corporate finance mib 2008

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    Corporate Finance

    MIB Program Franois Desmoulins-LebeaultChristophe BonnetSimon BrillouetEmmanuelle Saint-Supryand the finance teachers of the Accounting, Law , and Financedepartment.

    Grenoble Ecole de Management

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    MIB Corporate Finance- Grenoble Ecole de Management 2

    What is finance for you ?

    Who wants to work in finance in the future ?

    Who thinks she/he will work with finance ?

    What differentiates your studies & aninvestment decision ?

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    MIB Corporate Finance- Grenoble Ecole de Management 3

    Session 1 : The financing cycle1-Introduction to finance2-The financial cycle and value creation3-Compounding and discounting

    Session 2 Investment decisions - The DCF method1-Investment decisions : DCF method, calculation of the future cash-flowsSession 3 Investment decisions - Net present value and other criteria1-Investment decisions : net present value, IRR, other criteria2-Small casesSession 4 - Exercises and cases1-Investment decisions: additional exercises and cases

    CORPORATE FINANCE 1

    Reading

    Brealey and Myers, Principles of Corporate Finance

    Class notes

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    MIB Corporate Finance- Grenoble Ecole de Management 4

    Session 1 : The financing resources of corporations1-The financing resources of corporations : equity and debt2-The financial marketsSession 2 - Equity1-Equity : various types of equity, how to raise equity, estimationof the cost of equity (Gordon-Shapiro model, capital asset pricing model)Session 3 Debt financing and the WACC1-Debt financing : various types of debt, how to issue debt, the cost of debt2-The weighted average cost of capitalSession 4 - Exercises and cases1-Additional exercises and cases

    CORPORATE FINANCE 2

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    MIB Corporate Finance- Grenoble Ecole de Management 5

    Session 1 : The financing cycle

    Introduction to corporate finance The financial cycle and value creation Compounding and discounting

    CORPORATE FINANCE 1

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    MIB Corporate Finance- Grenoble Ecole de Management 6

    1- Introduction to corporate finance

    Session 1 : The financing cycle

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    MIB Corporate Finance- Grenoble Ecole de Management 7

    Introduction to corporate finance

    Finance relates to dealing with money and time

    Concerns all economic agents:

    Individuals, households

    Companies

    States

    Finance for companies:

    Cash management (treasury, banking relationships)

    Control and accounting (accounts, tax,..)

    Corporate Finance (financial policy, investments)

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    MIB Corporate Finance- Grenoble Ecole de Management 8

    Corporate finance

    Investment policy

    How the firm spends its money (real and financial assets)

    Financing and payout policy

    How the firm obtains funds (debt, equity, ) and disposes of excess cash

    Valuing a firm

    Introduction to corporate finance

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    MIB Corporate Finance- Grenoble Ecole de Management 9

    What is corporate finance about ?

    Cash

    Corporations need cash in order to invest in real assets. Cash isobtained by issuing financial assets (securities).

    Value creationCorporations create value if the return they produce exceeds theircost of financing

    Introduction to corporate finance

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    MIB Corporate Finance- Grenoble Ecole de Management 10

    Corporate finance is management, and involves

    Taking decisions

    Financing decisions (incl. dividends distribution)

    Investment decisions

    Managing information Internal information and decisions processes

    External information to shareholders and other stakeholders

    Competition

    The companies are competing for finding financial resources

    Introduction to corporate finance

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    MIB Corporate Finance- Grenoble Ecole de Management 11

    Objectives of the course

    Being able to identify the various sources of financing available forcompanies

    Being able to calculate the cost of financing (i.e.: cost of capital)

    Being able to take investment and financing decisions

    Introduction to corporate finance

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    MIB Corporate Finance- Grenoble Ecole de Management 12

    Investment decisions

    At the end of 2001, GM had $18.6 billion in cash. Should it invest in new projects orreturn the cash to shareholders? If it decides to return the cash, should it declare adividend or repurchase stock? If it decides to invest, what is the most valuableinvestment? What are the risks?

    Introduction to corporate finance

    Financing decisions

    In 1998, IBM announced that it would repurchase $2.5 billion in stock. Its pricejumped 7% after the announcement. Why? How would the market have reacted if IBMincreased dividends instead? Suppose Intel made the same announcement. Would weexpect the same price response?

    Your firm needs to raise capital to finance growth. Should you issue debt or equity orobtain a bank loan? How will the stock market react to your decision? If you choosedebt, should the bonds be convertible? callable? Long or short maturity? If you chooseequity, what are the trade-offs between common and preferred stock?

    Types of questions

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    MIB Corporate Finance- Grenoble Ecole de Management 13

    2- The financial cycle and value creation

    Session 1 : The financing cycle

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    MIB Corporate Finance- Grenoble Ecole de Management 14

    Finance is really about value Firms Projects and real investments SecuritiesCentral question

    How can we create value through investment and financing decisions ?

    The financial cycle and value creation

    In finance, as well as in liberal economic theory, the main goal of a companyis to maximise shareholders wealth

    But the objectives and interests of the other stakeholders have also to be

    taken into account: employees, suppliers, customers, state and community

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    MIB Corporate Finance- Grenoble Ecole de Management 15

    Balance sheet view of the firm

    A company is a bundle ofassets :

    brands, patents, buildings and equipment, inventories,

    but also reputation, know-how, market shares,

    and, before all, teams of people

    In order to build / purchase these assets, a company needs financial resources

    The financial cycle and value creation

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    MIB Corporate Finance- Grenoble Ecole de Management 16

    InvestmentsInvestments

    - Customers- Raw materials

    - Consumption

    - Customers- Raw materials

    - Consumption WealthWealth

    StateState

    EmployeesEmployees

    CreditorsCreditors

    ShareholdersShareholders

    Decision

    Equity

    Debt

    Dividends

    & capital

    gains

    Dividends

    & capital

    gains

    TaxesTaxes

    Salary &

    benefits

    Salary &

    benefits

    InterestsInterests

    The financial cycle and value creation

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    MIB Corporate Finance- Grenoble Ecole de Management 17

    FirmsOperations

    A bundle ofrealassets

    Financial

    Markets

    investors providingfinancialresources

    in exchange offinancialassets

    Financial

    Manager

    (1)(2)

    (3) (4a)

    (4b)

    (1) Cash raised by selling financial assets to investors

    (2) Cash invested in the firms operations and used to purchase real assets

    (3) Cash generated by the firms operations

    (4a) Cash returned to investors

    (4b) Cash reinvested

    The financial managers role

    The financial cycle and value creation

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    MIB Corporate Finance- Grenoble Ecole de Management 18

    3- Compounding and discounting

    Session 1 : The financing cycle

    Time is money

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    MIB Corporate Finance- Grenoble Ecole de Management 19

    Discounting :Taking time into account

    Investing is a mechanism through which a company tends to increase itswealth, but cash flows will be generated along time, in the future

    Because money has a cost and can be borrowed or lend, it is moreinteresting to get a cash flow now than tomorrow

    Thus it we want to compare cash flows paid or received at a differentpoints of time, we need to convert all of them at their value of today (:present value)

    This operation is called discounting

    Compounding and discounting

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    MIB Corporate Finance- Grenoble Ecole de Management 20

    Discounting :Taking time into account

    The cost of money takes the form of a rate, applied to the sums borrowedor lent. It is the interest rate

    This rate can be decomposed into its components.

    The first and more obvious component is the risk premium

    The second and more complex component is called the risk free rate

    This notion of interest rateis at the heart of finance

    Compounding and discounting

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    MIB Corporate Finance- Grenoble Ecole de Management 21

    Discounting :Taking time into account

    There is a risk free rate because agents do massively preferimmediateconsumption to delayed consumption.

    The contribution of this preference to the risk free rate is measuredthrough the inter-temporal rate of substitution.

    The expected change in the value (or purchasing power) of money is theother component of the risk free rate. This is called anticipated inflation.

    Each of these three elements is proportional to the length of time.

    The sum of all these componentsis the interest rate andisspecificto each flow of money.

    Compounding and discounting

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    MIB Corporate Finance- Grenoble Ecole de Management 22

    t = 0, 1, . , n time

    V0 = present value of a cash flow (at time 0)

    Vt = future value of a cash flow (at time t)

    r = interest rate = cost at which money can be borrowed or lent

    Vt = future value

    Vt = V0 (1+r) t

    V0 = present value

    V0 = Vt (1+r) -t

    or V0 = Vt / (1+r)t

    Compounding and discounting

    Time value of money

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    MIB Corporate Finance- Grenoble Ecole de Management 23

    A 1 received in the future is always worth less than 1 received today.

    If the interest rate is r, then the present value of a riskless cashflow CFt received in t years is :

    Time value of money

    Present value =

    Compounding and discounting

    You have 1 today and the interest rate on riskfree investments(Treasury bills) is 5%.How much will you have in

    1 year 1

    1.05 = 1.052 years 1 1.05 1.05 = 1.103t years 1 1.05 1.05 1.05 = 1.05t

    These cashflows are equivalent to each other. They all have the

    same value.

    1 today is equivalent to (1+r)t in t years

    1 in t years is equivalent to 1 / (1+r)t today

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    MIB Corporate Finance- Grenoble Ecole de Management 24

    PV of 1 received in year t

    Year when 1 is received

    Compounding and discounting

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    MIB Corporate Finance- Grenoble Ecole de Management 25

    Discounting - Examples

    Future value of a cash flow of 100 (Exercise 1)

    Exercises 2 to 4

    Case of successive cash flows over time :

    Present valuePerpetuities

    Growing perpetuities

    Net Present Value

    Exercises 5 to 9

    Compounding and discounting

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    MIB Corporate Finance- Grenoble Ecole de Management 26

    Discounting : Perpetuities and growing perpetuities (Shortcuts formula)

    Present Value of subsequent cash flows :

    Present value of a constant perpetual cash flow (Level cashflowstream forever) :

    Present value of a growing perpetual cash flow (Cashflows growby a fixed percent forever) :

    r

    CFPV !

    grCF

    PV

    !

    Compounding and discounting

    !

    !

    n

    1tr)(1

    CF

    t

    tV

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    MIB Corporate Finance- Grenoble Ecole de Management 27

    Firms in the S&P 500 are expected to pay, collectively, $20in dividends next year. If growth is constant, what shouldthe level of the index be if dividends are expected to grow5% annually? 6% annually? Assume r = 8%.

    Growing perpetuity

    Discounting : Growing perpetuities (example)

    Compounding and discounting

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    MIB Corporate Finance- Grenoble Ecole de Management 28

    Discounting : Net Present Value

    The NPV of a cash flow stream is equal to the sum of the discounted cashflows, each cash flow having been discounted at the interest rate r

    Compounding and discounting

    ! !

    n

    0tt

    t

    r1NPV

    nt

    tt 1

    NPV1 r

    1 1n

    id

    rid

    r

    !

    !

    ! v

    nt

    t

    t 0

    1

    NPV 1 r

    1 1n

    id

    rid

    r

    !

    ! v

    ! v

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    MIB Corporate Finance- Grenoble Ecole de Management 29

    Your firm spends $800,000 annually for electricity at its Boston headquarters.

    A sales representative from Johnson Controls wants to sell you a new computer-controlled

    lighting system that will reduce electrical bills by roughly $90,000 in each of the next three

    years. If the system costs $230,000, fully installed, should you go ahead with the investment?

    Net Present Value : example

    Compounding and discounting

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    Compounding and discounting

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    Compounding and discounting

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    Compounding and discounting

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    Compounding and discounting

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    MIB Corporate Finance- Grenoble Ecole de Management 34

    Session 2 : Investment decisions - the DCF Method

    Investment decisions : DCF method, calculation of the future cash-flows

    CORPORATE FINANCE 1

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    Why would you want to invest ? to be richer

    Investing is a mechanism through which an economic agent tends to increasehis wealth

    The DCF method : investment decisions

    As the company belongs to shareholders investing, for a company, is a wayto create wealth for shareholders

    An investment decision aims at maximizing the firms value

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    On which criteria are we going to take the decision to invest ?

    The expected cash flows have to exceed the initial funds invested but this is not

    enough, because moneyhas a cost

    The expected return of the investmenthas to exceed the cost of the

    financial resources

    The DCF method : investment decisions

    Example:

    Suppose you can borrow money at a cost of 8%. You have an investment

    opportunity offering a 6% return. Do you invest ?

    Suppose you can borrow money at a cost of 4%. You have an investment

    opportunity offering a 6% return. Do you invest ?

    If the return on the investment is lower than the cost of your financial

    resources, you will not create value but destroy value

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    The DCF method : investment decisions

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    MIB Corporate Finance- Grenoble Ecole de Management 38

    A company can increase its wealth through different kinds of investments:

    Industrial investments: equipment, buildings, ... to increase production

    to reduce operating costs

    Commercial investments: marketing, development,

    to increase sales to gain market shares, brand value,

    Financial investments: acquisition of other companies to improve competitive position, enter new markets

    R&D: patents, know-how To create new technologies, processes, products

    Staff education

    Assets:

    - Fixed assets- tangible- intangible- financial

    - Working

    Capital

    The DCF method : investment decisions

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    MIB Corporate Finance- Grenoble Ecole de Management 39

    Main steps in the investment process

    Operational level (project planning) feasibility study

    final studies

    implementation: launch

    follow-up: periodic controls After decision

    Financial level (role of financial headquarters) set-up profitability goals, in view of the financial market

    study profitability of projects submitted by other

    headquarters, according to technical, commercial,

    studies elaborate financing plan if a project is accepted

    provide funds on time

    check that goals have been reached After decision

    Before decision

    Before decision

    The DCF method : investment decisions

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    MIB Corporate Finance- Grenoble Ecole de Management 40

    When do you take an investment decision ?

    If you need it

    If you create wealth, i.e.

    if the return is higher

    than the cost of financing

    If you have the money

    Operational matters -

    assumed from now on

    Financial matters:

    our focus

    The DCF method : investment decisions

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    MIB Corporate Finance- Grenoble Ecole de Management 41

    In order to take investment decisions, we need to:

    Choose a blend of financial resources for the company and calculate

    their cost (cost of capital) => WACC

    Financing decisions

    Check if the returns of the investment projects are higher than the

    cost of capital

    Investment decisions

    The DCF method : investment decisions

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    The cost of the financial resources of the company can be calculated(WACC, or cost of capital)

    The company creates value only if its investment projects deliver a returngreater than the WACC

    Thus we have to compute the return of the project

    And compute the consequences in terms of cash flows of the project

    The DCF method : investment decisions

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    1. Evaluate the costs of investment and/or disinvestment

    2. Evaluate future cash flows

    generated by invested funds in order to determine the economic wealthsurplus freed by the project

    3. Check if this wealth is sufficient to remunerate investors: shareholders &creditors (wealth or return of the project > WACC)

    The DCF method : investment decisions

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    The DCF method : investment decisions

    Forecasting cash flows

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    Draw up a flow chart of the investment :

    1. At the beginning of the project

    2. During the project

    3. At the end of the projects life

    Money inflows

    Money outflows

    1

    2

    3

    The DCF method : investment decisions

    Forecasting cash flows

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    The DCF method : investment decisions

    Forecasting cash flows

    Ignore sunk costsRemenberopportunity costsConsidermarginal costs not average costs

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    The DCF method : investment decisions

    Ignore sunk costs

    Remenberopportunity costs

    Considermarginal costs not average costs

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    Investment flows:

    1. At the beginning of the project:

    Acquisition costs of assets

    Installation / implementation costs

    Marketing costs

    Possible disposal of old equipment

    Taxes, registration fees, tax credits,

    2. During the project:

    Depreciation tax shield

    WCR (Working Capital Requirements), investments in operations

    3. At the end of the project:

    Possible disposal of used goods

    Repairing and cleaning locations costs

    Recovery of NWC

    Cash flows

    The DCF method : investment decisions

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    The DCF method : investment decisions

    Working capital Net working capital NWC

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    Operating flows (evaluation of economic flows generated by theinvestment):

    1. At the begining of the project:

    No operating flow at the begining

    2. During the project:

    (Surplus of sales induced by the project) (incrementalexpenses to make the investment run)

    including taxes on those elements

    Gross operating margin of the project = EBITDA

    3. At the end of the project:

    Same as during the project

    Cash flows

    The DCF method : investment decisions

    Total flows:

    Sum of investment flows & operating flows from year 0 (date ofacquisition) to the end of the project

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    MIB Corporate Finance- Grenoble Ecole de Management 51

    You have the opportunity to invest in a wine distribution network. Forecasts aftermarket studies are the following :

    Selling price 30

    Unit cost 15

    Volume: 12,000 / year

    Truck purchase: 200,000 Duration: 5 years

    Depreciation: 5 years, linear

    Working capital requirements: 1 month of tunover

    Tax rate: 30%

    Fixed costs 60,000 / year

    Evaluate the flows of such a project.

    Example

    The DCF method : investment decisions

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    Investment flows :

    The truck costs 200 K

    On a straight line basis, the annual depreciation is 200 / 5 = 40 K peryear.

    It provides a tax credit of 40 * 30% = 12 K a year.

    The turnover has to be 30 * 12 K = 360 K / year

    One month ofWC means that 360 / 12 = 30 K are required during thewhole project to finance inventories & customer credits. The firm willrecover those 30 K when liquidation occurs.

    Example

    The DCF method : investment decisions

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    Investment flows:

    Year 0 1 2 3 4 5

    Acquisition,equipment

    -200

    Tax credit,depreciation

    12 12 12 12 12

    WCR -30 0 0 0 0 30

    Investmentflow

    -230 12 12 12 12 42

    Example

    The DCF method : investment decisions

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    Operating flows:

    In-flows

    Sales: 30 * 12 K = 360 K / year

    Out-flows:

    Variable costs: 15 * 12 K = 180 K / year

    Fixed costs: 60 K / year

    Income tax is applied on gross operating margin, 120 * 30% = 36 K /year

    The operating cash flow is then 360 180 60 36 = 84 K / year

    Example

    The DCF method : investment decisions

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    Operating flows

    Year 0 1 2 3 4 5

    Turnover 360 360 360 360 360

    - variablecosts

    180 180 180 180 180

    - fixedcosts

    60 60 60 60 60

    Grossoperating

    profit

    120 120 120 120 120

    - Incometax

    36 36 36 36 36

    Operatingflow

    84 84 84 84 84

    Example

    The DCF method : investment decisions

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    Can I take a decision now ? No, I need to make these cash flows comparables NPV and otherdecision criteria

    Year 0 1 2 3 4 5

    Investment

    flow -230 12 12 12 12 42

    Operatingflow

    0 84 84 84 84 84

    Net flows -230 96 96 96 96 126

    Example

    The DCF method : investment decisions

    Total flows

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    Complication 1 : inflation

    The DCF method : investment decisions

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    Complication 1 : inflation

    The DCF method : investment decisions

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    Complication 1 : inflation

    The DCF method : investment decisions

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    Complication 2 : currencies

    The DCF method : investment decisions

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    Complication 2 : currencies

    The DCF method : investment decisions

    Th DCF h d i d i i

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    Complication 2 : currencies

    The DCF method : investment decisions

    Th DCF th d i t t d i i

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    Complication 2 : currencies

    The DCF method : investment decisions

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    Session 3 : Investment decisions - Net present value and other

    decision criteria

    Investment decisions : net present value, IRR, other criteria Small cases

    CORPORATE FINANCE 1

    I t t d i i NPV d th it i

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    Decision criteria

    Can we make a good investment decision with the project flow information ?

    How are we going to compare different projects if we have several choices ?

    We need decision criteria to check that the wealth due to the project exceeds

    the required remuneration of shareholders & creditors

    Investment decisions : NPV and other criteria

    Decision criteria must take different deadlines into account: they must satisfythe debtors & the shareholders

    Several criteria meet these requirements:

    Net Present Value (NPV) Internal Rate of Return (IRR) & complementary approaches: payback

    period, profitability rate,

    In estment decisions NPV and other criteria

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    NPV - Net Present Value

    Principle

    Compares the sum of the present values of a projects cash flows to

    the one we would get by investing in the capital market

    Process

    Net present value = discounted sum of all cash flows generated bythe project

    Discount rate = cost of capital

    If initial investment expenses < future flows: PV is > 0, the

    shareholders & creditors will get money

    NPV rule: NPV > 0

    NPV immediately measures the wealth surplus induced by theproject

    Investment decisions : NPV and other criteria

    ! !

    n

    1tt

    t0

    r1INPV

    ! !

    n

    0tt

    t

    r1NPV

    Investment decisions : NPV and other criteria

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    IRR Internal Rate of Return

    IRR is the rate of discount which equates the NPV of the cash flow to 0.

    Shareholders required remuneration + creditors required remuneration = an overallconstraint on the firm: investment costs (= cost of capital)

    The project is good only if

    the wealth earned > cost of capital

    The Internal Rate of Return measures the profitability of the project

    How much do I get back if I invest 100 ?

    Decision rule:

    Project implemented if IRR > cost of capital (WACC)

    0

    IIPV

    tt

    t0

    !

    ! !

    Investment decisions : NPV and other criteria

    Investment decisions : NPV and other criteria

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    IRR Internal Rate of Return

    Investment decisions : NPV and other criteria

    Investment decisions : NPV and other criteria

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    1. IRR = measurement of the profitability, so a standard (reference) isrequired : cost of capital

    2. The implicit assumption of the reinvestment rate is strong

    3. Possibility to have several rates when solving for IRR

    4. Possible absence of IRR

    5. Rate variations do not influence IRR

    IRR Internal Rate of Return

    Investment decisions : NPV and other criteria

    Investment decisions : NPV and other criteria

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    ! !

    PBP

    1tt

    t0

    r1

    CFI

    Period at which the sum ofdiscounted cash flows exceeds the amountinvested.

    Cost of capital is the discount rate Use linear interpolation to find the payback period

    PBP Payback Period : How long it takes to recover the firms original investment (or howlong the project takes to pay for itself). Break even point

    Investment decisions : NPV and other criteria

    Investment decisions : NPV and other criteria

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    PI Profitability index

    Investment decisions : NPV and other criteria

    Measures the relation between future wealth & the amount invested Measures the wealth created by invested

    IfPI > 1, the project is profitable Useful for the comparison of projected with different durations

    0I

    PVPI !

    Investment decisions : NPV and other criteria

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    Rules for decision

    Investment decisions : NPV and other criteria

    A project will be accepted when

    NPV of economic flows > 0

    Discounted with cost of capital

    IRR > cost of capital

    Profitability Index > 1 Pay Back < threshold set up by the firm

    NPV is the most RELEVANT: other criteria are complementary

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    MIB Corporate Finance- Grenoble Ecole de Management 74

    Session 1 : The financing resources of corporations1-The financing resources of corporations : equity and debt2-The financial marketsSession 2 - Equity1-Equity : various types of equity, how to raise equity, estimation

    of the cost of equity (Gordon-Shapiro model, capital asset pricing model)Session 3 Debt financing and the WACC1-Debt financing : various types of debt, how to issue debt, the cost of debt2-The weighted average cost of capitalSession 4 - Exercices and cases1-Additional exercises and cases

    CORPORATE FINANCE 2 : FINANCING DECISIONS

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    Session 1 : The financing ressources of corporation

    1- The financing resources of corporations : equity and debt2- The financial markets

    CORPORATE FINANCE 2

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    1- The financing resources of corporations : equity and debt

    Session 1 : The financing ressources of corporation

    The financing resources of corporations : financing decisions

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    From the day of its creation, a company needs to find financial resourcesin order to be able to invest

    Any kind of financial resource has a cost (similar to a renting price). Thiscost will depend on the global economic and financial conditions as well ason characteristics of the company (size, market, operating and financialrisk,)

    We need to be able to select financial resources and to calculatetheir cost

    The financing resources of corporations : financing decisions

    The financing resources of corporations : financing decisions

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    Invest in projects that yield a return greater than the minimum acceptable hurdlerate (cost of capital). (part 1)

    The hurdle rate should be higher for riskier projects and reflect the financing mix used- owners funds (equity) or borrowed money (debt)

    Returns on projects should be measured based on cash flows generated and the

    timing of these cash flows; they should also consider both positive and negative side

    effects of these projects.

    Choose a financing mix that minimizes the hurdle rate and matches the assets

    being financed. (part 2)

    If there are not enough investments that earn the hurdle rate, return the cash to stockholders.

    The form of returns - dividends and stock buybacks - will depend upon the stockholderscharacteristics.

    Objective: Maximize the Value of the Firm

    The financing resources of corporations : financing decisions

    First principles

    The financing resources of corporations : financing decisions

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    There are only two ways in which a business can make money. The first is debt. The essence of debt is that you promise to make fixedpayments in the future (interest payments and repaying principal). If youfail to make those payments, you lose control of your business. The other is equity. With equity, you do get whatever cash flows are leftover after you have made debt payments.

    The equity can take different forms: For very small businesses: it can be owners investing their savings For slightly larger businesses: it can be venture capital For publicly traded firms: it is common stock.

    The debt can also take different forms For private businesses: it is usually bank loans For publicly traded firms: it can take the form of bonds

    g p g

    The financing resources of corporations : financing decisions

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    In order to build / purchase assets, a company needs financial resources

    Financing = finding a set of resources more or less expensive and risky for the firm

    The financing decision is linked to the choice of the firms optimal financial / capital

    structure

    g p g

    Cost of equity

    Cost of debt :

    InterestW

    A

    C

    C

    Return on > WACCinvestments

    The financing resources of corporations : sources of funds

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    Equity

    Internal financing

    Retained earnings

    External financing

    Private equity

    Public equity

    Debt

    Bank debt

    Leasing

    Bonds: Publicdebt

    g p

    Management needs to find the appropriate financial structure for the company.

    The cash flows from the projects will have to remunerate these resources.

    The financing resources of corporations : sources of funds

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    Sources of funds, International

    g p

    The financing resources of corporations : the financing mix question

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    Capital structure, International

    The financing resources of corporations : the financing mix question

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    In deciding to raise financing for a business, is there an optimal mix of debt and equity? If yes, what is the trade off that lets us determine this optimal mix? If not, why not?

    The simplest measure of how much debt and equity a firm is using currently is to look atthe proportion of debt in the total financing. This ratio is called the debt to capital ratio:Debt to Capital Ratio = Debt / (Debt + Equity)

    Debt includes all interest bearing liabilities, short term as well as long term. Equity can be defined either in accounting terms (as book value of

    equity) or in market value terms (based upon the current price). The resulting debt ratios can bevery different.

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    2- The financial markets

    Session 1 : The financing ressources of corporation

    The financing resources of corporations : financial markets

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    Primary market :

    As a primary market, its main function is to enable business to raise new capital byissuing shares to new shareholders or to existing shareholders or to the issue of loancapital or debentures.

    Contract and cash flow between company and market

    Direct impact on company cash

    ie IPO, shares issue, bonds issue

    Secondary market:

    As a secondary market, the function of the financial market is to enable investors totransfer their securities (shares and loan capital) with ease.

    Contract and cash flow between investors on the market

    No direct impact on company cash

    ie when an investor purchases shares or bonds on the market

    A financial market is any mechanism for trading financial assets or securities. Frequently there is no

    physical market-place. It provide mechanisms through with the corporate financial manager has access

    to a wide range of sources of finance and indtruments. The financial markets acts in two importants ways :

    The financing resources of corporations : financia l markets

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    institutions financires

    ETAT Administration mnages

    Entreprises

    8

    7

    6

    5

    4

    3

    21

    March financierFinancial institutions

    Companies

    Financial markets

    GovernmentHouseholds

    The financing resources of corporations : financial markets

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    Spot

    Forward

    option

    Equities 1-

    (st exch)

    B s 1-

    (st ck exch)

    M et

    M ket 1-

    term

    Interest rates

    organized or OTCInterest rates

    options

    DOMESTIC

    INTERNATIONAL

    Exchange

    (Forex)1

    Forward

    1-(2)

    Currency

    options1-(2)

    Euro-equities

    1-2

    Euro- onds 1-2

    Euro-facilities 1-2

    Equities options

    1-2

    Eurocurrencies 1

    shortterm

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    Session 2 : Equity

    1- Various types of equity, how to raise equity.2- Estimation of the cost of equity (Gordon-Shapiro model, capital asset

    pricing model)

    CORPORATE FINANCE 2

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    1- Various types of equity, how to raise equity.

    Session 2 : Equity

    Equity : various types of equity

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    Equity

    Internal financing

    Retained earnings

    External financing

    Private equity

    Public equity

    Debt

    Bank debt

    Leasing

    Bonds: Publicdebt

    Equity : various types of equity

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    Internal financing (retained earnings)

    Principle:

    Retained earnings are earnings from past projects which have not beenreinvested nor distributed as dividends

    Advantages

    the firm is independent

    less costly because no financing process outside the firm Limits

    Taxation

    Available liquidity = previous net incomes = gross income already taxed

    Tends to delay the implementation of projects : firms rarely have the totalamount required by the investment

    Equity : various types of equity

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    External equity financing (increase in equity)

    Principle

    The company offers new shares in exchange of cash

    Shareholders provide cash since they expect future profits

    An increase in equity can be done with either existing or new shareholders

    The process and costs differ whether the company is public or private

    Advantages

    Investors are ready to invest in attractive companies / projects

    The firm is not obliged to distribute dividends in case of difficulties

    Limits

    Dilution of existing shareholders Possible loss of control (issue for family firms)

    Take over risk for public companies

    Cost, information, minimal size,...

    Equity : various types of equity

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    External equity financing (increase in equity)

    Each equity investor (shareholder) is owner of the company and of itsinvestment projects, pro rata to its contribution

    Shareholders have the right to participate to key decisions and to participate toprofits

    Decisions are taken at majority during shareholders general meetings

    Dividends may be distributed, but with no certainty

    Shareholders expect a return, but this return is not fixed, nor guaranteed. Thereturn comes from dividends and/or capital gain.

    Equity : how to raise equity ?

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    Private companies are not listed on a stock market, which implies limitationson liquidity and on information

    They are owned by:

    Founders, managers, business angels, families

    Private equity funds (venture capital, LBOs)

    Why are they private?

    Choice of he shareholders

    Inability to be listed : small, young, risky,

    Examples: Bertelsmann, Memscap, Legrand

    Private equity

    Equity : how to raise equity ?

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    Public equity

    Public companies are listed on a stock market. Their shares arenegotiable (liquid)

    Evolutions since the 80s:

    more funds

    more markets (segmentation: size, technology)

    more public companies

    increased power of institutional investors (corporate governance)

    International integration (ex: Euronext)

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    2- Estimation of the cost of equity (Gordon-Shapiro model,capital asset pricing model)

    Session 2 : Equity

    Equity : the cost of equity

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    For the shareholders of the firm :

    An investment project aims at increasing their wealth: they expect areturn

    For the managers of the firm:

    An investment project should provide, at least, the return which investorsexpect

    The return expected by shareholders is the cost of equity

    Evaluating the cost of equity is not straightforward because the returnshareholders will finally get is uncertain and based on the future (which is notthe case for debt)

    Investors being considered as rational, we can suppose they will base theirexpectations on:

    Future growth in earnings

    Risk

    Equity : the cost of equity

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    The cost of equity can only be estimated.

    The basic methods are :

    Dividend approach : future growth in dividends Based on future growth in dividends, i.e. future long term economic

    growth of the company Cf. ch 4

    Market approach : link between risk and return Link between the companys stock and markets fluctuation, i.e.

    based on expected return and risk Cf. ch 7 & 8

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    Cost of equity : dividend approach

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    Expected rate of return

    !

    !

    !

    !

    !

    !

    n

    1tt

    i

    n

    ti

    t

    0

    2i

    2

    2i

    2

    i

    1

    0

    i

    221

    i

    110

    0

    101i

    )ER(1

    P

    )ER(1

    DP

    )ER(1

    P

    )ER(1

    D

    )E(R1

    DP

    )E(R1PDP

    )E(R1

    PDP

    P

    DPPE(R )

    Present value of expected

    Cash flows (div. + capital gain)

    E(Ri) = expected rate of return from

    the shareholder

    P0 = share price (present value)D1 = next expected dividend

    Cost of equity : dividend approach

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    gP

    DR

    gRavecgR

    DP

    0

    1i

    i

    i

    10

    !

    "

    !Present value of a growing perpetual

    dividend(GORDON-SHAPIRO)

    g

    !

    !

    !

    !

    1tt

    i

    t

    0

    n

    1tt

    i

    n

    ti

    t0

    )(1

    DP

    )(1P

    )(1DP

    Present value of the share =

    Discounted sum of dividends

    forever

    Present value of a constant perpetualdividend

    0

    1

    i

    i

    1

    0P

    DR

    R

    DP !!

    Cost of equity : dividend approach

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    Method for estimating the cost of equity (Gordon Shapiro, 1956):

    Assumption: the dividend will grow at a constant rate g

    In this case a share can be considered as an asset generating a perpetualcash flow growing annually at a rate g

    grDPe

    !1

    0 gPDre !

    0

    1g

    !

    !1

    0)1(

    tt

    t

    r

    DP

    P0= present price of the share

    D1= dividend expected in next year

    g = future growth rate of dividends

    re = cost of equity

    Cost of equity : dividend approach

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    Advantages of the dividend approach model providing a simple way to estimate the cost of equity, based on

    future growth

    Limits of the dividend approach

    Works only if g (growth rate) < r(cost of equity)

    g assumed to be constant

    infinite horizon some firms do not pay dividends (ex Microsoft until 2002)

    P0 not available for private companies (need to find comparablecompanies)

    Cost of equity : dividend approach

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    Practical application of the method:

    Observe P0, price of a share, on the market during several sessions

    Calculate the mean to reduce share price volatility (i.e. deviation fromaverage)

    Observe the previous dividend policy and extrapolate it into the future

    Evaluate the perspective of growth of the firm and of the related

    industrial sector in order to estimate gCalculate the cost of equity

    Cost of equity : market approach

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    Approach based on the CAPM : Capital Asset Pricing Model

    CAPM: best known model linking risk & return, built in the mid 60s bySharpe, Lintner & Treynor

    Basic assumptions: investors are rational, the return they expect on afinancial asset is linked to its expected risk

    This method requires to analyse the risks of a project

    Risk: exists because future returns are uncertain

    Each financial asset has a specific level of risk. Some are risk-free (Treasurybills).

    Historical observations show a link between risk and return on the long term

    (see Brealey & Myers, ch.7)

    Cost of equity : market approach

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    The CAPM model says that the relationship between risk and return is linear:

    Treasury bills are risk free (risk=0) and produce a return Rf (risk free rate)

    A stock market portfolio bears a certain risk (average market risk), andproduces a return Rm (average return of the stock market)

    Rm Rf = market risk premium

    As Rf and Rm are observable, it is possible to draw a line linking risk and return. Thisline is called the security market line

    iskTr r illr r t t k

    Security

    market

    li e

    :

    r gr t r f t

    t

    k

    rk t

    f: ri k fr

    r t f r t r

    M rk t rtf li

    pecte retur o

    i estme t

    Cost of equity : market approach

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    Cost of equity : market approach

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    In a certain situation (no risk)

    Cost of equity = risk free rate of the market

    i.e. interest rate offered on Treasury bills

    In an uncertain situation (reality)

    Cost of equity = return demanded by investors =risk free rate + riskpremium

    The risk premium of a specific share depends on:

    the market risk premium

    the specific (non-diversifiable) risk of the share ()

    Cost of equity : market approach

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    and non diversifiable risk

    In CAPM, the is used as a proxy for the non diversifiable risk of a share

    measures the volativity of a specific share returns compared to the volatility ofthe market returns

    measures the sensibility of a share returns to the market returns

    2

    m

    imi

    WW!

    Cost of equity : market approach

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    Cost of equity : market approach

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    The equation derived from the model is :

    We are able to estimate the return expected by investors, ie the cost of equity,for any listed share.

    E(return) = cost of equity(Rm - Rf) = market risk premium

    F*

    f

    frrrre urnE !

    Examples: calculations (Brealey & Myers, Ch. 9)

    Isicomp

    Isicomp Utilities F : 0,5

    Isicomp Technologies F : 1,7

    Calculate the cost of equity of each company assuming a risk free return of3,5% and a stock market return of 7,5%

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    Cost of equity : conclusions

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    Equity has a cost, equal to the return expected by shareholders

    The cost of equity is not equal to the yield (dividend/price), because futurecapital gains have to be taken into account

    The cost of equity is linked to future growth and to the level of risk of the

    share

    The cost of equity is based on future expectations and can only be estimated

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    Session 3 : Debt financing and the WACC

    1-Debt financing : various types of debt, how to issue debt, the cost ofdebt2-The weighted average cost of capital

    CORPORATE FINANCE 2

    Debt financing : various type of debt

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    Principle

    the firm borrows cash for a certain time, at a given interest rate the firm must pay the interest and reimburse the loan (principal),

    according to the terms of the contract Debt can finance a part of the project

    Advantages

    No dilution of existing shareholders Interests paid are tax deductible for the company In general cost of debt < cost of equity

    Disadvantage

    Increased risk for the company

    Drain on cash-flows (but good discipline for managers?) Risk of loss by shareholders and other stakeholders if company is unableto pay its debt (restructuring, bankruptcy)

    Debt financing : various type of debt

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    Debt can be classified according to 3 criteria

    bank debt / bonds

    fixed rate debt / floating rate debt

    term: short, medium, long

    The firm may choose between these categories according to its needs.

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    Debt financing : various type of debt

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    Bonds

    A bonds issue consists of debt split up in n parts (bonds), subscribed bynumerous investors and negotiable on a financial market

    The term can be medium or long

    The issue is generally advised by an investment bank which determinesthe conditions and markets the bonds to investors

    Characteristics of a bond: Nominal value (the par)

    Issue premium, redemption premium

    Coupon (interest)

    Redemption date(s)

    Debt financing : Price of a bond

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    Price of a bond =

    discounted future cash flows present value of future coupons using the market rate r

    price varies in the opposite way to r

    P0 = price of the bond

    Ck = coupon to be paid in year k

    VRn = value on redemption

    n

    n

    n

    k

    k

    k

    r

    VR

    r

    C

    )1()1(10

    !

    !

    Debt financing : cost of debt

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    Cost of debt

    The cost of debt for the company is the IRR of all cash flows (positiveand negative) generated from the borrowers point of view. Corporate tax& expenses (fees, administrative costs) have to be included

    Tax has to be taken into account because interest is tax deductible forthe company, and thus generates tax savings

    If there are no expenses linked to the financing, the cost of debt is simplyequal to the interest rate of the debt, after tax

    ! !

    n

    1tt

    t0

    IRR1V

    0

    IRR1

    CFVNPV

    n

    1tt

    t0 !

    !

    !

    Debt financing : cost of debt

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    Examples

    Vision Corp. is negotiating a 5 years bank loan, with the following conditions:

    amount $6 m

    interest rate 6% p.a., paid annually at year end

    arrangement fee $120 000, paid to the bank in year 0

    repayment : $2m end of years 3, 4, and 5

    The corporate tax rate ofVision Corp. is 30%

    Calculate the cost of this loan for Vision Corp. What would be the cost of the loan assuming no arrangement fee?

    Cost and yield of a bond: exercise Bablock (ex 17)

    Debt financing : Lease

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    The lease is a contract by which the owner of a good agrees to let anotherhave the use of it for a specified period of time

    During the contract: the user is not theowner of the good and pays a rent that istax deductible

    At the end of the contract: theuser can use a purchase option &become the owner of the good

    Debt financing : Lease

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    Characteristics

    the user is not the owner: shift of ownership risk

    in case of bankruptcy, this debt cant be demanded (not payable). Theowner can recovers the asset

    easy use for the company

    the asset & the debt are not reported on the balance sheet (NB:theyare in consolidated statements)

    in finance leasing is considered as bank debt (accounts are corrected toreport leasing if needed)

    Debt financing : Lease

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    The lease creates a flows (the rent), which is tax deductible, but the

    depreciation tax savings are lost as the asset is not purchased

    It is possible to forecast all the cash flows related to a leasingcontract (including the loss of depreciation tax savings). The IRR ofthe cash flows gives the cost of leasing

    Leasing is an alternative to debt: need to compare the cost of debtwith the cost of leasing

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    2-The weighted average cost of capital (WACC)

    Session 3 : Debt financing

    The weighted average cost of capital (WACC)

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    A company is always financed by a combination of equity & debt

    Their cost are different, so we need to calculate the WACC (WeightedAverage Cost of Capital)

    The WACC is the cost of the financing resources of the company WACC = weighted costs of the means used to finance the project

    The weighted average cost of capital (WACC)

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    DE

    DTrDE

    ErWACC de

    ! )1(

    re & rd = cost of equity and cost of debt (pre tax)

    E = value of equityD = value of debt

    T = marginal rate of corporate tax

    Equity

    E

    re

    Debt

    D

    rd

    Pool of

    ressources

    Pool of

    projects