💼Advanced Corporate Finance Unit 5 – Capital Structure

Key Concepts and Theories

• Capital structure refers to the mix of debt and equity financing a company uses to fund its operations and growth
• Debt financing includes loans, bonds, and other forms of borrowing that must be repaid with interest
• Equity financing involves selling ownership stakes in the company to investors in exchange for capital
• The weighted average cost of capital (WACC) represents the overall cost of financing for a company, taking into account the proportions and costs of both debt and equity
• The optimal capital structure minimizes the WACC while maximizing the value of the firm
• Agency costs arise from conflicts of interest between shareholders and managers (principal-agent problem) or between shareholders and debtholders (asset substitution problem)
• Asymmetric information occurs when managers have more information about the company's prospects than investors, leading to adverse selection and signaling issues

Capital Structure Basics

• A company's capital structure is typically expressed as a debt-to-equity ratio, which compares the amount of debt to the amount of equity financing
• Debt financing offers tax advantages due to the deductibility of interest expenses, but it also increases financial risk and the potential for bankruptcy
• Equity financing does not require regular payments and allows for more flexibility, but it dilutes ownership and can be more expensive than debt
• The choice of capital structure depends on various factors, including the company's industry, growth stage, profitability, and risk profile
• A high debt-to-equity ratio indicates a more aggressive, leveraged capital structure, while a low ratio suggests a more conservative approach
• Companies may adjust their capital structure over time through actions such as issuing new debt or equity, repurchasing shares, or retiring debt
• The optimal capital structure varies across industries and individual companies based on their unique characteristics and financial needs

Modigliani-Miller Theorem

• The Modigliani-Miller (MM) theorem, developed by Franco Modigliani and Merton Miller, is a foundational concept in capital structure theory
• The MM theorem states that, under certain assumptions, the value of a firm is independent of its capital structure
• The key assumptions of the MM theorem include perfect capital markets, no taxes, no transaction costs, and no bankruptcy costs
• Under these assumptions, the theorem suggests that the weighted average cost of capital (WACC) remains constant regardless of the debt-to-equity ratio
• The MM theorem's first proposition (MM I) states that the value of a levered firm is equal to the value of an unlevered firm plus the present value of the tax shield provided by debt financing
• The second proposition (MM II) asserts that the cost of equity increases linearly with the debt-to-equity ratio, offsetting the benefits of cheaper debt financing
• In reality, the assumptions of the MM theorem do not hold, as factors like taxes, bankruptcy costs, and agency costs influence capital structure decisions

Trade-off Theory

• The trade-off theory suggests that companies balance the benefits and costs of debt financing to determine their optimal capital structure
• The main benefit of debt is the tax shield, which allows companies to deduct interest expenses from their taxable income, reducing their tax liability
• However, as a company takes on more debt, it faces increasing costs, such as financial distress costs and agency costs
• Financial distress costs include the direct costs of bankruptcy (legal and administrative fees) and the indirect costs (loss of customers, suppliers, and employees)
• Agency costs arise from conflicts between shareholders and debtholders, such as the risk of asset substitution or underinvestment
• The trade-off theory predicts that companies will borrow up to the point where the marginal benefits of debt equal the marginal costs
• This optimal level of debt maximizes the value of the firm by minimizing the weighted average cost of capital (WACC)
• Empirical evidence provides some support for the trade-off theory, but other factors, such as industry norms and managerial preferences, also influence capital structure decisions

Pecking Order Theory

• The pecking order theory, proposed by Stewart Myers and Nicolas Majluf, suggests that companies follow a hierarchy when choosing sources of financing
• According to this theory, firms prefer internal financing (retained earnings) over external financing due to information asymmetry between managers and investors
• If external financing is required, companies prefer debt to equity because debt is less sensitive to information asymmetry and has lower issuance costs
• Equity is seen as a last resort, used only when the company has exhausted its ability to issue debt or when the cost of debt becomes prohibitively high
• The pecking order theory explains why profitable firms tend to have lower debt ratios, as they can rely more on internal funds
• It also suggests that companies with high growth opportunities may issue more equity to avoid the underinvestment problem associated with debt financing
• Empirical tests of the pecking order theory have yielded mixed results, with some studies finding support for the theory and others challenging its predictions

Market Timing Theory

• The market timing theory proposes that companies make financing decisions based on the relative costs of debt and equity in the capital markets
• Managers attempt to time the market by issuing equity when they believe their shares are overvalued and issuing debt when interest rates are low or their shares are undervalued
• This theory suggests that capital structure is the cumulative outcome of past attempts to time the market, rather than a deliberate target
• Empirical evidence shows that companies tend to issue equity following periods of strong stock market performance, which is consistent with the market timing theory
• However, the long-term impact of market timing on capital structure is debated, as some studies suggest that the effects are temporary and that firms rebalance their capital structure over time
• Critics argue that the market timing theory does not fully explain capital structure decisions and that other factors, such as industry norms and financial constraints, also play a role

Practical Applications

• In practice, companies consider a range of factors when making capital structure decisions, including taxes, financial flexibility, industry norms, and the availability and cost of different financing sources
• Managers often set target capital structures based on a combination of theoretical models, benchmarking against peers, and their own judgment and experience
• Companies may use financial planning tools, such as pro forma financial statements and sensitivity analysis, to evaluate the impact of different financing scenarios on their financial performance and risk profile
• The choice of financing instruments (e.g., bank loans, bonds, convertible securities) depends on factors such as the company's credit rating, growth prospects, and the preferences of investors
• Firms may also consider the signaling effects of their financing decisions, as investors may interpret changes in capital structure as signals about the company's future prospects
• In some cases, companies may use innovative financing techniques, such as project finance or asset-backed securities, to optimize their capital structure and access new sources of funding
• Regular monitoring and adjustment of the capital structure are important to ensure that it remains aligned with the company's strategic objectives and changing market conditions

Real-World Examples and Case Studies

• Apple Inc. has maintained a conservative capital structure, relying primarily on internal funds and issuing debt only in recent years to fund share buybacks and dividends
• In contrast, Tesla Inc. has relied heavily on equity financing to fund its growth, with a high debt-to-equity ratio reflecting its capital-intensive business model and ambitious expansion plans
• The leveraged buyout (LBO) of RJR Nabisco in 1989, as chronicled in the book "Barbarians at the Gate," is a famous example of how high levels of debt financing can be used to acquire and restructure a company
• During the 2008 financial crisis, many companies faced difficulties in accessing debt financing, leading to a shift toward equity financing and a reevaluation of capital structure strategies
• The airline industry has traditionally operated with high debt levels due to the capital-intensive nature of the business, but the COVID-19 pandemic has forced many airlines to restructure their balance sheets and seek new sources of financing
• In the technology sector, startups often rely on venture capital and equity financing to fund their early growth, with debt financing becoming more prevalent as the companies mature and generate stable cash flows
• Real estate investment trusts (REITs) are known for their high debt-to-equity ratios, as they use leverage to acquire properties and generate returns for investors