Brealey−Meyers: Principles of Corporate Finance, 7th Edition - Chapter 18 docx

Thus we discount at 8 percent,the expected rate of return demanded by investors who are holding the firm’s debt: In effect the government itself assumes 35 percent of the $1,000 debt obl

HOW MUCH SHOULD

A FIRM BORROW?

IN CHAPTER 17we found that debt policy rarely matters in well-functioning capital markets Few nancial managers would accept that conclusion as a practical guideline If debt policy doesn’t matter,then they shouldn’t worry about it—financing decisions should be delegated to underlings Yet fi-nancial managers do worry about debt policy This chapter explains why.

fi-If debt policy were completely irrelevant, then actual debt ratios should vary randomly from

firm to firm and industry to industry Yet almost all airlines, utilities, banks, and real estate velopment companies rely heavily on debt And so do many firms in capital-intensive industrieslike steel, aluminum, chemicals, petroleum, and mining On the other hand, it is rare to find adrug company or advertising agency that is not predominantly equity-financed Glamorousgrowth companies rarely use much debt despite rapid expansion and often heavy requirementsfor capital

de-The explanation of these patterns lies partly in the things we left out of the last chapter We nored taxes We assumed bankruptcy was cheap, quick, and painless It isn’t, and there are costsassociated with financial distress even if legal bankruptcy is ultimately avoided We ignored po-tential conflicts of interest between the firm’s security holders For example, we did not considerwhat happens to the firm’s “old” creditors when new debt is issued or when a shift in investmentstrategy takes the firm into a riskier business We ignored the information problems that favordebt over equity when cash must be raised from new security issues We ignored the incentive ef-fects of financial leverage on management’s investment and payout decisions

ig-Now we will put all these things back in: taxes first, then the costs of bankruptcy and financial tress This will lead us to conflicts of interest and to information and incentive problems In the end

dis-we will have to admit that debt policy does matter.

However, we will not throw away the MM theory we developed so carefully in Chapter 17 We’re shooting for a theory combining MM’s insights plus the effects of taxes, costs of bankruptcy and fi-

nancial distress, and various other complications We’re not dropping back to the traditional viewbased on inefficiencies in the capital market Instead, we want to see how well-functioning capital

markets respond to taxes and the other things covered in this chapter.

489

18.1 CORPORATE TAXES

Debt financing has one important advantage under the corporate income tax tem in the United States The interest that the company pays is a tax-deductible ex-pense Dividends and retained earnings are not Thus the return to bondholders es-capes taxation at the corporate level

sys-Table 18.1 shows simple income statements for firm U, which has no debt, andfirm L, which has borrowed $1,000 at 8 percent The tax bill of L is $28 less than that

of U This is the tax shield provided by the debt of L In effect the government pays

35 percent of the interest expense of L The total income that L can pay out to itsbondholders and stockholders increases by that amount

Tax shields can be valuable assets Suppose that the debt of L is fixed and manent (That is, the company commits to refinance its present debt obligationswhen they mature and to keep rolling over its debt obligations indefinitely.) Itlooks forward to a permanent stream of cash flows of $28 per year The risk of theseflows is likely to be less than the risk of the operating assets of L The tax shields

per-depend only on the corporate tax rate1and on the ability of L to earn enough tocover interest payments The corporate tax rate has been pretty stable (It did fallfrom 46 to 34 percent after the Tax Reform Act of 1986, but that was the first mate-rial change since the 1950s.) And the ability of L to earn its interest payments must

be reasonably sure; otherwise it could not have borrowed at 8 percent.2Therefore

we should discount the interest tax shields at a relatively low rate

But what rate? One common assumption is that the risk of the tax shields is thesame as that of the interest payments generating them Thus we discount at 8 percent,the expected rate of return demanded by investors who are holding the firm’s debt:

In effect the government itself assumes 35 percent of the $1,000 debt obligation of L.Under these assumptions, the present value of the tax shield is independent of thereturn on the debt It equals the corporate tax rate times the amount borrowed D:

Of course, PV(tax shield) is less if the firm does not plan to borrow permanently,

or if it may not be able to use the tax shields in the future

⫽ T c 1r D D2

r D ⫽ T c D

PV1tax shield2 ⫽corporate tax rate⫻ expected interest payment

expected return on debt

Total income to both bondholders and stockholders $0 ⫹ 650 ⫽ $650 $80 ⫹ 598 ⫽ $678

T A B L E 1 8 1

The tax deductibility of

interest increases the

total income that can be

paid out to bondholders

and stockholders.

1 Always use the marginal corporate tax rate, not the average rate Average rates are often much lower than marginal rates because of accelerated depreciation and other tax adjustments For large corpora- tions, the marginal rate is usually taken as the statutory rate, which was 35 percent when this chapter was written (2001) However, effective marginal rates can be less than the statutory rate, especially for smaller, riskier companies which cannot be sure that they will earn taxable income in the future.

2 If the income of L does not cover interest in some future year, the tax shield is not necessarily lost

L can carry back the loss and receive a tax refund up to the amount of taxes paid in the previous three years If L has a string of losses, and thus no prior tax payments that can be refunded, then losses can

be carried forward and used to shield income in subsequent years.

How Do Interest Tax Shields Contribute to the Value

of Stockholders’ Equity?

MM’s proposition I amounts to saying that the value of a pie does not depend on

how it is sliced The pie is the firm’s assets, and the slices are the debt and equity

claims If we hold the pie constant, then a dollar more of debt means a dollar less

of equity value

But there is really a third slice, the government’s Look at Table 18.2 It shows

an expanded balance sheet with pretax asset value on the left and the value of the

government’s tax claim recognized as a liability on the right MM would still say

that the value of the pie—in this case pretax asset value—is not changed by

slic-ing But anything the firm can do to reduce the size of the government’s slice

ob-viously makes stockholders better off One thing it can do is borrow money,

which reduces its tax bill and, as we saw in Table 18.1, increases the cash flows to

debt and equity investors The after-tax value of the firm (the sum of its debt and

equity values as shown in a normal market value balance sheet) goes up by

PV(tax shield)

Recasting Pfizer’s Capital Structure

Pfizer, Inc., is a large successful firm that uses essentially no long-term debt Table

18.3(a) shows simplified book and market value balance sheets for Pfizer as of

year-end 2000

Suppose that you were Pfizer’s financial manager in 2001 with complete

re-sponsibility for its capital structure You decide to borrow $1 billion on a

perma-nent basis and use the proceeds to repurchase shares

Table 18.3(b) shows the new balance sheets The book version simply has $1,000

million more long-term debt and $1,000 million less equity But we know that

Pfizer’s assets must be worth more, for its tax bill has been reduced by 35 percent

of the interest on the new debt In other words, Pfizer has an increase in PV(tax

the-ory holds except for taxes, firm value must increase by $350 million to $296,247

mil-lion Pfizer’s equity ends up worth $289,794 milmil-lion

T c D⫽ 35 ⫻ $1,000 million⫽ $350 million

Normal Balance Sheet (Market Values)

Expanded Balance Sheet (Market Values)

value of pretax cash

(present value of future taxes)

of the government’s tax claim is recognized on the right-hand side Interest tax shields are valuable because they reduce the government’s claim.

Now you have repurchased $1,000 million worth of shares, but Pfizer’s equityvalue has dropped by only $650 million Therefore Pfizer’s stockholders must be

$350 million ahead Not a bad day’s work.3

MM and Taxes

We have just developed a version of MM’s proposition I as corrected by them to flect corporate income taxes.4The new proposition is

re-Book Values

T A B L E 1 8 3 (a)

Simplified balance sheets for

Pfizer, Inc., December 31, 2000

(figures in millions).

Notes:

1 Market value is equal to book value

for net working capital, long-term

debt, and other long-term liabilities.

Equity is entered at actual market

value: number of shares times closing

price on December 29, 2000 The

difference between the market and

book values of long-term assets is

equal to the difference between the

market and book values of equity.

2 The market value of the long-term

assets includes the tax shield on the

existing debt This tax shield is

worth 35 ⫻ 1,123 ⫽ $393 million

Book Values

T A B L E 1 8 3 (b)

Balance sheets for Pfizer, Inc., with

additional $1 billion of long-term

debt substituted for stockholders’

equity (figures in millions).

Notes:

1 The figures in Table 18.3(b) for net

working capital, long-term assets,

and other long-term liabilities are

identical to those in Table 18.3(a).

2 Present value of tax shields assumed

equal to corporate tax rate (35

percent) times additional long-term

debt.

3 Notice that as long as the bonds are sold at a fair price, all the benefits from the tax shield go to the shareholders.

4 Interest tax shields are recognized in MM’s original article, F Modigliani and M H Miller, “The Cost

of Capital, Corporation Finance and the Theory of Investment,” American Economic Review 48 (June 1958), pp 261–296 The valuation procedure used in Table 18.3(b) is presented in their 1963 article “Cor- porate Income Taxes and the Cost of Capital: A Correction,” American Economic Review 53 (June 1963),

pp 433–443.

In the special case of permanent debt,

Our imaginary financial surgery on Pfizer provides the perfect illustration of the

problems inherent in this “corrected” theory That $350 million came too easily;

it seems to violate the law that there is no such thing as a money machine And

if Pfizer’s stockholders would be richer with $2,123 million of corporate debt,

why not $3,123 or $17,199 million?5 Our formula implies that firm value and

stockholders’ wealth continue to go up as D increases The optimal debt policy

appears to be embarrassingly extreme All firms should be 100 percent

debt-financed

MM were not that fanatical about it No one would expect the formula to apply

at extreme debt ratios There are several reasons why our calculations overstate the

value of interest tax shields First, it’s wrong to think of debt as fixed and

perpet-ual; a firm’s ability to carry debt changes over time as profits and firm value

fluc-tuate.6Second, many firms face marginal tax rates less than 35 percent Third, you

can’t use interest tax shields unless there will be future profits to shield—and no

firm can be absolutely sure of that

But none of these qualifications explains why firms like Pfizer not only exist but

also thrive with no debt at all It is hard to believe that the management of Pfizer is

simply missing the boat

Therefore we have argued ourselves into a corner There are just two ways out:

1 Perhaps a fuller examination of the U.S system of corporate and personal

taxation will uncover a tax disadvantage of corporate borrowing, offsetting

the present value of the corporate tax shield

2 Perhaps firms that borrow incur other costs—bankruptcy costs, for

example—offsetting the present value of the tax shield

We will now explore these two escape routes

Value of firm⫽ value if all-equity-financed ⫹ T c D

Value of firm⫽ value if all-equity-financed ⫹ PV1tax shield2

5The last figure would correspond to a 100 percent book debt ratio But Pfizer’s market value would be

$301,524 million according to our formula for firm value Pfizer’s common shares would have an

ag-gregate value of $279,995 million.

6 The valuation of interest tax shields is discussed again in Section 19.4 Our calculation here adheres to

Chapter 19’s “Financing Rule 1,” which assumes that debt is fixed regardless of future performance of

the project or the firm.

18.2 CORPORATE AND PERSONAL TAXES

When personal taxes are introduced, the firm’s objective is no longer to minimize

the corporate tax bill; the firm should try to minimize the present value of all taxes

paid on corporate income “All taxes” include personal taxes paid by bondholders

and stockholders

Figure 18.1 illustrates how corporate and personal taxes are affected by

lever-age Depending on the firm’s capital structure, a dollar of operating income will

accrue to investors either as debt interest or equity income (dividends or capitalgains) That is, the dollar can go down either branch of Figure 18.1.

Notice that Figure 18.1 distinguishes between , the personal tax rate on est, and , the effective personal rate on equity income The two rates are equal ifequity income comes entirely as dividends But can be less than if equity in-come comes as capital gains In 2001 the top rate on ordinary income, including in-

inter-terest and dividends, was 39.1 percent The rate on realized capital gains was 20

per-cent.7However, capital gains taxes can be deferred until shares are sold, so the top

effective capital gains rate can be less than 20 percent.

The firm’s objective should be to arrange its capital structure so as to maximizeafter-tax income You can see from Figure 18.1 that corporate borrowing is better if

advantage of debt over equity is

This suggests two special cases First, suppose all equity income comes as dends Then debt and equity income are taxed at the same effective personal rate.But with , the relative advantage depends only on the corporate rate:

Or paid out as equity income

None Tc

Income after corporate tax $1.00 $1.00–TcPersonal tax

To bondholder To stockholder

Tp TpE(1.00 –Tc )

1.00 –Tc–TpE(1.00 –Tc )

=(1.00 –T pE )(1.00 –T c ) (1.00 –T p )

Income after all taxes

F I G U R E 1 8 1

The firm’s capital structure

deter-mines whether operating income is

paid out as interest or equity income.

Interest is taxed only at the personal

level Equity income is taxed at both

the corporate and the personal

levels However, , the personal tax

rate on equity income, can be less

than , the personal tax rate on

interest income.

T p

T pE

7 See Section 16.6 for details Note that we are simplifying by ignoring those corporate investors, such

as banks, which pay top rates on capital gains of 35 percent.

In this case, we can forget about personal taxes The tax advantage of corporate

borrowing is exactly as MM calculated it.8They do not have to assume away

per-sonal taxes Their theory of debt and taxes requires only that debt and equity be

taxed at the same rate

The second special case occurs when corporate and personal taxes cancel to

make debt policy irrelevant This requires

This case can happen only if , the corporate rate, is less than the personal rate

and if , the effective rate on equity income, is small Merton Miller explored this

situation at a time when tax rates in the United States were very different from

to-day, but we won’t go into the details of his analysis here.9

In any event we seem to have a simple, practical decision rule Arrange the firm’s

capital structure to shunt operating income down that branch of Figure 18.1 where the

tax is least Unfortunately that is not as simple as it sounds What’s , for example?

The shareholder roster of any large corporation is likely to include tax-exempt

in-vestors (such as pension funds or university endowments) as well as millionaires All

possible tax brackets will be mixed together And it’s the same with , the personal

tax rate on interest The large corporation’s “typical” bondholder might be a

tax-exempt pension fund, but many taxpaying investors also hold corporate debt

Some investors may be much happier to buy your debt than others For

exam-ple, you should have no problems inducing pension funds to lend; they don’t have

to worry about personal tax But taxpaying investors may be more reluctant to hold

debt and will be prepared to do so only if they are compensated by a high rate of

interest Investors paying tax on interest at the top rate of 39.1 percent may be

par-ticularly unwilling to hold debt They will prefer to hold common stock or

munic-ipal bonds whose interest is exempt from tax

To determine the net tax advantage of debt, companies would need to know the

tax rates faced by the marginal investor—that is, an investor who is equally happy

to hold debt or equity This makes it hard to put a precise figure on the tax benefit,

but we can nevertheless provide a back-of-the-envelope calculation One way to

estimate the tax rate of the marginal debt investor is to see how much yield

in-vestors are prepared to give up when they invest in tax-exempt municipal bonds

As we write this in August 2001, short-term municipals yield 2.49 percent, while

similar Treasury bonds yield 3.71 percent An investor with a personal tax rate of

33 percent would receive exactly the same after-tax interest from the two securities

and would be equally happy to hold them.10

8 Of course, personal taxes reduce the dollar amount of corporate interest tax shields, but the

appropri-ate discount rappropri-ate for cash flows after personal tax is also lower If investors are willing to lend at a

prospective return before personal taxes of , then they must also be willing to accept a return after

per-sonal taxes of , where is the marginal rate of personal tax Thus we can compute the value

after personal taxes of the tax shield on permanent debt:

This brings us back to our previous formula for firm value:

9See M H Miller, “Debt and Taxes,” Journal of Finance 32 (May 1977), pp 261–276.

10 That is, 11 ⫺ 332 ⫻ 3.71 ⫽ 2.49 percent

Value of firm⫽ value if all-equity-financed ⫹ T c D

PV 1tax shield2 ⫽T c ⫻ 1r D D 2 ⫻ 11 ⫺ T p2

r D ⫻ 11 ⫺ T p2 ⫽ T c D

T p

To work out how much tax such an investor would pay on equity income, weneed to know the proportion of income that is in the form of capital gains and thetax that is paid on these gains Companies currently (2001) pay out on average 28percent of their earnings So for each $1.00 of equity income, $.28 consists of divi-dends and the balance of $.72 comprises capital gains We assume that by not real-izing these capital gains immediately, investors can cut the effective tax to one-halfthe statutory rate on realized gains, that is, 11Therefore, if ourmarginal investor invests in common stock, the tax on each $1.00 of equity income

is Now we can calculate the effect of shunting a dollar of income down each of thetwo branches in Figure 18.1:

T pE⫽ 1.28 ⫻ 332 ⫹ 1.72 ⫻ 102 ⫽ 16

20/2⫽ 10 percent

11 For an analysis of the effective rate of capital gains tax, see R C Green and B Hollifield, “The Per- sonal Tax Advantages of Equity,” working paper, Graduate School of Industrial Administration, Carnegie Mellon University, January 2001.

12 For a discussion of these and other tax shields on company borrowing, see H DeAngelo and R Ma-

sulis, “Optimal Capital Structure under Corporate and Personal Taxation,” Journal of Financial

Econom-ics 8 (March 1980), pp 5–29.

13 For some evidence on the average marginal tax rate of U.S firms, see J R Graham, “Debt and the Mar-

ginal Tax Rate,” Journal of Financial Economics 41 (May 1996), pp 41–73, and “Proxies for the Corporate Marginal Tax Rate,” Journal of Financial Economics 42 (October 1996), pp 187–221.

Interest Equity Income

Less corporate tax

The advantage to debt financing appears to be about $.13 on the dollar

We should emphasize that our back-of-the-envelope calculation is just that omists have come up with differing figures for the tax rate of the marginaldebtholder and the effective rate of capital gains tax These estimates may givehigher or lower figures for the tax advantage of debt Also our calculation of the ben-efits of debt financing assumed that the firm could be confident that it would have

Econ-sufficient income to shield In practice few firms can be sure they will show a taxable

profit in the future If a firm shows a loss and cannot carry the loss back against pasttaxes, its interest tax shield must be carried forward with the hope of using it later.The firm loses the time value of money while it waits If its difficulties are deepenough, the wait may be permanent and the interest tax shield may be lost forever.Notice also that borrowing is not the only way to shield income against tax.Firms have accelerated write-offs for plant and equipment Investment in many in-tangible assets can be expensed immediately So can contributions to the firm’spension fund The more that firms shield income in these ways, the lower is the ex-pected shield from corporate borrowing.12Even if the firm is confident that it willearn a taxable profit with the current level of debt, it is unlikely to be so positive ifthe amount of debt is increased.13

Thus corporate tax shields are worth more to some firms than to others Firms

with plenty of noninterest tax shields and uncertain future profits should borrow

less than consistently profitable firms with lots of taxable profits to shield Firms

with large accumulated tax-loss carry-forwards shouldn’t borrow at all Why

should such a firm pay a high rate of interest to induce taxpaying investors to hold

its debt when it can’t use interest tax shields? All this suggests that there is a

mod-erate tax advantage to corporate borrowing, at least for companies that are

rea-sonably sure they can use the corporate tax shields For companies that do not

ex-pect corporate tax shields there is probably a moderate tax disadvantage

Do companies make full use of interest tax shields? John Graham argues that

they don’t His estimates suggest that for the typical firm unused tax shields are

worth nearly 5 percent of company value.14Presumably, well-established

compa-nies like Pfizer, with effectively no long-term debt, are leaving even more money

on the table It seems either that managers of these firms are missing out or that

there are some offsetting disadvantages to increased borrowing We will now

ex-plore this second escape route

14 Graham’s estimates for individual firms recognize both the uncertainty in future profits and the

exis-tence of noninterest tax shields See J R Graham, “How Big Are the Tax Benefits of Debt?” Journal of

Fi-nance 55 (October 2000), pp 1901–1941.

18.3 COSTS OF FINANCIAL DISTRESS

Financial distress occurs when promises to creditors are broken or honored with

difficulty Sometimes financial distress leads to bankruptcy Sometimes it only

means skating on thin ice

As we will see, financial distress is costly Investors know that levered firms may

fall into financial distress, and they worry about it That worry is reflected in the

current market value of the levered firm’s securities Thus, the value of the firm can

be broken down into three parts:

The costs of financial distress depend on the probability of distress and the

mag-nitude of costs encountered if distress occurs

Figure 18.2 shows how the trade-off between the tax benefits and the costs of

distress determines optimal capital structure PV(tax shield) initially increases as

the firm borrows more At moderate debt levels the probability of financial distress

is trivial, and so PV(cost of financial distress) is small and tax advantages

domi-nate But at some point the probability of financial distress increases rapidly with

additional borrowing; the costs of distress begin to take a substantial bite out of

firm value Also, if the firm can’t be sure of profiting from the corporate tax shield,

the tax advantage of additional debt is likely to dwindle and eventually disappear

The theoretical optimum is reached when the present value of tax savings due to

further borrowing is just offset by increases in the present value of costs of distress

This is called the trade-off theory of capital structure.

Costs of financial distress cover several specific items Now we identify these costs

and try to understand what causes them

Value

of firm⫽all-equity-financedvalue if ⫹ PV1tax shield2 ⫺financial PV1 costs of1distress2

Bankruptcy Costs

You rarely hear anything nice said about corporate bankruptcy But there is somegood in almost everything Corporate bankruptcies occur when stockholders ex-

ercise their right to default That right is valuable; when a firm gets into trouble,

lim-ited liability allows stockholders simply to walk away from it, leaving all its bles to its creditors The former creditors become the new stockholders, and the oldstockholders are left with nothing

trou-In our legal system all stockholders in corporations automatically enjoy limitedliability But suppose that this were not so Suppose that there are two firms withidentical assets and operations Each firm has debt outstanding, and each haspromised to repay $1,000 (principal and interest) next year But only one of thefirms, Ace Limited, enjoys limited liability The other firm, Ace Unlimited, doesnot; its stockholders are personally liable for its debt

Figure 18.3 compares next year’s possible payoffs to the creditors and holders of these two firms The only differences occur when next year’s asset valueturns out to be less than $1,000 Suppose that next year the assets of each companyare worth only $500 In this case Ace Limited defaults Its stockholders walk away;their payoff is zero Bondholders get the assets worth $500 But Ace Unlimited’sstockholders can’t walk away They have to cough up $500, the difference betweenasset value and the bondholders’ claim The debt is paid whatever happens.Suppose that Ace Limited does go bankrupt Of course, its stockholders are dis-appointed that their firm is worth so little, but that is an operating problem havingnothing to do with financing Given poor operating performance, the right to gobankrupt—the right to default—is a valuable privilege As Figure 18.3 shows, AceLimited’s stockholders are in better shape than Unlimited’s are

stock-The example illuminates a mistake people often make in thinking about thecosts of bankruptcy Bankruptcies are thought of as corporate funerals The mourn-

Market value

PV(costs

of financial distress)

PV(tax shield)

Value if all-equity- financed

Debt ratio

Optimal debt ratio

F I G U R E 1 8 2

The value of the firm

is equal to its value if

choose the debt ratio

that maximizes firm

value.

ers (creditors and especially shareholders) look at their firm’s present sad state.

They think of how valuable their securities used to be and how little is left

More-over, they think of the lost value as a cost of bankruptcy That is the mistake The

decline in the value of assets is what the mourning is really about That has no

nec-essary connection with financing The bankruptcy is merely a legal mechanism for

allowing creditors to take over when the decline in the value of assets triggers a

de-fault Bankruptcy is not the cause of the decline in value It is the result.

Be careful not to get cause and effect reversed When a person dies, we do not

cite the implementation of his or her will as the cause of death

We said that bankruptcy is a legal mechanism allowing creditors to take over

when a firm defaults Bankruptcy costs are the costs of using this mechanism

Payoff to

bondholders

ACE LIMITED (limited liability)

Payoff to bondholders

ACE UNLIMITED (unlimited liability)

1,000

500 1,000

Payoff

Asset value Payoff to

Payoff to stockholders

1,000

–1,000 –500

0

500 1,000

Payoff

Asset value

F I G U R E 1 8 3

Comparison of limited and unlimited liability for two otherwise identical firms If the two firms’ asset values

are less than $1,000, Ace Limited stockholders default and its bondholders take over the assets Ace

Unlimited stockholders keep the assets, but they must reach into their own pockets to pay off its

bond-holders The total payoff to both stockholders and bondholders is the same for the two firms.

There are no bankruptcy costs at all shown in Figure 18.3 Note that only Ace ited can default and go bankrupt But, regardless of what happens to asset value,

Lim-the combined payoff to Lim-the bondholders and stockholders of Ace Limited is always the same as the combined payoff to the bondholders and stockholders of Ace Un-

limited Thus the overall market values of the two firms now (this year) must be

identical Of course, Ace Limited’s stock is worth more than Ace Unlimited’s stock because of Ace Limited’s right to default Ace Limited’s debt is worth correspond-

ingly less

Our example was not intended to be strictly realistic Anything involving courtsand lawyers cannot be free Suppose that court and legal fees are $200 if Ace Lim-ited defaults The fees are paid out of the remaining value of Ace’s assets Thus ifasset value turns out to be $500, creditors end up with only $300 Figure 18.4 shows

next year’s total payoff to bondholders and stockholders net of this bankruptcy

cost Ace Limited, by issuing risky debt, has given lawyers and the court system aclaim on the firm if it defaults The market value of the firm is reduced by the pres-ent value of this claim

It is easy to see how increased leverage affects the present value of the costs offinancial distress If Ace Limited borrows more, it increases the probability of de-fault and the value of the lawyers’ claim It increases PV (costs of financial distress)and reduces Ace’s present market value

The costs of bankruptcy come out of stockholders’ pockets Creditors foresee the

costs and foresee that they will pay them if default occurs For this they demand compensation in advance in the form of higher payoffs when the firm does not de-

fault; that is, they demand a higher promised interest rate This reduces the ble payoffs to stockholders and reduces the present market value of their shares

possi-Evidence on Bankruptcy Costs

Bankruptcy costs can add up fast Manville, which declared bankruptcy in 1982 cause of expected liability for asbestos-related health claims, spent $200 million onfees before it emerged from bankruptcy in 1988.15While Eastern Airlines was in

be-Combined payoff

to bondholders and stockholders

1,000

200 1,000

Payoff

Asset value

(Promised payment to bondholders)

200 Bankruptcy cost

F I G U R E 1 8 4

Total payoff to Ace Limited security

holders There is a $200 bankruptcy cost

in the event of default (shaded area).

15

S P Sherman, “Bankruptcy’s Spreading Blight,” Fortune, June 3, 1991, pp 123–132.

bankruptcy, it spent $114 million on professional fees.16Daunting as such numbers

may seem, they are not a large fraction of the companies’ asset values For

exam-ple, the fees incurred by Eastern amounted to only 3.5 percent of its assets when it

entered bankruptcy, or about the equivalent of one jumbo jet

Lawrence Weiss, who studied 31 firms that went bankrupt between 1980 and

1986, found average costs of about 3 percent of total book assets and 20 percent of

the market value of equity in the year prior to bankruptcy A study by Edward

Alt-man found that costs were similar for retail companies but higher for industrial

companies Also, bankruptcy eats up a larger fraction of asset value for small

com-panies than for large ones There are significant economies of scale in going

bank-rupt.17Finally, a study by Andrade and Kaplan of a sample of troubled and highly

leveraged firms estimated costs of financial distress amounting to 10 to 20 percent

of predistress market value.18A breakdown of these costs of corporate bankruptcy

is provided in the Finance in the News box

Direct versus Indirect Costs of Bankruptcy

So far we have discussed the direct (that is, legal and administrative) costs of

bank-ruptcy There are indirect costs too, which are nearly impossible to measure But we

have circumstantial evidence indicating their importance

Some of the indirect costs arise from the reluctance to do business with a firm

that may not be around for long Customers worry about the continuity of

sup-plies and the difficulty of obtaining replacement parts if the firm ceases

pro-duction Suppliers are disinclined to put effort into servicing the firm’s account

and demand cash on the nail for their goods Potential employees are unwilling

to sign on and the existing staff keep slipping away from their desks for job

interviews

Managing a bankrupt firm is not easy Consent of the bankruptcy court is

re-quired for many routine business decisions, such as the sale of assets or investment

in new equipment At best this involves time and effort; at worst the proposals are

thwarted by the firm’s creditors, who have little interest in the firm’s long-term

prosperity and would prefer the cash to be paid out to them

Sometimes the problem is reversed: The bankruptcy court is so anxious to

main-tain the firm as a going concern that it allows the firm to engage in negative-NPV

ac-tivities When Eastern Airlines entered the “protection” of the bankruptcy court in

1989, it still had some valuable, profit-making routes and saleable assets such as

planes and terminal facilities The creditors would have been best served by a prompt

liquidation, which probably would have generated enough cash to pay off all debt

and preferred stockholders But the bankruptcy judge was keen to keep Eastern’s

planes flying at all costs, so he allowed the company to sell many of its assets to fund

16

L Gibbs and A Boardman, “A Billion Later, Eastern’s Finally Gone,” American Lawyer Newspaper

Groups, February 6, 1995.

17

The pioneering study of bankruptcy costs is J B Warner, “Bankruptcy Costs: Some Evidence,”

Jour-nal of Finance 26 (May 1977), pp 337–348 The Weiss and Altman papers are L A Weiss, “Bankruptcy

Resolution: Direct Costs and Violation of Priority of Claims,” Journal of Financial Economics 27 (October

1990), pp 285–314, and E I Altman, “A Further Investigation of the Bankruptcy Cost Question,”

Jour-nal of Finance 39 (September 1984), pp 1067–1089.

18

G Andrade and S N Kaplan, “How Costly is Financial (not Economic) Distress? Evidence from

Highly Leveraged Transactions that Became Distressed,” Journal of Finance 53 (October 1998),

pp 1443–1493.

hefty operating losses When Eastern finally closed down after two years, it was not

just bankrupt, but administratively insolvent: There was almost nothing for creditors,

and the company was running out of cash to pay legal expenses.19

We do not know what the sum of direct and indirect costs of bankruptcyamounts to We suspect it is a significant number, particularly for large firms forwhich proceedings would be lengthy and complex Perhaps the best evidence isthe reluctance of creditors to force bankruptcy In principle, they would be betteroff to end the agony and seize the assets as soon as possible Instead, creditors of-ten overlook defaults in the hope of nursing the firm over a difficult period They

do this in part to avoid costs of bankruptcy.20There is an old financial saying, row $1,000 and you’ve got a banker Borrow $10,000,000 and you’ve got a partner.”

“Bor-502

WHO CAN AFFORD TO GO BROKE?

The costs of going broke are spiralling Consider

what’s happening to Pacific Gas & Electric Corp

Since seeking protection from creditors in April

2001, it has been billed more than $7 million in fees

from lawyers, investment bankers, and accountants,

according to court filings The company’s lead

coun-sel has charged $2.6 million, its investment banker

wants $350,000 a month and a $20 million success

fee PG&E will also have to pay the financial adviser

to its creditors, which has proposed $900,000 in feesfor two months’ work Industry sources figurePG&E’s final tab could total $98 million

On average a bankrupt company with $1 billion

in assets pays advisers as much as $60 million tohelp strike a deal with creditors (see table)

Source: “Who Can Afford to Go Broke,” Business Week, September

10, 2001, p 116.

The High Cost of Chapter 11

Investment Banker $200,000–$250,000 per month; $175,000–$225,000 per month;

$7 million–$10 million success fee $3 million–$8 million success fee Total bill for $1 billion $23.2 million–$60.75 million

distressed company in

18 months

19 The bankruptcy of Eastern Airlines is analyzed in L A Weiss and K H Wruck, “Information Prob- lems, Conflicts of Interest, and Asset Stripping: Chapter 11’s Failure in the Case of Eastern Airlines,”

Journal of Financial Economics 48 (1998), pp 55–97.

20

There is another reason Creditors are not always given absolute priority in bankruptcy Absolute

pri-ority means that creditors must be paid in full before stockholders receive a cent Sometimes

reorgani-zations are negotiated which provide something for everyone, even though creditors are not paid in full.

Thus creditors can never be sure how they will fare in bankruptcy.

In all this discussion of bankruptcy costs we have said very little about

bank-ruptcy procedures These are described in the appendix at the end of Chapter 25.

Financial Distress without Bankruptcy

Not every firm that gets into trouble goes bankrupt As long as the firm can scrape

up enough cash to pay the interest on its debt, it may be able to postpone

bank-ruptcy for many years Eventually the firm may recover, pay off its debt, and

es-cape bankruptcy altogether

When a firm is in trouble, both bondholders and stockholders want it to recover,

but in other respects their interests may be in conflict In times of financial distress

the security holders are like many political parties—united on generalities but

threatened by squabbling on any specific issue

Financial distress is costly when these conflicts of interest get in the way of

proper operating, investment, and financing decisions Stockholders are tempted

to forsake the usual objective of maximizing the overall market value of the firm

and to pursue narrower self-interest instead They are tempted to play games at the

expense of their creditors We will now illustrate how such games can lead to costs

of financial distress

Here is the Circular File Company’s book balance sheet:

Circular File Company (Book Values)

We will assume there is only one share and one bond outstanding The stockholder

is also the manager The bondholder is somebody else

Here is its balance sheet in market values—a clear case of financial distress,

since the face value of Circular’s debt ($50) exceeds the firm’s total market

value ($30):

Circular File Company (Market Values)

If the debt matured today, Circular’s owner would default, leaving the firm

bank-rupt But suppose that the bond actually matures one year hence, that there is

enough cash for Circular to limp along for one year, and that the bondholder

can-not “call the question” and force bankruptcy before then

The one-year grace period explains why the Circular share still has value Its

owner is betting on a stroke of luck that will rescue the firm, allowing it to pay off

the debt with something left over The bet is a long shot—the owner wins only if

firm value increases from $30 to more than $50.21 But the owner has a secret

weapon: He controls investment and operating strategy

21 We are not concerned here with how to work out whether $5 is a fair price for stockholders to pay for

the bet We will come to that in Chapter 20 when we discuss the valuation of options.

Risk Shifting: The First Game

Suppose that Circular has $10 cash The following investment opportunity comes up:

$120 (10% probability) Invest

nec-Circular File Company (Market Values)

Firm value falls by $2, but the owner is $3 ahead because the bond’s value hasfallen by $5.22The $10 cash that used to stand behind the bond has been replaced

by a very risky asset worth only $8

Thus a game has been played at the expense of Circular’s bondholder The gameillustrates the following general point: Stockholders of levered firms gain whenbusiness risk increases Financial managers who act strictly in their shareholders’

interests (and against the interests of creditors) will favor risky projects over safe

ones They may even take risky projects with negative NPVs

This warped strategy for capital budgeting clearly is costly to the firm and to theeconomy as a whole Why do we associate the costs with financial distress? Be-cause the temptation to play is strongest when the odds of default are high A blue-chip company like Exxon Mobil would never invest in our negative-NPV gamble.Its creditors are not vulnerable to this type of game

Refusing to Contribute Equity Capital: The Second Game

We have seen how stockholders, acting in their immediate, narrow self-interest,may take projects that reduce the overall market value of their firm These are er-rors of commission Conflicts of interest may also lead to errors of omission.Assume that Circular cannot scrape up any cash, and therefore cannot take that

wild gamble Instead a good opportunity comes up: a relatively safe asset costing

This project will not in itself rescue Circular, but it is a step in the right direction

We might therefore expect Circular to issue $10 of new stock and to go ahead withthe investment Suppose that two new shares are issued to the original owner for

$10 cash The project is taken The new balance sheet might look like this: