- •Intended Audience
- •1.1 Financing the Firm
- •1.2Public and Private Sources of Capital
- •1.3The Environment forRaising Capital in the United States
- •Investment Banks
- •1.4Raising Capital in International Markets
- •1.5MajorFinancial Markets outside the United States
- •1.6Trends in Raising Capital
- •Innovative Instruments
- •2.1Bank Loans
- •2.2Leases
- •2.3Commercial Paper
- •2.4Corporate Bonds
- •2.5More Exotic Securities
- •2.6Raising Debt Capital in the Euromarkets
- •2.7Primary and Secondary Markets forDebt
- •2.8Bond Prices, Yields to Maturity, and Bond Market Conventions
- •2.9Summary and Conclusions
- •3.1Types of Equity Securities
- •Volume of Financing with Different Equity Instruments
- •3.2Who Owns u.S. Equities?
- •3.3The Globalization of Equity Markets
- •3.4Secondary Markets forEquity
- •International Secondary Markets for Equity
- •3.5Equity Market Informational Efficiency and Capital Allocation
- •3.7The Decision to Issue Shares Publicly
- •3.8Stock Returns Associated with ipOs of Common Equity
- •Ipo Underpricing of u.S. Stocks
- •4.1Portfolio Weights
- •4.2Portfolio Returns
- •4.3Expected Portfolio Returns
- •4.4Variances and Standard Deviations
- •4.5Covariances and Correlations
- •4.6Variances of Portfolios and Covariances between Portfolios
- •Variances for Two-Stock Portfolios
- •4.7The Mean-Standard Deviation Diagram
- •4.8Interpreting the Covariance as a Marginal Variance
- •Increasing a Stock Position Financed by Reducing orSelling Short the Position in
- •Increasing a Stock Position Financed by Reducing orShorting a Position in a
- •4.9Finding the Minimum Variance Portfolio
- •Identifying the Minimum Variance Portfolio of Two Stocks
- •Identifying the Minimum Variance Portfolio of Many Stocks
- •Investment Applications of Mean-Variance Analysis and the capm
- •5.2The Essentials of Mean-Variance Analysis
- •5.3The Efficient Frontierand Two-Fund Separation
- •5.4The Tangency Portfolio and Optimal Investment
- •Identification of the Tangency Portfolio
- •5.5Finding the Efficient Frontierof Risky Assets
- •5.6How Useful Is Mean-Variance Analysis forFinding
- •5.8The Capital Asset Pricing Model
- •Implications for Optimal Investment
- •5.9Estimating Betas, Risk-Free Returns, Risk Premiums,
- •Improving the Beta Estimated from Regression
- •Identifying the Market Portfolio
- •5.10Empirical Tests of the Capital Asset Pricing Model
- •Is the Value-Weighted Market Index Mean-Variance Efficient?
- •Interpreting the capm’s Empirical Shortcomings
- •5.11 Summary and Conclusions
- •6.1The Market Model:The First FactorModel
- •6.2The Principle of Diversification
- •Insurance Analogies to Factor Risk and Firm-Specific Risk
- •6.3MultifactorModels
- •Interpreting Common Factors
- •6.5FactorBetas
- •6.6Using FactorModels to Compute Covariances and Variances
- •6.7FactorModels and Tracking Portfolios
- •6.8Pure FactorPortfolios
- •6.9Tracking and Arbitrage
- •6.10No Arbitrage and Pricing: The Arbitrage Pricing Theory
- •Verifying the Existence of Arbitrage
- •Violations of the aptEquation fora Small Set of Stocks Do Not Imply Arbitrage.
- •Violations of the aptEquation by Large Numbers of Stocks Imply Arbitrage.
- •6.11Estimating FactorRisk Premiums and FactorBetas
- •6.12Empirical Tests of the Arbitrage Pricing Theory
- •6.13 Summary and Conclusions
- •7.1Examples of Derivatives
- •7.2The Basics of Derivatives Pricing
- •7.3Binomial Pricing Models
- •7.4Multiperiod Binomial Valuation
- •7.5Valuation Techniques in the Financial Services Industry
- •7.6Market Frictions and Lessons from the Fate of Long-Term
- •7.7Summary and Conclusions
- •8.1ADescription of Options and Options Markets
- •8.2Option Expiration
- •8.3Put-Call Parity
- •Insured Portfolio
- •8.4Binomial Valuation of European Options
- •8.5Binomial Valuation of American Options
- •Valuing American Options on Dividend-Paying Stocks
- •8.6Black-Scholes Valuation
- •8.7Estimating Volatility
- •Volatility
- •8.8Black-Scholes Price Sensitivity to Stock Price, Volatility,
- •Interest Rates, and Expiration Time
- •8.9Valuing Options on More Complex Assets
- •Implied volatility
- •8.11 Summary and Conclusions
- •9.1 Cash Flows ofReal Assets
- •9.2Using Discount Rates to Obtain Present Values
- •Value Additivity and Present Values of Cash Flow Streams
- •Inflation
- •9.3Summary and Conclusions
- •10.1Cash Flows
- •10.2Net Present Value
- •Implications of Value Additivity When Evaluating Mutually Exclusive Projects.
- •10.3Economic Value Added (eva)
- •10.5Evaluating Real Investments with the Internal Rate of Return
- •Intuition for the irrMethod
- •10.7 Summary and Conclusions
- •10A.1Term Structure Varieties
- •10A.2Spot Rates, Annuity Rates, and ParRates
- •11.1Tracking Portfolios and Real Asset Valuation
- •Implementing the Tracking Portfolio Approach
- •11.2The Risk-Adjusted Discount Rate Method
- •11.3The Effect of Leverage on Comparisons
- •11.4Implementing the Risk-Adjusted Discount Rate Formula with
- •11.5Pitfalls in Using the Comparison Method
- •11.6Estimating Beta from Scenarios: The Certainty Equivalent Method
- •Identifying the Certainty Equivalent from Models of Risk and Return
- •11.7Obtaining Certainty Equivalents with Risk-Free Scenarios
- •Implementing the Risk-Free Scenario Method in a Multiperiod Setting
- •11.8Computing Certainty Equivalents from Prices in Financial Markets
- •11.9Summary and Conclusions
- •11A.1Estimation Errorand Denominator-Based Biases in Present Value
- •11A.2Geometric versus Arithmetic Means and the Compounding-Based Bias
- •12.2Valuing Strategic Options with the Real Options Methodology
- •Valuing a Mine with No Strategic Options
- •Valuing a Mine with an Abandonment Option
- •Valuing Vacant Land
- •Valuing the Option to Delay the Start of a Manufacturing Project
- •Valuing the Option to Expand Capacity
- •Valuing Flexibility in Production Technology: The Advantage of Being Different
- •12.3The Ratio Comparison Approach
- •12.4The Competitive Analysis Approach
- •12.5When to Use the Different Approaches
- •Valuing Asset Classes versus Specific Assets
- •12.6Summary and Conclusions
- •13.1Corporate Taxes and the Evaluation of Equity-Financed
- •Identifying the Unlevered Cost of Capital
- •13.2The Adjusted Present Value Method
- •Valuing a Business with the wacc Method When a Debt Tax Shield Exists
- •Investments
- •IsWrong
- •Valuing Cash Flow to Equity Holders
- •13.5Summary and Conclusions
- •14.1The Modigliani-MillerTheorem
- •IsFalse
- •14.2How an Individual InvestorCan “Undo” a Firm’s Capital
- •14.3How Risky Debt Affects the Modigliani-MillerTheorem
- •14.4How Corporate Taxes Affect the Capital Structure Choice
- •14.6Taxes and Preferred Stock
- •14.7Taxes and Municipal Bonds
- •14.8The Effect of Inflation on the Tax Gain from Leverage
- •14.10Are There Tax Advantages to Leasing?
- •14.11Summary and Conclusions
- •15.1How Much of u.S. Corporate Earnings Is Distributed to Shareholders?Aggregate Share Repurchases and Dividends
- •15.2Distribution Policy in Frictionless Markets
- •15.3The Effect of Taxes and Transaction Costs on Distribution Policy
- •15.4How Dividend Policy Affects Expected Stock Returns
- •15.5How Dividend Taxes Affect Financing and Investment Choices
- •15.6Personal Taxes, Payout Policy, and Capital Structure
- •15.7Summary and Conclusions
- •16.1Bankruptcy
- •16.3How Chapter11 Bankruptcy Mitigates Debt Holder–Equity HolderIncentive Problems
- •16.4How Can Firms Minimize Debt Holder–Equity Holder
- •Incentive Problems?
- •17.1The StakeholderTheory of Capital Structure
- •17.2The Benefits of Financial Distress with Committed Stakeholders
- •17.3Capital Structure and Competitive Strategy
- •17.4Dynamic Capital Structure Considerations
- •17.6 Summary and Conclusions
- •18.1The Separation of Ownership and Control
- •18.2Management Shareholdings and Market Value
- •18.3How Management Control Distorts Investment Decisions
- •18.4Capital Structure and Managerial Control
- •Investment Strategy?
- •18.5Executive Compensation
- •Is Executive Pay Closely Tied to Performance?
- •Is Executive Compensation Tied to Relative Performance?
- •19.1Management Incentives When Managers Have BetterInformation
- •19.2Earnings Manipulation
- •Incentives to Increase or Decrease Accounting Earnings
- •19.4The Information Content of Dividend and Share Repurchase
- •19.5The Information Content of the Debt-Equity Choice
- •19.6Empirical Evidence
- •19.7Summary and Conclusions
- •20.1AHistory of Mergers and Acquisitions
- •20.2Types of Mergers and Acquisitions
- •20.3 Recent Trends in TakeoverActivity
- •20.4Sources of TakeoverGains
- •Is an Acquisition Required to Realize Tax Gains, Operating Synergies,
- •Incentive Gains, or Diversification?
- •20.5The Disadvantages of Mergers and Acquisitions
- •20.7Empirical Evidence on the Gains from Leveraged Buyouts (lbOs)
- •20.8 Valuing Acquisitions
- •Valuing Synergies
- •20.9Financing Acquisitions
- •Information Effects from the Financing of a Merger or an Acquisition
- •20.10Bidding Strategies in Hostile Takeovers
- •20.11Management Defenses
- •20.12Summary and Conclusions
- •21.1Risk Management and the Modigliani-MillerTheorem
- •Implications of the Modigliani-Miller Theorem for Hedging
- •21.2Why Do Firms Hedge?
- •21.4How Should Companies Organize TheirHedging Activities?
- •21.8Foreign Exchange Risk Management
- •Indonesia
- •21.9Which Firms Hedge? The Empirical Evidence
- •21.10Summary and Conclusions
- •22.1Measuring Risk Exposure
- •Volatility as a Measure of Risk Exposure
- •Value at Risk as a Measure of Risk Exposure
- •22.2Hedging Short-Term Commitments with Maturity-Matched
- •Value at
- •22.3Hedging Short-Term Commitments with Maturity-Matched
- •22.4Hedging and Convenience Yields
- •22.5Hedging Long-Dated Commitments with Short-Maturing FuturesorForward Contracts
- •Intuition for Hedging with a Maturity Mismatch in the Presence of a Constant Convenience Yield
- •22.6Hedging with Swaps
- •22.7Hedging with Options
- •22.8Factor-Based Hedging
- •Instruments
- •22.10Minimum Variance Portfolios and Mean-Variance Analysis
- •22.11Summary and Conclusions
- •23Risk Management
- •23.2Duration
- •23.4Immunization
- •Immunization Using dv01
- •Immunization and Large Changes in Interest Rates
- •23.5Convexity
- •23.6Interest Rate Hedging When the Term Structure Is Not Flat
- •23.7Summary and Conclusions
- •Interest Rate
- •Interest Rate
1.1 Financing the Firm
Households, firms, financial intermediaries, and government all play a role in the finan-
cial system of every developed economy. Financial intermediariesare institutions
such as banks that collect the savings of individuals and corporations and funnel them
to firms that use the money to finance their investments in plant, equipment, research
and development, and so forth. Some of the most important financial intermediaries are
described in Exhibit 1.1.
In addition to financing firms indirectly through financial intermediaries, house-
holds finance firms directly by individually buying and holding stocks and bonds. The
government also plays a key role in this process by regulating the capital markets and
taxing various financing alternatives.
Decisions Facing the Firm
Firms can raise investment capital from many sources with a variety of financial instru-
ments. The firm’s financial policy describes the mix of financial instruments used to
finance the firm.
Internal Capital.Firms raise capital internally by retaining the earnings they gen-
erate and by obtaining external funds from the capital markets. Exhibit 1.2 shows
that, in the aggregate, the percentage of total investment funds that U.S. firms generate
-
Grinblatt
35 Titman: FinancialI. Financial Markets and
1. Raising Capital
© The McGraw
35 HillMarkets and Corporate
Financial Instruments
Companies, 2002
Strategy, Second Edition
4Part IFinancial Markets and Financial Instruments
EXHIBIT1.1Description of Financial Intermediaries
-
Financial
Intermediary
Description
-
Commercial bank
Takes deposits from individuals and corporations and lends
these funds to borrowers.
-
Investment bank
Raises money for corporations by issuing securities.
-
Insurance company
Invests money set aside to pay future claims in securities,
real estate, and other assets.
-
Pension fund
Invests money set aside to pay future pensions in securities,
real estate, and other assets.
Charitable foundationInvests the endowment of a nonprofit organization such as a
university.
-
Mutual fund
Pools savings from individual investors to purchase securities.
-
Venture capital firm
Pools money from individual investors and other financial
intermediaries to fund relatively small, new businesses,
generally with private equity financing.
EXHIBIT1.2Aggregate Percent of Investment Funds Raised Internally
100
80
Percent60
40
20
-
0
1970
1975
1980
1985
1990
1995
2000
Year
Source: Federal Reserve Flow of Funds.
internally—essentially retained earnings plus depreciation—is generally in the 40–80
percent range. Thus, internal cash flows are typically insufficient to meet the total cap-
ital needs of most firms.
External Capital: Debt vs. Equity.When a firm determines that it needs external
funds, as Amazon did (as described in the opening vignette), it must gain access to cap-
ital markets and make a decision about the type of funds to raise. Exhibit 1.3 illustrates
the two basic sources of outside financing: debt and equity, as well as the major forms
Grinblatt |
I. Financial Markets and |
1. Raising Capital |
©
The McGraw |
Markets and Corporate |
Financial Instruments |
|
Companies, 2002 |
Strategy, Second Edition |
|
|
|
|
Chapter 1Raising Capital |
5 |
EXHIBIT1.3 |
Sources of Capital |
|
-
Capital markets
Debt
Equity
-
Bank
Commercial
Bonds
Leases
Common
Preferred
Warrants
loans
paper
of debt and equity financing.1Although Amazon’s financing is clearly debt, its con-
vertibility feature implies that it might someday be converted into equity, at the option
of the debt holder.
The main difference between debtand equityis that the debt holders have a con-
tract specifying that their claims must be paid in full before the firm can make pay-
ments to its equity holders. In other words, debt claims are senior, or have priority,
over equity claims. Asecond important distinction between debt and equity is that pay-
ments to debt holders are generally viewed as a tax-deductible expense of the firm. In
contrast, the dividends on an equity instrument are viewed as a payout of profits and
therefore are not a tax-deductible expense.
Major corporations frequently raise outside capital by accessing the debt markets.
Equity, however, is an extremely important but much less frequently used source of
outside capital.
Result 1.1 summarizes the discussion in this subsection.
-
Result 1.1
Debt is the most frequently used source of outside capital. The important distinctionsbetween debt and equity are:
-
•
Debt claims are senior to equity claims.
•
Interest payments on debt claims are tax deductible, but dividends on equity claimsare not.
How Big Is the U.S. Capital Market?
Exhibit 1.4 shows the value of the outstanding debt and equity capital of U.S. firms
since 1970.2The relative proportions of debt and equity have not changed dramatically
over time. Since 1970, firms have been financed with about 60 percent equity and 40
percent debt, with the percentage of equity financing increasing somewhat in the 1990s.
1The different sources of debt financing will be explored in detail in Chapter 2; the various sources
of equity capital are examined in Chapter 3.
2Unfortunately, the data are not strictly comparable because the equity is expressed in market value
terms, the price at which the security can be obtained in the market, and the debt is expressed in book
value terms, which is generally close to the price at which the debt originally sold.
-
Grinblatt
38 Titman: FinancialI. Financial Markets and
1. Raising Capital
© The McGraw
38 HillMarkets and Corporate
Financial Instruments
Companies, 2002
Strategy, Second Edition
6 |
Part IFinancial Markets and Financial Instruments |
EXHIBIT1.4 |
Value of Debt and Equity Outstanding in the U.S., Billions of Dollars |
$15,000
$12,500
-
Billions of dollars
$10,000
Equity value
$7,500
$5,000
-
$2,500
Debt value
-
$0
1970
1975
1980
1985
1990
1995
2000
Year
Source: Federal Reserve Flow of Funds.
In the 1980s, the aggregate amount of debt financing relative to equity financing,
with debt and equity measured in book value terms, increased substantially. Countless
writers in the business press, as well as countless politicians, have interpreted this to
mean that firms were replacing equity financing with debt financing in the 1980s. This
interpretation is somewhat misleading. Firms retired a substantial number of shares in
the 1980s, through either repurchases of their own shares or the purchases of other
firms’shares in takeovers. Far more shares were retired than were issued. However,
offsetting these share repurchases was an unprecedented boom in the stock market that
substantially increased the market value of existing shares. As a result, firms were able
to retire shares and issue debt without increasing their debt/equity ratios, expressed in
market value, above their pre-1980 levels. As Exhibit 1.4 illustrates, using market val-
ues, the ratio of debt to equity remained relatively constant in the 1980s. During the
1990s, the meteoric rise of the U.S. stock market caused debt/equity ratios, expressed
in market value terms, to fall, even though corporations continued to issue large
amounts of debt.
