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472

PART V Dividend Policy and Capital Structure

17.2 HOW LEVERAGE AFFECTS RETURNS

Implications of Proposition I

Consider now the implications of proposition I for the expected returns on Macbeth stock:

 

Current Structure:

Proposed Structure:

 

All Equity

Equal Debt and Equity

 

 

 

Expected earnings per share ($)

1.50

2.00

Price per share ($)

10

10

Expected return on share (%)

15

20

 

 

 

Leverage increases the expected stream of earnings per share but not the share price. The reason is that the change in the expected earnings stream is exactly offset by a change in the rate at which the earnings are capitalized. The expected return on the share (which for a perpetuity is equal to the earnings–price ratio) increases from 15 to 20 percent. We now show how this comes about.

The expected return on Macbeth’s assets rA is equal to the expected operating income divided by the total market value of the firm’s securities:

expected operating income Expected return on assets rA market value of all securities

We have seen that in perfect capital markets the company’s borrowing decision does not affect either the firm’s operating income or the total market value of its securities. Therefore the borrowing decision also does not affect the expected return on the firm’s assets rA.

Suppose that an investor holds all of a company’s debt and all of its equity. This investor would be entitled to all the firm’s operating income; therefore, the expected return on the portfolio would be equal to rA.

The expected return on a portfolio is equal to a weighted average of the expected returns on the individual holdings. Therefore the expected return on a portfolio consisting of all the firm’s securities is6

Expected return on assets

a

proportion

 

expected return

b

 

in debt

 

on debt

 

 

proportion

 

expected return

 

a in equity

 

on equity

 

b

D E

rA aD E rD b aD E rE b

We can rearrange this equation to obtain an expression for rE, the expected return on the equity of a levered firm:

6This equation should look familiar. We introduced it in Chapter 9 when we showed that the company cost of capital is a weighted average of the expected returns on the debt and equity. (Company cost of capital is simply another term for the expected return on assets, rA.) We also stated in Chapter 9 that changing the capital structure does not change the company cost of capital. In other words, we implicitly assumed MM’s proposition I.

 

 

 

 

 

 

CHAPTER 17 Does Debt Policy Matter?

473

Expected return

 

expected return

 

debt–equity

a

expected return

 

expected return

b

 

on equity

on assets

ratio

on assets

on debt

 

D

rE rA E 1rA rD 2

Proposition II

This is MM’s proposition II: The expected rate of return on the common stock of a levered firm increases in proportion to the debt–equity ratio (D/E), expressed in market values; the rate of increase depends on the spread between rA, the expected rate of return on a portfolio of all the firm’s securities, and rD, the expected return on the debt. Note that rE rA if the firm has no debt.

We can check out this formula for Macbeth Spot Removers. Before the decision

to borrow

expected operating income rE rA market value of all securities

1,500

10,000 .15, or 15%

If the firm goes ahead with its plan to borrow, the expected return on assets rA is still 15 percent. The expected return on equity is

D

rE rA E 1rA rD 2

5,000.15 5,000 1.15 .102

.20, or 20%

The general implications of MM’s proposition II are shown in Figure 17.2. The figure assumes that the firm’s bonds are essentially risk-free at low debt levels. Thus rD is independent of D/E, and rE increases linearly as D/E increases. As the firm borrows more, the risk of default increases and the firm is required to pay higher rates of interest. Proposition II predicts that when this occurs the rate of increase in rE slows down. This is also shown in Figure 17.2. The more debt the firm has, the less sensitive rE is to further borrowing.

Why does the slope of the rE line in Figure 17.2 taper off as D/E increases? Essentially because holders of risky debt bear some of the firm’s business risk. As the firm borrows more, more of that risk is transferred from stockholders to bondholders.

The Risk–Return Trade-off

Proposition I says that financial leverage has no effect on shareholders’ wealth. Proposition II says that the rate of return they can expect to receive on their shares increases as the firm’s debt–equity ratio increases. How can shareholders be indifferent to increased leverage when it increases expected return? The answer is that any increase in expected return is exactly offset by an increase in risk and therefore in shareholders’ required rate of return.

474

PART V Dividend Policy and Capital Structure

F I G U R E 1 7 . 2

MM’s proposition II. The expected return on equity rE increases linearly with the debt–equity ratio so long as debt is risk-free. But if leverage increases the risk of the debt, debtholders demand a higher return on the debt. This causes the rate of increase in rE to slow down.

Rates of return

 

 

 

 

rE = Expected return on equity

 

rA = Expected return on assets

 

rD = Expected return on debt

Risk-free debt

Risky debt

D

debt

 

 

E

= equity

T A B L E 1 7 . 4

Leverage increases the risk of Macbeth shares.

 

 

Operating Income

 

 

 

 

 

 

$500

$1,500

 

 

 

 

All equity:

Earnings per share ($)

.50

1.50

 

Return on shares (%)

5

15

50 percent debt:

Earnings per share ($)

0

2

 

Return on shares (%)

0

20

 

 

 

 

Look at what happens to the risk of Macbeth shares if it moves to equal debt– equity proportions. Table 17.4 shows how a shortfall in operating income affects the payoff to the shareholders.

The debt–equity proportion does not affect the dollar risk borne by equityholders. Suppose operating income drops from $1,500 to $500. Under all-equity financing, equity earnings drop by $1 per share. There are 1,000 outstanding shares, and so total equity earnings fall by $1 1,000 $1,000. With 50 percent debt, the same drop in operating income reduces earnings per share by $2. But there are only 500 shares outstanding, and so total equity income drops by $2 500 $1,000, just as in the all-equity case.

However, the debt–equity choice does amplify the spread of percentage returns. If the firm is all-equity-financed, a decline of $1,000 in the operating income reduces the return on the shares by 10 percent. If the firm issues risk-free debt with a fixed interest payment of $500 a year, then a decline of $1,000 in the operating income reduces the return on the shares by 20 percent. In other words,

CHAPTER 17 Does Debt Policy Matter?

475

Expected rates of return

rE = .20

 

 

 

 

Equity

rA = .15

 

 

 

 

All firm's assets

rD = .10

 

 

 

Debt

 

βD

βA

Risk

βE

F I G U R E 1 7 . 3

If Macbeth is unlevered, the expected return on its equity equals the expected return on its assets. Leverage increases both the expected return on equity (rE) and the risk of equity ( E).

the effect of leverage is to double the amplitude of the swings in Macbeth’s shares. Whatever the beta of the firm’s shares before the refinancing, it would be twice as high afterward.

Just as the expected return on the firm’s assets is a weighted average of the expected return on the individual securities, so likewise is the beta of the firm’s assets a weighted average of the betas of the individual securities:7

Beta of

 

proportion

 

beta of

 

 

 

proportion

beta of

assets

a

of debt

 

debt

b

a

of equity

equity b

A a

D

D b a

 

E

 

E b

 

D E

 

 

 

 

 

 

 

 

 

D E

 

 

We can rearrange this equation also to give an expression for E, the beta of the equity of a levered firm:

beta of

 

 

debt–equity

beta of

 

beta of

 

Beta of equity assets

 

 

ratio

a assets

 

debt

b

E A

D

1 A D 2

 

 

 

 

E

 

 

 

 

 

 

 

 

 

 

 

Now you can see why investors require higher returns on levered equity. The required return simply rises to match the increased risk.

In Figure 17.3, we have plotted the expected returns and the risk of Macbeth’s securities, assuming that the interest on the debt is risk-free.8

7This equation should also look old-hat. We used it in Section 9.3 when we stated that changes in the capital structure change the beta of stock but not the asset beta.

8In this case D 0 and E A 1D/E 2 A.

476 PART V Dividend Policy and Capital Structure

17.3 THE TRADITIONAL POSITION

What did financial experts think about debt policy before MM? It is not easy to say because with hindsight we see that they did not think too clearly.9 However, a “traditional” position has emerged in response to MM. In order to understand it, we have to discuss the weighted-average cost of capital.

The expected return on a portfolio of all the company’s securities is often referred to as the weighted-average cost of capital:10

Weighted-average cost of capital rA a DV rD b a VE rE b

The weighted-average cost of capital is used in capital budgeting decisions to find the net present value of projects that would not change the business risk of the firm.

For example, suppose that a firm has $2 million of outstanding debt and 100,000 shares selling at $30 per share. Its current borrowing rate is 8 percent, and the financial manager thinks that the stock is priced to offer a 15 percent return. Therefore rD .08 and rE .15. (The hard part is estimating rE, of course.) This is all we need to calculate the weighted-average cost of capital:

D $2 million

E 100,000 shares $30 per share $3 million

V D E 2 3 $5 million

Weighted-average cost of capital a

D

rD b a

E

rE b

V

V

a

2

 

.08 b a

3

 

.15 b

5

 

5

 

.122, or 12.2%

Note that we are still assuming that proposition I holds. If it doesn’t, we can’t use this simple weighted average as the discount rate even for projects that do not change the firm’s business “risk class.” As we will see in Chapter 19, the weightedaverage cost of capital is only a starting point for setting discount rates.

Two Warnings

Sometimes the objective in financing decisions is stated not as “maximize overall market value” but as “minimize the weighted-average cost of capital.” If MM’s proposition I holds, then these are equivalent objectives. If MM’s proposition I does not hold, then the capital structure that maximizes the value of the firm also minimizes the weighted-average cost of capital, provided that operating income is independent of capital structure. Remember that the weighted-average cost of capital is the expected rate of return on the market value of all of the firm’s securities.

9Financial economists in 20 years may remark on Brealey and Myers’s blind spots and clumsy reasoning. On the other hand, they may not remember us at all.

10Remember that in this chapter we ignore taxes. In Chapter 19, we shall see that the weighted-average cost of capital formula needs to be amended when debt interest can be deducted from taxable profits.

CHAPTER 17 Does Debt Policy Matter?

477

Anything that increases the value of the firm reduces the weighted-average cost of capital if operating income is constant. But if operating income is varying too, all bets are off.

In Chapter 18 we will show that financial leverage can affect operating income in several ways. Therefore maximizing the value of the firm is not always equivalent to minimizing the weighted-average cost of capital.

Warning 1 Shareholders want management to increase the firm’s value. They are more interested in being rich than in owning a firm with a low weighted-average cost of capital.

Warning 2 Trying to minimize the weighted-average cost of capital seems to encourage logical short circuits like the following. Suppose that someone says, “Shareholders demand—and deserve—higher expected rates of return than bondholders do. Therefore debt is the cheaper capital source. We can reduce the weighted-average cost of capital by borrowing more.” But this doesn’t follow if the extra borrowing leads stockholders to demand a still higher expected rate of return. According to MM’s proposition II the cost of equity capital rE increases by just enough to keep the weighted-average cost of capital constant.

This is not the only logical short circuit you are likely to encounter. We have cited two more in practice question 5 at the end of this chapter.

Rates of Return on Levered Equity—The Traditional Position

You may ask why we have even mentioned the aim of minimizing the weightedaverage cost of capital if it is often wrong or confusing. We had to because the traditionalists accept this objective and argue their case in terms of it.

The logical short circuit we just described rested on the assumption that rE, the expected rate of return demanded by stockholders, does not rise as the firm borrows more. Suppose, just for the sake of argument, that this is true. Then rA, the weighted-average cost of capital, must decline as the debt–equity ratio rises.

Take Figure 17.4, for example, which is drawn on the assumption that shareholders demand 12 percent no matter how much debt the firm has and that bondholders always want 8 percent. The weighted-average cost of capital starts at 12 percent and ends up at 8. Suppose that this firm’s operating income is a level, perpetual stream of $100,000 a year. Then firm value starts at

V 100,000 $833,333

.12

and ends up at

V 100,000 $1,250,000

.08

The gain of $416,667 falls into the stockholders’ pockets.11

Of course this is absurd: A firm that reaches 100 percent debt has to be bankrupt. If there is any chance that the firm could remain solvent, then the equity retains

11Note that Figure 17.4 relates rE and rD to D/V, the ratio of debt to firm value, rather than to the debt– equity ratio D/E. In this figure we wanted to show what happens when the firm is 100 percent debtfinanced. At that point E 0 and D/E is infinite.

478

PART V Dividend Policy and Capital Structure

F I G U R E 1 7 . 4

If the expected rate of return demanded by stockholders rE is unaffected by financial leverage, then the weightedaverage cost of capital rA declines as the firm borrows more. At 100 percent debt rA equals the borrowing rate rD. Of course this is an absurd and totally unrealistic case.

Rates of return

 

 

rE = Expected return on equity

.12

rA = Weighted-average

 

 

cost of capital

.08

 

 

rD = Expected return on debt

D

debt

V

= firm value

Zero debt

100 percent debt

some value, and the firm cannot be 100 percent debt-financed. (Remember that we are working with the market values of debt and equity.)

But if the firm is bankrupt and its original shares are worthless pieces of paper, then its lenders are its new shareholders. The firm is back to all-equity financing! We assumed that the original stockholders demanded 12 percent—why should the new ones demand any less? They have to bear all of the firm’s business risk.12

The situation described in Figure 17.4 is just impossible.13 However, it is possible to stake out a position somewhere between Figures 17.3 and 17.4. That is exactly what the traditionalists have done. Their hypothesis is shown in Figure 17.5. They hold that a moderate degree of financial leverage may increase the expected equity return rE, although not to the degree predicted by MM’s proposition II. But irresponsible firms that borrow excessively find rE shooting up faster than MM predict. Consequently, the weighted-average cost of capital rA declines at first, then rises. Its minimum point is the point of optimal capital structure. Remember that minimizing rA is equivalent to maximizing overall firm value if, as the traditionalists assume, operating income is unaffected by borrowing.

Two arguments might be advanced in support of the traditional position. First, it could be that investors don’t notice or appreciate the financial risk created by “moderate” borrowing, although they wake up when debt is “excessive.” If so, investors in moderately leveraged firms may accept a lower rate of return than they really should.

12We ignore the costs, delays, and other complications of bankruptcy. They are discussed in Chapter 18.

13This case is often termed the net-income (NI) approach because investors are assumed to capitalize income after interest at the same rate regardless of financial leverage. In contrast, MM’s approach is a net- operating-income (NOI) approach because the value of the firm is fundamentally determined by operating income, the total dollar return to both bondholders and stockholders. This distinction was emphasized by D. Durand in his important, pre-MM paper, “Cost of Debt and Equity Funds for Business: Trends and Problems of Measurement,” in Conference on Research in Business Finance, National Bureau of Economic Research, New York, 1952.

CHAPTER 17 Does Debt Policy Matter?

479

Rates of return

 

 

rE (MM)

rE (traditional)

 

rA (MM)

rA (traditional)

 

rD

D

= debt

E

equity

Traditionalists believe there is an optimal

 

debt–equity ratio that minimizes rA.

 

F I G U R E 1 7 . 5

The dashed lines show MM’s view of the effect of leverage on the expected return on equity rE and the weightedaverage cost of capital rA. (See Figure 17.2.) The solid lines show the traditional view. Traditionalists say that borrowing at first increases rE more slowly than MM predict but that rE shoots up with excessive borrowing. If so, the weighted-average cost of capital can be minimized if you use just the right amount of debt.

That seems naive.14 The second argument is better. It accepts MM’s reasoning as applied to perfect capital markets but holds that actual markets are imperfect. Imperfections may allow firms that borrow to provide a valuable service for investors. If so, levered shares might trade at premium prices compared to their theoretical values in perfect markets.

Suppose that corporations can borrow more cheaply than individuals. Then it would pay investors who want to borrow to do so indirectly by holding the stock of levered firms. They would be willing to live with expected rates of return that do not fully compensate them for the business and financial risk they bear.

Is corporate borrowing really cheaper? It’s hard to say. Interest rates on home mortgages are not too different from rates on high-grade corporate bonds.15 Rates on margin debt (borrowing from a stockbroker with the investor’s shares tendered as security) are not too different from the rates firms pay banks for short-term loans.

There are some individuals who face relatively high interest rates, largely because of the costs lenders incur in making and servicing small loans. There are economies of scale in borrowing. A group of small investors could do better by borrowing via a corporation, in effect pooling their loans and saving transaction costs.16

14This first argument may reflect a confusion between financial risk and the risk of default. Default is not a serious threat when borrowing is moderate; stockholders worry about it only when the firm goes “too far.” But stockholders bear financial risk—in the form of increased volatility of rate of return and higher beta—even when the chance of default is nil. We demonstrated this in Figure 17.3.

15One of the authors once obtained a home mortgage at a rate 12 percentage point less than the contemporaneous yield on long-term AAA bonds.

16Even here there are alternatives to borrowing on personal account. Investors can draw down their savings accounts or sell a portion of their investment in bonds. The impact of reductions in lending on the investor’s balance sheet and risk position is exactly the same as increases in borrowing.

480

PART V Dividend Policy and Capital Structure

But suppose that this class of investors is large, both in number and in the aggregate wealth it brings to capital markets. Shouldn’t the investors’ needs be fully satisfied by the thousands of levered firms already existing? Is there really an unsatisfied clientele of small investors standing ready to pay a premium for one more firm that borrows?

Maybe the market for corporate leverage is like the market for automobiles. Americans need millions of automobiles and are willing to pay thousands of dollars apiece for them. But that doesn’t mean that you could strike it rich by going into the automobile business. You’re at least 50 years too late.

Where to Look for Violations of MM’s Propositions

MM’s propositions depend on perfect capital markets. We believe capital markets are generally well-functioning, but they are not 100 percent perfect 100 percent of the time. Therefore, MM must be wrong some times in some places. The financial manager’s problem is to figure out when and where.

That is not easy. Just finding market imperfections is insufficient.

Consider the traditionalists’ claim that imperfections make borrowing costly and inconvenient for many individuals. That creates a clientele for whom corporate borrowing is better than personal borrowing. That clientele would, in principle, be willing to pay a premium for the shares of a levered firm.

But maybe it doesn’t have to pay a premium. Perhaps smart financial managers long ago recognized this clientele and shifted the capital structures of their firms to meet its needs. The shifts would not have been difficult or costly to make. But if the clientele is now satisfied, it is no longer willing to pay a premium for levered shares. Only the financial managers who first recognized the clientele extracted any advantage from it.

Today’s Unsatisfied Clienteles Are Probably Interested in Exotic Securities

So far we have made little progress in identifying cases where firm value might plausibly depend on financing. But our examples illustrate what smart financial managers look for. They look for an unsatisfied clientele, investors who want a particular kind of financial instrument but because of market imperfections can’t get it or can’t get it cheaply.

MM’s proposition I is violated when the firm, by imaginative design of its capital structure, can offer some financial service that meets the needs of such a clientele. Either the service must be new and unique or the firm must find a way to provide some old service more cheaply than other firms or financial intermediaries can.

Now, is there an unsatisfied clientele for garden-variety debt or levered equity? We doubt it. But perhaps you can invent an exotic security and uncover a latent demand for it.

In the next several chapters we will encounter a number of new securities that have been invented by companies and advisers. These securities take the company’s basic cash flows and repackage them in ways that are thought to be more attractive to investors. However, while inventing these new securities is easy, it is more difficult to find investors who will rush to buy them.17

Imperfections and Opportunities

The most serious capital market imperfections are often those created by government. An imperfection which supports a violation of MM’s proposition I also cre-

17We return to the topic of security innovation in Section 25.8.

CHAPTER 17 Does Debt Policy Matter?

481

ates a money-making opportunity. Firms and intermediaries will find some way to reach the clientele of investors frustrated by the imperfection.

For many years the United States government imposed a limit on the rate of interest that could be paid on savings accounts. It did so to protect savings institutions by limiting competition for their depositors’ money. The fear was that depositors would run off in search of higher yields, causing a cash drain that savings institutions would not be able to meet. This would cut off the supply of funds from those institutions for new real estate mortgages and knock the housing market for a loop. The savings institutions could not have afforded to offer higher interest rates on deposits—even if the government had allowed them to—because most of their past deposits had been locked up in fixed-rate mortgages issued when interest rates were much lower.

These regulations created an opportunity for firms and financial institutions to design new savings schemes that were not subject to the interest-rate ceilings. One invention was the floating-rate note, first issued on a large scale and with terms designed to appeal to individual investors by Citicorp in July 1974. Floating-rate notes are medium-term debt securities whose interest payments “float” with short-term interest rates. On the Citicorp issue, for example, the coupon rate used to calculate each semiannual interest payment was set at 1 percentage point above the contemporaneous yield on Treasury bills. The holder of the Citicorp note was therefore protected against fluctuating interest rates, because Citicorp sent a larger semiannual check when interest rates rose (and, of course, a smaller check when rates fell).

Citicorp evidently found an untapped clientele of investors, for it was able to raise $650 million in the first offering. The success of the issue suggests that Citicorp was able to add value by changing its capital structure. However, other companies were quick to jump on Citicorp’s bandwagon, and within five months an additional $650 million of floating-rate notes were issued by other companies. By the mid-1980s about $43 billion of floating-rate securities were outstanding, though by that time the interest-rate ceiling was no longer a motive.

Interest-rate regulation also provided financial institutions with an opportunity to create value by offering money-market funds. These are mutual funds invested in Treasury bills, commercial paper, and other high-grade, short-term debt instruments. Any saver with a few thousand dollars to invest can gain access to these instruments through a money-market fund and can withdraw money at any time by writing a check against his or her fund balance. Thus the fund resembles a checking or savings account which pays close to market interest rates.18 These moneymarket funds have become enormously popular. By 2001, their assets had increased to $2 trillion.

As floating-rate notes, money-market funds, and other instruments became more easily available, the protection given by government restrictions on savings account rates became less and less helpful. Finally the restrictions were lifted, and savings institutions met their competition head-on.

Long before interest-rate ceilings were finally removed, most of the gains had gone out of issuing the new securities to individual investors. Once the clientele was finally satisfied, MM’s proposition I was restored (until the government creates a new imperfection). The moral of the story is this: If you ever find an unsatisfied clientele, do something right away, or capital markets will evolve and steal it from you.

18Money-market funds offer rates slightly lower than those on the securities they invest in. This spread covers the fund’s operating costs and profits.

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