Cost of Capital and Capital Structure
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The Cost of Capital: an International Comparison
The Cost of Capital: An International Comparison The Cost of Capital: An International Comparison EXECUTIVE SUMMARY June 2006 June 2006 The Cost of Capital: An International Comparison EXECUTIVE SUMMARY Oxera Consulting Ltd Park Central 40/41 Park End Street Oxford OX1 1JD Telephone: +44(0) 1865 253 000 Fax: +44(0) 1865 251 172 www.oxera.com London Stock Exchange and the coat of arms device are registered trade marks plc June 2006 The Cost of Capital: An International Comparison is published by the City of London. The authors of this report are Leonie Bell, Luis Correia da Silva and Agris Preimanis of Oxera Consulting Ltd. This report is intended as a basis for discussion only. Whilst every effort has been made to ensure the accuracy and completeness of the material in this report, the authors, Oxera Consulting Ltd, the London Stock Exchange, and the City of London, give no warranty in that regard and accept no liability for any loss or damage incurred through the use of, or reliance upon, this report or the information contained herein. June 2006 © City of London PO Box 270, Guildhall London EC2P 2EJ www.cityoflondon.gov.uk/economicresearch Table of Contents Forewords ………………………………………………………………………………... 1 Executive Summary …………………………………………………………………….. 3 1. Introduction ………………………………………………………………………… 7 2. Overview of public equity and corporate debt markets in London and other financial centres …………………………………………………………………… 9 2.1 Equity markets ………………………………………………………………… 9 2.2 Corporate debt markets ………………………………………………………... 10 3. The cost of raising equity in London and other equity markets ……………… 12 3.1 Framework of analysis ……………………………………………………………….. 12 3.2 IPO costs in different markets ……………………………………………………… 17 3.3 Trading costs in the secondary market ……………………………………………. -
Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
Uva-F-1274 Methods of Valuation for Mergers And
Graduate School of Business Administration UVA-F-1274 University of Virginia METHODS OF VALUATION FOR MERGERS AND ACQUISITIONS This note addresses the methods used to value companies in a merger and acquisitions (M&A) setting. It provides a detailed description of the discounted cash flow (DCF) approach and reviews other methods of valuation, such as book value, liquidation value, replacement cost, market value, trading multiples of peer firms, and comparable transaction multiples. Discounted Cash Flow Method Overview The discounted cash flow approach in an M&A setting attempts to determine the value of the company (or ‘enterprise’) by computing the present value of cash flows over the life of the company.1 Since a corporation is assumed to have infinite life, the analysis is broken into two parts: a forecast period and a terminal value. In the forecast period, explicit forecasts of free cash flow must be developed that incorporate the economic benefits and costs of the transaction. Ideally, the forecast period should equate with the interval in which the firm enjoys a competitive advantage (i.e., the circumstances where expected returns exceed required returns.) For most circumstances a forecast period of five or ten years is used. The value of the company derived from free cash flows arising after the forecast period is captured by a terminal value. Terminal value is estimated in the last year of the forecast period and capitalizes the present value of all future cash flows beyond the forecast period. The terminal region cash flows are projected under a steady state assumption that the firm enjoys no opportunities for abnormal growth or that expected returns equal required returns in this interval. -
The Promise and Peril of Real Options
1 The Promise and Peril of Real Options Aswath Damodaran Stern School of Business 44 West Fourth Street New York, NY 10012 [email protected] 2 Abstract In recent years, practitioners and academics have made the argument that traditional discounted cash flow models do a poor job of capturing the value of the options embedded in many corporate actions. They have noted that these options need to be not only considered explicitly and valued, but also that the value of these options can be substantial. In fact, many investments and acquisitions that would not be justifiable otherwise will be value enhancing, if the options embedded in them are considered. In this paper, we examine the merits of this argument. While it is certainly true that there are options embedded in many actions, we consider the conditions that have to be met for these options to have value. We also develop a series of applied examples, where we attempt to value these options and consider the effect on investment, financing and valuation decisions. 3 In finance, the discounted cash flow model operates as the basic framework for most analysis. In investment analysis, for instance, the conventional view is that the net present value of a project is the measure of the value that it will add to the firm taking it. Thus, investing in a positive (negative) net present value project will increase (decrease) value. In capital structure decisions, a financing mix that minimizes the cost of capital, without impairing operating cash flows, increases firm value and is therefore viewed as the optimal mix. -
The Importance of the Capital Structure in Credit Investments: Why Being at the Top (In Loans) Is a Better Risk Position
Understanding the importance of the capital structure in credit investments: Why being at the top (in loans) is a better risk position Before making any investment decision, whether it’s in equity, fixed income or property it’s important to consider whether you are adequately compensated for the risks you are taking. Understanding where your investment sits in the capital structure will help you recognise the potential downside that could result in permanent loss of capital. Within a typical business there are various financing securities used to fund existing operations and growth. Most companies will use a combination of both debt and equity. The debt may come in different forms including senior secured loans and unsecured bonds, while equity typically comes as preference or ordinary shares. The exact combination of these instruments forms the company’s “capital structure”, and is usually designed to suit the underlying cash flows and assets of the business as well as investor and management risk appetites. The most fundamental aspect for debt investors in any capital structure is seniority and security in the capital structure which is reflected in the level of leverage and impacts the amount an investor should recover if a company fails to meet its financial obligations. Seniority refers to where an instrument ranks in priority of payment. Creditors (debt holders) normally have a legal right to be paid both interest and principal in priority to shareholders. Amongst creditors, “senior” creditors will be paid in priority to “junior” creditors. Security refers to a creditor’s right to take a “mortgage” or “lien” over property and other assets of a company in a default scenario. -
Announcement Has Been Approved for Release by the Board
ASX RELEASE 19 JULY 2021 ASX:NES RENOUNCEABLE RIGHTS ISSUE TO RAISE UP TO $2 MILLION • 2 for 7 Renounceable Rights Issue to raise up to $2 million • Attractively priced at 4.7 cents per share • Discount of 20% to the 10-day VWAP of 5.9 cents and 31% to the 90-day VWAP of 6.8 cents • With every two New Shares, shareholders receive one free attaching New Option • New Options will have Exercise Price of 8 cents, term of two years and will be listed • Shareholders can trade their rights and apply for additional shares and options • Rights to start trading from 23 July 2021 • Directors to participate for their full entitlement and will sub-underwrite a portion of the shortfall • Funds to be used to complete current drilling programs and expand upon the company’s exploration programs at its Woodline and Tempest projects. Nelson Resources Limited (ASX: [ASX]) (“Nelson Resources” or “the Company”) is pleased to announce a Renounceable Rights Issue to raise up to $2 million to fund completion of its current drilling programs and expand upon its exploration programs at its Woodline and Tempest projects. These expanded programs will include additional drilling and geophysics programs to be conducted with the company’s wholly owned drilling and geophysics equipment. Under the offer, shareholders will be offered two New Shares for every seven existing shares held on 26 July 2021 (“Record Date”), with one attaching listed Option, exercisable at $0.08 and expiring on 31 August 2023, for every two New Shares subscribed. The rights issue price represents a discount of: • 20% to the Company’s 10 day VWAP of $0.059; and • 31% to the Company’s 90 day VWAP of $0.068. -
The Cost of Capital: the Swiss Army Knife of Finance
The Cost of Capital: The Swiss Army Knife of Finance Aswath Damodaran April 2016 Abstract There is no number in finance that is used in more places or in more contexts than the cost of capital. In corporate finance, it is the hurdle rate on investments, an optimizing tool for capital structure and a divining rod for dividends. In valuation, it plays the role of discount rate in discounted cash flow valuation and as a control variable, when pricing assets. Notwithstanding its wide use, or perhaps because of it, the cost of capital is also widely misunderstood, misestimated and misused. In this paper, I look at what the cost of capital is trying to measure and how best to avoid the pitfalls that I see in practice. What is the cost of capital? If you asked a dozen investors, managers or analysts this question, you are likely to get a dozen different answers. Some will describe it as the cost of raising funding for a business, from debt and equity. Others will argue that it is the hurdle rate used by businesses to determine whether to invest in new projects. A few may use it as a metric that drives whether to return cash, and if yes, how much to return to investors in dividends and stock buybacks. Many will point to it as the discount rate that is used when valuing an entire business and some may characterize it as an optimizing tool for the deciding on the right mix of debt and equity for a company. They are all right and that is the reason the cost of capital is the Swiss Army knife of Finance, much used and oftentimes misused. -
The Cost of Capital—Everything an Actuary Needs to Know
RECORD, Volume 25, No. 3* San Francisco Annual Meeting October 17-20, 1999 Session 32PD The Cost of Capital—Everything an Actuary Needs to Know Track: Financial Reporting Key Words: Financial Management, Financial Reporting, Risk-Based Capital Moderator: MICHAEL V. ECKMAN Panelists: MICHAEL V. ECKMAN FRANCIS DE REGNAUCOURT Recorder: MICHAEL V. ECKMAN Summary: This panel covers the determination and use of the cost of capital for both stock and mutual companies. Topics covered include: · How to measure the cost of capital · Use of cost of capital in choosing among options or setting an enterprise's direction · Should different costs of capital be used for different purposes? · Options for financing and the effect on cost · Maximizing return by proper mix of options · Example of an acquisition · Appropriate amount of capital · International perspective Mr. Michael V. Eckman: Francis de Regnaucourt works for Ernst and Young. He's a senior consulting actuary in the New York office. He has six years of experience in a bond rating agency, is a Chartered Financial Analyst, a Fellow of the CIA, and a self-described retired Canadian and actuary. I am the appointed actuary with ReliaStar Financial Corporation in Minneapolis. I have some experience in product pricing, valuation, and acquisitions. I will be focusing on the use and measurement of cost of capital in a stock life insurance and holding company. First, I will give my working definition of the cost of capital. Cost of capital is the burden a product, strategy, or enterprise must bear in order to hold required capital sufficient for risks assumed. -
Three Discount Methods for Valuing Projects and the Required Return on Equity
Three discount methods for valuing projects and the required return on equity Fecha de recepción: 26/04/2011 Fecha de aceptación: 29/08/2011 Marc B.J. Schauten Erasmus School of Economics [email protected] Abstract In this paper we discuss the required return on equity for a simple project with a finite life. To determine a project’s cost of equity, it is quite common to use Modigliani and Miller’s Proposition II (1963). However, if the assumptions of MM do not hold, Proposition II will lead to wrong required returns and project values. This paper gives an example of how the cost of equity should be determined in order to obtain correct valua- tions. The methods we apply are the Adjusted Present Value method, the Cash Flow to Equity method and the WACC me- thod. Keywords: Proposition II, net present value, APV, CFE, WACC. JEL classification: G12; G31; G32; H43 Contaduría y Administración 58 (1), enero-marzo 2013: 63-85 Marc B.J. Schauten Tres métodos de descuento para valuar proyectos y la tasa requerida de ren- dimiento para el capital accionario Resumen En este artículo analizamos el rendimiento requerido para el capital accionario en un pro- yecto simple con vida finita. Es muy común el uso de la Proposición II de Modigliani y Miller (1963) para determinar el costo del capital accionario de un proyecto. No obstante, si los supuestos de MM no se mantienen, la Proposición II llevará a rendimientos requeri- dos y valores del proyecto erróneos. Este trabajo brinda un ejemplo de cómo el costo del capital accionario puede determinarse de forma que se obtengan valuaciones correctas. -
WACC and Vol (Valuation for Companies with Real Options)
Counterpoint Global Insights WACC and Vol Valuation for Companies with Real Options CONSILIENT OBSERVER | December 21, 2020 Introduction AUTHORS Twenty-twenty has been extraordinary for a lot of reasons. The global Michael J. Mauboussin pandemic created a major health challenge and an unprecedented [email protected] economic shock, there was plenty of political uncertainty, and the Dan Callahan, CFA stock market’s results were surprising to many.1 The year was also [email protected] fascinating for investors concerned with corporate valuation. Theory prescribes that the value of a company is the present value of future free cash flow. The task of valuing a business comes down to an assessment of cash flows and the opportunity cost of capital. The stock prices of some companies today imply expectations for future cash flows in excess of what seems reasonably achievable. Automatically assuming these companies are mispriced may be a mistake because certain businesses also have real option value. The year 2020 is noteworthy because the weighted average cost of capital (WACC), which is applied to visible parts of the business, is well below its historical average, and volatility (vol), which drives option value, is well above its historical average. Businesses that have real option value benefit from a lower discount rate on their current operations and from the higher volatility of the options available to them. In this report, we define real options, discuss what kinds of businesses are likely to have them, and review the valuation implication of a low cost of capital and high volatility. We finish with a method to incorporate real options analysis into traditional valuation. -
Capital Structure and the Financial Crisis
Journal of Finance and Accountancy Capital structure and the financial crisis Richard H. Fosberg William Paterson University ABSTRACT The financial crisis on the late 2000s had a major impact on the financial markets, greatly reducing security issuance by firms and lending by financial institutions. One of the consequences of the disruption of the capital and lending markets caused by the financial crisis was to significantly increase the amount of debt in firm capital structures. Specifically, it is shown that between 2006 and 2008 the financial crisis and simultaneous recession caused sample firms to increase their market debt ratios (MDRs) by, on average, 5.5%. After eliminating the effects of the recession on firm capital structure it was found that almost all (5.1%) of the debt accumulation that occurred was a consequence of the financial crisis. Additionally, it was found that the effect of the financial crisis on firm capital structure was almost completely reversed by the end of 2010. An analysis using book debt ratios (BDRs) found similar, but smaller, financial crisis effects. Copyright statement: Authors retain the copyright to the manuscripts published in AABRI journals. Please see the AABRI Copyright Policy at http://www.aabri.com/copyright.html. Capital structures, page 1 Journal of Finance and Accountancy INTRODUCTION In the late 2000s, a financial crisis began in the United States and quickly spread to Europe and other parts of the world (Aubuchon and Wheelock (2009)). The net effect of the financial crisis was to greatly disrupt the financial markets, reduce the amount of debt and equity capital financing available to businesses and to create a severe recession in the U. -
Governance, Takeover Probability, and the Cost of Private Debt (Doi: 10.12831/87062)
Il Mulino - Rivisteweb William R. McCumber, Tomas Jandik Governance, Takeover Probability, and the Cost of Private Debt (doi: 10.12831/87062) Journal of Financial Management, Markets and Institutions (ISSN 2282-717X) Fascicolo 1, gennaio-giugno 2017 Ente di afferenza: () Copyright c by Societ`aeditrice il Mulino, Bologna. Tutti i diritti sono riservati. Per altre informazioni si veda https://www.rivisteweb.it Licenza d’uso L’articolo `emesso a disposizione dell’utente in licenza per uso esclusivamente privato e personale, senza scopo di lucro e senza fini direttamente o indirettamente commerciali. Salvo quanto espressamente previsto dalla licenza d’uso Rivisteweb, `efatto divieto di riprodurre, trasmettere, distribuire o altrimenti utilizzare l’articolo, per qualsiasi scopo o fine. Tutti i diritti sono riservati. Governance, Takeover Probability, and the Cost of Private Debt William R. McCumber Louisiana Tech University Tomas Jandik University of Arkansas Abstract Using a sample of bank loans issued to US firms from 2000-2009 we find that creditors price governance mechanisms mitigating agency costs between borrowers and stakeholders. However, creditors find acquisi- tions of borrowers costly, and therefore increase spreads for borrowers at greater probability of takeover. In higher states of takeover probability, creditors lower spreads to financially stronger borrowers with staunch takeover defenses. Creditors therefore price both internal and external governance mechanisms in borrow- ers, though whether agency or borrower acquisition costs dominate the pricing function is determined by both borrower takeover probability and borrower financial strength. Keywords: Corporate governance; Cost of debt; Private debt; Takeover probability. JEL Codes: G21; G32; G34. 1 Introduction Corporate governance literature focusing on the relationship between a firm and its shareholders finds ample evidence that mechanisms mitigating agency conflicts between managers and shareholders improves firm performance and share prices.