT, EPS rises by $2, so
the line is twice as steep. This tells us that EPS is twice as sensitive to changes in EBIT
because of the financial leverage employed.
Another observation to make in Figure B.2 is that the lines intersect. At that point,
EPS is exactly the same for both capital structures. To find this point, note that EPS is
equal to EBIT/400,000 in the no-debt case. In the with-debt case, EPS is (EBIT “
$400,000)/200,000. If we set these equal to each other, EBIT is:
EBIT/400,000 (EBIT “ $400,000)/200,000
EBIT 2 (EBIT “ $400,000)
EBIT $800,000
When EBIT is $800,000, EPS is $2 per share under either capital structure. This is
labeled as the break-even point in Figure B.2; we could also call it the indifference
point. If EBIT is above this level, leverage is beneficial; if it is below this point, it is
not.
There is another, more intuitive, way of seeing why the break-even point is $800,000.
Notice that, if the firm has no debt and its EBIT is $800,000, its net income is also
$800,000. In this case, the ROE is $800,000/8,000,000 10%. This is precisely the
same as the interest rate on the debt, so the firm earns a return that is just sufficient to
pay the interest.

EXAMPLE: BREAK-EVEN EBIT
The MPD Corporation has decided in favor of a capital restructuring. Currently, MPD
uses no debt financing. Following the restructuring, however, debt will be $1 million.
Leverage and Capital Structure 563


FIGURE B.2 Earnings per
share ($)
Financial leverage: EPS
and EBIT for the Trans
Am Corporation
4 No debt
With debt

3 Advantage
to debt

2 Break-even point
Disadvantage
to debt
1

Earnings before
interest and
0
taxes ($)
400,000 800,000 1,200,000

“1



“2




The interest rate on the debt will be 9 percent. MPD currently has 200,000 shares out-
standing, and the price per share is $20. If the restructuring is expected to increase EPS,
what is the minimum level for EBIT that MPD™s management must be expecting? Ig-
nore taxes in answering.
To answer, we calculate the break-even EBIT. At any EBIT above this the increased fi-
nancial leverage will increase EPS, so this will tell us the minimum level for EBIT.
Under the old capital structure, EPS is simply EBIT/200,000. Under the new capital
structure, the interest expense will be $1 million .09 $90,000. Furthermore, with
the $1 million proceeds, MPD will repurchase $1 million/20 50,000 shares of stock,
leaving 150,000 outstanding. EPS is thus (EBIT “ $90,000)/150,000.
Now that we know how to calculate EPS under both scenarios, we set them equal to
each other and solve for the break-even EBIT:
EBIT/200,000 (EBIT “ $90,000)/150,000
EBIT (4/3) (EBIT “ $90,000)
EBIT $360,000
Verify that, in either case, EPS is $1.80 when EBIT is $360,000. Management at MPD
is apparently of the opinion that EPS will exceed $1.80.
Section 6
Mergers, Acquisitions, and Corporate
Control

International Financial Management
MERGERS, ACQUISITIONS,
AND CORPORATE
CONTROL
Evaluating Mergers
The Market for Corporate
Control Mergers Financed by Cash
Method 1: Proxy Contests Mergers Financed by Stock
Method 2: Mergers and Acquisitions A Warning
Method 3: Leveraged Buyouts Another Warning
Method 4: Divestitures and Spin-offs
Merger Tactics
Sensible Motives for Mergers Who Gets the Gains?
Economies of Scale
Leveraged Buyouts
Economies of Vertical Integration
Barbarians at the Gate?
Combining Complementary Resources
Mergers and the Economy
Mergers as a Use for Surplus Funds
Merger Waves
Dubious Reasons for Mergers
Do Mergers Generate Net Benefits?
Diversification
Summary
The Bootstrap Game




A merger is consummated.
These two managers are clearly delighted, but why do companies decide to merge?
Reuters/Peter Morgan/Archive Photos



567
n recent years the scale and pace of merger activity have been remark-


I able. For example, Table 6.1 lists just a few of the important mergers of
1998 and 1999. Notice that the United States does not have a monopoly
on merger activity. In recent years many of the largest mergers have involved
European firms.
The mergers listed in Table 6.1 involved big money. During periods of intense
merger activity financial managers spend considerable time either searching for firms
to acquire or worrying whether some other firm is about to take over their company.
When one company buys another, it is making an investment, and the basic princi-
ples of capital investment decisions apply. You should go ahead with the purchase if it
makes a net contribution to shareholders™ wealth. But mergers are often awkward trans-
actions to evaluate, and you have to be careful to define benefits and costs properly.

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