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Topic Note 10
Till now, we talked about situations in which the financing choice of the firm is irrelevant. When will
capital structure matter? As a general rule, we can say that the capital structure of the firm will affect firm
value whenever markets are imperfect. In this lecture, we will briefly review the impact of several kinds of
market imperfections on firm value, and discuss how corporate financial managers should go about making
their capital structure decisions to maximize firm value. We will therefore introduce market imperfections one
by one into a perfect capital market and study the effect these will have on firm value.
2. Capital structure can matter if the firm can tap an unsatisfied clientele of investors
When we talked about the Modigliani-Miller Proposition-I, we argued that firm value is irrelevant
because all the firm is doing is to split up its total cahs flow stream into two different cashflow streams: cash
flow to debt and cash flow to equity. Hence the sum of the values of these two streams (ie., the sum of the
value of debt and the value of equity) should be the same as that of the value of the unlevered firm. However,
this will not be the case if the firm can issue a new kind of security (ie., a financial innovation) which offers a
financial service which was till then unavailable to investors because of market imperfections. In this case, if
there exists a clientele of investors who want this service, these investors with an unsatisfied demand will be
willing to pay a premium for that security (in other words, the firm will have to pay only a lower expected
return to raise capital from selling this security than the rate of return corresponding to the risk of this
security). This is why, corporate financial managers are always looking for financial innovations: they may
offer the firm a cheaper way of raising capital. Examples of such financial innovations are money market
accounts (which were enormously popular when they were first introduced), floating rate notes (these are
medium-term bonds whose interest payments vary corresponding to short-term interest rates) etc. However, as
more and more firms start offering the same innovation, the unsatisfied clientele vanishes, and that security
will no longer be at a premium, and there will no longer be any advantage to the firm in issuing that security.
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Thus, studies have found that, most of the time, only the firm which first introduces a new security gets a
bargain from raising capital using that security. Copy cat firms do not seem to get any bargains in financing,
since the clientele is already satisfied by the time they get around to issuing these securities; they might as well
have stuck to ordinary stocks and bonds. Thus, raising firm value by financing projects with exotic new
Let us now consider the impact of taxes on firm value. We will first look at the effect of corporate
taxes alone. As before, consider two firms, which are identical except for their capital structures. Let us
assume that the mean operating income (Earnings Before Interest and Taxes, EBIT) of either firm, Y =
1000,000. The first firm is financed by 100% equity (unlevered firm); the second firm is financed partly by
equity and partly by debt: assume that the firm has debt of face value $5000,000 at 10% interest per year, for
To simplify matters, assume ßA = 0. Then, ßEU = 0 and ßEL =0, so that if the risk-free rate is 10%, we
Value of the levered firm = Market value of debt + Market value of equity
the levered firm is able to save money on taxes compared to the unlevered firm: because the interest payments
on debt is deductible from corporate taxable income. Let us compute the present value of this tax savings per
year:
(In general, use the expected return on debt as the discounting rate to compute this present value of the debt
tax shield).
The amount of corporate tax savings possible from having a certain amount of debt is usually
Value of the Levered Firm VL = Value of the Unlevered firm VU + Present Value of Debt Tax shield for
The above result is a general result, applicable to all kinds of debt (ie., not only to the specific kind
of debt we have assumed in the above example). Further, for the special case where the debt is a perpetuity,
(Here D is the market value of debt, which is the same as the face value of debt in this case, r _D is the
expected return on debt which is the same as the coupon rate in this case). Thus, if the only relevant market
imperfection is corporate tax, we can write (for the special case of permanent debt:
(1) V L = V U + T c .D
The above result brings up a puzzle: clearly, higher the debt, higher the present value of debt tax
shield (you would think). So why don't all firms have very high proportions of debt in their capital structure
(close to 100% debt)? But the fact is, many companies (eg: advertising firms, drug manufacturers) have
almost no debt! The answer here is in two parts: (1) On closer examination, the value of the debt tax shield
may not be as high as we think it is (2) There may be costs to having debt. Let us examine the first point
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next.
4. Two factors which may reduce the present value of the debt tax shield
In the discussion so far, we considered only corporate taxes. The fact is that in the real world, not
only corporations pay taxes: individuals also pay taxes. We therefore have to take into account the impact of
personal taxes also on the advantage from leverage. The tax rates on individual income from stocks and bonds
are sometimes different from each other. Let us consider the following example of a company with $1
expected operating income. Assume that this income can be paid to investors either as interest income (by
financing the firm with debt) or as equity income (financing the firm with equity).
Paid out as
Operating Income 1 1
Surprise! There is actually a small advantage to paying out the $1 as equity income from the
investors point of view! Of course, the above example was cooked up to make this point by assuming a large
differential in the personal tax rates on interest income and equity income. The truth is less spectacular: while
we can say that figuring in the effect of personal taxes lessens the gain in firm value obtained from having
We can derive the following general formula for the increase in value of the firm with debt (we will
not bother with the details of the derivation of this formula here):
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(1 - T c )(1 - T E )
(2) V L = V U + [1 - ]D
(1 - T D )
Here TE and TD are the effective personal tax rates on debt and equity income respectively. The above
expression applies strictly only if the debt on the firm is perpetual debt. However, it gives us a feel for the size
of the tax shield from debt under different assumptions about T E and TD. We can think of the second term on
the right as the gain from leverage in a world with corporate and personal taxes since it represents how much
higher the value of the levered firm is compared to the unlevered firm.
Case 1: If T E = TD, the above equation reduces to, VL = VU + Tc.D. ie., the gain from leverage is the same as
in the case where there was only corporate taxes in the economy.
ie., VL < VU + Tc.D. Thus, the gain from leverage may still be there, but it is much smaller than if we merely
considered corporate taxes. This reflects the current tax law in the U.S., where capital gains, which constitute
a significant portion of the income from equity (and also dividends), are taxed at a much lower rate (around
15%) than interest payments on bonds, which are taxed as ordinary income. (The numerical example above is
an extreme (and rather unrealistic) case of this, where T D = 0.4 and TE = 0.09. In this case, VL < VU ! )
Case 3: if TE > TD, then VL > VU + Tc.D, and the benefit of debt is even higher than in the case where we
considered corporate taxes alone. This, however, has never been the case under U.S. tax law.
Thus, under current personal tax rates, there is still an advantage to the corporation in issuing debt,
There is a second reason why the benefit to issuing debt may not be as high as we thought at first: the
company may not be able to fully use the tax shield it gets from issuing debt. There may be many years in
which the company may not make a high enough profit, so it may not have enough income to shelter from
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taxes (you can carry the tax shield forward, but you lose some value since you get benefits only later).
Further, the firm may have other tax-shields like depreciation tax shields also, which accentuate the problem
since the operating income may not be high enough to utilize the entire extent of tax shields the firm has.
Remember, tax shields add value to the firm only if you can convert them into actual savings in tax-dollars!
Thus, it does not make sense to increase the debt in the capital structure beyond a certain extent, since, higher
the level of debt, higher the chance that the firm may not be able to fully utilize the debt tax shield involved.
Taking into account the two effects we discussed above: (a) the effect of personal taxes and (b) the
possibility of wastage of debt tax shields, we can conclude that while there may be a net tax advantage to
*
(3) V L = V U + T D,
Where T* is some fraction less than TC (i.e, 0 < T* < Tc). The problem, however, is in estimating T *!
Remember also that the formula (3) applies only to the special case of permanent debt. A more general
When a company issues debt, it essentially enters into a contract with debt holders promising them to pay
certain specific amounts (interest payments and face value) at specific points in time. Clearly, if the amount of
debt issued is very small compared with the various possible levels of operating income of the firm, then there
is zero probability that the firm will not be able to meet its payment obligations, and the debt is riskless.
However, if the size of the debt obligations of the company are significant compared to the possible
levels of operating income, and there is a chance that in certain states of the world the company may not be
able to pay up its obligations to its debt holders, the debt is risky. In case the firm is unable to meet its debt
obligations, the company can declare bankruptcy, in which case debt holders will take over control of the
company. For a given level of operating income, the higher the level of debt, the higher the chance that the
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firm cannot honor its obligations to debt holders (i.e., higher the chance that the firm goes bankrupt). Notice
that, just the fact that higher debt increases the chance of bankruptcy has no effect on firm value. In
fact, the company will go on running even after bankruptcy, the only change will be that all cashflows will
now go to the former debt holders in the firm (who take over control)! In fact, if bankruptcy is costless, the
value of the levered firm is exactly the same as that of the unlevered firm, even if the level of debt is so high
To illustrate this, consider the following example of two firms which are otherwise identical (for
instance, they have the same probability distribution of operating income) except for the fact that one is
unlevered (100% equity) and the other is financed partly by debt (perpetual debt with a promised interest of
Assume for simplicity that the firm has no systematic risk: ßA = ßEU = ßEL= 0. Then, if the risk-free
Expected cashflow to equity holders in unlevered firm = 0.1(1000,000) + 0.9 (300,000) = 370,000.
Value of unlevered firm, VU = Value of equity in the unlevered firm,EU = 370,000/0.1 = 3,700,000
Thus value of unlevered firm = value of levered firm, so that firm value is unaffected so long as bankruptcy is
costless.
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The problem, however, is that in most cases, debt holders do not get to take over the entire cashflow
of the healthy firm if the firm goes bankrupt. The threat of bankruptcy, and the bankruptcy process itself, robs
the firm of a certain proportion of the operating income, which can be thought of as the costs of financial
distress. These costs may consist of direct costs of bankruptcy, like legal and administrative costs of the
bankruptcy process, loss of income to the firm because of loss of confidence by consumers who switch to
competing products, etc. Or they may consist of indirect costs, which are incurred even if the firm doesn't go
bankrupt. Examples of indirect costs are unwillingness of customers, suppliers, employees etc. to enter into
long-term relationships with the firm ("it will probably go bankrupt soon, and then who knows what will
happen?"), loss in the incentives of corporate management to take advantage of positive NPV growth options,
("if the debt holders are likely to take over the firm, why bother to put in more money ?"), possible incentives
to pay a liquidating dividend (instead of investing money in new projects, pay it out as dividends!), or
increased incentives for risk shifting (taking on highly risky projects in the hope that they pay off and can save
the firm from bankruptcy, even though they are negative NPV projects: if they pay off, well and good; if they
don't, the firm would probably go bankrupt any way, so on average, shareholders gain). The last three cases I
cited here are examples of costs associated with incentive problems which may exist within a firm even when
there is a low chance of bankruptcy: however these problems, and the costs associated with them, get much
worse as the probability of bankruptcy goes up and we will therefore include them also as costs of financial
distress. The size of bankruptcy costs differ with the nature of the type of business that the firm is
engaged in. For example, the bankruptcy costs associated with a chain of grocery stores are somewhat low: if
the firm cannot meet interest payments on its debt, management may declare bankruptcy, and the lenders
takeover and sell it to a new operator (or, less likely, manage it themselves). In this case, the costs of
bankruptcy could be very small: perhaps only the legal and court fees, and some administrative expenses.
However, if it is a drug manufacturer that goes bankrupt, the loss in value can be very high: as the chances of
bankruptcy go up, the company may cut down on R&D expenses for developing new drugs, thus losing the
NPV from these opportunities. A number of the most talented (and hence sought after) employees may leave
the firm for competing concerns. Consumers may lose confidence in the firm and switch to competing brands.
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Thus, by the time the firm actually goes bankrupt, the operating cashflow (and hence value) of the firm that
the debt holders get to take over may be far less than that of the same firm before bankruptcy. It is this
possible leakage in operating income (and hence in firm value) that can occur as a by-product of
bankruptcy that makes corporate managers wary of jacking up debt in those industries where bankruptcy
costs are high. Thus, while debt may have a net tax advantage, managers have to trade-off this tax advantage
against the present value of expected costs of financial distress. Taking this trade-off into account, we can
now modify the formula for the value of the levered firm to be,
Value of levered firm = Value of unlevered firm + Present Value of debt tax shield - Present Value of
a) Taking into account bankruptcy costs as well as the effect of debt tax shields, what is the level of debt that
the company should choose (among the possible levels given above) to maximize firm value? (Use a
discounting rate of 10% to discount bankruptcy costs)
b) What is the right level of debt (among the different levels given above) if you ignore bankruptcy costs?
(Assume that both debt and equity income are taxed alike at the personal level).
Solution:
a) Part of the solution is given in Coloumns (2),(3), (5) of the table above. For each debt level, compute the
expected bankruptcy costs, and the present value of bankruptcy costs.
eg: D = 2 million
Present value of tax shields = 0.8
Expected bankruptcy cost = 8(0.01) + 0 (1 - 0.01) = 0.08
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Present Value of bankruptcy costs = 0.08 [PVIF corresp 10%,10yrs]
= 0.08 (.3855) = 0.0308
Value of the levered firm at this debt level = VU + PV of debt tax shield - PV of bankruptcy costs = 12 + 0.8 -
0.0308 = 12.77.
Working similarly, Value of levered firm at Debt of 2.5 million = 12 + 1 - 0.7710 = 12.229.
(It is easy to check that firm value is even lower for higher levels of debt).
Thus, the firm should issue $2 million debt since firm value is maximized at this level of debt ($12.77
million). Thus, the firm has increased value by 0.83 million by replacing $2 million of equity with debt.
b) If bankruptcy costs are zero, the firm should issue the highest possible level of debt: ie, the optimal debt is
$6 million.
The above example illustrates an important point: it is not only the size of the bankruptcy costs that
matter but also the probability of going bankrupt as well (which depends on the riskiness of the firm's
operating income) since the expected bankruptcy cost is the product of the two. Thus, in general, firms with
high business risk generally issue less debt. (Bankruptcy costs provide a rationale for firm managers trying to
diversify a company's business: ie., why a firm in the tobacco industry may go into the food products
business. The riskiness of the cashflows of the "diversified" company are likely to be less than if the firm
operated in only one industry, for any given level of debt, so that expected bankruptcy costs will be less for
such a diversified firm. In the absence of market imperfections, firm managers should not worry about
diversifying at the firm level: any diversification can be done by stockholders, by holding stock in different
6. Capital structure can matter when there are costs imposed by asymmetric information and/or "issue costs"
When we studied efficient markets, we learned that in practice, the financial markets are not strong
form efficient: ie., all information available to insiders are not reflected in market prices. This fact can
sometimes be costly for a firm trying to raise equity capital to invest in projects. For example, assume that the
management of a software company has news that one of their programmers has just developed an exciting
new software program which they feel will have an NPV of $500,000. Assume further the without the new
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product, the value of this firm is $1000,000. The firm is currently all equity financed, and has 50,000 shares
outstanding.
Current price per share (without the new product) = $ 1000,000/50,000 = $20/share.
Now, assume that the investment required for this project is $600,000, to pay for testing this software,
marketing etc. The problem before management is this: how should we raise the $600,000? Let us see what
will happen to firm value if they issue new equity. If the firm cannot convince outside investors about their
having this new product, investors will pay only the current price ($20/share) for the newly issued shares of
the company. In that case, how many shares will they have to sell? 600,000/20 = 30,000.
In this setting, managers feel that they are giving these shares away at a bargain. This is because,
once the information about the new product comes out, total firm value = Value of firm without new
product + NPV of new product + amount raised by selling equity = 1000,000 + 500,000 + 600,000 =
2,100,000.
Price per share = 2,100,000 / New number of shares = 2,100,000/80,000 = $26.25 per share
The firm could instead finance this project from "internal financing". Internal financing refers to
funds internally generated within the firm and is defined as accumulated retained earnings (net income minus
dividends) plus depreciation. Let us compute the value of the firm and price per share if the firm finances this
Value of the firm = Value of the firm without new product + NPV of new product = 1,500,000
Thus, while the firm used up some available cash by using internal financing, the price per share after the
information about the new product gets revealed wil be $30 instead of $26.25, so that current stock holders
are much better off (by $3.75 for each share they own) if the firm uses internal financing instead of issuing
new equity! This loss in value which can come from issuing equity is sometimes referred to as "asymmetric
information costs of financing with equity". This cost arises when management is forced to issue new equity
in a situation in which the firm's shares are undervalued. (This is perhaps the reason why firm managers
worry about the 'timing of equity issues': issuing equity at the 'wrong time' can be very costly for the firm).
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Such asymmetric information costs also exist for risky debt, but they are much smaller than for equity (they
are zero for riskless debt: in general, riskier the security, larger the asymmetric information costs of
financing).
In the absence of asymmetric information, the firm could have sold new equity to outsiders at $30 per
share because, in this case, outside investors would also know about the new product developed by the firm.
Consequently, the price per share even after the new equity financing will be $30 per share (you can check
this by repeating the above computation), so that stockholders are indifferent between financing the project
using internal funds or new equity financing. It is therefore asymmetric information which makes equity
financing costly.
Another important cost of issuing equity and to a lesser extent, debt, are issue costs: investment
banker fees and other transactions costs involved in issuing and selling these securities. Clearly, these "issue
Summary
We have talked about the different costs involved in financing projects with three different sources:
debt, equity and internal financing. Debt has an important benefit: it confers an important source of tax
savings to the firm. It has also an important cost: the probability of bankruptcy goes up with debt, and, if
there are costs to financial distress, this can reduce the value of the firm. Selling equity is not always the
answer: the costs of issuing equity can be high, particularly when the firm's shares are undervalued in the
stock market. Financing projects with internally generated funds has obviously none of these costs. Thus, in
practice, firms prefer to finance projects with internal financing if possible or, if not, with debt. At the same
time, managers usually do not exhaust all internal funds, or even borrow up to the hilt, because they prefer to
maintain some 'financial slack' (which can be thought of as project financing capacity which can be put into
effect quickly without issuing equity: this consists of cash, marketable securities,, or unused debt capacity).
This financial slack helps them finance good projects without being forced to sell equity at the "wrong time".
Thus, often, firms may choose to finance a given project with equity even when they have internally financing
available, if firm managers feel that the moment is ripe to raise equity financing, thus reserving their available
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internal funds for financing future projects. Thus, in practice, firms use a combination of debt and equity to
finance their projects depending on (1) size of tax savings they can hope to obtain from issuing debt (2) risk of
the business they are operating in (4) Type of business (asset type), which affects the size of potential costs of
financial distress (5) Extent of asymmetric information in the capital markets about the true value of the firm
(6) Issue costs (7) Extent of financial slack the firm wants to maintain.
When we studied capital budgeting, we studied formulae for the cost of capital: (1) The weighted
average cost of capital (2) Asset beta method. Both these methods took into account the effect of the debt tax
shields, by adjusting the discount rate for the effect of the deductibility of interest payments from corporate
tax. However, if other market imperfections, like the costs of financial distress, issue costs, and asymmetric
information costs are also significant, it is useful to take market imperfections into account using the
Adjusted Present Value Approach (instead of adjusting the discount rate). The following steps are involved
Step (1): Compute the "base case NPV" of the project, using as the discounting rate, the expected return on
the assets of the firm, r_A. (For example, if we are using the asset beta method, plug the asset beta into the
CAPM to get r_A. If you are using the weighted average cost of capital, use r_A = (E/V)r_E + (D/V)r_D.
(Unlike in the adjusted discount rate method we learned earlier, do not make any adjustments to the
discount rate at this stage for the effect of the debt tax shield).
Step (2): Adjust the NPV computed above for the impacts of market imperfections: e.g.: tax shield effects,
effects of the costs of financial distress, asymmetric information costs, issue costs:
APV of the project = Base Case NPV + Present Value of incremental debt tax shield due to project -
Present value of incremental bankruptcy costs - Asymmetric information and issue costs etc.
Step (3): Accept the project only if APV greater than zero: i.e., make sure that the project increases the
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value of the firm after taking into account the effect of financing.
To decide on the right form of financing the project, compute firm value using several alternative
scenarios, and pick that financing mix that maximizes the value of of equity in the firm (in other words, pick
that financing mix that gives the highest APV for the project).
Let us now integrate what we have learned about financing under capital market imperfections with
what we know about the cost of capital. We know that if capital markets are perfect, the financing mix doesn't
matter: the cost of capital to be used in evaluating a project is then r_A, the return on the company as a whole
(if all projects in the company have the same risk) or the return corresponding to the riskiness of the specific
project (which will be the case, for instance, if different projects in the firm are in different industries). Thus,
the cost of internal financing is also r_A (internal financing is not free, as some people seem to think!).
What happens to the cost of capital if we introduce market imperfections? We can still use r_A as the
cost of capital, provided we include the effects of financing also in some manner. This is what we are doing
when we compute the APV. If the APV is higher than the base case NPV, the effective cost of capital
applicable to this project (inclusive of financing effects) is lower than r_A; if APV is less than the base case
NPV (as is often the case), then, the effective rate of return required from this project is higher than r_A.
Thus, by making the APV the criterion for accepting/rejecting this project, we are in effect applying a
cost of capital to the project which incorporates the effect of market imperfections into account. Thus, the
APV method allows us to discount project cashflows at a cost of capital corresponding to the riskiness of the
project, except that we are also taking into account the effects of costs imposed on the firm by market
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imperfections, which in turn depend on how the project is financed.1
SOURCESOF LONG-TERM
FINANCING (%)
Internal Financing 76.5 78.7 77.3 70.2 78.7 96.1 83.5 86.8
External
Financing
1
Incidentally, if corporate tax effects are the only significant market imperfection, APV =
Base Case NPV + PV of the Debt tax shield generated by the project. In that case, the APV
method and the adjusted discount rate method should give more or less the same answer
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Net new long-term 0.0 3.3 4.5 9.6 6.0 13.3 -4.1 19.8
borrowing
Net new stock 23.5 18.0 18.2 20.2 15.3 -9.4 20.6 -6.6
issues
100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Data are derived from Value Line Selection and Opinion. “Industrial Composite Financial Results” (February
13,1987) and Board of Governors of the Federal Reserve System, Division of Research and Statistics. Flow
of Funds Accounts.
Internal financing comes from internally generated cash flow and is defined as net income plus depreciation
minus dividends. External financing is new long-term bond and new shares of equity net of buy-backs.