[P4 Revision Notes]

ACCA P4

Advance Financial Management

Revision Notes
(March/June 2017)

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Contents

Topic Page No

Advanced Investment Appraisal

Investment Appraisal 03
Modified Internal Rate of Return 09
Project Duration 11
Weighted Average Cost of Capital 13
Risk Adjusted WACC 34
Adjusted Present Value 40
International Investment and Financing Decision 47

Acquisition and Merger

M & A Theoretical aspects 53
Valuation Techniques 64
Reverse Take Overs 74

Corporate reconstruction and Reorganization

Types of Reconstruction 78
Business Re-Organization 80

Risk Management
Foreign Currency Risk Management 84
Interest Risk Management 93
Option Pricing Theory 102

Other Topics
Value at Risk 104
Greeks 105
Bond duration 106
Securitization and Trenching 108
Delta Hedging 108
Dark Pool Trading 110
Credit default Swaps 110
Real Option 113
Multinational Enterprise 119
Behavioral Finance 129
Islamic Finance 131

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Investment Appraisal

Decision making

Short term Long term

(Single period effect) (Having multi period effects)

Investment Appraisal:-
A detailed evaluation of projects/investments to assess the viability, its effects on shareholders wealth is
called investment appraisal,

What is Appraisal:-
Any expenditure in the expectation of future benefits. There are two types of investment:

Capital expenditure:
Capital expenditure is expenditure which results in the acquisition of non-current assets or an
improvement in their earning capacity. It is not charged as an expense in the income statement; the
expenditure appears as a non-current asset in the balance sheet.

Revenue expenditure:
Charged to the income statement and is expenditure which is incurred.
(i) For the purpose of the trade of the business this includes expenditure classified as selling and
distribution, administration expenses and finance charges.
(ii) To maintain the existing earning capacity of non-current asset.

Relevant Cash flows in Investment Appraisal

Relevant cash flows are those cash flows which are:
Directly related with the project.
Incremental
Future cash flows

Any cash flows or cost incurred in the past, or any committed cost which will be incurred regardless of
whether the investment is undertaken or not is a non-relevant cash flows e.g. sunk cost,
Allocated/General fixed overheads etc.

The other cash flows, which should be considered as Relevant Cash flows are as follow:
Opportunity Cost:
Tax:
Residual value:
Infra-structure Costs:
Marketing Costs:

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Human resource costs:

Finance Related Cash flows:

Relevant Benefits of Investment:

Relevant benefits from investments include not only increased cash flows but also savings and
relationships with customer and employees.

These might consist of benefits of several types;

Savings because assets used currently will no longer be used. The savings should include savings in
staff costs, or savings in other operating costs, such as consumable materials.
Extra savings or benefits because of the improvements or enhancement that the investment might
bring. These include more sales revenue, greater contribution, more efficient systems operation and
savings in staff time.
Possibly someone off revenue benefits from the sales of assets that are currently in use, but which
will no longer be required.
Greater customer satisfaction, arising from a more prompt service (e.g. because of a computerized
sales and delivery service).
Improved staff morale from working with high quality assets.
Better decision marking may result from better information system.

Investment Appraisal Techniques

i. Payback period method ,(Non-Discounted)
ii. Net present value method (NPV), (Discounted)
iii. Internal rate of return method (IRR), (Discounted)
iv. Discounted payback period method, (Discounted)
v. Modified internal rate of return (MIRR) ,(Discounted)
vi. Duration ,(Discounted)
vii. Adjusted present value (APV) ,(Discounted)

Payback period method:

Definition:-
The time period, in which initial investment is recovered, known as payback period. The number of years
for the cash out lay to be matched by cash inflows.

Formula:-
For constant (Even) cash flows:

Payback period = Initial investment

Annual inflows

For Uneven cash flows:

Draw a cumulative cash flow column, then calculate project payback period.

Answer should be compared with the target payback period of the business.

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Decision rule:-

Feasibility Decision:
If payback period is less than target payback period then ACCEPT the project.
If payback period is more than target payback period then REJECT the project.

Comparison Decision:
Project with minimum payback period should be preferred.

Advantages of payback period:-

It is simple to calculate and easy to understand, as it does not involve complex calculations.
Payback period method can also be use as a basic screening device at the first stage for short list
projects.
It considers cash flows rather than accounting profits, thats why chances of manipulation are very
low.
Payback period method indirectly avoids risk as it gives favor to those investments which have short
payback periods. This method helps the company to grow, minimize risk and maximize liquidity.
In the situation of capital rationing, it can be used to identify the projects which generate additional
cash for investment quickly.

Disadvantages of payback period:-

It does not consider the time value of money.
It does not consider the whole life of money. It might be possible that it will favor the projects, giving
high cash inflows in the starting years only and giving very low cash inflows in the remaining years.
There is no specific criteria or rule which can justify that companys target payback period is
measured accurately that why it is difficult to measure target payback period.
It may lead to excessive investment in short term projects.
It does not consider the risk and uncertainty in the projects. Uncertainty of cash inflows can
deteriorate the results.
It does not focus on shareholders wealth maximization.
Life expectancy of a project is ignored.
Projects with same payback period may have different cash flows.

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NET PRESENT VALUE (NPV):

Formula to calculate NPV:-

NPV=PV of cash inflows - PV of cash outflows.

Decision Rule:-
If NPV of the project is positive, accept the project
If NPV of the project is negative, reject the project.

Advantages of Net Present Value:

Net Present Value method takes into account the time value of money and this is giving a better
picture of the projects viability.
It considers the whole life of the project because all cash flows relating to the project life is
incorporated in its calculations.
It gives an indication about the increase or decrease in the wealth of shareholders. Its decisions rule
is consistent with the objective of maximization of shareholders wealth.
It focuses on cash flows rather than accounting profit, so it takes into account the relevancy and
irrelevancy of cash flows.
Change in cost of capital can be incorporated in it.
It can also be used for projects with nonconventional cash flows.
It gives a better ranking of mutually exclusive projects.
It assumes that cash flows are reinvested at the companys cost of capital.
NPV is technically more superior method to IRR because of its less rigid assumptions.

Disadvantages of Net Present Value:

It involves complex calculations as compared to other techniques. Resultantly, it is difficult to
calculate and difficult to understand.
Managers feel it difficult to explain the calculations of Net Present Value method.
It does not take into account the risk and uncertainty of estimates and scarcity of resources.
Cost of capital used in NPV calculation is difficult to calculate and gets subjective when we
incorporate risk and uncertainty within companies cost of capital.
Changing technology may render the product obsolete before the natural end of the project life.
It fails to relate the return of the project to the size of the cash outlay.

Internal Rate of Return (IRR)

Internal rate of return is a discount rate that makes the net present value (NPV) of all cash flows from a
particular project equal to zero.
Its the maximum cost of capital that should be acceptable for evaluating investment projects. As any
increased in the cost above IRR will result in negative NPV.

= + ( )

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Year 0 1 2 3 4 5 6
Cash flows (400) (600) 400 500 400 200 100
Dis. Factor @ 10% 1.000 0.909 0.826 0.751 0.683 0.621 0.564
Present Values (400) (545) 330 376 273 124 56
NPV 214

Year 0 1 2 3 4 5 6
Cash flows (400) (600) 400 500 400 200 100
Dis. Factor @ 20% 1.000 0.833 0.694 0.579 0.482 0.402 0.335
Present Values (400) (500) 278 290 193 80 34
NPV 25

214
= 10 + (20 10)
214 + 25
= 19%

19% is the maximum cost of capital that should be acceptable as its the rate where NPV of the
project will be zero.

Decision Rule:-
Feasibility Decision:
If IRR of the project > Benchmark Cost of Capital, Accept the project because the project is adding
value to the owners wealth resulting in positive NPV.

If IRR of the project < Benchmark Cost of Capital, Reject the project because the project is destroying
value in shape of negative NPV.

Comparison Decision:
Project with higher IRR shall be preferred.

Advantages of IRR:
IRR takes into account the time value of money and thus giving a better picture of the projects
viability.
It considers the timing and life of the project.
It can be calculated by assuming any discount rate in its calculation.
IRR is easier to understand as compared to NPV.
Risk can be incorporated into decision making by adjusting the companys target discount rate.

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PROBLEMS WITH IRR

IRR assumes that all the cash flows are reinvested in the project at calculated IRR which may be
invalid in case of high IRR.
IRR produces multiple answers in case of non-conventional cash flows.
IRR is not helpful in choosing the best answer in case of mutually exclusive projects.
IRR is a relative measure therefore it does not consider the size of the project.

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Modified Internal Rate of Return

Modified internal rate of return (MIRR) provides the same result as IRR but it assumes that positive cash
flows are reinvested at the firm's cost of capital.

For example, suppose that a project has an NPV of +$300,000 when discounted at a cost of capital of
8%, and the IRR of the project is 14%. In calculating the IRR, an assumption would be that all cash flows
from the project are reinvested as soon as they are received to earn a return of 14% even though the
companys cost of capital is 8%.

MIRR would be calculated on the assumption that project cash flows are reinvested, when received, to
earn a return equal to 8% per year. MIRR is more realistic because its based on the cost of capital as the
reinvestment rate.

MIRR 1st FORMULA

1
= (1 + ) 1

Year 0 1 2 3 4 5 6
Cash flows (400) (600) 400 500 400 200 100
Dis. Factor @ 10% 1.000 0.909 0.826 0.751 0.683 0.621 0.564
Present Values (400) (545) 330 376 273 124 56
NPV 214

MIRR = [(1159/ 945) ^ (1/6)] (1 + 0.10) 1

= 13.8%

MIRR 2ND FORMULA

=
1 + )

n is the number of years of the project. We can arrange this formula and find a solution for this project as
follows:

= 1

Year 2 3 4 5 6
Cash flows 400 500 400 200 100
Inflating Factor (1.1)^4 (1.1)^3 (1.1)^2 (1.1)^1
Terminal Values 586 666 484 220 100

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MIRR = [(2056/945) ^ (1/6)] 1

= 13.8%

WHY USE MIRR INSTEAD OF IRR

MIRR assumes reinvestment of cash flows at cost of capital which is more realistic in case of having
a very high IRR.
In case of non-conventional cash flows MIRR produces a single answer.
It is easier to calculate than IRR.
MIRR decision is in line with NPV decision so there are lesser chances of conflict.

Advantages of MIRR:
Tells whether an investment increases firms value.
Considers all cash flows of a project.
Considers time value of money into account.
Addresses the reinvestment rate issue i.e. it does not make the assumption that the companys
reinvestment rate is equal to whatever the project IRR happens to be.
Provides rankings which are consistent with the NPV rule (which is not always the case with IRR).
Provides a % rate of return for project evaluation. It is claimed that nonfinancial managers prefer a %
result to a monetary NPV amount, since a % helps measure the headroom when negotiating with
suppliers of funds.
Considers the riskiness of future cash flows (through the use of cost of capital as a decision rule)...
Relatively quicker to calculate.
Dont produce multiple answers.

Disadvantages of MIRR/ Reservations with MIRR:

Requires an estimate of the cost of capital in order to make a decision.
May not give the value maximizing decision when used to compare mutually exclusive projects.
May not give the value maximizing decision when used to choose projects when there is capital
rationing.
In what are claimed to be the very exceptional circumstances where the reinvestment rate exceeds
the companys cost of capital, the MIRR will underestimate the projects true rate of return.
The determination of the life of a project can have a significant effect on the actual MIRR, if the
difference between the projects IRR and the companys cost of capital is large.
Like IRR, the MIRR is biased towards projects with short payback periods and large initial cash
inflows.
The extent to which this method is being used in industry is unclear and only time will tell whether it
eventually becomes popular

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Capital Investment Project Duration

It is the weighted average time required to obtain cash flows from investment. Another way of saying this
is that the duration of the project is the time required to cover one half of the value of investment returns.

Steps to calculate duration

Find discounted cash flows of return phase
Find total present value of return phase by adding all discounted cash flows calculated above
Find proportion of all present values by dividing each present value with total
Find weighted average years by multiplying relevant years to above proportion
Add all weighted years as duration

Duration can be used in capital investment appraisal to assess the payback on the project. Unlike
payback and discounted payback, however, it takes into consideration the total expected returns from the
entire project (at their projected value), not just returns up to the payback time.

Decision Rule:
Duration of the project < Target life of the project = Accept the project
Duration of the project > Target life of the project = Reject the project

If duration of the project is short relative to the life of the project- for example, if the duration is less than
half the expected total life of the project-this means the most of the returns from the project will be
recovered in the early years.

If duration of the project is large portion of the total life of the project for example if duration is 75% or
more of the total life of the project this means the most of the returns from the project will be recovered
in later years.

It could therefore be argued that duration is the best available method of assessing the time for an
investment to provide its return on capital invested.

To calculate duration for a project, the negative cash flows at the beginning of the project are ignored.
Duration is calculated using cash flows from the year that the cash flows start to turn positive.

However, if there are any negative cash flows in any year after the cash flow turn positive, such as in the
final year of the project, these negative cash flows are included in the calculation of duration (as negative
cash flows).

Advantages
Duration captures both the time value of money and the whole of the cash flows of a project.
It is also a measure which can be used across projects to indicate when the bulk of the project value
will be captured.
This measure captures both the full value and time value of the project it is recommended as a
superior measure to either payback or discounted payback when comparing the time taken by
different projects to recover the investment involved.

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Disadvantages
Its disadvantage is that it is more difficult to conceptualize than payback and may not be employed for
that reason.
It is not an industry preferred Method.

Example
Duration 0 1 2 3 4 5 6

D.F.10% 43.31 57.40 46.72 26.95 16.14

P.V of return phase

Proportion of present value 0.2273 0.3013 0.2452 0.1415 0.0847

Weighted years 0.4546 0.9039 0.9809 0.7073 0.5082

Duration(=sum of weighted years) 3.55

Duration of 3.55 reflects the investment will recover half of its return in almost three and a half
years over a 6 years life of the project.

Example 2
Year 3 4 5 6 7 8 9 10
Discounted
cash -
3.5722 4.7042 4.9342 4.0961 3.2092 2.1611 -2.316
flow(recovery)( 1.0005
$m)
Present value
of recovery 19.3606
phase
Proportion of
-
cash flow 0.1845 0.2430 0.2549 0.2116 0.1658 0.1116 -0.1196
0.0517
recovered
-
Weighted years 0.5535 0.9719 1.2743 1.2694 1.1603 0.8930 -1.1962
0.4651
Project
4.46
duration(years

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Weighted Average Cost of Capital (WACC)

The weighted average cost of capital (WACC) is the rate that a company is expected to pay on average
to all its providers of capital to finance its assets. WACC commonly include cost of Equity, Preference and
Debt sources

Cost of equity, cost of debt and the weighted average cost of capital (WACC)
For each company there is a cost of equity. This is the return required by its shareholders, in the form
of dividends or share price growth.
There is a cost for each item of debt finance. This is the yield required by the lender or bond investor.
When there are preference shares, there is also a cost of preference share capital, which is the
dividend yield, required by the shareholders.

The cost of capital for a company is the return that is must make on its investment so that it can afford to
pay its investors the returns that they require.

The cost of capital for investors and the cost of capital for companies should theoretically by the same.
However, they are different because of the differing tax positions of investors and companies.
The cost of capital for investors is measured as a pre-tax cost of capital. This is a return ignoring
taxation.
The cost of capital for companies recognizes the interest costs are allowable expenses for tax
purpose, and the cost of debt capital to a company should allow for the tax relief that companies
receive on interest payments, reducing their tax payments. The cost of debt capital for companies is
measured as an after-tax cost.

Comparing the cost of equity and the cost of debt

For investors and for companies, the cost of their equity is always higher than the cost of their debt
capital. This is because equity investment in a company is always more risky than investment in the debt
capital of the same company.

In addition, from a company's perspective, the cost of debt is also reduced by the tax relief on interest
payments. This makes debt finance even lower than the cost of equity.

The effect of more debt capital, and higher financial gearing, on the WACC is considered in more detail
later.

Cost of Equity:
It can be calculated using one for the following method.

Dividend Valuation Model Gordon Growth Model Capital Asset Pricing Model

Cost of equity: the dividend valuation model method

If it is assumed that future annual dividends are expected to remain constant into the foreseeable future,
the cost of equity can be calculated as follows:

=

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Where:
K E is the cost of equity
D= the expected future annual dividend
MV is the share price ex dividend. The ex-dividend share price is a price that excludes any
dividend that has been declared and is payable in the near future.

Example:
A company's shares are currently valued at $11.70 and the company is expected to pay an annual
dividend of $1.40 per share for the foreseeable future. The cost of equity in the company can therefore be
estimated as:

(1.40 / 11.70) = 0.1197 or 11.97%, say 12%

Cost of Equity:
Cost of equity: the dividend growth model method
If it is assumed that the annual dividend will grow at a constant percentage rate into the foreseeable future,
the cost of equity can be calculated as follows:

(1 + )
= +

Where:
K E is the cost of equity
d = the annual dividend for the year that has just ended
g is the annual growth rate in dividends, expressed as a proportion (8% = 0.08, etc.)
MV is the share price ex dividend
d (1 + g) is therefore the expected dividend next year.

Example:
A company's share price is $11.70. The company has just paid an annual dividend of $1.40 per share, and
the dividend is expected to grow by 3% into the foreseeable future.

The cost of equity in the company can be estimated as follows:

1.40 (1.03)
= +0.03
11.70

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Two methods to calculate growth

1. Historic Estimate
Example
Year End Dividend per share
$
2007 0.24
2008 0.27
2009 0.29
2010 0.32

g= 3(0.32/0.24) -1
g=10%

2. Gordon's growth approximation

Gordon's growth approximation is a method of estimating what the future rate of growth might be. It is based
on the assumption that a company pays dividends out of profits (earnings). Growth in future profits, and so
future growth in dividends is achieved by reinvesting some of the current profits. The reinvested profits earn
additional earnings which can then be used to pay higher dividends.

The same principle might be applied to reinvestment of free cash flows rather than reinvestment of profits.
However, the concept is the same: dividend growth is achieved by reinvesting some of the returns that
could otherwise be paid as current year dividends.

Gordon's growth approximation is an estimate of future dividend growth, expressed by the formula:
g = b re

Where:
g = the annual rate of dividend growth
b = the proportion of earnings (or free cash flow) reinvested for growth, and
r e = the rate of return on those reinvested earnings (a rate of return on equity since

The reinvested earnings represent equity profits).

Always use Ke as ROE because over the longer term it will sustain and attainable.

Example:
A company reported profits after interest and tax of $6 million and paid dividends of $4 million. This ratio
of dividend payments to earnings is fairly typical of the company's dividend policy. The company's cost of
equity is 12%.

The proportion of profits reinvested for growth is 0.33 (2/6).

An estimate of the future growth rate in annual dividends, using Gordon's growth Approximation is:
0.33x0.12 = 0.04 or 4.0%.

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Example:
Gordon's growth approximation can also be applied to free cash flows, as the following example shows:
A company has a cost of equity of 10%. The company's cash flows for the financial year just ended are as
follows:

$ million
Net cash inflow from operating activities 84
Interest payments less interest receipts (17)
Taxation paid (23)
44
Capital expenditure (21)
Financing cash flows: repayment of debt (16)
Increase in cash for the year 7

Free cash flow to equity will be defined as the net cash inflow from operating activities less net interest
payments and less payment of tax, but before reinvestment. Here, the free cash flow to equity (FCFE) is
$44 million.

B= CAPEX/free cash flow before reinvestment

The rate of reinvestment is assumed to be the total amount of capital expenditure in the year (net of
disposal proceeds), which is $21 million.

We can estimate the rate of reinvestment of cash flows that could otherwise be paid as dividends as:
21/44 = 0.4773.

An estimate of the future growth rate in annual dividends, using Gordon's growth approximation, is:
0.4773 x 0.10 = 0.04773, say 4.8%.

Cost of equity: CAPM method

Another approach to calculating the cost of equity in a company is to use the CAPM and the equity beta
for the company's shares.
K E = R RF + (RM - R RF )

Where:
KE = the cost of equity in the company
RF = the risk-free rate of return
Return on govt stock, treasury yield, gilt edged security
RM = the return on the market portfolio of securities that are not risk-free
Rm = dividend yield of market portfolio * (1 + GDP growth) + GDP growth
= the beta factor for the company's equity.

The CAPM method of estimating the cost of equity is an alternative to a dividend-based estimate using
the dividend growth model. The two methods will normally produce differing estimates.

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Example: A company's shares have a current market value of $13.00. The most recent annual
dividend has just been paid. This was $2.00 per share.

Required: Calculate the cost of equity in this company in each of the following circumstances:
(a) The annual dividend is expected to remain $2.00 into the foreseeable future.
(b) The annual dividend is expected to grow by 2% each year into the foreseeable
future
(c) The CAPM is used, the equity beta is 1.20, the risk-free cost of capital is 5%
and the expected market return is 9%.

Answer:
2.00
(). = = 0.08 8.0%
25.00
2.00 (1.02)
(). = + 0.02 = 0.1016 10.16%
25.00
(). = 5% + 1.20 (9 5)% = 9.8%

CAPITAL ASSET PRICING MODEL

The capital asset pricing model (CAPM) is used to calculate the required rate of return (ke). It assumes
investors hold a diversified portfolio so its require return based only on systematic risk.

Systematic risk is how market factors effect that investment. Market factors are:-
Macroeconomic variables
Political factors

The measure is relative to the benchmark of the market portfolio which has a eta factor of 1.

TOTAL RISK

Unsystematic risk Systematic risk

Company specific factors General economic factors

Can be eliminated by cannot be eliminated

Diversification
By holding a portfolio, the unsystematic risk is diversified away but the systematic risk is not and will be
present in all portfolios. If we were to enlarge our portfolio to include approximately 25 shares we would
expect the unsystematic risk to be reduced to close to zero, the implication being that we may eliminate
the Unsystematic portion of overall risk by spreading investment over a sufficiently diversified portfolio.

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Advantages of CAPM;
It generates a theoretically derived relationship between required return and systematic risk, which
has been subject to frequent empirical research and testing.
It explicitly takes into account companys level of systematic risk relative to stock market as a whole.
Clearly superior to wacc in providing discount rate for investment appraisal.

Criticisms of CAPM
1. CAPM is a single period model. This means that the values calculated are only valid for a finite period
of time and will need to be recalculated or updated at regular intervals.
2. CAPM assumes no transaction costs associated with trading securities.
3. Any beta value calculated will be based on historic data which may be not appropriate currently. This
is particularly so if the company has changed the capital structure of the business or the type of
business it is trading in.
4. The market return may change considerably over short periods of time.
5. CAPM assumes an efficient investment market where it is possible to diversify away risk. This is not
necessarily the case, meaning that some unsystematic risk may remain.
6. Additionally, the idea that all unsystematic risk is diversified away will not hold true if stocks change in
terms of volatility. As stocks change over time it is very likely that the portfolio becomes less than
optimal.
7. CAPM assumes all stocks relate to going concerns, this may not be the case.

Debt capital
Cost of variable rate debt (floating rate debt)
Cost of irredeemable fixed rate debt (perpetual bonds)
Cost of redeemable fixed rate debt (redeemable fixed rate bonds)
Cost of preference shares
The yield curve (term structure of interest rates)
The yield curve and non-risk-free debt: spreads

Cost of debt capital

Each item of debt finance for a company has a different cost. This is because debt capital has differing
risk, according to whether the debt is secured, whether it is senior or subordinated debt, and the amount
of time remaining to maturity.
(i) Cost of variable rate debt (floating rate debt)
a. Kd=Interest % x (1-t)
(ii) Bank Loans
a. Kd=Interest % x (1-t)

Example
A company has a 11% Bank Loan .Tax =30%
b. Kd(1-t)=11 x (1-0.30)=7.7%

(iii) Cost of irredeemable fixed rate debt (perpetual bonds)

The cost of irredeemable fixed rate bonds, which might be described as perpetual bonds, is
calculated as follows:

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Pre-tax cost Post-tax cost

(1 )
= = =

Where:
K D is the cost of the debt capital
I is the annual interest payable on each $100 (nominal value) of the bonds.
T is the rate of tax on company profits.
MV is the market value of $100 nominal value of bonds, excluding any interest currently payable.

For example, suppose that the coupon rate of interest on some irredeemable bonds is 6% and
the market value of the bonds is 103.60. The tax rate is 25%.
(a) The pre-tax cost of the debt is 6/103.60 = 0.058 or 5.8%.
(b) The after-tax cost of the bonds is 6 (1 - 0.25)/103.60 = 0.043 or 4.3%.

(iv) Cost of redeemable fixed rate debt (redeemable fixed rate bonds)
The cost of redeemable bonds is their redemption yield. This is calculated as the rate of return that
equates the present value of the future cash flows payable on the bond (to maturity) with the current
market value of the bond. In other words, it is the IRR of the cash flows on the bond to maturity,
assuming that the current market price is a cash outflow.

A problem arises with calculating the pre-tax and the after-tax cost of redeemable bonds, because the
redemption of the principal at maturity is not an allowable expense for tax purposes. The post-tax cost
of redeemable debt could therefore be calculated in a way

Method: Calculate the post-tax cost of debt as the IRR of the future cash flows, allowing for tax relief
on the interest payments and the absence of tax relief on the principal repayment.

Example: The current market value of a companys 7% loan stock is 96.25. Annual interest has just
been paid. The bonds will be redeemed at par after four years. The rate of taxation on company
profits is 30%.

Required: Calculate the after-tax cost of the bonds for the company

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Cost of redeemable fixed rate debt (redeemable fixed rate bonds) Continued

Answer:

Method

Year Cash Flow Try 6% Try 5%

Discount
Discount Factor PV PV
Factor
0 Market value (96.25) 1.000 (96.25) 1.000 (96.25)
1 Interest 4.90 0.926 4.62 0.909 4.66
2 Interest 4.90 0.857 4.36 0.826 4.44
3 Interest 4.90 0.794 4.12 0.751 4.23
4 Interest 4.90 0.735 3.88 0.683 4.03
4 Redemption 100.00 0.735 79.20 0.683 82.30
NPV -0.07 +3.41

Using interpolation, the before-tax cost of the debt is:

3.41
5% + ( 6 5) % = 5.98%, 6.0%
(3.41 + 0.07)

(v) Cost of preference shares

For irredeemable preference shares, the cost of capital is calculated in the same way as the cost of
equity, assuming a constant annual dividend.

Kp = preference dividend/ Mv of preference share

The yield curve (term structure of interest rates)

The yield is the income return on an investment, such as the interest or dividends received from holding a
particular security. Whereas a yield curve on a graph in which the yield of fixed-interest debt is plotted
against the length of time they have to run to maturity.

The cost of new debt can be estimated by reference to a yield curve.

The cost of fixed-rate debt is commonly referred to as the Interest yield'.

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The interest yield on debt capital varies with the remaining term to maturity of the debt.
As a general rule, the interest yield on debt increases with the remaining term to
maturity. For example, it should normally be expected that the interest yield on
a fixed-rate bond with one year to maturity/redemption will be lower than the
yield on a similar bond with ten years remaining to redemption. Interest rates
are normally higher for longer maturities to compensate the lender for tying up
his funds for a longer time.

When interest rates are expected to fall in the future, interest yields might vary
inversely with the remaining time to maturity. For example, the yield on a one-
year bond might be higher than the yield on a ten-year bond when rates are
expected to fall in the next few months.

When interest rates are expected to rise in the future, the opposite might happen,
and yields on longer-dated bonds might be much higher than on shorter-dated
bonds as investors will get higher yields when interest rates rise.

Yield curves are widely used in the financial services industry. Two points that should be noted about a
yield curve are that:
Yields are gross yields, ignoring taxation (pre-tax yields).
A yield curve is constructed for 'risk-free' debt securities, such as government
bonds. A yield curve therefore shows 'risk-free yields'.

As the name implies, risk-free debt is debt where the investor has no credit risk whatsoever, because it is
certain that the borrower will repay the debt at maturity. Debt securities issued in their domestic
currency by the government should always be risk-free: yield curves are therefore constructed for
government bonds.

The yield curve and non-risk-free debt: spreads

The interest yield on other debt, such as corporate bonds and loans, is higher than the yield on risk-free
debt with the same maturity. For example, the interest rate on a sterling bond of ABC Company with two-
years to maturity will be higher than the interest yield on a two-year UK government bond. The higher
yield is to compensate investors in corporate bonds for the fact that the debt is not risk-free. The company
might default.

'Spread' is the difference between the risk-free rate of return (the yield curve) and the cost of debt for the
same maturity that is not risk-free. For example, if the risk-free return on five-year government bonds is
5.4% and the spread for a company's five-year bonds is 80 basis points, the yield on the company bonds
is:
Yield curve + Spread
=5.40%+ 0.80% = 6.20%.

KD (1-t) = (Yield on similar Government debt + Credit Risk Premium) x (1-t)

The size of spreads

The size of the spread allows for the additional risk in the debt that is not risk-free. The spread is
therefore higher for debt that has a higher risk for investors or lenders. Many large companies are given a
credit rating by a credit rating agency, such as Moody's, Standard & Poor's and Fitch. (Strictly, the

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company's debt is given a credit rating, but it is common to speak of companies having a credit rating
rather than the debt having a credit rating.)
The top credit rating is a 'triple-A' credit rating.
Spreads are lowest for the top Credit ratings, and higher for lower credit ratings.

Credit Ratings
Each credit rating agency uses its own credit rating system. The most well-known are the rating systems
of Standard & Poor's and Moody's. Their ratings for bonds are set out in the table below.

Standard & Moody's credit

Poor's
credit ratings ratings
Investment grade
AAA Highest rating Aaa
AA Still high quality debt Aa
A A
BBB Baa
Sub-Investment grade (*junk*)
BB Major uncertainties Ba
about the ability of the
borrower to pay
interest
and repay principal on
time
B B
CCC Caa
CC Ca
C C
D In default D

Standard & Poor's credit ratings are also modified by +and '-' signs. A + sign indicates a better credit
rating and a'-' indicates a lower credit rating.
Credit ratings are therefore AAA, AA+, AA, AA-, A+, A, A-, BBB+, BBB, BBB-,
BB+, BB, BB- and so on.
The lowest investment grade credit rating is BBB-.

Moody's credit ratings are modified in a similar way, but using the numbers 1, 2 and 3.
Credit ratings are therefore Aaa, Aal, Aa2, Aa3, Al, A2, A3, Baal, Baa2, Baa3,
Bal, Ba2, Ba3 and so on.
The lowest investment grade rating is Baa3.

Sub-investment grade debt, also called 'junk bonds', is a speculative investment for the lender or
bondholder, and yields required by investors are normally much higher than on investment grade debt.

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Spreads and credit ratings:

Spreads very according to:
The risk characteristics of the industry
The time remaining to maturity for the debt, and
The credit rating.

Example:
Yield spreads on US bonds for companies in the construction industry are as follows:

Spreads: Years to maturity

Rating: 1 2 3 5 7 10
AAA / Aaa 2 4 10 15 20 25
AA+ / Aa1 6 10 16 24 30 38
AA / Aa2 9 15 24 34 44 55
AA / Aa3 15 24 30 40 52 64
A+ / A1 24 35 45 60 75 88
A / A2 32 45 58 78 95 112
A- / A3 45 60 75 100 120 142

This table would show, for example, that if a company wants to issue seven year bonds, and the credit
rating for the bonds is expected to be AA, the company will expect to pay a yield on the bonds that is 52
basis points above the risk-free rate. If the yield curve shows the risk-free rate on US government bonds
(Treasuries) to be 6.6%, the yield on the companys bonds will be 6.6% + 0.52% = 7.12%.

Method of calculating the WACC

The WACC is a weighted average of the (after-tax) cost of all the sources of capital for the company. It is
calculated as follows:

Example:
A company has 8 million shares each with a value of $7.90, whose cost is 8.4%. It has 6% bonds with a
market value of $50 million and an after-tax cost of 3.6%. It has a bank loan of $10 million whose after-tax cost
is 4.1%. It also has 2 million 8% preference shares of $1 whose market price is $1.33 per share and whose
cost is 6%. Calculate the WACC

Market Value of Equity = 7.90 x 8 million shares = $63.2 million

Market Value of debt = $50 m
Market Value of Bank Loan = $ 10m
Market Value of Preference Shares = $1.33 x 2 million preference shares = $ 2.66 million

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WACC = (63.2/125.86) 8.4% + (50/125.86)3.6% + (10/125.86)4.1% + (2.66/125.86) 6%

WACC= 4.21 + 1.43 + 0.3258 + 0.1268
WACC = 6.09%

The WACC is only useable providing:-

The project under consideration is a core activity of the company.
The project finance will not significantly change the current gearing ratio of the entity.
If the new project is a NON CORE Activity but the project will have no significant effect upon the
companys gearing ratio then the nominal cost of capital to use is the RISK ADJUSTED WACC.

Advantages of WACC
Simple and Easy: The biggest advantage of using WACC as a hurdle rate to evaluate the new
projects is its simplicity. The calculation does not involve too much of complication
Single Hurdle Rate for All Projects: One single hurdle rate for all projects saves a lot of time of the
managers in an evaluation of the new projects. If the projects are of same risk profile and there is no
change in the proposed capital structure, the current WACC can be applied and effectively used.

Disadvantages of WACC
Difficulty in Maintaining the Capital Structure: The impractical assumptions of No Change in Capital
Structure has rare possibilities of prevailing all the time. It suggests the same capital structure for
new projects.
The impractical assumptions of No Change in Risk Profile of New Projects again has its inbuilt
drawbacks.
Difficulty in Acquiring Current Market Cost of Capital: The WACC used for evaluation of new projects
require consideration of present day cost of capital and knowing such costs is difficult. The WACC
considers mainly equity, debt and preferred. The interest cost of debt keeps changing in the market
depending on the economic changes

WACC and market value

For a company with constant annual 'cash profits', there is an important connection between WACC and
market value. (Note: 'Cash profits' are cash flows generated from operations, before deducting interest
costs.)

If we assume that annual cash profits are a constant amount in perpetuity, the total value of a company,
equity plus debt capital, is calculated as follows:

From this formula, the following conclusions can be made:

The lower the WACC, the higher the total value of the company will be (equity +
debt capital), for any given amount of annual profits.
Similarly, the higher the WACC, the lower the total value of the company.

For example, if annual cash profits are $12 million, the total market value of the company would be:
$100 million if the WACC is 12% ($12 million/0.12)
$120 million if the WACC is 10% ($12 million/0.10)

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$200 million if the WACC is 6% ($12 million/0.06).

The aim should therefore be to achieve a level of financial gearing that minimizes the WACC, in
order to maximize the value of the company.

Important questions in financial management are:

How does the WACC change with changes in gearing?
For each company, is there an 'ideal' level of gearing that minimizes the WACC?

Cost of capital and gearing:

The traditional view of gearing and WACC
The Modigliani-Miller propositions: ignoring corporate taxation
The Modigliani-Miller propositions: allowing for corporate taxation

Cost of capital and gearing

For a given level of annual cash profits before interest and tax, the value of a company (equity + debt) is
maximized at the level of gearing where WACC is lowest. This should also be the level of gearing that
optimizes the wealth of equity shareholders.

The question is therefore:

How does a change in gearing affect the WACC, and is there a level of gearing

Where the WACC is minimized?

The most important analysis of gearing and the cost of capital, for the purpose of your examination, is the
analysis provided by Modigliani and Miller that allows for tax relief on debt interest.

However, the traditional view of WACC and gearing, and Modigliani and Miller's propositions ignoring tax
relief on debt are also described briefly.

The traditional view of gearing and WACC

The traditional view of gearing is that there is an optimum level of gearing for a company. This is the level
of gearing at which the WACC is minimized.

Optimum gearing % = minimum WACC

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The traditional view of gearing and WACC - Continued

As gearing increases, the cost of equity rises. However, as gearing increases,
there is a greater proportion of debt capital in the capital structure, and the cost
of debt is cheaper than the cost of equity. Up to a certain level of gearing, the
effect of having more debt capital has a bigger effect on the WACC than the
rising cost of equity, so that the WACC falls as gearing increases.

However, when gearing rises still further, the increase in the cost of equity has a
greater effect than the larger proportion of cheap debt capital, and the WACC
starts to rise.

The traditional view of gearing is therefore that an optimum level of gearing exists, where WACC is
minimized and the value of the company is maximized.

The Modigliani-Miller propositions: ignoring corporate taxation

The traditional view of gearing and WACC was challenged by Modigliani and Miller in the 1950s. Initially,
their arguments were based on the assumption that corporate taxation, and the tax relief on interest,
could be ignored.

You do not need to know Modigliani and Miller's arguments, only the conclusions they reached. They
argued that if corporate taxation is ignored, an increase in gearing will have the following effect:
As the level of gearing increases, there is a greater proportion of cheaper debt
capital in the capital structure of the firm.
However, the cost of equity rises as gearing increases.
As gearing increases, the net effect of the greater proportion of cheaper debt and
the higher cost of equity is that the WACC remains unchanged.
The WACC is the same at all levels of financial gearing.
The total value of the company is therefore the same at all levels of financial
gearing

Modigliani and Miller therefore reached the conclusion that the level of gearing is irrelevant for the
value of a company. There is no optimum level of gearing that a company should be trying to
achieve.

Modigliani and Miller's propositions: ignoring taxation

Modigliani and Miller's arguments, ignoring taxation, can be summarized as two propositions.
Proposition 1. The WACC is constant at all levels of gearing. For companies
with identical annual profits and identical business risk characteristics, their
total market value (equity plus debt) will be the same regardless of differences in
gearing between the companies.

Proposition 2. The cost of equity rises as the gearing increases. The cost of equity
will rise to a level such that, given no change in the cost of debt, the WACC
remains unchanged.

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Modigliani-Miller formulae: ignoring taxation

There are three formulae for the Modigliani and Miller theory, ignoring corporate taxation. These are
shown below. The letter Vu refers to an ungeared company (all-equity Company) and the letter Vg refers
to a geared company.
(1) WACC
The WACC in a geared company and the WACC in an identical but ungeared (all-equity) company
are the same:
WACC G = WACC U

This formula expresses a part of proposition 1.

(2) Total value of the company (equity plus debt capital)

The total value of an un-geared company is equal to the total value of an identical geared company
(combined value of equity + debt capital):
VG = VU

This formula expresses another part of proposition 1

(3) Cost of equity
The cost of equity in a geared company is higher than the cost of equity in an ungeared company, by
an amount equal to:
The difference between the cost of equity in the ungeared company and the cost of debt (KEU -
KD)
Multiplied by the ratio of the market value of debt to the market value of equity in the geared
company (D/E).

= + ( )

This formula expresses proposition 2.

Example 1:
An all-equity company has a market value of $150 million and a cost of equity of 10%. It borrows $50
million of debt finance, costing 6%, and uses this to buy back and cancel $50 million of equity. Tax relief
on debt interest is ignored.

Required:
According to Modigliani and Miller, if taxation is ignored, what would be the effect of the higher gearing on
(a) the WACC (b) the total market value of the company and (c) the cost of equity in the company?

Answer:
According to Modigliani and Miller: formulae: ignoring taxation (on the previous page)
a) WACC. The WACC in the company is un-changed, at 10%.
b) Total Value. The total value of the company with gearing is identical to the market value of the
company when it was all equity, at $150 million. This now consists of $50 million in debt and $100
million equity ($150 million -$50 million of debt).
c) Cost of equity. The cost of equity in the geared company is

= + ( )

50
10% + (10 6) % = 12.0%
100

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Example 2:
A company has $500 million of equity capital and $100 million of debt capital, all at current market value.
The cost of equity is 14% and the cost of the debt capital is 8%.

The company is planning to raise $100 million by issuing new shares. It will use the money to redeem all
the debt capital.

Required
According to Modigliani and Miller, if the company issues new equity and redeems all its debt capital,
what will be the cost of equity of the company after the debt has been redeemed? Assume that there is
no corporate taxation.

Answer:
In the previous example, the Modigliani-Miller formulae were used to calculate a cost of equity in a geared
company, given the cost of equity in the company when it is un-geared (all-equity). This example works
the other way, from the cost of equity in a geared company to a cost of equity in an un-geared company.
The same formulae can be used.

Example 2: Continued
Using the known values for the geared company, we can calculate the cost of equity in the un-geared
company after the debt has been redeemed.

K EG = K EU + D/E [K EU K D ]
14.0 = K EU + 100/500 [K EU 8.0]
1.2 K EU = 14.0 + 1.6
K EU = 13.0% (15.6 / 1.2)

The Modigliani-Miler view: allowing for corporate taxation

Modigliani and Miller revised their arguments to allow for the fact that there is tax relief on interest. You do
not need to know the arguments they used to reach their conclusions, but you must know what their
conclusions were. You should also know and be able to apply the formulae described below.

(The formula for the cost of equity is given in the formula sheet in your examination, so you do not need
to learn it)

Modigliani and Miller argued that allowing for corporate taxation and tax relief on interest, an increase in
gearing will have the following effect:
As the level of gearing increases, there is a greater proportion of cheaper debt
capital in the capital structure of the firm. However, the cost of equity rises as
gearing increases.
As gearing increases, the net effect of the greater proportion of cheaper debt and
the higher cost of equity is that the WACC becomes lower. Increases in gearing
result in a reduction in the WACC.
The WACC is therefore at its lowest at the highest practicable level of gearing.
(There are practical limitations on gearing that stop it from reaching very high
levels. For example, lenders will not provide more debt capital except at a much
higher cost, due to the high credit risk).

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The total value of the company is therefore higher for a geared company than for an identical all-
equity company/The value of a company will rise, for a given level of annual cash profits before
interest, as its gearing increases.

Modigliani and Miller therefore reached the conclusion that because of tax relief on interest, there is an
optimum level of gearing that a company should be trying to achieve. A company should be trying to
make its gearing as high as possible, to the maximum practicable level, in order to maximize its value.

Modigliani and Miller's propositions: allowing for taxation

Modigliani and Miller's arguments, allowing taxation, can be summarized as two propositions.
Proposition 1. The WACC falls continually as the level of gearing increases. In theory, the lowest
cost of capital is where gearing is 100% and the company is financed entirely by debt. (Modigliani and
Miller recognized, however, that 'financial distress' factors have an effect at high levels of gearing,
increasing the cost of debt and the WACC.) For companies with identical annual profits and identical
business risk characteristics, their total market value (equity plus debt) will be higher for a company
with higher gearing.
Proposition 2. The cost of equity rises as the gearing increases. There is a positive correlation
between the cost of equity and gearing (as measured by the debt/equity ratio).

Modigliani-Miller formulae: allowing for taxation

There are three formulae for the Modigliani and Miller theory, allowing for corporate taxation. These are
shown below. The letter V refers to an ungeared company (all-equity Company) and the letter V refers to
a geared company.
(1) WACC using weighted average formula

(2) Value of a company

The total value of a geared company (equity + debt) is equal to the total value of an identical un-
geared company plus the value of the 'tax shield'. This is the market value of the debt in the geared
company multiplied by the rate of taxation (Dt).
V G =V V +Dt

Where:
VG = value of geared company
Vu = value of an identical but ungeared (all-equity) company
D = market value of the debt in the geared company
t = the rate of taxation on company profits.
This formula expresses another part of proposition 1.

Modigliani-Miller formulae: allowing for taxation

(3) Cost of equity

The cost of equity in a geared company is higher than the cost of equity in an ungeared company, by
a factor equal to:
The difference between the cost of equity in the ungeared company and the cost of debt, (KEU-
KD)

Multiplied by the ratio (1 )

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= + (1 )( )

This formula expresses proposition 2. It is given to you in your examination, in a formula sheet.
Although you do not need to learn the formula, you should become familiar with it, and know how to
use it

Example: 1
An all-equity company has a market value of $60 million and a cost of equity of 8%. It borrows $20 million
of debt finance, costing 5%, and uses this to buy back and cancel $20 million of equity. The rate of
taxation on company profits is 25%.

According to Modigliani and Miller:

(a) Market value
The market value of the company after the increase in its gearing will be:
V G = V U + Dt
VG = $60 million + (20 million X 0.25) = $75 million.

The market value of the debt capital is $20 million; therefore the market value of the equity in the
geared company is $55 million ($75 million - $20 million).

(b) WACC of the geared company

The WACC of the company after the increase in its gearing is calculated as follows:

= 1
( + )

($2 25%)
= 8% 1 = 8% (0.9231 = 7.38%)
($65 )

Example: 1 - Continued
(c) Cost of equity in the geared company

= + (1 )( )

(1 0.25)(8 5)20
= 8% = 8% + 1% = 9%
45

Change in gearing, the WACC and capital investment appraisal

Modigliani and Miller with taxation: from one level of gearing to another
When a company is considering a major new capital investment project (where the business risk is similar
to the risk with the company's other business operations), the method of financing the investment might
alter the company's gearing. For example, if a project is financed entirely by new debt capital, its gearing
level will increase.
A change in gearing will alter the cost of equity (Modigliani and Miller
proposition 2).

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There might be a change in the cost of debt, where the gearing level rises to such
a high level that 'financial distress' concerns make debt capital more expensive.
However, at lower levels of gearing it is assumed that the cost of debt is
unaffected by changes in the gearing level.
There will be a reduction in the WACC (Modigliani and Miller proposition 1).

If the project is evaluated using the WACC to estimate the NPV, the new WACC should be used for the
NPV evaluation.

This means that when a new capital project will result in a change in gearing, it is necessary to calculate a
new WACC before going on to the NPV calculations.

The Modigliani and Miller formulae can be used to do this. The explanation that follows concentrates on
the formula for the cost of equity, because this is the formula that you will be given in the examination.

The method The approach should be as follows:

Step 1. Start with the company at its original level of gearing. You should be
given the value of the company (the value of its equity and the value of its debt
capital) and the cost of its equity and debt capital.
Step 2. Use these values to calculate the value of a comparable ungeared
company, and the cost of equity in the ungeared company. Use the Modigliani
and Miller formulae to do this
You now have the cost of equity in a comparable ungeared company.
Step 3. Use these values for the ungeared company to work out values for the
company at its new level of gearing: total value, value of equity, WACC and cost
of equity.

Example: 1
A company has a total current value of $100 million, consisting of $80 million equity and $20 million of
debt capital. The cost of equity is 10% and the pre-tax cost of the debt capital is 6%. The rate of tax on
company profits is 25%.

The company proposes to borrow an additional $20 million of debt capital, and use the money to buy
back and cancel $20 million of its equity.

Required:
According to Modigliani and Miller, what will be the following values for the company at its new level of
gearing?
(a) Its total value, divided into a value for the equity and a value for the debt
capital
(b) Its WACC
(c) The cost of its equity capital.

This is a long example, but you should work through the solution carefully.

Answer:
(a) Total value of the company
i. Step 1: Value of a similar all-equity company.

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We have the current value of the geared company, which is $100 million, consisting of $80 million
equity and $20 million debt capital. We can calculate the cost of a similar company that is all-equity
financed.

V G = V U + Dt
100 million = Vu + (20 million x 0.25) Vu = 95 million.
V U = 95 million

ii. Step 2: Value of the company at the new level of gearing.

The company will be replacing $20 million of equity with $20 million of debt capital, so in the new
gearing structure, debt capital increases.
The market value of the debt will be $20 million + $20 million = $40 million.
We can calculate the total cost of the company at its new gearing level, using the same MM
formula.
V G + V U + Dt
V G = 95 million + (40 million x 0.25)
= 105 million

The total value of the company at the new gearing level will be $105 million. Of this, $40 million will be
debt capital; therefore the value of the remaining equity will be $65 million

Example: 1 - Continued
(b) WACC
i. Step 1: WACC of a similar all-equity company.

The WACC of the company at its current level of gearing is calculated as follows:

WACC = 8.9/100 = 0.089 or 8.9%.

We can use the MM formula for WACC to calculate what the WACC would be in a similar ungeared
company.

The WACC of a similar ungeared company is:

20 0.25
0.089 =
(20 + 80)

0.089 = 0.095 WACC U

WACC U = 0.09368

(c) Cost of equity

i. Step 1: Cost of equity of a similar all-equity company.

A similar approach is taken for calculating the cost of equity. We start by calculating the cost of
equity in a similar all-equity company, using the MM formula for Proposition 2. We know the value
of KEG and we need to calculate a value for KEU.

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In the original geared company, the value of equity is $80 million and the value of debt capital is
$20 million.

The cost of equity in a similar all-equity company is calculated as follows:

= + (1 )( )

20
10 = + [(1 0.25)( 6 ) ]
80
10 = + 0.1875 1.125
K EU = 9.3684.

Example: 1 - Continued
ii. Step 2: Cost of equity of the company at the new level of gearing.

Having calculated the cost of equity in a similar all-equity company, we can now calculate the cost of
equity in the company at its new level of gearing. Debt capital is $40 million and equity is $65 million.

(The value of equity and debt capital at the new level of gearing were calculated in (a)

= + (1 )( )

= 9.3684 + (1 0.25)(9.3684 6)40/65

= 9.3684 + 1.5546 = 10.923, 10.9%

Relevance for capital investment appraisal

The Modigliani and Miler formulae can be used to re-calculate the cost of equity and the WACC in a
company where the level of gearing changes, provided there is no change in the overall business risk and
the company is therefore similar in all respects except for its gearing.

When a company plans a new capital investment that will alter its gearing, without affecting its business
risk profile, the MM formulae can be used to calculate the cost of equity and WACC at the new level of
gearing. The new WACC can then be used as the discount rate for calculating the NPV of the proposed
project.

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Risk Adjusted WACC & APV

A companys shareholders bear two types of systematic risk:

Systematic business risk
a) Aries out of the risky nature of the areas of business in which the company out of the risky nature
of the company is engaged
Systematic financial risk
b) Arises out of the business capital structure
In the Balance Sheet Assets = Liabilities (equity + debt)

However, there is a second pair of balancing values in the Balance Sheet. Not only does the value of the
assets equal the value of the liabilities, but also:

The risk of the assets = the risk of the liabilities

In fact, this relationship can be stated more logically the risk of the liabilities reflects the risky nature of the
assets that those liabilities financing.

As a result we can say

Risk of the Assets = Risk of the Liabilities

Equity Debt
Asset = Equity + Debt

However, it is not simply a case that the asset equals the sum of the equity and the debt . What also need
to be taken into account is the proportions of equity and debt:

Asset = Equity +Debt X +
+
Finally, we need to take into account tax relief on interest payments, (as it will affect the financial risk
exposure of shareholders). This now gives rise to a very important equation for the exam:
(1 )
Asset = Equity +Debt X
+ (1 ) + (1 )

Where:
Equitys known as the equity Beta. It measures the systematic business risk and the systematic financial
risk of the companys shares.

Asset is known as the asset beta. It measures the systematic business risk only.

Debt is known as the bet beta. It measures the systematic risk of the companys debt securities.

Example # 1:
B plc has a gearing ratio (D: E) of 1: 2 and its shares have a beta value (Equity) of 1.45. The corporation
tax rate is 30%, debt is assumed to be risk free.

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Solution:
2
Asset = 1. 45X =
2 + 1 (1 0.3) 1.074

Four Implications
This analysis gives rise to four important implications:
A companys equity beta will always be greater than is asset beta. This is because the equity beta
measures both business and financial risk, while the asset beta measures business risk only.
e>a

The one exception to this is where the company is all equity financed, and so only has systematic
business risk, and has no financial risk. In those circumstances its equity beta and its asset beta will be
the same. Then
e=a

Companies in the same area of business, (i.e. they have the same business risk), will have the same
asset beta.

Companies in the same area of business will not have the same equity beta, unless they also happen to
have the same gearing ratios. (Means financial risk same).

If the company operates on a divisional basis and each division is in a different business area. Then:-
1) Find as of each industry field that the company operates in.
2) Combine using the weighted average method.
3) Gear up to the companys gearing level.

Example
ABC is made up of two divisions
Division Asset eta Proportion of the Business
Food 0.75 40%
Clothes 1.80 60%

The company gearing level is 32%. Tax =25%

a= (0.75 x 40%)+(1.80 x 60%)
= 1.38
1.38 = 68 x e
68+32(1-0.25)
1.38= 68 x e
92
e=1.87

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DETERMINATION OF DISCOUNT RATE FOR APPRAISAL OF PROJECT

Undertaking the project will alter the capital structure of the company

No Yes
Regardless of whether the project has
the same or different systematic
business risk. Use APV method

If the company is an a single area of business If the Co. is in several areas of business

The project is in the

The project is in a different For a project in a particular area of
same area of
area of business to the Co. business
business

Companys existing
WACC is suitable
Companys existing WACC is not suitable

Use risk-adjusted WACC

STEPS FOR THE DETERMINATION RISK ADJUSTMENT WACC

a) Find an equity eta for the industry relating to the project.
b) Degear e to find the asset eta.
c) Re-gear a to find the project equity eta. Use either:-
i. The companys existing gearing level or
ii. The specified gearing level post project
d) Use the answer to (c) above known as the project e in CAPM to find the project Ke
e) Find the relevant Kd(1-t)
f) Use WACC Formula, project Ke, Kd(1-t) and gearing level stated in (c) i) or ii) above to find the Risk
Adjusted WACC-a nominal cost of capital.:

Example # 1:
SKANS is an education services provider with a debt: equity ratio of 1:3. It wishes to diversify into the
professional publications of ACCA & CA students, using an NPV analysis. The company does not intend
to change its capital structure.

Suppose that BPP is a typical professional book publisher. It has an equity beta of 1.25 and a debt: equity
ratio of 1: 2. Because BPP is in the same area of business as the project, it is known as the pure-play
company.

If R f = 6%, R m = 14% and T c = 30% - and it is assumed that the debt is risk free.

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Required:
Calculate risk adjusted WACC for the project.

Solution
Stage One - The asset beta of BPP the pure-play comparison company is calculated and then used
as an estimate of the asset beta of SKANS publishing project.
Using

Asset = Equity X
+ (1 )
2
Asset BPP = 1. 25X =
2 + 1 (1 0.30) 0.926
Thus Asset = 0.926 =Asset Project

This asset beta reflects the systematic business risk of publishing books
.
Stage Two - Having estimated an asset beta for the publishing project, we can now estimate an equity
beta for the project; to reflect both the systematic business risk of professional publication and the
systematic financial risk of SKANS capital structure.

Asset = Equity X
+ (1 )
3
0.926 = Equity Project X
3 + 1 (1 0.30)
0.926 = Equity Project X 0.811
0.926
=
0.811 Equity Project = 1.142

Example # 1: Continued
Stage Three: - Using CAPM calculate Ke
Ke Publication Project = Rf + [Rm - Rf] Equity
Ke Publication Project = 6% + [14% - 6%] X 1.142 = 15.14%
Therefore the cost of equity capital for the project is 15.14%

Stage # Five: - Using the following formula

Risk Adjusted = KeProject X + =
+ +
WACC for the project - Here
Ke project = Calculated in Step # 3
Companys existing capital structure
Kd AT = Companys cost of debt (after tax)

Stage Six: Finally, the risk-adjusted WACC for SKANS publication project can now be calculated,
by using the projects Ke and SKANS Kd and capital structure.
If a cost of debt capital is needed but no cost of debt is given, we can make use of the fact that the
question allows use to assume the debt beta is zero. In these circumstances;
Kd = Rf
And K dAT = R f X (1 TC)
Therefore, Kd At = 6 X (1 0.30) = 4.2%

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Hence the publication projects risk-adjusted WACC can now be calculated.

Ko Publication Project Ke Publication X + Kd AT

Where the value for E, D, V and Kd relate to the onion projects parent company Carrot plc.
3 1
Ko Publication Project = 15.14%X + 4.2% X = 12.4%
4 4

Therefore SKANS proposed professional publication project should be evaluated using 12.4% as the
NPV discount rate...
1.15 = 0.88

Example:
Fruit and Veg plc both strawberries and potatoes; by both turnover and profit, 70% of the companys
business is strawberries and 30% is involved with producing potatoes. The companys equity beta is 1.64
and its debt: equity ratio is 2:5. Strawberry plc is a competitor company which specializes in strawberry
production. Its equity beta is 1.25 and its debt: equity ratio is 1:3.

The risk free interest rate is 7% and the market return is 15%. The corporate tax rate is 30%. Corporate
debt can be assumed to be risk free.

Required:
Fruit and Veg plc wish to evaluate a potato investment (which will not change the companys existing
capitals structure) and so need a suitable discount rate to apply to their NPV analysis.

The approach to be taken here is as follows.

1. The asset beta of Strawberry plc can be Identified
3
Asset = 1. 25 X =
3 + 1 (1 0.3) 1.013

2. The asset beta of Fruit and Vet plc can also be identified.
5
Asset = 1. 64 X =
5 + 2 (1 0.3) 1.281

3. Fruit and Vegs asset beta measures the systematic business risk of the company. If fact it represents
a weighted average of the risk of both the strawberry business and the potato business, as follows:
Frunit and Veg Asset = 0.70 X Strawberry Asset + 0.30 Potato Asset

Therefore, using our knowledge of both Strawberry plcs asset beta and Fruit and Veg plcs asset
beta, we can identify the asset beta for potato production.
1.281 = (0.70 X 1.013) + (0.30 X Potato Asset )
And so:
1.281 0.709
Potato Asset = =1.907
0.30

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4. This is effectively the end of Stage One of the risk-adjusted WACC analysis, and the remainder of
analysis follow as normal:
Stage Two:
5
1.907 = Potato Equity X =
5 + 2 (1 0.30) 2.441

Stage Three:
Ke Potato = 7% + [15% 7%] 2.441 = 26.5%

Stage Four:
5 2
WACC Potato = 26.5% X + 7% (1 0.30)X =20.3%
7 7

Therefore, 20.3% would be an appropriate NPV discount rate for Fruit and Veg plc to use in order to
evaluate potato projects.

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Adjusted Present Value

The APV method shows how the NPV of a project can be increased or decreased by project financing
effects.

When to Use Adjusted Present Value (APVs):

Business Risk
Unchanged Change
Financial Risk Unchanged Existing WACC Risk Adjusted WACC
Change APV APV

** When financial risk changes due to undertake that project always use APV
The APV method described as a 'DIVIDE AND CONQUER' approach.
Broadly speaking, APV consist of two different decisions which are as follows:
Adjusted Present Value = Investment Side + Financing Side

The decision rule for the APV method

If, Adjust Present Value is positive = Accept the project
If, Adjust Present Value is Negative = Reject the project

Performa of Adjusted Present Value (APV):

Investment Decision
Base Case NPV
XXX

Financing Decisions
Present value of issue cost
Equity (X)
Debt XXX

Present value of Tax Shield

Simple X
Subsidized Loan X
Debt capacity XXX
Adjusted Present Value XXXX

Investment Decision (Base Case NPV)

The base case NPV is calculated by assuming the project is financed entirely by equity, so that the
method of financing is ignored.

To do this:
Convert a geared beta for the industry to an asset beta (ungeared beta) for the industry, and then
Use this asset beta or ungeared beta and the CAPM to establish the cost of equity in an ungeared
company, and this the discount rate

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Normal DCF techniques are used to establish the expected cash flows for the project. Having establish a
cost of equity for an ungeared company, the expected project cash flows are discounted at this cost to
obtain the base case NPV.

Financing Decision
Financing decision consists of following items:
Present value of Issuance Cost

Present value of Tax Shield

a) Simple Loan
b) Subsidized loan
c) Debt Capacity

As all financing cash flows are facing lower risk as compare with equity for this reason they are
discounted at either the cost of debt (Kd)

Note: If cost of debt is not available or cannot be calculated then risk free rate (RF) can be used for
discounting the financing cash flows

Grossing up:
A firm will know how much finance is required for the investment. Issue costs of finance will be quoted on
the top. It will therefore be necessary to gross up the funds to be raised

Present value of Issuance cost:

Issue costs might be an allowable expense for the tax purposes.

When they are tax- allowable, the PV of issue costs must allow for the reduction in tax payments that will
occur. The PV of the issue costs is therefore net of the present value of any tax relief on the costs.

As always calculation involving debt must take account of the tax effects. Normally, situation is as follows:

Issuance Cost

Equity Issue Debt issue

cost cost

Not tax allowable Tax allowable

expense expense

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Issuance Cost xxx

Tax Relief on issuance cost (Tax rate x Issue cost) xxx
Present Value of Tax Relief (Tax relief x discount factor) xxx
PV of the Issue cost xxx

Present value of Tax Shield on interest payment:

The Present value of the tax relief on interest payment is also known as the present value of the tax
shield. The method adopted depends on the information given:
Debentures:
Interest payments (tax rate x interest rate) XXX
Annual Tax relief (interest rate x Tax rate) XXX
Annuity {Simple or deferred (if one year in delay)} XXX
Present value of TAX shield XXXX

EXAMPLE:
A company is considering a project that would cost $100,000 and it will be financed 60% by equity
and 40% by debt (pre-tax cost 4%). Tax is at 30%. Issuance cost of equity is 4% and issuance cost
of debt is 2 %. Debt is raised for 5 years

Issuance Cost
Funds required:
Equity Required: $60,000
Debt Required: $40,000

Equity Raised: 60,000/96% = 62,500

Equity Issuance Cost=62,500-60,000= 2,500

Debt Raised = 40,000/98%= 40,816

Debt issuance cost = 40,816-40,000= 816
Tax savings @ 30% = (245)
Net Debt issuance cost = 571

P.V of tax shield

P.V of tax savings on interest payment.
Gross loan interest rate Tax rate =
40816 x 4% x 30% 490
Annuity factor @ before tax KD = 4.452
P.V of tax shield = 2181

Amortizing loan:
The repayment will be made up of both interest and capital

Step 1: Find the amount of the repayment

Annual amount = Amount of the loan / Annuity Factor

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Step 2: Calculate the annual interest charge

Subsidized or cheap loan:

If a loan is taking cheap loan or subsidized loan then the interest rate is lower, so its benefit is also
reduced since tax shield will also be lower:

Interest saved (Loan x (Normal int. rate - Cheap int .rate)) XX

Tax Relief Lost (interest Saved X tax rate) (X)
Net Benefit XXX
Annuity (Simple or deferred if one year in delay) X
Present value of the cheap loan XXX

Debt Capacity:
Debt finances a project because of the associated tax shield. If a project brings about an increase in the
borrowing capacity of the firm, it will increase the potential tax shield available.

Note
An Exam trick is to give both the amount of debt actually raised and the increase in debt capacity brought
by the project. It is the theoretical debt capacity which the tax shield should be based.

In simple words, tax shield will be calculated on total amount of debt capacity of the company. No matter
how much company actually used the amount of debt from that debt capacity.

For example, if a question told that actual debt rose is $200,000 but you are also told in the question that
the investment is believed to add $500,000 to the company's debt capacity. Then present value of tax
shield will be calculated on the $500,000 (this is theoretical amount).

EXAMPLE: 2
A company is considering a project that would cost $100,000 and it will be financed 60% by subsidized
debt (interest cost 4%) and 40% by normal debt (pre-tax cost 7%). Tax is at 30%. Normal loan issuance
cost of debt is 2 %.Debt is raised for 5 years. It is assumed in this example only that there is no issuance
cost on subsidized debt. Risk free rate is 5%.

Issuance Cost
Funds required:
Subsidized debt required: $60,000
Normal Debt Required: $40,000
Subsidized debt Raised = 60,000
Normal Debt Raised = 40,000/98%= 40,816
Debt issuance cost = 816
Tax savings @ 30% = (245)
Net Debt issuance Cost = 571
Tax Shield
Normal Loan
40,816 7% 30% = $ 857
Annuity factor @ 5 % = 4.329
Present Value of Tax shield $3710

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Subsidized loan
60,000 4% 30% = $720
Annuity factor @ 5 % = 4.329
Present Value of Tax shield 3117

EXAMPLE: 2 Continued
When Tax is payable in arrears
P.V of Interest savings on subsidized loan.
Gross subsidized loan interest rate saving =
Normal Annuity factor =
P.V of interest savings =

P.V of tax loss on Interest savings.

Gross subsidized loan interest rate saving tax rate =
st
Normal Annuity factor Discount factor of 1 year =
P.V of tax loss =

P.V of Interest savings on subsidized loan.

60,000 3% = 1800
Annuity factor @ (decided above) = 4.329
P.V of interest savings = 7,792
P.V of tax loss on Interest savings.
60,000 3% 30% = 540
st
Normal Annuity factor Discount factor of 1 year = 4.123
P.V of tax loss = 2226

When Tax is payable in the same Year

P.V of after tax Interest savings on subsidized loan.
Gross subsidized loan interest rate saving (1-T) =
Annuity factor @ (decided above) =
P.V of after tax interest savings =

P.V of after tax Interest savings on subsidized loan.

60,000 3% (1- 0.30) =1260
Annuity factor @ (decided above) = 4.329
P.V of after tax interest savings shield = 5,455

DEBT CAPACITY
For example in previous example because of new project debt capacity rises to $ 120,000.
Answers:
Deb capacity = $120,000
Debt Raised = $ 100,000
Unutilized capacity = $ 20,000

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It is assumed that this remaining capacity will be utilized elsewhere in other projects.
Unutilized capacity Normal interest rate tax rate
20,000 7% 30% 420
Annuity factor @ 4.329
Present Value of tax shield 1818

Why we use APV method?

Conceptually, the APV is relatively easy to understand. The method separates the investment decision
from the financing decision by breaking the traditional DF into two parts. The first part (the investment
decision) discounts cash flows at an equity rate of return/ cost of equity (Key) to calculate base case npv.

The second part (the financing decision) discounts the interest tax shield to the present value at a rate of
return that reflect the risk in actually achieving these tax benefits. The two parts are then summed to
derive the value of the entire enterprise.

The traditional discounted cash flow method where in debt free cash flows are discounted to the present
at the WACC may not be appropriate in every circumstance. The WACC assumes a static debt to equity
ratio presumably at an optimal capital structure.

However, many companies do not expect to have static level of debt to equity, particularly in situations
involving highly leveraged transactions. Under these types of situations, the Adjusted Present Value
Method may be a better method. The APV separates the value of operations from value created or
destroyed by how the company is financed. The APV maybe a better tool to analyze the value of entities
with unique financing. As such, the APV can also be used as a management tool to break out the value
created from specific managerial decisions.

The APV is based upon a principle of value addition that analysts can use with valuations.

Difference of WACC & APV Approach

The APV method is a powerful tool. APVs approach is to analyze financial maneuvers separately and
then at their value to that of the business. WACC approach is to adjust the discount rate to reflect the
financial enhancement.

Analyst apply the adjusted discount rate directly to the business cash flows. WACC is supposed to handle
financial side effects automatically, without requiring any addition after the fact.

APV is used instead of NPV for appraising the project. When the capital structure and the financial risk of
the new project is different from the existing structure of the company.

The benefit of APV is that it breaks the problem down into the value of project itself (if equity financed)
and the value of financing (whereas as the effect of financing is taken account of and the WACC when
calculating regular NPV). This makes APV flexible enough to cover many different types of real world
financing arrangements such as
Change in gearing level over the project life
Issuance cost of equity and debt properly
The proper impact of subsidized loan

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Using debt for financing, has the tax advantage and interest payment are deductible. This tax deduction
has a source of value for the firm. In the normal NPV calculation, this additional value is accounted for in
the WACC.

Unlike APV, the normal assumption in NPV is that all cash flows are financed using the same WACC and
remain constant each year. Therefore, when dealing with changing financial risk and more complicated
financial situation, APV is preferable appraisal method over NPV.

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International Investment Appraisal

There are four adjustments in international investment appraisal.

1. Exchange Rate prediction:

Purchasing Power Parity S1 = So x (1+Hc)/ (1+Hb)

EXAMPLE:
The Current Dollar Sterling exchange rate is given $/ 1.7050

Expected Inflation Rates are:

Year USA UK

1 5% 2%

2 3% 4%

3 4% 4%

Find the expected spot rate for next three years.

SOULTION:
Year Calculation Future
Expected Spot
Year 1 1.7050 x (1.05/1.02) 1.7551

Year 2 1.7551 x (1.03/1.04) 1.7382

Year 3 1.7382 x (1.04/1.04) 1.7382

2. Taxation
The level of taxation on a projects profits will depend on the relationship between the tax rates in the
home and overseas country.
The question will always assume a double-tax treaty project always taxed at higher rate.

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EXAMPLE:
What will be the rate of tax on a project carried out in the US by a UK company in each of the
following scenarios?
Scenarios UK TAX US TAX

A 33% < 40%

B 33% = 33%

C 33% > 25%

Scenario A No further UK tax to pay on the projects $ profits. Profits taxed at 40% in US.

Scenario B No further UK tax to pay on the projects $ profits. Profits taxed at 33% in US.

Scenario C Projects profits would be taxed at 33%. 25% in US and further 8% tax payable in the
UK.

3. Inter-Company Cash flows

Inter-company cash flows, such as transfer prices (intercompany transactions), royalties and
management charges, can also affect the tax computations.

Example: A project carried out by a US subsidiary of a UK company is due to earn revenues

of $100m in the US in Year 2 with associated costs of $30m. Royalty payments of $10m will be
made by US subsidiary to UK. Assume tax is paid at 25% in the US and 33%; and assume a
forecast $/ spot rate of $1.50/.

What are the cash flows associated with the project?

Year 2 $m

Revenues 100

Costs (30)

Royalties (10)

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Pre-Tax profit 60

25% US Tax (15)

Remit to Parent 45*

Cash Flow 30 - *45/1.50

Royalties 6.7 $10m/1.50

UK Tax (5.4)**

After Tax Cash flow 31.3m

UK Tax Computation:
UK Tax on $ profits 33% - 25% =8%
8% UK tax on $ profits: $60m/1.50 = 40m
: 40m x 0.08 = 3.2m
33% UK Tax on Royalties = 6.7m x 0.33 =
2.2m
** UK TAX PAYABLE: 5.4m

4. Remittance
Remittance occurs where an overseas government places a limit on the funds the can repatriated
back to the holding company.

This restriction will change the cash flows that are received by the holding company.

Example:
A projects after US-tax $ cash flow is as follows ($m):

YEAR 0 1 2 3

(10) 3 4 6

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In any one year, only 50% of cash flows generated can be remitted back to the parent. The blocked
funds can be released back to parent in the year after the end of project

Q. Identify the cash flows to be evaluated?

YEAR 1 2 3 4

Net Cash Flow 3 4 6

Blocked Funds (1.5) (2) (3)

Remit to Parent (Final 1.5 2 3 6.5

Cash flows)

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International Investment Appraisal

PROFORMA:

Year 0 1 2 3 4 5
FC FC FC FC FC FC
Sales/receipts x x x x
payments:
Variable costs (x) (x) (x) (x)
Wages/materials (x) (x) (x) (x)
Incremental fixed (x) (x) (x) (x)
costs
Untaxed royalties / (x) (x) (x) (x)
mgt charges etc
Tax allowable depn (x) (x) (x) (x)
Taxable profits x x x x
Foreign tax @ say (x) (x) (x) (x)
20%
Add: Tax allowable x x x x
depn
Initial outlay (x)
Realisable value x
Working capital (x) (x) (x) (x) (x) x
Net foreign CF (x) x x x x x

YMT 0 1 2 3 4 5
FC FC FC FC FC FC
Exchange rate x x x x x x
(based on PPPT)
Home currency CF (x) x x x x x
Domestic tax on (x) (x) (x) (x)
foreign taxable
profits @30% -
20% = 10%
Untaxed royalties / x x x x
mgt charges etc
Domestic tax on (x) (x) (x) (x)
royalties etc. @30%
Net home (x) x x x x x
currency CF
DF (say 16%) 1 0.862 0.743 0.641 0.552 0.476
Home currency (x) x x x x x
PV
Home currency NPV

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International APV

INVESTMENT SIDE
Same Performa as in Investment Appraisal
Discount with UN gear cost of equity.

Parent Co home currency cash flows

Additional Tax
Incremental contribution
Contribution Loss
Discount with parent co Cost of capital

Financing Side
Issuance Cost of Equity and Debt
Present Value of Tax saving on Interest
Subsidized Loan
Debt Capacity

First convert into parent co currency then discount with before Tax Kd or Rf.

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Mergers and Acquisitions

Mergers
A merger is in essence the pooling of interests by two business entities which results in common
ownership.

Acquisitions
An acquisition normally involves a larger company (a predator) acquiring smaller company (a target).
Generally both referred to as mergers for PR reasons:
i. It portrays a better message to the customers of the target company.
ii. To appease the employees of the target company.
An alternative approach is that a company may simply purchase the assets of another
company rather than acquiring its business, goodwill,

Types of Merger
There are 3 main types of mergers
1. Horizontal integration.
2. Vertical integration.
3. Conglomerate integration.

1. Horizontal integration
When two companies in the same industry, whose operations are very closely related& are combined
/integrate .This is known as horizontal integration/merger.

Main Benefits of horizontal integration includes economies of scale, increased market power&
improved product mix.

Disadvantages of such type of integration are that it can be referred to relevant competition
authorities.

2. Vertical integration
When two companies in the same industry, but from different stages of the production chain are
merged. This is known as vertical integration.
For example
1. A company combines with its supplier
2. Major players in the oil industry tend to be highly vertically integrated.
Main benefits of such type of integration include increased certainty of supply or demand and
just-in-time inventory systems leading to major savings in inventory holding costs.

3. Conglomerate integration
When two or more companies which are completely unrelated businesses combine/merged & there is
no common thread, such type of merger is known as conglomerate.

The main synergy lies with the management skills and brand name.

Main benefits of conglomerate integration are 1) risk reduction through diversification, 2) cost
reduction (management) &3) improved revenues (brand).

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Growth strategy
The companies can grow in 2 ways i.e. either organically or by acquisition/merger.
Whatever will be the growth strategy, assuming a standard profit maximizing company, the primary
purpose of any growth strategy should be to increase shareholder wealth.

Comparison of Organic growth & growth by acquisition

1. Organic Growth
Organic growth is internally generated growth within the firm.

No external growth should be considered unless the organic alternative has been dismissed as
inferior.

Advantages of organic growth

Organic growth allows planning of strategic growth in line with stated objectives of company.
It is less risky because it is done over time i.e. more understanding of business
The Cost in organic growth is lower
Organic Growth Avoids problems of integrating new acquired companies i.e. the integration
process is often a difficult process due to cultural differences between the two companies.
By organic Growth ,an immediate pressure on current management resources to learn to manage
the new business will be avoided

Disadvantages of organic growth

It requires time to enter a new product or geographical market.
It increases the risk of over-supply and excessive competition.
It increased the competition as more competitor are in market.
Organic growth Might results in low market power as compared to acquisition strategy &by
increased market power companies are able to exercise some control over the price of the
product, e.g. monopoly or by collusion with other producers.
Organic growth may give lesser competitive edge as compared to acquisition i.e. Acquisition
results in the Acquisition of the target company's staff & highly trained staff may give a
competitive edge

2. Growth by Acquisition
It is the growth achieved by merger/acquisition of Target Company.

Advantages of growth by acquisition

It is the quickest way to enter a new product or geographical market.
It reduces the risk of over-supply and excessive competition.
Acquisition results in decrease competition as fewer competitor are available in market.
Acquisition results in Increase market power& by increased market power companies are able to
exercise some control over the price of the product, e.g. monopoly or by collusion with other
producers.
Acquisition results in the Acquisition of the target company's staff & highly trained staff may give
a competitive edge Dis Advantages of growth by acquisition

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As compared to Organic growth, growth by acquisition does not allow the planning of strategic
growth in line with stated objectives.
It is more risky than organic growth because it is not done over time & might have lesser
understanding of business of target company
The cost is often much higher in an acquisition due to significant acquisition premiums.
It increases the problems of integrating new acquired companies i.e. the integration process is
often a difficult process due to cultural differences between the two companies.
An acquisition places an immediate pressure on current management resources to learn to
manage the new business.

The Main AIM of a company is to gain synergy benefits from Acquisition strategy
but there are other motives also exist

CREATING SYNERGIES
The three main types of synergy to be gained from acquisitions or mergers
i. Revenue Synergy
ii. Cost Synergy
iii. Financial Synergy

The existence of synergies has been presented as one of the two main explanations that may increase
shareholder`s value in an acquisition.

Indeed the identification, qualification and announcement of these synergies are an essential part of the
process as shareholders of the companies need to be persuaded to back the manager.

TYPES OF SYNERGIES
1. Revenue Synergy
Revenue synergy exists when the acquisition of the target company will result in higher revenues for
the acquiring company, higher return on equity or a longer period of growth.

Revenue synergies arise from:

(1) Increased market power
(2) Marketing synergies
(3) Strategic synergies

Revenue synergies are more difficult to quantify relative to financial and cost synergies.
When companies merge, cost synergies are relatively easy to assess pre-deal and to implement
post-deal. But revenue synergies are more difficult. It is hard to be sure how customers will react to
the new market/product(In financial services mergers, massive customer defection is quite common)&
whether customers will actually buy the new products & how it react to new expanded total systems
capabilities & how much of the companys declared cost savings they will demand in price
concessions (this is common in automotive supplier M&A where the customers have huge purchasing
power over the suppliers).

Nevertheless, revenue synergies must be identified and delivered. The stock markets will be content
with cost synergies for the first year after the deal, but thereafter they will want to see growth.

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Customer Relationship Management and Product Technology Management are the two core
business processes that will enable the delivery of revenue.

2. Cost Synergy
A cost synergy results primarily from the existence of economies of scale. As the level of operation
increases, the marginal cost falls and this will be manifested in greater operating margins for the
combined entity. The resulting costs from economies of scale are normally estimated to be
substantial.

3. Financial Synergy
A financial synergy results from financial factors e.g. tax savings

There are many factors which result in financial synergy. These include:
a) Diversification
Diversification is the process of acquiring another firm/co. As a way of reducing risk. It cannot
create wealth for two publicly traded firms, with diversified stockholders, but it could create wealth
for private firms or closely held publicly traded firms. A takeover, motivated only by diversification
considerations, has no effect on the combined value of the two firms involved in the takeover. The
value of the combined firms will always be the sum of the values of the independent firms.
In the case of private firms or closely held firms, where the owners may not be diversified
personally, there might be a potential value gain from diversification.

b) Cash Slack
When a firm with significant excess cash acquires a firm, with great projects but insufficient
capital, the combination can create value. Managers may reject profitable investment
opportunities to take over a cash-poor firm with good investment opportunities, or vice versa. The
additional value of combining these two firms lies in the present value of the projects that would
not have been taken if they had stayed apart, but can now be taken because of the availability of
cash.

c) Tax Benefits
The tax paid by two firms combined together may be lower than the taxes paid by them as
individual firms. If one of the firms has tax deductions that it cannot use because it is losing
money, while the other firm has income on which it pays significant taxes, the combining of the
two firms can lead to tax benefits that can be shared by the two firms. The value of this synergy is
the present value of the tax savings that accrue because of this merger. The assets of the firm
being taken over can be written up to reflect new market value, in some forms of mergers, leading
to higher tax savings from depreciation in future years.

d) Debt Capacity:
By combining the two firms, each of which has little or no capacity to carry debt, it is possible to
create a firm that may have the capacity to borrow money and create value. Diversification will
lead to an increase in debt capacity and an increase in the value of the firm, has to be weighed
against the immediate transfer of wealth that occurs to existing bondholders in both firms from the
stockholders. When two firms in different businesses merge, the combined firm will have less
variable earnings, and may be able to borrow more (have a higher debt ratio) than the individual
firms.

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Why Companies went for Acquisition/Reason for Acquisition

Whilst synergy is one of a key reason given for growth by acquisitions but there are many other motives
do exist as well.

These are:
Entry to new markets and industries.
To acquire the target company's staff and know-how.
Arrogance factor/Hubris hypothesis.
Diversification.
A defense mechanism to prevent being taken over.
A means of improving liquidity.
Improved ability to raise finance (Debt Capacity).
To obtain a growth company (especially when the predator's growth is declining).

Factors to be considered when choosing an appropriate target company for

acquisition/Reason for Acquistion
a) Benefits for acquiring undervalued company
The target firm should trade at a price below the estimated value of the company when acquired. This
is true of companies which have assets that are not exploited.
b) Diversification:
The target firm should be in a business which is different from the acquiring firms business and the
correlation in earnings should be low.
c) Operating synergy:
The target firm should have the characteristics that create the operating synergy. Thus the target firm
should be in the same business in order to create cost savings through economies of scale. Or it
should be able to create a higher growth rate through increased monopoly power.
d) Tax savings:
The target company should have large claims to be set off against taxes and not sufficient profits. The
acquisition of the target firm should provide a tax benefit to acquirer.
e) Increase the debt capacity:
This happens when the target firm is unable to borrow money or is forced to pay high rates. The
target firm should have capital structure such that its acquisition will reduce bankruptcy risk and will
result in increasing its debt capacity.
f) Disposal of cash slack:
This is where a cash rich company seeks a development target. The target company should have
great projects but no funds. This happens when, e.g. the target company has some exclusive right to
product or use of asset but no funds to start activities.
g) Access to cash resources:
A company with a number of cash intensive projects or products in their pipe-line, or heavy
investment in R&D might seek a company that has significant cash resources or highly cash
generative product lines to support their own needs.
h) Control of the company:
In this case the objective is to find a target firm which is badly managed and whose stock has
underperformed the market. The management of an existing company is not able to fully utilize the
potential of the assets of the company and the bidding company feels that it has greater expertise or
better management methods. The bidding company therefore believes that the assets of the target

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company will generate for them greater return than for their current owners. The criterion in this case
is a market valuation of the company which is lower than, e.g. the value of its assets.
i) Access to key technology:
Some companies do not invest significantly in R&D but acquire their enabling technologies by
acquisition. Pharmaceutical companies who take over smaller bio techs in order to get hold of the
technology are a good examp0le of this type of strategy.

Why acquisitions fail

Over-optimistic assessment of economies of scale.
Once a company has been bought, management moves on to identify the next target rather than
ensuring that the predicted synergy is realized.
Inadequate preliminary investigation combined with an inability to implement the amalgamation
efficiently.
Winners curse where two or more predators bid to buy a target & the winner often had to pay an
excessive premium to secure the deal.
Dominance of subjective factors such as the status of the respective board of directors.
Difficulty of valuation i.e. correct value of target company/firm\Culture differences
Loss of key personnel from target company
Capital structure
Integration difficulties - e.g. systems, operations

Factors effecting the likely success of the bid for Acquisition

(1) Level of consideration
The acquirer should offer an initial bid price, keeping in mind a satisfactory premium over and above
the actual market value of the acquire company. A generous offer would incline the target company to
consider the offer positively.
(2) Expectations of future profits
In order to encourage the shareholders of Target Company to retain their shares in the combined
company, a potential estimate of future earnings and synergies would be required by them.
(3) Future dividend policy
Shareholders of Target Company may be sensitive to the dividend policy possibly being less
generous than they have been used to before the acquisition.
(4) Tax position
The shareholders may prefer a future capital gain on sale of shares in acquirer company to cash
consideration, or instant sale of any shares they are given.
(5) Changes in shares prices
Shareholders will also take account of any changes in share prices that occur during the bid price.

Reasons for predatory bids (Undervalued companies)

The circumstances under which a predator may seek to buy a group at less than full value are usually as
follows:
1. The share price is depressed. This can usually be identified by:
The group's market value being below the net value of its shareholders' funds; or the group's
price/earnings ratio being below, or its yield being above that for its sector In this case, however, the
predator may believe that under its management the group can recover and perform much better
financially than under existing management.

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2. The group's prospects are better than the share price would indicate. A period of fluctuating
profits may be about to be followed by a good recovery. A predator night recognize this before it
became apparent to the stock market as a whole, and seek to capitalize on the opportunity.
3. The group occupies a strong position in one or more markets. The predator may see the
acquisition of the group as a unique opportunity to purchase a major market share, and wish to do so
without paying the market premium which should, in theory, attach to such a one-off situation.

Types of Mergers
The types of Mergers i.e. Horizontal ,Vertical& Conglomerate can be sub divided into:
1. Friendly Mergers
The acquirer will generally start the process by approaching target management directly. The target
could approach the acquirer, although this method is much less common. If both management teams
are amenable to a potential deal, then the two companies enter into merger discussions. The
negotiations revolve around the consideration to be received by the target company's shareholders
and the terms-of the transaction as well as other aspects, such as the post-merger management
structure.

Before negotiations can culminate in a formal deal, each of the parties examines the others' books
and records in a process called due diligence. Once due diligence and negotiations have been
completed, the companies enter into a definitive merger agreement

2. Hostile Mergers
In a hostile merger, which is a merger that is opposed by the target company's management,
the acquirer may decide to circumvent the target management's objections by submitting a merger
proposal directly to the target company's shareholders by:
a) Tender Offer
b) Proxy Fight

Defenses to Takeover/Merger/Acquisition
A target company might use defensive measure to delay, negotiate a batter deal for shareholders, or
attempt to keep the company independent.

Defensive measure can be implemented either before or after a takeover attempt has begun.

Strategic Defenses can be split into pre-bid and post-bid defenses.

1. Pre Offer Defense
2. Post Offer Defense

1. Pre-Offer Takeover Defense Mechanisms

The defense that is used before the offer is take place. There are many types of pre-offer defenses
including:
1. Poison Pills
The poison pill is a legal device that makes it prohibitively costly for an acquirer to take control of
a target without the prior approval of the target's board of directors.

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There are two basic types of poison pills:

a) The flip-in pill
b) The flip-over pill

a) Flip In Pill
When the common shareholder of the target company has the right to buy its shares at a
discount, the pill is known as a flip-in. The pill is triggered when a specific level of ownership
is exceeded.

b) Flip Over Pill

In the case of a flip-over pill, the target company's common shareholders receive the right to
purchase shares of the acquiring company at a significant discount from the market price,
which has the effect of causing dilution to all existing acquiring company shareholders.

2. Poison Puts
In the event of a takeover, poison puts allow bondholders to put the bonds to the company. In
other words, if the provision is triggered by a hostile takeover attempt, then bondholders have the
right to sell their bonds back to the target at a redemption price that is pre-specified in the bond
agreement

3. Staggered Board of Directors

Instead of electing the entire board of directors each year at the company's annual meeting, a
company may arrange to stagger the terms for board members so that only a portion of the board
seats are due for election each year.

4. Supermajority Voting Provisions

Many target companies change their charter and bylaws to provide for a higher percentage
approval by shareholders for mergers than normally is required. A typical provision might require
a vote of 75 percent of the outstanding shares of the target company (as opposed to a simple 51
percent majority).

5. Golden Parachutes
Golden parachutes are compensation agreements between the target company and its senior
managers. These employment contracts allow the executives to receive lucrative payouts, usually
several years worth of salary, if they leave the target company following a change in corporate
control. Without a golden parachute, some contend that target company executives might be
quicker to seek employment offers from other companies to secure their financial future.

6. Clearly defined strategy and communication

Communicate the strategy effectively to ensure that it is well understood, this will reassure
shareholders and tend to maintain the share price.

7. Cross shareholdings
Your company buys a substantial proportion of the shares in a friendly company, and it has a
substantial holding of your shares.

8. Strong dividend Policy

The level of cash dividend is often held to influence share price.

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2. Post-Offer Takeover Defense Mechanisms

1. Litigation
A popular technique used by many target companies is to file a lawsuit against the acquiring
company based on alleged violations of securities or antitrust laws. Lawsuits often serve as a
delaying tactic to create additional time for target management to develop other responses to the
unwanted offer.

2. Greenmail
This technique involves an agreement allowing the target to repurchase its own shares back from
the acquiring company, usually at a premium to the market price. Greenmail is usually
accompanied by an agreement that the acquirer will not pursue another hostile takeover attempt
of the target for a set period.

3. Leveraged Buyout(LBO)
In some cases, a target company buys all of its shares and converts to a privately held company
in a transaction called a leveraged buyout. In a leveraged buyout (LBO), the management team
generally partners with a private equity firm that specializes in buyouts.

4. Leveraged Recapitalization
A technique somewhat related to the leveraged buyout is the leveraged recapitalization. A
leveraged recapitalization involves the assumption of a large amount of debt that is then used to
finance share repurchases (but in contrast to a leveraged buyout, in a recapitalization, some
shares remain in public hands).

5. "Crown Jewel" Defense

After a hostile takeover is announced, a target may decide to sell off a subsidiary or asset to a
third party. If the acquisition of this subsidiary or asset was one of the acquirer's major
motivations for the proposed merger, then this strategy could cause the acquirer to abandon its
takeover effort

6. "Pac-Man" Defense
The target can defend itself by making a counteroffer to acquire the hostile bidder. This technique
is rarely used because, in most cases, it means that a smaller company (the target) is making a
bid for a larger entity.

Methods of financing mergers

In general a purchaser and a vendor will need to agree on three basic issues in regard to an acquisition:
i. Whether shares or assets are to be purchased
ii. Type of consideration
iii. Financial value

Type of Consideration
The means of transferring the financial value of the shares or assets of the business, the consideration,
can be satisfied in a combination of several alternatives:
1. Cash
2. Debt
3. Preference shares.
4. Ordinary shares.

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5. Debt and preference share consideration that can be convertible into ordinary shares.
6. Share and loan stock used as consideration are known as 'paper issues'.
7. If a share exchange is used the target company's shares are purchased using shares of the predator.

1. Cash
It is the most popular method (especially after stock market declines in early years.)

For the acquirer

Advantages Disadvantages

When the bidder has sufficient cash the Cash flow strain - usually either must borrow
merger can be achieved quickly. (increased gearing) or issue new shares in
order to raise the cash.

Cheaper: the consideration is likely to be less

than a share exchange, as there is less risk to
the shareholders.

Retains control of their company.

For the target shareholders

Advantages Disadvantages

Certainty about bids value Liable to CGT

Freedom to invest in a wide ranging Do not participate in new group.

portfolio.

The cash to fund the purchase may have been raised by a rights issue before the takeover bid.

2. Shares
It is the second most popular method.

For the acquirer

Advantages Disadvantages

No cash outflow Dilution of control

Bootstrapping - P/E ratio game can be played(Discuss later)

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For the target shareholders

Advantages Disadvantages

Postponement of CGT liability Uncertain value

Participate in new group

Choice of payment type

a) Sometimes investors are given a choice in the method of payment, with the logic that different forms
of payment might be attractive to different types of investor.
b) Could influence the success or failure of a bid.
c) Problematic for the bidder in that the cash needs and the number of shares to be issued is not known.
d) Capital structure may alter in an unplanned manner.
e) Ideally a bidder would like to tailor the form of the bid to that favored by major investors in the
targeted company.

Factors used to decide payment type

Predator and its shareholders Target company shareholders

i. Control i. Share price

if a large number of shares are issued shareholders want shares that will at least
then control of the company may alter retain their value
ii. Increases in authorized capital may be ii. Future investments
needed some shareholders may prefer shares to
iii. Increases in borrowing limits may be maintain an investment in the company
required iii. Taxation
iv. The cost to the company will vary with Liability may be deferred if the consideration
debt, equity and convertible loan stocks was in shares
v. There may be a dilution of earnings per iv. Income
share shareholders will want a minimum income
vi. The level of gearing resultant on an issue stream.
of debt to finance a cash acquisition may
be unacceptable.

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Business Valuation

Method of Valuation

Cash flow Market

Net Asset
based method
Relative based
model model

Dividend Free Cash Free cash Combine Valuation

Net asset P/E ratio Or Price/cash
Valuation flow to Firm flow to Company Based on
Value Earning Yield flow
model FCFF Equity FCFE Value APV

Calculated
Intangible
Value (CIV )

CASH-FLOW BASED METHOD

DIVIDEND VALUATION MODEL

The dividend valuation model (or growth model) suggests that the market value of a share is supported
by the present value of future dividends
Formula
MV = D0(1 + g) / (Ke g)
where:
MV = share price
g = future annual growth rate
D0 = dividend at Time 0
Ke = rate of return required by the equity shareholders

Three inputs have to be estimated if this approach is to be used: D0, g and Ke.

D0 This is the dividend that has either just been paid or is just about to be paid: it is the current dividend .

g = This is estimate by looking directly at the historical dividend growth rate and assuming this will
continue in the future.

OR Gordons growth approximation :

G=b x r
g = b x Cost of equity
where: b =( 1-dividend pay out ratio).
r= Cost of equity
Ke can be estimated using the capital asset pricing model: Required rate of return, Ke = Rf + (Rm
Rf)

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DIVIDEND VALUATION MODEL ( TWO METHODS)

Single Growth model:
MV = D0(1 + g) / ( Ke g)

Multiple Growth model:

Year 1 2 3 4-Infinity
Dividends D1 D2 D3 D3*(1+g)/Ke-g
D.F at Ke D.f of last year
Market Capitalisation= Mv/share number of shares

ASSUMPTIONS
It is assumed that current dividend payout ratio reflects the normal dividend capacity of business.
It is assumed that dividend will increase with constant growth for the foreseeable future.
Required return of investors (Ke) will remain constant for the foreseeable future.
Dividend Growth model estimates market value according to the non-controlling shareholders. In
order to get control of the company acquirer will have to pay some extra amount as control premium.

FREE CASH FLOWS

Scenario 1 : Single Growth Model.
Market Value of Business = FCFF (1 + g)
WACC g

Free Cash Flow from Firm

PBIT XX
Tax (X)
Depreciation X
W.Cap. Change (X)
CAPEX (X)
FCFF

Discount this using weighted average cost of capital.

Scenario 2: Multiple Growth Model

Year 1 2 3 4 5
FCFF (1 + g)
FCFF FCFF FCFF FCFF
WACC g
D.f of last year

P.V= Market Value of Business

Market Value of Equity = Market Value of Business Market Value of Debt

Historic Growth
Historic cost based on sales or operating profits.

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FCFE
Free Cash Flow To Equity
PBIT XX
Tax @ 30% (X)
Depreciation X
W.Cap. Change (X)
Interest ( 1 1) (X)
CAPEX (X)
FCFE

Discount using cost of equity

Scenario 1 Single Growth Model
Market Value of Equity = FCFE (1 + g)
Ke g

Scenario 2 Multiple Growth Model

Year 1 2 3 4
FCFF (1 + g)
FCFF FCFF FCFF FCFF
Ke-g
D.f of last year

P.V= Market Value of Equity

How to Calculate Growth in FCFE model

Historical Growth
Based on Sales or Operating profits

Gordon Growth
g=bxr
r = Cost of Equity
b= CAPEX
FCFE before CAPEX

Return on equity is not suitable therefore use cost of equity.

Assumptions of Free Cash Flows

It is assumed that level of free cash flows reflect the normal capacity of business.
It is assumed that free cash flows will grow with constant growth rate for the foreseeable future.
Required return of investors will remain constant.
It is company policy to have consistent re-investments in CAPEX.
Interest rate or Interest amount will remain constant (loan amount will be constant)
It is assumed that replacement CAPEX are equivalent to the annual depreciation (only when
mentioned in question).

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Asset Based Approach

The business is estimated as being worth the value of its Net Assets.
Net Assets = Total Assets Total Liabilities Preference Share Value

Adjustments:
Monetary assets: book value
Tangible assets:
Replacement value( if purpose is going concern)
Realizable Value( if purpose is of disposal)
Book value( if above values are not available)

Intangible Assets: consider if market value is available

Inventory: at NRV
Receivable: less any allowance for doubtful debt
Liabilities: redemption value

PROBLEMS & ADVANTAGES OF NET ASSETS METHOD

Problems of Net Assets Method
It does not consider future projects of a company.
It does not consider all intangibles of a company.
It cannot be used in service based industry.
Replacement cost is difficult to estimate.

Advantages of Net Asset Method

It can be used as floor value (minimum value) in mergers and acquisitions.
It is the only method used in case of liquidation.
It can be used as valuation method in asset intensive firm. e.g. real estate business.

CALCULATED INTANGIBLE VALUE (CIV) MODEL

Step 1: Identify suitable proxy company or industry return on capital employed.

Step 2

PBIT of Target Company XX

Capital Employed of target. x Industry ROCE (XX)
Excess earnings XX
Tax (XX)
After-tax Excess Earnings or value surplus XX

P.V of all intangibles = Excess Earnings (1-T)

WACC

Total Value = Capital Employed + P.V of Intangibles

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MARKET RELATIVE BASED APPROACH

Price/Earning Method / Earnings Multiple
This method relies on finding listed companies in similar businesses to the company being valued (the
target company), and then looking at the relationship they show between share price and earnings.

P/E ratio = Market Value of Share / Earnings per Share

Market Value of Target Company = Earnings per Share of Target Company X P/E Ratio of Proxy or
(Industry Average)

Adjustments.
Adjust earnings for one off exceptional items (After-tax).
If target company is a private company then downwards adjust the calculated market value because:
Public company has better image over private company
Public company shares are more marketable and liquid
Public company is less risky as compared to private company.

ADJUSTMENTS TO BE DONE WHEN USING THE PRICE TO EARNINGS RATIO

METHOD
If private company has better growth prospects then upwards adjust the calculated market value.
For better analysis use forecasted earnings.
MV of Target co=Forecasted Earnings x P/E Ratio of Industry
In exam we will calculate both values (using historic earnings and forecasted earnings) and suggest
that market value of the company should be in between.

INCOME BASED APPROACH

Earning Yield Method:
Earnings yield = Earnings per share/ Market value per share.
For example, if EPS was 1 per share and the market price per share was 10, then the earnings yield
would be 10%. Earnings yield is the mirror image of the PRICE-EARNINGS RATIO.

MARKET VALUE OF TARGET COMPANY/ SHARE = EPS OF TARGET COMPANY X

1/ EARNING YIELD (PROXY)
Problems of P/E ration method
Historical values used in calculations
Single year data is being considered
Difficult to find suitable proxy company

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OTHER MEASURES
Price to Cash Flow Ratio/ Cash flow multiple
M.V of target = Free cash flow of target x price to CF ratio of proxy

Price to Book Value/ Book Value Multiple

M.V of target = Book value of target x price to book value of proxy

Valuation Using Apv Method

Same Business Risk and Different Financial Risk:
Use Adjusted Present Value

Investment Side
Calculate free cash flows of target company and discount these free cash flows at un-geared cost of
equity.

FINANCING SIDE
Issue costs
Present value of tax shield
Present value of interest savings on subsidized loan.
Discount all of these using risk-free rate or cost of debt

Market value of business = Investing Side + Financing Side

Market value of equity = Market value of business market value of debt
Benefit = Market value of equity cost of acquisition

MARKET VALUE OF COMBINE BUSINESS

Different Business Risk and Different Financial Risk:
Market value of combined company
Step 1: Un-gear e of both acquirer and target company to calculate a.
Step 2: Calculated weighted average a using above calculated a weighting them according to their
current market values.
Step 3: Re-gear the calculated a (w.avg) using post acquisition gearing and calculate e.
Step 4: Calculate cost of equity using CAPM and WACC using post-acquisition gearing.
Step 5: Calculate combined free cash flows to the firm and using combined WACC, calculate
combined market value of business.

M.V of Equity = M.V of Business Total Debt

Synergy Benefit = Combined M.V M.V of Acquirer. M.V of Target
Synergy benefit= Maximum premium to be paid

Methods of Financing Mergers

Share for Share
Cash Offer
Bond Offer
Mix Offer (Cash + Share offer, cash + bond offer)

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Example
Market value of target company $5 per share, market value of acquirer $4 per share. Acquirer has offered
its 3 shares for every 2 shares of target company.
Calculate %age benefits for target company.

Solution:
Value Offered = 3 x 4 = $12.00
Value of Target = 2 x 5 = $10.00
Gain $2.00
Gain %age = 2/10 x 100 = 20%

Share for Share Exchange

Gain to Target Co
Value offer
(Based on combine value)
Value of target co
Gain

Gain to Acquirer
Post-acquisition value
Pre-acquisition value
Gain

Example
Market value of target company is $2.50, market value of acquirer $3.00, combined market value $4.00.
Acquirer has offered its 2 shares for every 3 shares of target company.

Requirement: Calculate %age gain to both the acquirer and target shareholders.

Solution:
Target: Value of Acq. Offer =2 x 4 = $8
Value of target = 3 x 2.5= $7.50

Gain %age = 0.5/7.5 = 6.67%

Acquirer:
Gain %age = (4 3)/3 x 100 = 33.33%

Combined Market Value

o Earning Based (P/E will be given, synergy/year given)
o Based on total synergy
o Based on combine free cash flow and combined WACC

Earning Based:
Combine Earnings = Acquirer Earnings + Target Earnings + Synergy/year
Combine Market Value = Combined Earning x P/E of Group
Combine M.V/Share =

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Combine M.V/ (Existing Shares of Acq. + New shares issued by acquirer)

Combine Market Value

Combine market value based on total synergy
M.V of Acquirer + M.V of target Co + Total Synergy = Combine M.V of Equity
Combine M.V/Share = Combine M.V/(Acq. Existing Shares + New Shares)

Combine market value based on free cash flows

Step 1:
Calculate Combine M.V by discounting FCFF with combined WACC.

Step 2:
Combined M.V of Equity = M.V of Business Total Debt M.V (consolidated Debt)
Combined M.V/Share = Combine M.V/ (Existing shares + New Shares)

CASH OFFER
Gain to Target Co
cash offer
Value of target co
Gain

Gain to Acquirer
Post-acquisition value
Pre-acquisition vale
Gain

Example:
Market value of target co. is $4/share. Acquirer has offered $5 each for every share of target company.
Calculate %age gain to the target company shareholders.
Cash Offer =5
Value of Target =4
Gain %age = x 100 = 25%

Combined Market Value

Calculate combine M.V using any method given.

Combine M.V/Share = Combine M.V Cash Paid

Existing Shares of Acquirer

Acquirer Post Acq. Value XX

Pre Acq. Value (XX)
Gain/ (loss) X

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BOND OFFER
Gain to Target Co
Bond offer/number of shares
Value of target co
Gain
Gain to Acquirer
Post-acquisition value
Pre-acquisition vale
Gain

Example:
M.V of target co. $4/Share. Acquirer has offered $110 worth Bond for every 20 shares of target co.

Calculate %age gain for target company shareholders.

M.V of Bond = 110/20 = $5.5
Value of Target = $4
Gain %age = 1.5/4 x 100 = 31.50%

STEPS
Combine Market Value (In-order to calculate acquirers gain)

Calculate combined market value using given method

Combine M.V/Share = Combine M.V M.V of Bond

Acquirer Existing Shares

Acquirer Post Acq. Value XX

Pre Acq. Value (X)
Gain X

MIX OFFER
Example: Market value of target company $5 per share. Company has offered $107 worth bond for 25
shares of target company plus $1.50 cash for every share of target company.

Requirement: Calculate %age gain to the target company.

Value of Offer
Shares 107/25 4.28

Cash 1.50

5.78

Value of target (5.00)

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Gain 0.78

Gain percentage 15.60%

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Reverse Takeovers An Explanation

An RTO involves a smaller quoted company taking over a larger unquoted company by a share-for-share
exchange. In order to acquire the larger unquoted company, a large number of shares in the quoted
company will have to be issued to the shareholders of the larger unquoted company. Hence, after the
takeover the current shareholders in the larger unquoted company will hold the majority of the shares in
the quoted company and will therefore have control of the quoted company.

On completion of an RTO, it is usual for the quoted company to be managed by the senior management
team from the previously unquoted company and to take the name of the previously unquoted company.
Through the RTO, the previously unquoted company has effectively achieved a listing on the stock
exchange.

It is worth noting that in the USA, the term 'reverse merger' is often used as opposed to the term reverse
takeover.

As ever, there are many variations on the basic idea. For instance, an RTO may involve a quoted
company, which is actively trading, or a shell company, which is not actively trading.

RTOs have often been deemed to be the poor mans initial public offering (IPO) perhaps due to US
studies showing that companies achieving a listing through a reverse merger generally have lower
survival rates and underperform compared to companies who have achieved their listing through a
traditional IPO.

REVERSE TAKEOVERS THE POTENTIAL BENEFITS

As previously stated, an RTO is effectively a way that a currently unquoted company can achieve a
listing. Hence, just as with an IPO, the company obtains the benefits of the public trading of its securities.

These benefits include:

Easier access to capital markets
As a listed company, more finance is likely to be available and the cost of that finance is likely to be
lower than if the company was still unquoted.
Higher company valuation
As the shares in the company will be listed, potential investors will deem the shares to be less risky
as the company will have to abide by the relevant rules and regulations. Additionally, they will know
that the shares are liquid and that whenever they wish to sell there will be a willing buyer. As a result
of this, investors are likely to attribute a higher value to the shares.
Enhanced ability to carry out further takeovers
Once the shares in a company are listed, the company is able to acquire other companies through
further share-for-share exchanges.
Enhanced ability to use share based incentive plans
Once the shares of a company are listed, share based incentive plans can be used as a key tool to
attract and retain good quality employees.

In addition to the above, an RTO has a number of other potential benefits when compared to a normal
IPO.

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These include the following:

Speed
An IPO can often take between one and two years to complete whereas an RTO can be completed in
as little as 30 days. Furthermore, the work required to complete an IPO can mean that the managers
of a company have less time to run the company, which may prove detrimental to the growth
prospects of the company.

The variability of market conditions can also make the speed of an RTO attractive, as in the time
taken to prepare for an IPO, the market may deteriorate such that the IPO is not finally worth
completing.

Furthermore, particular circumstances in a market may make RTOs attractive. For instance, in China
the IPO process is notoriously slow and there is usually a significant queue of companies waiting to
carry out an IPO. An RTO allows a company to jump this queue.

REVERSE TAKEOVERS THE POTENTIAL BENEFITS - CONTINUED

Cost
Just as an IPO is a time-consuming process, it is also an expensive one due to the volume of work
required by investment banks, sponsors, accountants and other advisers. An RTO will usually, but not
always, cost less.

Availability
In a market downturn it is not easy to convince investors to support an IPO, whereas this does not
seem to be the case with RTOs. Studies have shown that the volume of RTO transactions is far more
resilient to market downturns. During the market correction that followed the bursting of the dotcom
bubble, the number of RTOs actually increased while the number of IPOs fell very significantly.

Similarly, the fall in the number of RTOs was less than the fall in the number of IPOs following the
more recent financial crisis. This is probably because, with an RTO, the deal is fundamentally
between the shareholders of the quoted and unquoted companies involved and, hence, market
sentiment has much less import.

Furthermore, while an RTO is often accompanied by a concurrent secondary offering to raise new
finance, the amount of new finance being raised in both $ and % terms is usually less than that which
is raised during an IPO. Hence, even in a downturn, investors are often more willing to support an
RTO rather than an IPO.

Existing analyst coverage

A listed company subject to an RTO is likely to have existing analyst coverage and, after the RTO,
this analyst coverage usually continues. However, companies that use an IPO may struggle to get
significant analyst coverage especially if they are smaller. Without reasonable analyst coverage,
potential investors may not have much awareness of the company and, hence, are unlikely to want to
invest in the company.

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REVERSE TAKEOVERS THE POTENTIAL DRAWBACKS

RTOs do, however, have a number of potential drawbacks when compared to an IPO and any company
considering an RTO should be aware of these.
Lack of expertise
A company achieving a listing through an RTO may find that it does not have the expertise to
understand and deal with all the regulations and procedures that listed companies must comply with.
The long process of listing through an IPO can be viewed as a valuable training period and any
company that has been through the process is in a better position to deal with the requirements of the
exchange than a company catapulted onto the market through an RTO. Hence, any company
considering an RTO must consider the need to hire and/or retain staff from the existing listed
company who are able to keep the company compliant with all the relevant regulations.
Reputation
As previously discussed, an RTO has often been viewed as a poor mans IPO. Hence, companies
that achieve their listing in this way may be viewed less favorably by investors than companies that
have completed an IPO.
Risk
As a result of the lower level of scrutiny that is applied to an RTO compared to an IPO, investors must
be aware of the higher level of risk that is attached to companies achieving a listing in this way. In
particular, the unquoted company carrying out an RTO must ensure that there is a thorough
investigation of the listed company which they are taking over so that all potential problems and
liabilities are revealed.
Regulation
Although RTOs can generally be completed more quickly than an IPO as there is less regulation and
scrutiny involved, it must be recognized that there are still a significant amount of regulatory hurdles
to overcome.

REVERSE TAKEOVERS THE POTENTIAL DRAWBACKS

Regulation - continued
It should be understood that RTOs are, to some extent, combinations of acquisitions and IPOs and, as
such, are potentially complex and difficult deals to manage. By way of example, two regulatory issues that
may arise are now discussed:
Suspension
The Financial Conduct Authoritys (FCA) standard view is that when an RTO is announced or leaked,
there will generally be insufficient information publicly available on the proposed transaction. In
particular, information on the unquoted company contemplating the takeover could well be limited
compared to the information that is available on listed companies. As a result of this, the listed
company will not be able to accurately assess its financial position and inform the market. Hence, the
FCA will often consider that a suspension of trading in the shares is appropriate. This standard view
can be rebutted, but there is significant work required to achieve this. However, this work is essential
as the listed company will not want to contemplate a scenario where its listing is suspended and is
quite likely to walk away from the proposed transaction were this to occur.

Mandatory offer
If, individually or with their closely connected persons or friends, any shareholder in the unquoted
company carrying out an RTO will on completion of the transaction hold shares that carry 30% or
more of the voting rights of the listed company, then that shareholder will be required to make a
general cash offer for the remaining shares in the listed company under the mandatory bid rule. This
would obviously undermine the reason for doing the RTO in the first place. While the takeover panel

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will usually consent to a waiver of this requirement as long as certain conditions are satisfied, it is
another regulatory obstacle which must be navigated around carefully.

Share price decrease

Many listed companies which could make potential RTO targets are in that position because of past
problems. Hence, they may have shareholders who are keen to exit from the company as soon as a
suitable opportunity arises and, hence, they may dump their shares shortly after the RTO has
completed. To safeguard against the risk of a dump occurring, the shareholders may need to guarantee
that they will not sell their shares until a certain period of time has elapsed since the deal is completed.
This is called a lock-up and/or a lock-up period.

REVERSE TAKEOVERS THE POTENTIAL DRAWBACKS

Cost
While a reverse takeover is usually cheaper than an IPO, there are still significant direct and indirect costs
involved and, hence, the total cost can easily be far more than was originally anticipated. A number of
these costs are now considered:

Regulatory costs
As mentioned previously, an RTO is a complex transaction and to ensure that the regulatory hurdles
are successfully overcome will incur significant cost.

Acquisition cost
As a result of an RTO being seen as an easier and quicker option than an IPO, especially in the
Chinese market, the value of potential listed company targets are often at a significant premium to
their true value.

Acquisition cost - continued

Furthermore, the pressure to find a target has resulted in some unusual combinations such as a
mobile computer game developer getting listed through the acquisition of a shoe company! It is hard
to imagine there were any synergy gains available here and, indeed, resolving cultural and other
issues that may well have arisen would have further added to the indirect cost of achieving the listing.

Investor relations
Although an RTO may benefit from existing analyst coverage, RTO transactions only really introduce
liquidity to a previously private company if there is real investor interest in the company. In many
cases, in order to generate this interest, a comprehensive investor relations and investor marketing
programme will be required. This is another potential indirect cost of an RTO.

CONCLUSION
As with anything that seems too good to be true, it must be recognized that an RTO is not without
significant complication and cost. Just as there is no such thing as a free lunch, there is also no easy way
to achieve a listing.

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Corporate Restructuring

TYPES OF RECONSTRUCTION
Financial Reconstruction
It involves changing the capital structure of the firm.
It also includes Leveraged Recapitalization, Leveraged Buy-Outs and Debt for Equity swap.

Portfolio Reconstruction
It involves making additions to or disposals from companies businesses.
It includes Divestments, Demergers, spin-offs or management buy-outs.

Organizational Reconstruction
It involves changing the organizational structure of the firm.

Financial Restructuring

Reasons:
Company going towards Default
Reconstruction for Value Creation
Facing Downfall so restructure to improve performance
No innovation in products
Statutory and Legal Compliance

Steps :- It is assumed that company is no longer operational.

Prepare a Liquidation Statement and calculate what each party gets if the company were to go in
Liquidation.

Liquidation Statement
Realizable value of Assets XX
Liquidation Fees (xx)
Redundancy Cost (xx)
Secure Creditors (xx)
Unsecured Creditors
Trade Payable (xx)
Overdraft (xx)
Preference shares
XX
Ordinary Shares

Steps: - Bond Holders/Banks are risk averse in nature therefore will not be ready
to take up risk.

Evaluate the effects of Restructuring Proposals on the following,( you may have to calculate in exam )
Fund Flow Forecasts (Cash Inflow & Cash Outflow) from additional resources and investments
Forecasted Earning per Share

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Market value on the basis of forecasted Cash Flows and P/E Ratios.

Analyze the Restructuring Proposal and check whether the parties will be better off under the proposed
scheme compare to liquidation.
Increase in interest rate from existing level
Offer higher nominal value to existing bondholders
Offer majority shares to debt holders.
Offer security to unsecured to debt holders
Fixed Charge offered to existing floating charge debt holders.

CONCLUSION: Come to conclusion and discuss whether it is a successful restructuring scheme or not.
Leveraged Recapitalization
In leveraged Recapitalization a firm replaces the majority of its equity with a package of debt
securities.
The high level of debt in the company discourages other companies to make take-over bids.
Companies should be
Relatively debt free
Consistent cash flows

Debt/Equity Swaps
The value of the swap is determined usually at current market rates.
Management may offer higher exchange values to share- and debt holders to force them participate
in the swap.

Leveraged buy-outs (LBOs)

It refers to the takeover of a company that utilizes mainly debt to finance the buyout and company is
de-listed.
A small group of individuals, possibly including existing shareholders and/or management buys all the
company's shares.
Advantages
Protection from Share price movement
No hostile bids
Focus on Long-term performance
Minimized agency costs

Disadvantages
Shares dont trade publicly anymore.
Bankrupt if the cash flow risk is too high.

Unbundling is a process by which a large company with several different lines of business retains one or
more core businesses and sells off the remaining assets, product/service lines, divisions or subsidiaries.
Unbundling is a Portfolio Restructuring Strategy.
It includes the following:

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Business Re-Organization

Divestment Demergers Sell - Offs

Spin - Off Carve Outs

Management Buy Out

Unbundling
Divestments
Divestment is the partial or complete sale or disposal of physical and organizational assets, the
shutdown of facilities and reduction in workforce in order to free funds for investment in other areas of
strategic interest.

Divestments are undertaken for a variety of reasons. They may take place as a
Corrective action in order to reverse unsuccessful previous acquisitions.
Divestments may also be take place as a response to a cyclical downturn in the activities of a
particular unit or line of business. normally to reduce costs or to increase return on assets

Demergers
A demerger is the splitting up of corporate bodies into two or more separate bodies, to ensure share
prices reflect the true value of underlying operations.
A demerger is the opposite of a merger. It is the splitting up of a corporate body into two or more separate
and independent bodies.

Advantages of demergers
The main advantage of a demerger is its greater operational efficiency and the greater opportunity to
realize value. A two-division company with one loss making division and one profit making, fast
growing division may be better off by splitting the two divisions. The profitable division may acquire a
valuation well in excess of its contribution to the merged company.

Disadvantages of demergers

Economies of scale may be lost.

The smaller companies which result from the demerger will have lower turnover, profits and status than
the group before the demerger.

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There may be higher overhead costs as a percentage of turnovers.

The ability to raise extra finance, especially debt finance, to support new investments and expansion
may be reduced.

Vulnerability to takeover may be increased.

Sell-offs
A sell-off is the sale of part of a company to a third party, generally for cash.

A sell-off is a form of divestment involving the sale of part of a company to a third party, usually another
company. Generally, cash will be received in exchange.

Reasons for Sell-Off

As part of its strategic planning, it has decided to restructure, concentrating management effort on
particular parts of the business. Control problems may be reduced if peripheral activities are sold off.
It wishes to sell off a part of its business which makes losses, and so to improve the company's
future reported consolidated profit performance.
In order to protect the rest of the business from takeover, it may choose to sell a part of the
business which is particularly attractive to a buyer.
The company may be short of cash.
A subsidiary with high risk in its operating cash flows could be sold.
A subsidiary could be sold at a profit.

Liquidations
The extreme form of a sell-off is where the entire business is sold off in liquidation. In a voluntary
dissolution, the shareholders might decide to close the whole business, sell off all the assets and
distribute net funds raised to shareholders.

Spin-offs
In a spin-off, a new company is created whose shares are owned by the shareholders of the original
company which is making the distribution of assets.

In a spin-off, there is no change in the ownership of assets, as the shareholders own the same
proportion of shares in the new company as they did in the old company.

Reasons:
a) The change may make a merger or takeover of some part of the business easier in the future, or
may protect parts of the business from predators.
b) There may be improved efficiency and more streamlined management within the new structure.
c) It may be easier to see the value of the separated parts of the business now that they are no longer
hidden within a conglomerate.
d) The requirements of regulatory agencies might be met more easily within the new structure.

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Carve-Out
A carve-out is the creation of a new company, by detaching parts of the company and selling the shares
of the new company to the public.

In a carve-out, a new company is created whose shares are owned by the public with the parent
company retaining a substantial fraction of the shares.

Parent companies undertake carve-outs in order to raise funds in the capital markets. These funds can be
used for the repayment of debt or creditors or it can be retained within the firm to fund expansion. Carved
out units tend to be highly valued.

Management buy-outs (MBOs)

A management buy-out is the purchase of all or part of the business by its managers.

The main complication with management buy-outs is obtaining the consent of all parties involved.
Venture capital may be an important source of financial backing.

A management buy-out is the purchase of all or part of a business from its owners by its managers.

Reasons for a management Buy-out

The subsidiary may be peripheral to the group's mainstream activities, and no longer fit in with the
group's overall strategy.
The group may wish to sell off a loss-making subsidiary, and a management team may think that
it can restore the subsidiary's fortunes.
The parent company may need to raise cash quickly.
The best offer price might come from a small management group wanting to arrange a buy-out.
When a group has taken the decision to sell a subsidiary, it will probably get better co-operation from
the management and employees.
The sale can be arranged more quickly than a sale to an external party.
The selling organization is more likely to be able to maintain beneficial links with a segment sold to
management rather than to an external party.

Problems with buy-outs

Managers may have little or no experience of entrepreneur skills.
Difficulties in deciding on a fair price to be paid
Convincing employees of the need to change working practices
Inadequate cash flow to finance the maintenance and replacement of tangible fixed assets
The maintenance of previous employees' pension rights
Accepting the board representation requirement that many sources of funds will insist upon
The loss of key employees.
Maintaining continuity of relationships with suppliers and customers

Advantages of MBOs to disposing company

To raise cash quickly to improve liquidity.
Known buyer
If subsidiary is loss making then sale to management will be better financially than liquidation

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Better publicity

Advantages of MBOs to management

It preserves their jobs.
It offers a chance to become owner of the company
It is quicker than starting a similar business from scratch
They can carry out their own strategies, no longer required approval from head office.
They have detail knowledge and relevant skills.

Buy-ins
'Buy-in' is when a team of outside managers, as opposed to managers who are already running the
business, mount a takeover bid and then run the business themselves.

A management buy-in might occur when a business venture is running into trouble, and a group of
outside managers see an opportunity to take over the business and restore its profitability.

They may bring fresh ideas and experience.

They may bring better finance for company.

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Foreign Currency Risk Management

FOREX

How to Convert How Currency Types of Foreign Risk Hedging Methods

Currency Fluctuates

RISK MANAGEMENT

EXCHANGE RATE CONVERSION

Bid Offer/ask
Bank Buy Bank Sell
1.2320 $/ 1.2324 $/

When dealing with converting Foreign currency, it is important to consider the following points
Always consider yourself at Adverse Position

In case of Receipt (Lower In case of Payments (Higher

Receipt) Payment)

In Currency Division
Divide with Higher
In case of Receipt, Sell Currency, Exports, Gain or Income Currency Rate

In case of Payment, Buy Currency, Import, Loss or Expense

Divide with Lower
Currency Rate

HOW CURRENCY FLUCTUATES

Supply & Demand
Export and Import
Foreign Direct Investment (FDI)
Foreign Currency Loans

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PURCHASING POWER PARITY (PPP)

According to PPP the exchange rate between two currencies can be explained by the difference between
inflation rated in respective countries.

PPP says country with HIGH inflation rate normally faces the decrease in its currencies value and a
country with a LOW inflation rate has an expectation of increase in its currencies value.

The businesses normally use PPP for calculation of expected spot rate against the forward rate offered
by banks.

Expected spot rate Future Spot rate= current spot rate ( 1+ inflation of first currency)
nd
(1 + inflation of 2 currency)

INTEREST RATE PARITY (IRP)

This concept says that the difference between 2 currencies worth can be explained by interest rate
structure in the countries of these 2 currencies.

According to IRP a country with a high interest rate structure normally has a currency at discount in
relation to another currency whose country has a low interest rate structure & vice versa.

HIGH INTEREST in country LOWER will be the value of currency

LOWER INTEREST in country HIGHER will be the value of currency

We can predict forward rate between two currencies by using interest rate parity concept as follows;

Forward rate Forward rate= current spot rate (1+ interest of first currency)
nd
(1 + interest of 2 currency)

FISHER EFFECT
This concept tells us the relation between interest rate and inflation.

It assumes that real interest rate between two economies is same and nominal interest rates are different
because of inflation.
Countries with relatively high rate of inflation will generally have high nominal rates of interest, partly
because high interest rates are a mechanism for reducing inflation.
USA 1+nominal (money) rate] = [1+ real rate] x [1+ inflation rate]
UK 1+nominal (money) rate] = [1+ real rate] x [1+ inflation rate]

TYPES OF FOREIGN EXCHANGE RISK

TRANSLATION RISK
Translation risk refers to the possibility of accounting loss that could occur because of foreign
subsidiary, as a result of the conversion of the value of assets and liabilities which are denominated in
foreign currency, due to movements in exchange rate.
This risk is involved where a parent company has foreign subsidiaries in a depreciating currency
environment.

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TRANSLATION RISK HEDGING

Arrange Maximum Borrowing in Subsidiary Co. currency.
Maintain Surplus Assets in Parent Co. currency which will reduce the overall exposure of Translation
risk.

METHODS OF HEDGING FOREX RISK

ECONOMIC RISK
Long-term movement in the rate of exchange which puts the company at some competitive
disadvantage is known as economic risk.
E.g. if competitor currency starts depreciating or our company currency starts appreciating.
It may affect a companys performance even if the company does not have any foreign currency
transactions.

ECONOMIC RISK HEDGING

Shift manufacturing to cheaper labor areas
Create innovative and differentiate units to create brand loyalty
Diversify into new products and into new markets

TRANSACTION RISK - INTERNAL HEDGING METHOD

TRANSACTION RISK
Transaction risk refers to adverse changes in the exchange rate before the transaction is finally
settled.
Invoice in Home Currency

Suitability: Monopoly power & customer has no option. Supplier agrees to invoice in your currency.
Matching Foreign Currency (Receipts and Payments)
Timing and currencies should be same
Netting

NETTING
Netting is a process in which all transaction of group companies are converted into the same currency
and then credit balances are netted off against the debit balances, so that only reduced net amounts
remain due to be paid or received.

Step 1:
Convert all transactions of group companies or in case of multilateral netting the other non-group
companies in to the same currency (normally the parent Co currency.

Step 2:
Prepare the Transaction matrix ( Netting Table )

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Step 3:
Companies with negative balance will pay the amounts to companies having positive balance.

USA UK Europe Total Receipts

Receipts USA
Read Across UK
Europe
Total Payments
Net Amounts

TRANSACTION RISK - EXTERNAL HEDGING METHOD

Forward Contract :
A forward contract is an agreement made today between a buyer and seller to exchange a specified
quantity of an underlying asset at a predetermined future date, at a price agreed upon today.

Example
Home Currency is British Pound , Exports receipts = $ 500,000 after six months

Spot Rate = 1.30 1.31 $/

Six month forward rate = 1.32 1.33 $/

Expected Net Receipt if Forward Contract is taken = $500,000/1.33 = 375,940

Adjustment:
3 month forward 1.28 $/
8 month forward 1.38 $/
6 month forward ?

TRANSACTION RISK - EXTERNAL HEDGING METHOD

Money Market Hedging:

Foreign Currency Receipts / Exports

Steps:
a) Calculate present value of foreign currency using borrowing rate of foreign currency and take loan of
this amount.
Present Value = Foreign Currency amount
(1+ borrowing rate of FCY)

a) Convert that present value into home currency using spot exchange rate.
b) Deposit the home currency at the deposit rate of home currency.
Total receipts= Home currency ( 1 + lending rate of HCY )

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FOREIGN CURRENCY PAYMENTS / IMPORTS

Steps:
a) Calculate present value of foreign currency using lending rate of foreign currency and deposit that
amount.
Present Value = Foreign Currency amount
(1+ lending rate of FCY)

a) Convert that present value into home currency using spot exchange rate.
b) Borrow the home currency at the borrowing rate of home currency.
Total payment= Home currency (1 + borrowing rate of HCY )

TRANSACTION RISK - EXTERNAL HEDGING METHOD

Derivatives:
Future Settlement
Initial amount to be paid is nil or low
Drive their value from some underlying
Traded in two types of market
(Over the counter Market & Exchange Traded)

Over-the-Counter Derivatives Exchange-Traded Derivatives

Customized Contracts
Any Amount
Available in any Currency
Settlement on any date
No Initial margin requirement
Gain or Loss settled on daily basis using Mark
Gain or Loss settled at maturity
High Risk of Default
Counter Party is another Investor
E.G FORWARD CONTRACTS
Standardized Contracts
Standardized Contract Size (e.g. $ 62,500)
Major Currencies
Settlement Date Mar/Jun/Sept/Dec
Initial Margin Requirement
to Market
No Risk of Default
Counter Party is clearing house.
E.G FUTURE CONTACTS

TRANSACTION RISK - EXTERNAL HEDGING METHOD

FUTURE CONTRACT
Futures are standardized contracts traded on a regulated exchange to make or take delivery of a
specified quantity of a foreign currency, or a financial instrument at a specified price, with delivery or
settlement at a specified future date.
They are Exchange Traded derivatives contracts.
Standardized contract sizes and are available in only major currencies
There are four settlement dates MAR/JUNE/SEPT/DEC.

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FUTURE CONTRACT
Step 1:
Identify the amount of currency to be hedged

Step 2:
Decide whether to buy or sell future
If you want to buy currency Buy that currency future
If you want to sell currency Sell that currency future
Think according to the contract size currency

Step 3:
Identify the settlement date expiring immediately after the payment is due to be paid or received

Step 4:
Calculate no of contracts Transaction Amount/Contract Size

If transaction currency is different from the contract size currency then using future rate convert
that transaction amount currency into the same currency of contract size.

Step 5:
Calculate Basis Risk.
BASIS = Current Spot rate Opening Future Rate

Remaining Basis =( Difference/Total months)* remaining months

Basis Risk Its the risk that current spot will not reduce over the time to exactly match the opening future
rate.

Lock in Rate= opening future rate Remaining Basis ( opposite to normal rule )

Convert the foreign currency into home currency using Lock in rate.

OPTION CONTRACT
Currency options give the buyer the right but not the obligation to buy or sell a specific amount of
foreign currency at a specific exchange rate (the strike price) on or before a predetermined future
date.
For this protection, the buyer has to pay a premium.
A currency option may be either a call option or a put option
Currency option contracts limit the maximum loss to the premium paid up-front and provide the buyer
with the opportunity to take advantage of favorable exchange rate movements.

TYPES:
CALL OPTION Right to buy at a specified rate
PUT OPTION Right to sell at a specified rate
OPTION BUYER OPTION HOLDER LONG POSITION
OPTION SELLER OPTION WRITER SHORT POISTION
American Option can be exercised at any time before maturity

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European Option can be exercised at maturity only.

OPTION CONTRACT
Step 1:
Identify the amount of currency to be hedged

Step 2:
Decide whether to buy Call or Put
If you want to buy any currency in future call
If you want to sell any currency in future put
Think according to the contract size currency

Step 3:
Identify the settlement date expiring immediately after the payment is due to be paid or received

Step 4:
Identify the exercise price

Step 5:
Calculate the no of contracts =
(Foreign Currency Amount/ Exercise Price) / Contract Size

Step 6:
Calculate the premium cost = No of contract x Contract size x Premium
If premium answer is not in your home currency then using current spot rate convert it into home
currency.

Step 7:
NOTE: It is assumed that option will be exercised.
Exercise the option
Over or under hedge amount
Premium
Net Amount

CURRENCY SWAP
A currency swap is an agreement in which two parties exchange the principal amount of a loan and the
interest in one currency for the principal and interest in another currency.

At the inception of the swap, the equivalent principal amounts are exchanged at the spot rate.

During the length of the swap each party pays the interest on the swapped principal loan amount.

At the end of the swap the principal amounts are swapped back at either the prevailing spot rate, or at a
pre-agreed rate such as the rate of the original exchange of principals. Using the original rate would
remove transaction risk on the swap.

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FIXED FOR FIXED SWAP

An American company may be able to borrow in the United States at a rate of 6%, but requires a loan in
rand for an investment in South Africa, where the relevant borrowing rate is 9%. At the same time, a
South African company wishes to finance a project in the United States, where its direct borrowing rate is
11%, compared to a borrowing rate of 8% in South Africa.

Each party can benefit from the other's interest rate through a fixed-for-fixed currency swap. In this case,
the American company can borrow U.S. dollars for 6%, and then it can lend the funds to the South
African company at 6%. The South African company can borrow South African rand at 8%, and then lend
the funds to the U.S. Company for the same amount.

CROSS CURRENCY PLAIN VANILLA SWAP/FIXED FOR FLOATING SWAP

Barrow Co, a company based in the USA, wants to borrow 500m over five years to finance an
investment in the Eurozone.

Todays spot exchange rate between the Euro and US $ is 11200 = $1.

Barrow Cos bank can arrange a currency swap with Greening Co. The swap would be for the principal
amount of 500m, with a swap of principal immediately and in five years time, with both these exchanges
being at todays spot rate.

Barrow Cos bank would charge an annual fee of 0.4% in for arranging the swap.

The benefit of the swap will be split equally between the two parties.

The relevant borrowing rates for each party are as follows:

Barrow Co Greening Co
USA 3.6% 4.5%
Eurozone EURIBOR + 1.5% EURIBOR + 0.8%

Barrow Co Greening Co Swap Combinations

USA 3.6% 4.5% EURIBOR+6%
Eurozone EURIBOR + 1.5% EURIBOR + 0.8% EURIBOR+4.4%
Gain on swap 1.6%
Bank fee (0.2%) (0.2%) (0.4%)
Final gain 0.6% 0.6% 1.2%

Barrow Co Greening Co
Barrow Co borrows 3.6%
Greening Co borrows EURIBOR + 0.8%
Swap
Greening Co receives (EURIBOR)
Barrow Co pays EURIBOR
Barrow Co receives (2.9%)

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Greening Co pays 2.9%

Net result EURIBOR + 0.7% 3.7%
Bank fee 0.2% 0.2%
Overall result EURIBOR + 0.9% 3.9%

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Interest Rate Risk Management

Interest rate risk (IRR) can be explained as the impact on an institutions financial condition if it is exposed
to negative movements in interest rates.

This risk can either be translated as an increase of interest payments that it has to make against
borrowed funds or a reduction in income that it receives from invested funds.

METHODS OF HEDGING INTEREST RATE RISK

Forward rate Agreement (FRA)

Interest Rate Future
Options
Interest Rate Swaps
CAP, FLOOR & COLLAR

FORWARD RATE AGREEMENT (FRA)

FRA is a contract in which two parties agree on interest rate to be paid on a notional amount at a
specified future time.
The buyer of FRA is partly wishing to protect itself against a rise in rates while the seller is a party
protecting itself against an interest rate decline.
FRAs can be used to hedge transactions of any size or maturity and offer an alternative ta interest
rate futures for hedging purpose.
FRAs do not involve any margin requirements.

Forward Rate Agreement (FRA)

A co, can enter into a FRA with a bank that fixes the rate
Of interest for borrowing at a certain time in the futures.

If the actual interest rate proves to be

Higher than the rate agreed lower than the rate agreed

The bank pays the co, the The co, pays the bank the
difference difference

FORWARD RATE AGREEMENT

It is 30 June. Lynn plc will need a 10 million 6 month fixed rate from 1 October. Lynn wants to hedge
using an FRA. The relevant FRA rate is 6% on 30 June.
a) State what FRA is required

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b) What is the result of the FRA and the effective loan rate if the 6 month FRA benchmark rate has
moved to
1. 5%
2. 9%

Solution
a) The forward rate agreement required is 3-9.
b)
(i) At 5% because interest rates have fallen, Lynn plc will pay the bank:

FRA payment 10 million x (6% - 5%) x 6/12 (50,000)
Payment on underlying loan 5% x 10 million x 6/12 (250,000)
Net payment on loan (300,000)
Effective interest rate on loan 6%

(ii) At 9% because interest rates have risen, the bank will pay Lynn plc

FRA receipt 10 million x (9% - 6%) x 6/12 150,000
Payment on underlying loan at market rate 9% x 10
(450,000)
million x 6/12
Net payment on loan (300,000)
Effective interest rate on loan 6%

INTEREST RATE FUTURE

IMPORTANT TERMS
a) BUY FUTURE RIGHT TO RECEIVE INTEREST (DEPOSIT)
SELL FUTURE RIGHT TO PAY INTEREST (BORROW

b) PRICE OF THE CONTRACT IS DETERMINED AS (100 r)

r = Libor interest rate
If Libor 11% = (100-11) =89
If Libor 5% = (100-5) =95

c) TICK VALUE=CONTRACT SIZE X 0.01 % x 3/12

d) Settlement date = March, June, September & December
e) Contract size= standardized normally in 500000, 1000000.
f) Basis risk = Current spot rate( current Libor) opening future rate

Remaining Basis =( Difference/Total months)* remaining months

Closing future = Closing Spot ( closing Libor) Remaining Basis ( based on Trend )

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Basis Risk Its the risk that current spot will not reduce over the time to exactly match the opening future
rate.
g) No. of contracts
= amount of loan /deposit x time period of loan
Contract size 3

METHODS OF HEDGING INTEREST RATE RISK

STEPS:
Identify the borrowing or lending amount.
Decide whether to buy or sell future
If you want to receive interest = buy future=Lender
If you want to pay interest = sell future=Borrower
Identify the settlement date expiring immediately after the loan is taken
No of Contracts = amount of loan /deposit x time period of loan
Contract size 3
Basis risk = Current spot rate( current Libor) opening future rate
Remaining Basis =( Difference/Total months)* remaining months
Closing future = Closing Spot (closing Libor) Remaining Basis ( based on Trend )
Close the future contract by comparing opening future with the closing future and calculate gain or
loss.
Opening future rate xx
Closing future rate xx
Gain/Loss xx
Borrow from market
(Actual Interest + Spread) x months/12 x loan amount
Actual Amount Borrowed = xx
Gain/Loss Future = xx/(xx)
Effective Cost xx

Advantages of futures
An important advantage of futures as a hedging instrument is the flexibility of closing a position at any
time before delivery date, so that the hedge can be timed to match exactly the underlying borrowing,
lending or investment transaction. In contrast, the settlement date or exercise date for FRAs and
European-style interest rate options is set for an exact date when the transaction is arranged; giving
the user no timing flexibility should the loan or investment date be slightly delayed or brought forward.
The user of futures also has the opportunity to benefit from current market prices, should these seem
particularly favorable, by closing a position before the loan or investment takes place.

Disadvantages of futures
Initial margins and variation margins tie up cash in deposits for the sale or purchase transaction until
the futures position is closed.
There can be a considerable amount of administrative work to manage futures positions efficiently.
Futures are a short-term hedging method, and most contracts traded on an exchange are for the next
one or two delivery dates. The range of available interest rate contracts is fairly limited and restricted
to the major currencies.

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OPTION ON INTEREST RATE FUTURE

An interest rate option is an option on a notional borrowing or a deposit which guarantees a minimum or a
maximum rate of interest (called strike price) for the option holder. The option is settled in cash.
This product is available on payment of an upfront fee called a premium.

STEPS:
Identify the amount of borrowing/lending
Decide whether to Buy Call or Put Option
Call option=Right to buy= Buy future=If you want to receive interest=Lender
Put option= Right to Sell= Sell future=If you want to pay interest =Borrower
Identify the settlement date expiring immediately after the loan is taken
Identify the best Exercise Price
Select lower Put Option Exercise Price interest rate + Premium Cost
Select higher Call Option Exercise Price interest rate - Premium Cost
No of Contracts = Amount/Contract Size x Duration / 3
Calculate Premium Cost = ticks x tick value x number of contracts
Decide whether to exercise the option or not by comparing strike price with basis adjusted closing
future price.
Actual Borrowing or lending in market
(Closing libor + Spread) =xx
Gain on option = xx/(xx)

Premium Cost =x

Effective Cost xx

METHODS OF HEDGING INTEREST RATE RISK

Interest Rate CAPS
An interest rate cap is a series of borrowers option which sets the limit on maximum interest rate.
A CAP fixed the interest rate to be paid on the borrowing.
JAN MAR JUN
CAP @ 6% 6% 6%
Interest Rate (Market) 8% 9% 4%*
2% (Gain) 3% (Gain)

*Interest rate will be paid at 4% as Cap will not be exercised

High upfront premium Cost

Interest Rate FLOOR
An interest rate floor is a series of Lenders options, that protects the lender against a decline in the
floating interest rates. A floor guarantees that the interest rate received on a deposit will not be less
than a specified level.

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High upfront premium Cost

JAN MAR JUN
Floor @ 6% 6% 6%
Interest Rate 4% 5% 9%

Interest rate will be received at 9% 2% (Gain) 1% (Gain)

- (Not Exercised)

An interest rate collar is a combination of a cap and a floor transacted simultaneously.

BORROWER COLLAR
E.g. put option is bought at 95.00(5% exercise price).
Buy Cap
Whenever interest rate rises above this level it will be exercised
Buy Put options /Lock the
and company will pay maximum cost of 5%.
maximum interest cost
PREMIUM PAID
E.g. Call option is Sold at 96.00(4% exercise price).
Sell Floor
Whenever interest rate falls below this level it will be exercised by
Sell Call option /Lock the
lenders and company will have to pay minimum cost of 4%.
minimum interest cost
PREMIUM RECEIVED
Advantage: Reduced Premium
Cost

Disadvantage: Borrower will

have to pay minimum interest
cost in any case

Lenders Collar
E.g. put option is sold at 95.00(5% exercise price).
Sell Cap
Whenever interest rate rises above this level it will be exercised
Sell Put options /Lock the
by borrower and Lender will receive maximum Income of 5%.
maximum interest Income
PREMIUM Received
Buy Floor E.g. Call option is bought at 96.00(4% exercise price).
Buy Call option /Lock the Whenever interest rate falls below this level it will be exercised by
minimum interest Income lenders and will receive minimum income of 4%.
PREMIUM Paid
Advantage: Reduced Premium
Cost

Disadvantage: Lender has set

limit to its maximum interest
income.

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Methods of Hedging Interest Rate Risk

Interest Rate COLLAR

An interest rate collar is a combination of a cap and a floor transacted simultaneously. The buyer of an
interest rate cap, purchases an interest rate cap while selling a floor indexed to the same interest rate, for
the same amount and covering the same period.

BORROWER COLLAR
Prepare collar contract by buying Put option at higher rate and selling call option at lower rate and
also calculate net premium cost
Compare call or put strike prices with closing future rates to calculate gain and losses
1. Actual Borrowing from Market xx
2. Gain or loss on Collar xx
3. Net premium cost xx
Effective Cost X

LENDER COLLAR
Prepare collar contract by selling Put option at higher rate and buying call option at lower rate and
also calculate net premium cost
Compare call or put strike prices with closing future rates to calculate gain and losses
1. Actual Deposit from Market xx
2. Gain or loss on Collar xx
3. Net premium cost xx
Effective Income X

Interest Rate SWAP

Its instrument in which two parties agree to exchange interest rate cash flows based on a specified
notional amount from a fixed rate to a floating rate (or vice versa) or from one floating rate to another
called plain vanilla swap.

Lending bank

Floating-rate
payment

Floating-rate receipt
Swap
Borrowing Firm
Counterparty
Floating-rate payment

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Borrow from bank (Floating interest rate)

Receive from swap agent (Floating interest rate)

Pay to swap agent (Fixed interest rate)

After swap cost Fixed interest cost

Interest Rate SWAP

Its instrument in which two parties agree to exchange interest rate cash flows based on a specified
notional amount from a fixed rate to a floating rate (or vice versa) or from one floating rate to another

Example
Firm A has a credit rating of BBB and is about to arrange a loan' of UK10 million.. It can obtain this loan
at either a fixed rate of 9.25% or a floating rate of LIBOR +1.5%. Firm A has approached a Swap dealer
with the request to arrange an interest rate swap that could potentially lower its interest cost.

Firm B, another client of the Swap dealer, is about to raise the same amount priced at a floating rate of
LIBOR +0.5%. It shall be provided a price of 7.5% if it wishes to raise this amount on a fixed rate. Firm B
has a credit rating of AA and has made it clear that it would be willing to enter into a swap agreement if
two-thirds of the potential swap benefits are passed on to it.

Illustrate how the Swap dealer can proceed with the arrangement, with the Swap fee being 0.10%
from each party?

Methods of Hedging Interest Rate Risk

Interest Rate SWAP

EXAMPLE:
ARRANGEMENT FOR AN INTEREST RATE SWAP
Make two possible swaps by combining fixed rate of Part A with floating rate of party B and then
combine fixed rate of party B and floating rate of party A, select the cheaper combination.
Difference between these two combinations will be savings and Firm A and B should borrow now in
the chosen structure.

Combination options
Fixed Rate Floating rate Total cost
available
9.25% B borrows at fixed,
Firm A LIBOR + 1.5% LIBOR + 9.00%
A
at floating
A borrows at fixed,
Firm B 7.50% LIBOR + 0.5% LIBOR+ 9.75%
B
at floating
Savings 0.75%

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Distribute the savings between both parties as per the arrangement provided otherwise divide
equally.
Deduct the swap dealer's fee from the savings to compute the Net savings.

Swap Fees Net Savings

Share of A (1/3) 0.25% 0.10% 0.15%
Share of B (2/3) 0.50% 0.10% 0.40%

Deduct the Net savings from the interest rate that each party would have paid ,had it not arranged for a
swap and taken loan directly in its desire exposure. This shall become the final interest cost to be borne
by each parry.
Preferred Price Net Savings Final Cost
Firm A 9.25% 0.15% 9.10%
Firm B Libor + 0.5% 0.40% LIBOR + 0.10%

Given that the interest rate to be paid to the bank and the final cost is now available, the interest rate for
the cash flows to be exchanged between the parties shall be computed. The simplest way to compute
these rates is to make the party that has borrowed a floating rate, receive the same floating rate from the
other party. The equation should than be solved for the fourth variable which is the fixed rate that is to be
paid to the other party by the floating rate payer.

Arrange for Swap

Firm A Firm B
Borrow Floating (LABOR + 1.5%) Borrows Fixed (7.5%)
Pays to B (9.00%) Receives from A 9.00%
Receives from B LIBOR + 1.5% Pays to A (LIBOR+1.5%)
Net Cost (9.00%) (LIBOR)
Swap Fee (0.10%) (0.10%)
Final Cost (9.10%) (LIBOR+ 0.10%)

Advantages of swaps
Swaps are flexible instruments for managing interest rates for longer- term funding (and investments),
as a separate measure from managing the debt (or investment portfolio) itself.
As a hedging instrument, swaps give management the opportunity to:
manage the fixed/floating rate balance of debts or investments, and
Take action in anticipation of future interest rate changes, without having to repay existing loans, take
out new loans or alter an investment portfolio.
Fixing the cost of debt for an extended period can improve the credit perception of a company,
particularly in an environment of rising interest rates, as it reduces a company's financial risk
exposures.
There is an active swaps market and positions can be changed over time as required. It is also
relatively easy, when necessary, to close a swaps position by termination, reversal or buyout.

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SWAPTION
An interest rate swaption is an option on a swap where one counter party (buyer) has paid a premium to
the other counter party(seller) for an option to choose whether the swap will actually go into effect on
some future Date.

There are two types of swaption.

Payer swaption: a payer swaption gives the buyer the right to be the fixed-rate payer(and floating rate
receiver)in a pre-specified swap at a pre-specified date .the payer swaption is almost like a protective put
in that it allows the holder to pay a set fixed rate, even if rates have increased.

Receiver swaption: a receiver swaption gives the buyer the right to be the fixed rate receiver (and
floating rate payer) at some future date. The receiver swaption is the reverse of the payer swaption.in this
case, the holder must expect rates to fall, and the swap ensures receipt of a higher fixed rate while paying
a lower floating rate.

Payer swaption
If market interest rates are high at the expiration of the swaption,the holder of the payer swaption will
exercise the option to pay a lower rate through the swap than the holder of the swaption would pay with a
regular swap purchased in the market. If interest rates are low, the holder would let the swaption expire
worthless and only lose the premium paid.

Receiver swaption
If interest rates are high, the holder of the swaption would let it expire worthless and only lose the
premium paid.

If market interest rates are low, the swaption would be exercised in order to receive cash flows based on
an interest rate higher than the market rate.

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Option Pricing

Call Option The right but not the obligation to buy a particular asset at an exercise price
Put Option The right but not an obligation to sell a particular asset at an exercise price
VALUE OF an OPTION= Intrinsic value + time Value

DETERMINANTS OF CALL OPTION PRICES

Increase In Value of a Call Value of a Put

Pa= price of underlying Share Price Increase Decrease

Pe = Exercise price Exercise Price Decrease Increase

Time= t ( in years) Time to Expiry Increase Decrease

S=standard deviation
Volatility Increase Decrease
( in decimal )
Risk free rate = Rf ( in decimal Interest Rate Increase Decrease

THE BLACK SCHOLES MODEL

THE Black-Scholes model values options before the expiry date and takes account of all the determinants
that effect the value of option

Value of a Call Option = Pa N (d1) Pe N (d2) e ^-rt

Where d1 = In(Pa/Pe) + (r + 0.5s^2) t / ST
d2 = d1 S T

Pa = Current Price of a underlying asset

Pe = Exercise Price
r= Risk Free Rate
t = time until expiry of options in years
s = Volatility of the share price

THE BLACK SCHOLES MODEL

Value of a Call Option = Pa N (d1) Pe N (d2) e ^-rt

Example :
The current share price of TYZ Co = $120
The exercise price = $100
The risk free interest rate = 12%
Standard deviation of return on the shares = 40%
Time to Expiry = 3 months
Calculate the value of call option

Solution:
d1 = In (120/100) + (0.12 + 0.5 x 0.4^2)0.25 / 0.4 0.25 = 1.16
d2 = 1.16 - 0.4 0.25 = 0.96
N (d1) = 0.5 + 0.3770 = 0.8770

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N (d2) = 0.5 + 0.3315 = 0.8315

THE Black-Scholes model values options before the expiry date and takes account of all the determinants
that effect the value of option

Value of a PUT option = c Pa + Pe x e^-rt

Step 1 : Value the corresponding call option using Black Scholes Model
Step 2 : Calculate the value of a put option using the above formula

Assumptions and Limitations

No Transaction Costs or taxes
Options are European calls
Investor can borrow at the risk-free rate
Risk free rate and share price volatility is constant over the period
No dividends before expiration

AMERICAN CALL OPTIONS

If no dividends are payable before the option expiry date, the American call option will be worth the same
as European Call Option

Calculate the Dividend adjusted share price

Deduct the present value of dividends to be paid from current Share Price
Pa, becomes Pa PV (dividends) in Black Scholes Model.
Pa adjusted = Pa Dividend e-(rt)

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Value At Risk

Value at risk (VAR) is the minimum amount by which the value of an investment portfolio will fall
over a given period of time at a given level of probability.
Alternatively, it is defined as the maximum amount that it may lose at a given level of confidence
Level.

Example:
Assume VAR is $100,000 at 5% probability, or that it is $100,000 at 95% confidence level.
The first definition implies that there is a 5% chance that the loss will exceed $100,000, or that we are
95% sure that it will not exceed $100,000.
VAR can be defined at any level of probability or confidence, but the most common probability levels
are 1, 5 and 10%.

In general the VAR will be given by:

VAR = kN
Where - k is determined by the probability level,
- is the standard deviation and
- N is the periods over which we want to calculate the VAR.

Having defined the VAR, we can define the project value at risk (PVAR),
PVAR - As the loss that may occur at a given level of probability over the life of the project.

Example
The annual cash flows from a project are expected to follow the normal distribution with a mean of
$50,000 and standard deviation of $10,000. The project has a 10 year life. What is the PVAR if probability
is 5%?

The PVAR for a year is:

PVAR = 1.645 x $10,000 = $16,450

The PVAR that takes into account the entire project life is:
PVAR = 1.645 x $10,000 x 10 = $52,019; this is the maximum amount by which the value of the project
will fall at a confidence level of 95%. So far we have used the normal distribution to calculate the VAR.
The assumption that project cash flows or values follow the normal distribution may not be plausible.

ADVANTAGES
Its easy to understand
Comparing VAR of different assets and portfolios
The VAR provides an indication of the potential riskiness of a project

DISADVANTAGES
Value At Risk can be misleading: false sense of security
VAR does not measure worst case loss
The resulting VAR is only as good as the inputs and assumptions
Different Value At Risk methods lead to different results

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GREEKS

GAMMA
Gamma = Change in Delta Value/ Change in price of the underlying share
It measures the extent to which delta changes when the share price changes.
The higher the gamma value, the more difficult it is for the option writer to maintain a delta hedge
because the delta value increases more for a given change in share price.
Gamma values will be highest for a share which is close to expiry and is 'at the money

THETA
Theta is the change in an option's price (specifically its time premium) over time
An option's price has two components, its intrinsic value and its time premium. When it expires, an
option has no time premium.
Thus the time premium of an option diminishes over time towards zero and theta measures how
much value is lost over time, and therefore how much the option holder will lose through retaining
their options.
Theta is usually expressed as an amount lost per day.
At the money options have the greatest time premium and thus the greatest theta.

RHO:
Rho measures the sensitivity of option prices to interest rate changes
An option's rho is the amount of change in value for a 1% change in the risk-free interest rate.
Rho is positive for calls and negative for puts
Interest rate is the least significant influence on change in price and interest rate tends to change
slowly and in small times.
Long-term options have larger RHO than short-term options. The more time there is until expiration,
the greater the effect of a change in interest rates.

VEGA:
Vega measures the sensitivity of an option's price to a change in its implied volatility
Vega is the change in value of an option that results from a 1% point change in its volatility. If a dollar
option has a vega of 0.4, its price will increase by 40 cents for a 1% point increase in its volatility.
Vega is the same for both calls and puts.
Long-term options have larger vega than short-term options. The longer the time period until the
option expires, the more uncertainty there is about the expiry price.

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SUMMARY OF GREEKS

Change in With

Delta Option Value Underlying Asset Value

Gamma Delta Underlying Asset Value

Theta Time Premium Time

Rho Option Value Interest rates

Duration
Duration (Macaulay duration) is the weighted average time to receive a bonds benefits (annual
interest and redemption value) with the weights being the present value of benefits to be received.
Durations compares two bonds by giving each an overall risk weighting.
Steps to Calculate Duration
i. Find present value of future cash flows
ii. Find total present value by adding all discounted cash flows calculated above
iii. Find proportion of all present values by dividing each present value with total
iv. Find weighted average years by multiplying relevant years to above proportion
v. Add all weighted years as duration

EXAMPLE & SOLUTION

Example
Magic Inc has a bond (Bond X) in issue which has a nominal value of $1,000 and is redeemable at par.
Bond X is a 6% bond maturing in three years time and has a gross redemption yield (GRY) of 3.5%. The
current price of the bond is $1,070.12.
Required: Calculate the duration of the bond.

Solution
1 2 3 Total

Cash flow 60 60 1060

Discount Factor (3.5%) 0.966 0.934 0.902

Present Value 57.96 56.04 956.12 1070.12

X by year 57.96 112.08 2868.36 3038.40

PROPERTIES OF DURATION
The basic features of sensitivity to interest rate risk will all be mirrored in the duration calculation.
Longer-dated bonds will have longer durations
Lower-coupon bonds will have longer durations. The ultimate low-coupon bond is a zero-coupon
bond where the duration will be the maturity.

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Lower yields will give longer durations. In this case, the present values of flows in the future will rise if
the yield falls, extending the point of balance, therefore lengthening the duration

MODIFIED DURATION
Modified duration measures the sensitivity of the price of a bond to a change in the interest rates.

=
1 +

Using the example on duration, the modified duration of the bond is

2.84/(1 + 0.035) = 2.74

This can be used to determine the proportionate change in bond price for a given change in yield as
follows.

=

Where:
P = change in bond price
Y = change in yield
P = current market price of the bond

PROPERTIES OF MODIFIED DURATION

As the modified duration is derived from the Macaulay duration, it shares the same properties.
Longer dated bonds will have higher modified durations that is, bonds which are due to be
redeemed at a later are more price-sensitive to changes in interest rates and are therefore more
risky.
Lower coupon bonds will have higher modified durations
Lower yields will give higher modified durations

The higher the modified duration, then the greater the sensitivity of that bond to a change in the yield.

THE BENEFITS AND LIMITATIONS OF DURATION

Benefits
It allows bonds of different maturities and coupon rates to be directly compared.
If a bond portfolio is constructed based on weighted average duration, it is possible to determine
portfolio values changes based on interest rate changes.
Managers may be able to modify interest rate risk by changing the duration of bond portfolio.

Limitations
The main limitation of duration is that it assumes a linear relationship between interest rates and price
that is, it assumes that for a certain percentage change in interest rates will be an equal percentage
change in price.
However as interest rates change the bond price is unlikely to change in a linear fashion.
Convexity is another method which take into account the non-linear relation.

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Tranching/ Securitization

A tranche is a slice of a security (typically a bond or other credit-linked security) which is funded by
investors who assume different risk levels within the liability structure of that security.

One common use of securitization occurs when banks lend through mortgages, credit cards, car loans or
other forms of credit, they invariably move to lay off their risk by a process of securitization. Such loans
are an asset on the statement of financial position, representing cash flow to the bank in future years
through interest payments and eventual repayment of the principal sum involved. By securitizing the
loans, the bank removes the risk attached to its future cash receipts and converts the loan back into cash,
which it can lend again, and so on, in an expanding cycle of credit formation.

Securitization is achieved by transferring the lending to specifically created companies called special
purpose vehicles (SPVs). In the case of conventional mortgages, the SPV effectively purchases a banks
mortgage book for cash, which is raised through the issue of bonds backed by the income stream flowing
from the mortgage holder. In the case of sub-prime mortgages, the high levels of risk called for a different
type of securitization, achieved by the creation of derivative-style instruments known as collateralized
debt obligations or CDOs.

Securitization may be also appropriate for an organization which wants to enhance its credit rating by
using low-risk cash flows, such as rental income from commercial property, which will be diverted into a
"ring-fenced" SPV.

Delta

In Black-Scholes model, the value of N(d1) can be used to indicate the amount of the underlying shares
(or other instruments) which the writer of an option should hold in order to hedge the option position.

Delta = change in call option price change in the price of the shares =

The appropriate hedge ratio N(d1) is referred to as the delta value; hence the term delta hedge. The
delta value is valid if the price changes are small.

For long call options (and/or short put options), delta has a value between 0 and 1.

For long put options (and/or short call options), delta has a value between 0 and -1.

DELTA HEDGING CALL OPTION

The significance of the delta value is illustrated by the process of delta hedging.

Delta hedging allows us to determine the number of shares that we must buy to create the equivalent
portfolio to an option and hedge it.

Investing at risk free rate = buying share portfolio + selling call options
Delta hedge is only valid for small share price movement.
Delta value is likely to change during the period of hedge so continuous rebalancing is required that is
why it is an expensive hedge

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Example
What is the number of call options that you would have to sell in order to hedge a holding of 200,000
shares, if the delta value (N(d1)) of options is 0.8?

Assume that option contracts are for the purchase or sale of units of 1,000 shares.

Answer
The delta hedge can be calculated by the following formula.
Number of Contracts = Number of Shares
Delta of Option x size of contract
= 200000
0.8 x 1000
= 250

If in this example the price of shares increased by $1, the value of the call options would increase by
$800 per contract. Since however we were selling these contracts the increase in the value of our holding
of shares, 200,000 x $1, would be matched by the decrease in our holding of option contracts 250 x $800.

DELTA HEDGING PUT OPTION

Investing at risk free rate = buying share portfolio + Buy Put options
Put option delta= N(-d1)
If D1 is positive then N(-d1) = 0.5 - Table value
If D1 is negative then N(-d1) = 0.5 + Table value

OTHER POINTS ABOUT DELTA VALUES

The table below shows approximate values of delta for different types of options and the position of the
exercise

In the Money At the Money Out of the Money

Call Approaching 1 Approx. 0.5 Approaching 0

Put Approaching -1 Approx. -0.5 Approaching 0

OTHER POINTS ABOUT DELTA VALUES

The factors influencing delta are:
The exercise price
The time to expiration
The risk-free rate of return
The volatility in the returns on the share

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Dark Pool Trading

A dark pool network allows shares to be traded anonymously, away from public scrutiny.
No information on the trade order is revealed prior to it taking place. The price and size of the order
are only revealed once the trade has taken place.

MAIN REASONS:
It prevent the risk of other traders moving the share price up or down;
It result in reduced costs because trades normally take place at the mid-price between the bid and
offer; and because broker-dealers try and use their own private pools, and thereby saving exchange
fees.
Dark pools are an 'alternative' trading system that allows participants to trade without displaying
quotes publically. The transactions are only made public after the trades have been completed.

PROBLEMS WITH DARK POOL TRADING SYSTEM:

Prices at which these trades are executed remain unknown until after the event.
Lack of information on significant trades makes the regulated exchanges less efficient
Resulting in reduced transparency as fewer trades are publicly exposed
Reduce liquidity in the regulated exchanges and hinder efficient price-setting.
Dark Pool Trading defeat the purpose of fair and regulated markets with large numbers of
participants and threaten the healthy and transparent development of these markets.

Credit Default Swaps

A credit default swap is a specific type of counterparty agreement which allows the transfer of third-party
credit risk from one party to the other.
It is similar to insurance because in the event of a fire, the buyer of the policy will receive whatever
the damaged or destroyed goods are worth in monetary terms.
It provides the buyer of the contract, who often owns the underlying credit, with protection against
default, a credit rating downgrade, or another negative credit event.
The buyer of CDS agrees to pay a fixed spread to the seller of the CDS. The more likely the risk of
default, the larger the spread.

For example,
If the CDS spread is 200 basis points (or 2.0%) then a party buying $10 million worth of CDS from
a bank must pay the bank $200,000 per year. These payments continue until either the CDS
contract expires or party defaults.

CDSs are unregulated. This means that contracts can be traded or swapped from investor to
investor without anyone overseeing the trades to ensure the buyer has the resources to cover the
losses if the security defaults.

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USES OF CREDIT DEFAULT SWAPS:

Speculative investors bought and sold the instruments without having any direct relationship with the
underlying investment. Speculators to "place their bets" about the credit quality of a particular reference
entity:

EXAMPLE:
A hedge fund believes that a company (ABC Co) will shortly default on its debt of $20 million. The hedge
fund may therefore buy $20 million worth of CDS protection for, say, 2 years, with (ABC Co) as the
reference entity, at a spread of 1000 basis points (10%) per annum.

If (ABC Co) does default after, say, one year, then the hedge fund will have paid $2000,000 to the bank
but will then receive $20 million (assuming zero recovery rate). The bank will incur a $1.8 million loss
unless it has managed to offset the position before the default.

If (ABC Co) does not default, then the CDS contract will run for two years and the hedge fund will have
paid out $4 million to the bank with no return. The bank makes a profit of $4 million; the hedge fund
makes a loss of the same amount.
What would happen if the hedge fund decided to liquidate its position after a certain period of
time in an attempt to lock in its gains or losses? Say after one year the market considers ABC
Co to be at greater risk of default, and the spread widens from 1000 basis points to 2,500.
The hedge fund may decide to sell $20 million protection to the bank for one year at this
higher rate. Over the two years, the hedge fund will pay the bank $4 million (2 x 10% x $20
million) but will receive $5 million (1 x 25% x $20 million) a net profit of $1million (as long as
(ABC Co) does not default in the second year)
A CDS contract can be used as a hedge or insurance policy against the default of a bond or loan. An
individual or company that is exposed to a lot of credit risk can shift some of that risk by buying
protection in a CDS contract.

Example
A pension fund owns $20 million of a 5-year bond issued by XYZ Co. In order to manage the risk of
losses in the event of a default by XYZ Co, CDS of a notional amount of $20 million were bought by the
pension funds to hedge the risk. Assume the CDS trades at 500 basis points (5%) which means that the
pension fund will pay the bank an annual premium of $1 million.

If XYZ Co does not default on the bond, the pension fund will pay a total premium of 5 x $1000,000 = $5
million to the bank and will receive the $20 million back at the end of the 5 years. Although it has lost $5
million, the pension fund has hedged away the default risk.

If XYZ Co defaults on the bond after, say, 2 years, the pension fund will stop paying the premiums
and the bank will refund the $20 million to compensate for the loss. The pension fund's loss is
limited to the premiums it had paid to the bank (2 x $1000,000 = $2000,000) if it had not hedged
the risk, it would have lost the full $20 million.

THE ROLE OF CDS IN THE GLOBAL ECONOMIC CRISIS

Once an obscure financial instrument for banks and bondholders, CDSs are now at the heart of the
recent credit crisis.
American International Group (AIG) the world's largest insurer could issue CDSs without putting
up any real collateral as long as it maintained a triple-A credit rating. There was no real capital cost to

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selling these swaps; there was no limit. Thanks to fair value accounting, AIG could book the profit
from, say, a five-year credit default swap as soon as the contract was sold, based on the expected
default rate. In many cases, the profits it booked never materialized.
On 15 September 2007 the bubble burst when all the major credit-rating agencies downgraded AIG.
At issue were the soaring losses in its CDSs. The first big write-off came in the fourth quarter of 2007,
when AIG reported an $11 billion charge. It was able to raise capital once, to repair the damage. But
the losses kept growing. The moment the downgrade came, AIG was forced to come up with tens of
billions of additional collateral immediately. This was on top of the billions it owed to its trading
partners. It didn't have the money. The world's largest insurance company was bankrupt.
As soon as AIG went bankrupt, all those institutions which had hedged debt positions using AIG
CDSs had to mark down the value of their assets, which at once reduced their ability to lend. The
investment banks had no ability to borrow, as the collapse of the CDS market meant that no one was
willing to insure their debt. The credit crunch had started in earnest

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Real Options

Real options valuation methodology adds to the conventional net present value (NPV) estimations by
taking account of real life flexibility and choice.

NET PRESENT VALUE (NPV) AND REAL OPTIONS

The conventional NPV method assumes that a project commences immediately and proceeds until it
finishes, as originally predicted. Therefore it assumes that a decision has to be made on a now or never
basis, and once made, it cannot be changed. It does not recognize that most investment appraisal
decisions are flexible and give managers a choice of what actions to undertake.

The real options method estimates a value for this flexibility and choice, which is present when managers
are making a decision on whether or not to undertake a project. Real options build on net present value in
situations where uncertainty exists and, for example: (i) when the decision does not have to be made on a
now or never basis, but can be delayed, (ii) when a decision can be changed once it has been made, or
(iii) when there are opportunities to exploit in the future contingent on an initial project being undertaken.
Therefore, where an organization has some flexibility in the decision that has been, or is going to be
made, an option exists for the organization to alter its decision at a future date and this choice has a
value.

ESTIMATING THE VALUE OF REAL OPTIONS

Although there are numerous types of real options, in the P4 paper, candidates are only expected to
explain and compute an estimate of the value attributable to three types of real options:
a) The option to delay a decision to a future date (which is a type of call option.
b) The option to abandon a project once it has commenced if circumstances no longer justify the
continuation of the project (which is a type of put option), and
c) The option to exploit follow-on opportunities which may arise from taking on an initial project (which is
a type of call option).

it can be assumed that real options are European-style options, which can be exercised at a particular
time in the future and their value will be estimated using the Black-Scholes Option Pricing (BSOP) model
and the put-call parity to estimate the option values. However, assuming that the option is a European-
style option and using the BSOP model may not provide the best estimate of the options value (see the
section on limitations and assumptions below).

Five variables are used in calculating the value of real options using the BSOP
model as follows:
1. The underlying asset value (Pa), which is the present value of future cash flows arising from the
project.
2. The exercise price (Pe), which is the amount paid when the call option is exercised or amount
received if the put option is exercised.
3. The risk-free (r), which is normally given or taken from the return offered by a short-dated government
bill. Although this is normally the discrete annualized rate and the BSOP model uses the continuously
compounded rate, for P4 purposes the continuous and discrete rates can be assumed to be the same
when estimating the value of real options.
4. The volatility (s), which is the risk attached to the project or underlying asset, measured by the
standard deviation.

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5. The time (t), which is the time, in years, that is left before the opportunity to exercise ends.

The following three examples demonstrate how the BSOP model can be used to
estimate the value of each of the three types of options.

Example 1: Delaying the decision to undertake a project

A company is considering bidding for the exclusive rights to undertake a project, which will initially cost
$35m.

The company has forecast the following end of year cash flows for the four-year project.
Year 1 2 3 4

Cash flows ($m) 20 15 10 5

The relevant cost of capital for this project is 11% and the risk free rate is 4.5%. The likely volatility
(standard deviation) of the cash flows is estimated to be 50%.

Solution:

NPV without any option to delay the decision

Year Today 1 2 3 4

Cash flows ($) -35m 20m 15m 10m 5m

PV (11%) ($) -35m 18.0m 12.2m 7.3m 3.3m

NPV = $5.8m

Example 1: Delaying the decision to undertake a project - Continued

Supposing the company does not have to make the decision right now but can wait for two years before it
needs to make the decision.

NPV with the option to delay the decision for two years

Year 3 4 5 6

Cash flows ($) 20m 15m 10m 5m

PV (11%) ($) 14.6m 9.9m 5.9m 2.7m

Variables to be used in the BSOP model

Asset value (Pa) = $14.6m + $9.9m + $5.9m + $2.7m = $33.1m

Exercise price (Pe) = $35m

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Exercise date (t) = Two years

Risk free rate (r) = 4.5%
Volatility (s) = 50%

Using the BSOP model

d1 0.401899

d2 -0.30521

N(d1) 0.656121

N(d2) 0.380103

Call value $9.6m

Based on the facts that the company can delay its decision by two years and a high volatility, it can bid as
much as $9.6m instead of $5.8m for the exclusive rights to undertake the project. The increase in value
reflects the time before the decision has to be made and the volatility of the cash flows.

Example 2: Exploiting a follow-on project

A company is considering a project with a small positive NPV of $3m but there is a possibility of further
expansion using the technologies developed for the initial project. The expansion would involve
undertaking a second project in four years time. Currently, the present values of the cash flows of the
second project are estimated to be $90m and its estimated cost in four years is expected to be $140m.
The standard deviation of the projects cash flows is likely to be 40% and the risk free rate of return is
currently 5%.

Solution:
The variables to be used in the BSOP model for the second (follow-on) project are as follows:

Asset Value (Pa) = $90m

Exercise price (Pe) = $140m
Exercise date (t) = Four years
Risk free rate (r) = 5%
Volatility (s) = 40%

Using the BSOP model

d1 0.097709

d2 -0.70229

N(d1) 0.538918

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N(d2) 0.241249

Call value $20.85m

The overall value to the company is $23.85m, when both the projects are considered together. At present
the cost of $140m seems substantial compared to the present value of the cash flows arising from the
second project. Conventional NPV would probably return a negative NPV for the second project and
therefore the company would most likely not undertake the first project either. However, there are four
years to go before a decision on whether or not to undertake the second project needs to be made. A lot
could happen to the cash flows given the high volatility rate, in that time. The company can use the value
of $23.85m to decide whether or not to invest in the first project or whether it should invest its funds in
other activities. It could even consider the possibility that it may be able to sell the combined rights to both
projects for $23.85m.

Example 3: The option to abandon a project

Duck Co is considering a five-year project with an initial cost of $37,500,000 and has estimated the
present values of the projects cash flows as follows:

Year 1 2 3 4 5

Present values
($ 000s) 1,496.9 4,938.8 9,946.5 7,064.2 13,602.9

Swan Co has approached Duck Co and offered to buy the entire project for $28m at the start of year
three. The risk free rate of return is 4%. Duck Cos finance director is of the opinion that there are many
uncertainties surrounding the project and has assessed that the cash flows can vary by a standard
deviation of as much as 35% because of these uncertainties.

Solution:
Swan Cos offer can be considered to be a real option for Duck Co. Since it is an offer to
sell the project as an abandonment option, a put option value is calculated based on the finance directors
assessment of the standard deviation and using the Black-Scholes option pricing (BSOP) model, together
with the put-call parity formula.

Although Duck Co will not actually obtain any immediate cash flow from Swan Cos offer, the real option
computation below, indicates that the project is worth pursuing because the volatility may result in
increases in future cash flows.

Without the real option

Year 1 2 3 4 5

Present values
($ 000s) 1,496.9 4,938.8 9,946.5 7,064.2 13,602.9

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Present value of cash flows approx. = $37,049,300

Cost of initial investment = $37,500,000

NPV of project = $37,049,300 $37,500,000 = $(450,700)

Example 3: The option to abandon a project - Continued

With the real option

The asset value of the real option is the sum of the PV of cash flows foregone in years three, four and
five, if the option is exercised ($9.9m + $7.1m + $13.6m = $30.6m)

Asset value (Pa) $30.6m

Exercise Price (Pe) $28m

Risk-free rate (r) 4%

Time to exercise (t) Two years

Volatility (s) 35%

d1 0.588506

d2 0.093531

N(d1) 0.721904

N(d2) 0.537259

Call Value 8.20

Put Value $3.45m

Net present value of the project with the put option is approximately $3m ($3.45m $0.45m).

If Swan Cos offer is not considered, then the project gives a marginal negative net present value,
although the results of any sensitivity analysis need to be considered as well. It could be recommended
that, if only these results are taken into consideration, the company should not proceed with the project.
However, after taking account of Swan Cos offer and the finance directors assessment, the net present
value of the project is positive. This would suggest that Duck Co should undertake the project.

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LIMITATIONS AND ASSUMPTIONS

EUROPEAN-STYLE OPTIONS OR AMERICAN-STYLE OPTIONS

The BSOP model is a simplification of the binomial model and it assumes that the real option is a
European-style option, which can only be exercised on the date that the option expires. An American-
style option can be exercised at any time up to the expiry date. Most options, real or financial, would, in
reality, be American-style options.

if the underlying asset on which the option is based is due to receive some income before the options
expiry; say for example, a dividend payment for an equity share, then an early exercise for an option on
that share may be beneficial. With real options, a similar situation may occur when the possible actions of
competitors may make an exercise of an option before expiry the better decision. In these situations the
American-style option will have a value greater than the equivalent European-style option.

Because of these reasons, the BSOP model will either underestimate the value of an option or give a
value close to its true value. Nevertheless, estimating and adding the value of real options embedded
within a project, to a net present value computation will give a more accurate assessment of the true
value of the project and reduce the propensity of organizations to under-invest.

OTHER LIMITATIONS OF REAL OPTIONS

The BSOP model requires further assumptions to be made involving the variables used in the model, the
primary ones being:
a) The BSOP model assumes that the underlying project or asset is traded within a situation of perfect
markets where information on the asset is available freely and is reflected in the asset value correctly.
Further it assumes that a market exists to trade the underlying project or asset without restrictions
(that is, that the market is frictionless)
b) The BSOP model assumes that interest rates and the underlying asset volatility remain constant until
the expiry time ends. Further, it assumes that the time to expiry can be estimated accurately
c) The BSOP model assumes that the project and the assets cash flows follow a lognormal distribution,
similar to equity markets on which the model is based
d) The BSOP model does not take account of behavioral anomalies which may be displayed by
managers when making decisions, such as over- or under-optimism

e) The BSOP model assumes that any contractual obligations involving future commitments made
between parties, which are then used in constructing the option, will be binding and will be fulfilled.
For example, in example three above, it is assumed that Swan Co will fulfil its commitment to
purchase the project from Duck Co in two years time for $28m and there is therefore no risk of non-
fulfilment of that commitment.

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Multinational Enterprise

A multinational enterprise is one which owns or controls production facilities or subsidiaries outside the
country in which it is based.

Multinational enterprises range from medium-sized companies having only a few facilities (or 'affiliates')
abroad to giant companies having annual revenue larger than the gross national product (GNP) of some
smaller countries of the world exporting. Then they create overseas sale subsidiaries and enter into
licensing agreements.

Finally they invest and create production facilities in overseas locations. The key element of the process
of expansion is the creation of competitive advantages.

Competitive advantages of multinationals

'Market seeking' firms engage in FDI either to meet local demand or as a way of exporting to markets
Other than the home market.
Firms in such industries as oil, mining, plantation and forestry will extract raw materials in the places
where they can be found, whether for export or for further processing and sale in the host country.
The labour-intensive manufacture firms normally invest in other countries because of cheap
production labour.
Knowledge-seeking firms choose to set up operations in countries in which they can gain access to
technology or management expertise.
Firms which are seeking 'political safety' will acquire or set up new operations in those countries
which
are thought to be unlikely to expropriate or interfere with private enterprise or impose import controls.
Production economies can arise from use of large-scale plant or from the possibility of rationalising
production by adopting worldwide specialisation. Multinational car manufacturers produce engines in
one country, transmissions in another, bodies in another, and assemble cars in yet another country

Multinationals enjoy considerable cost advantages in relation to finance. They have the advantage of
access to the full range of financial instruments, such as euro currency and euro bonds, which reduces
their borrowing costs.

Commonly used means to establish an interest abroad include:

Joint ventures
Licensing agreements
Management contracts
Branches
Subsidiaries

Joint ventures
The two distinct types of joint venture are industrial co-operation (contractual) and joint-equity. A
contractual joint venture is for a fixed period and the duties and responsibility of the parties are
defined.

A joint-equity venture involves investment, is of no fixed duration and continually evolves

The main advantages of joint ventures are:

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Relatively low-cost access to new markets

Easier access to local capital markets, possibly with accompanying tax incentives or grants
Use of joint venture partner's existing management expertise, local knowledge, distribution
network, technology, brands, patents and marketing or other skills

The main disadvantages of joint ventures are

Managerial freedom may be restricted by the need to take account of the views of all the joint
venture partners.
There may be problems in agreeing on partners' percentage ownership, transfer prices,
Reinvestment decisions, nationality of key personnel, remuneration and sourcing of raw materials and
components.
Finding a reliable joint venture partner may take a long time.
Joint ventures are difficult to value, particularly where one or more partners have made intangible
contributions.

Exporting and licensing

Exporting may be direct selling by the firm's own export division into the overseas markets, or it may be
indirect through agents, distributors, trading companies and various other such channels. Licensing
involves conferring rights to make use of the licensor company's production process on producers located
in the overseas market.

Licensing is an alternative to FDI by which overseas producers are given rights to use the licensors
production process in return for royalty payments.

Exporting may be unattractive because of tariffs, quotas or other import restrictions in overseas markets,
and local production may be the only feasible option in the case of bulky products, such as cement and
flat glass.

The main advantages of licensing are:

It can allow fairly rapid penetration of overseas markets.
It does not require substantial financial resources.
Political risks are reduced since the licensee is likely to be a local company.
Licensing may be a possibility where direct investment is restricted or prevented by a country. For
a multinational company, licensing agreements provide a way for funds to be remitted to the
parent company in the form of licence fees.

The main disadvantages of licensing are:

The arrangement may give the licensee know-how and technology which it can use in competing
with the licensor after the license agreement has expired.
It may be more difficult to maintain quality standards, and lower quality might affect the standing
of a brand name in international markets.
It might be possible for the licensee to compete with the licensor by exporting the produce to
markets outside the licensee's area.
Although small cash inflows will be generated. relatively insubstantial financial resources are
required, on the other hand relatively

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Management contracts
Management contracts whereby a firm agrees to sell management skills are sometimes used in
combination with licensing. Such contracts can serve as a means of obtaining funds from subsidiaries,
and may be a useful way of maintaining cash flows where other remittance restrictions apply. Many
multinationals use a combination of various methods of servicing international markets, depending on
the particular circumstances.

Overseas subsidiaries
The basic structure of many multinationals consists of a parent company (a holding company) with
subsidiaries in several countries. The subsidiaries may be wholly owned or just partly owned, and some
may be owned through other subsidiaries.

There are different approaches to increasing profits that the multinational might take. At one extreme, the
parent company might choose to get as much money as it can from the subsidiary, and as quickly as
it can. This would involve the transfer of all or most of the subsidiary's profits to the parent company.

At the other extreme, the parent company might encourage a foreign subsidiary to develop its business
gradually, to achieve long-term growth in sales and profits. To encourage growth, the subsidiary would
be allowed to retain a large proportion of its profits, instead of remitting the profits to the parent company.

Branches
Firms that want to establish a definite presence in an overseas country may choose to establish a branch
rather than a subsidiary. Key elements in this choice are as follows.

Taxation
In many countries the remitted profits of a subsidiary will be taxed at a higher rate than those of a branch,
as profits paid in the form of dividends are likely to be subject to a withholding tax

Formalities
As a separate entity, a subsidiary may be subject to more legal and accounting formalities than a branch.
However, as a separate legal entity, a subsidiary may be able to claim more reliefs and grants than a
branch.

Marketing
A local subsidiary may have a greater profile for sales and marketing purposes than a branch.

Theory of international trade

In the modern economy, production is based on a high degree of specialisation. Within a country
individuals specialise, factories specialise and whole regions specialise. International trade originated on
the basis of nations exchanging their products for others which they could not produce for themselves.

International trade arises for a number of reasons.

Different goods require different proportions of factor inputs in their production.
Economic resources are unevenly distributed throughout the world.
The international mobility of resources is extremely limited.

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The law of comparative advantage

The significance of the law of comparative advantage is that it provides a justification for the following
beliefs
Countries should specialisein what they produce, even when they are less efficient (in absolute
terms) in producing every type of good. They should specialise in the goods where they have a
comparative advantage (they are relatively more efficient in producing).
International trade should be allowed to take place without restrictions on imports or exports ie
there should be free trade.
Free trade does not always exist. Some countries take action to protect domestic industries and
discourage imports.
Transport costs (assumed to be nil in the examples above) can be very high in international trade
so that it is cheaper to produce goods in the home country rather than to import them

The advantages of international trade

The law of comparative advantage is perhaps the major advantage of encouraging international
trade.
However, there are other advantages to the countries of the world from encouraging international
trade.
Some countries have a surplus of raw materials to their needs, and others have a deficit. A
country with a surplus (eg of oil) can take advantage of its resources to export them.
International trade increases competition among suppliers in the world's markets. Greater
Competition will reduce cost and increase quality of products.
International trade creates larger markets for a firm's output, and so some firms can benefit from
economies of scale by engaging in export activities.
There may be political advantages to international trade, because the development of trading
links provides a foundation for closer political links.

Barriers to entry are factors which make it difficult for suppliers to enter a market
Multinationals may face various entry barriers. All these barriers may be more difficult to overcome if a
multinational is investing abroad because of such factors as unfamiliarity with local consumers and
government favouring local firms.

Strategies of expansion and diversification imply some logic in carrying on operations. It might be a better
decision, although a much harder one, to cease operations or to pull out of a market completely. There
are likely to be exit barriers making it difficult to pull out of a market.

Product differentiation barriers

An existing major supplier would be able to exploit its position as supplier of an established product that
the consumer/customer can be persuaded to believe is better. A new entrant to the market would have to
design a better product, or convince customers of the product's qualities, and this might involve spending
substantial sums of money on R&D, advertising and sales promotion.

Absolute cost barriers

These exist where an existing supplier has access to cheaper raw material sources or know-how that
the new entrant would not have. This gives the existing supplier an advantage because its input costs
would be cheaper in absolute terms than those of a new entrant.

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Economy of scale barriers

These exist where the minimum level of production needed to achieve the greatest economies of scale
is at a high level. New entrants to the market would have to be able to achieve a substantial market share
before they could gain full advantage of potential scale economies, and so the existing firms would be
able to produce their output more cheaply.

Fixed costs
The amount of fixed costs that a firm would have to sustain, regardless of its market share, could be a
significant entry barrier.

Legal barriers
These are barriers where a supplier is fully or partially protected by law. For example, there are some
legal monopolies (nationalised industries perhaps) and a company's products might be protected by
patent (for example, computer hardware and software).

Trade Agreements
Protection include prevention of the import of cheap goods and dumping, and protection of infant or
declining industries. Protectionist measures may be implemented by a government

Free trade can lead to greater competition and efficiency, and achieve better economic growth
worldwide. Free trade exists where there is no restriction on imports from other countries or exports to
other countries.

Protection can be applied in several ways, including the following.

Tariffs or customs duties

Tariffs or customs duties are taxes on imported goods. The effect of a tariff is to raise the price paid for
the imported goods by domestic consumers, while leaving the price paid to foreign producers the same,
or even lower. The difference is transferred to the government sector.

An ad valorem tariff is one which is applied as a percentage of the value of goods imported. A specific
tariff is a fixed tax per unit of goods.

Import quotas
Import quotas are restrictions on the quantity of a product that is allowed to be imported into the country.

The quota has overall complicated effects.

o Both domestic and foreign suppliers enjoy a higher price, while consumers buy less.
o Domestic producers supply more.
o There are fewer imports (in volume).
o The Government collects no revenue.

An embargo on imports from one particular country is a total ban, ie effectively a zero quota.

Hidden export subsidies and import restrictions

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An enormous range of government subsidies and assistance for exports and deterrents against imports
have been practised, such as:

For exports export credit guarantees, financial help and State assistance via the Foreign Office
For imports complex import regulations and documentation, or special safety standards demanded
from imported goods and so on
Arguments against protection
Arguments against protection are as follows.

Reduced international trade

Because protectionist measures taken by one country will almost inevitably provoke retaliation by others,
protection will reduce the volume of international trade. This means that the following benefits of
international trade will be reduced.
Specialisation
Greater competition, and so greater efficiency among producers
The advantages of economies of scale
Retaliation

If one country stop import from other country that other country can also stop importing. Imports might be
reduced, but so too would exports.

Effect on economic growth

It is generally argued that widespread protection will damage the prospects for economic growth
among the countries of the world.

Political consequences
Although from a nation's own point of view protection may improve its position, protectionism leads to a
worse outcome for all. Protection also creates political ill-will among countries of the world and so there
are political disadvantages in a policy of protection.

Arguments in favour of protection

Imports of cheap goods

Measures can be taken against imports of cheap goods that compete with higher priced domestically
produced goods, and so preserve output and employment in domestic industries.

Dumping
Measures might be necessary to counter 'dumping' of surplus production by other countries at an
uneconomically low price. Although dumping has short-term benefits for the countries receiving the cheap
goods, the longer-term consequences would be a reduction in domestic output and employment.

Infant industries
Protectionism can protect a country's 'infant industries' that have not yet developed to the size where
they can compete in international markets. Less developed countries in particular might need to protect
industries against competition from advanced or developing countries.

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Declining industries
Without protection, the industries might collapse and there would be severe problems of sudden mass
unemployment among workers in the industry.

The EU
The EU is one of several international economic associations. It dates back to 1957 (the Treaty of
Rome)and now consists of 27 countries, including formerly communist Eastern European countries.
The EU incorporates a common market combining different aspects.

A free trade area exists when there is no restriction on the movement of goods and services between
countries.

A common market encompasses the idea of a customs union but has a number of additional features.
In addition to free trade among member countries there is also complete mobility of the factors of
production. The single European currency, the euro.

The customs union

The customs union of the EU establishes a free trade area between member states, and also erects
common external tariffs to charge on imports from non-member countries. The EU thus promotes free
trade among member states, while acting as a protectionist bloc against the rest of the world. It is
accordingly consistent that the EU negotiates in General Agreement on Tariffs and Trade (GATT) talks as
a single body.

The single European market

The elimination of these trade barriers will directly benefit multinational companies, making it easier
for them to engage in business across the European Union without having to deal with differing
regulations (and other trade barriers) within each country of the EU.

Elimination of trade restrictions

Physical barriers (e.g. customs inspection) on goods and services have been removed for most
products.
Technical standards (e.g. for quality and safety) should be harmonised.
Governments should not discriminate between EU companies in awarding public works contracts.
Telecommunications should be subject to greater competition.
It should be possible to provide financial services in any country.
There should be free movement of capital within the community.
Professional qualifications awarded in one member state should be recognised in the others.

The EU is taking a co-ordinated stand on matters related to consumer protection

North American Free Trade Agreement (NAFTA)

Canada, the US and Mexico formed the North American Free Trade Agreement (NAFTA) which came
into force in 1994. This free trade area covering a population of 360 million and accounting for economic
output of US$6,000 billion annually is almost as large as the European Economic Area (EEA), and is thus
the second largest free trade area after the EEA.

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Under NAFTA, virtually all tariff and other (non-tariff) barriers to trade and investment between the
NAFTA members are to be eliminated over a 15-year period. In the case of trade with non-NAFTA
members, each NAFTA member will continue to set its own external tariffs, subject to obligations under
GATT. The NAFTA agreement covers most business sectors, with special rules applying to especially
sensitive sectors, including agriculture, the automotive industry, financial services and textiles and
clothing.

WORLD TRADE ORGANIZATION

The World Trade Organization (WTO) was formed in 1995 to continue to implement the GATT. The
WTO has well over 100 members, including the entire EU. Its aims include:
To reduce existing barriers to free trade
To eliminate discrimination in international trade such as tariffs and subsidies
To prevent the growth of protection by getting member countries to consult with others before
taking any protectionist measures
To act as a forum for assisting free trade, by for example administering agreements, helping
countries negotiate and offering a disputes settlement process
Establishing rules and guidelines to make world trade more predictable

Most favoured nation: a principle in the GATT international trade agreement binding the parties to grant
each other treatment which is as favourable as that offered to any other GATT member in respect of
tariffs and other trading conditions.

The WTO encourages free trade by applying the 'most favoured nation' principle where one country
(which is a member of GATT) that offers a reduction in tariffs to another country must offer the same
reduction to all other member countries of GATT.

Impact on protectionist measures

Although the WTO has helped reduce the level of protection, some problems still remain Special
circumstances (for example economic crises, the protection of an infant industry, the rulesof the EU) have
to be admitted when protection or special low tariffs between a group of countries are allowed.

A country in the WTO may prefer not to offer a tariff reduction to another country because it would
have to offer the same reduction to all other GATT members.

In spite of much success in reducing tariffs, the WTO has had less effect in dealing with many non-tariff
barriers to trade that countries may set up. Some such barriers, for example those in the guise of health
and safety requirements, can be very difficult to identify.

New agreements are not always accepted initially by all members.

INTERNATIONAL MONETARY FUND

The IMF and financial support for countries with balance of payment difficulties
If a country has a balance of payments deficit on current account, it must either borrow capital or use up
official reserves to offset this deficit. Since a country's official reserves will be insufficient to support a
balance of payments deficit on current account for very long, it must borrow to offset the deficit.

The IMF can provide financial support to member countries. Most IMF loans are repayable in three to
five years.

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Of course, to lend money, the IMF must also have funds. Funds are made available from subscriptions or
quotas' of member countries. The IMF uses these subscriptions to lend foreign currencies to countries
which apply to the IMF for help.

IMF loan conditions

The preconditions that the IMF places on its loans to debtor countries vary according to the individual
situation of each country, but the general position is as follows.
The IMF wants countries which borrow from the IMF to get into a position to start repaying the loans
fairly quickly. To do this, the countries must take effective action to improve their balance of
payments position.
To make this improvement, the IMF generally believes that a country should take action to reduce
the demand for goods and services in the economy (e.g. by increasing taxes and cutting
government spending).
With 'deflationary' measures along these lines, standards of living will fall (at least in the short
term) and unemployment may rise. The IMF regards these short-term hardships to be necessary if a
country is to succeed in sorting out its balance of payments and international debt problems.

The existence of the IMF affects multinational companies by bringing a measure of financial stability by
Ensuring that national currencies are always convertible into other foreign currencies.
Stabilizing the position of countries that are having difficulties repaying international loans
The strict terms attached to IMF loans can lead to economic stagnation as countries struggle to
repay these loans.
Deflationary policies imposed by the IMF may damage the profitability of multinationals'
subsidiaries by reducing their sales in the local market.
Higher interest rates are likely to be introduced to suppress domestic consumers' demand for
imports.

The World Bank

The World Bank lends to creditworthy governments of developing nations to finance projects and policies
that will stimulate economic development and alleviate poverty.

The World Bank consists of two institutions,

The international bank for reconstruction and development (ibrd)
International Development Association (IDA).

The IBRD focuses on middle-income and creditworthy poorer countries, while the IDA focuses exclusively
on the worlds poorest countries. Both the IBRD and the IDA aim to provide finance for projects
concerned with the development of agriculture, electricity, transport (which are likely to have an impact on
the poorest people) on attractive terms. IBRD loans must normally be repaid within 15 years, and IDA
loans are interest free and have a maturity of up to 40 years.

European Central Bank

The European Central Bank (ECB) was established in 1998 and is based in Frankfurt. It is responsible for
administering the monetary policy of the EU Euro zone member states and is thus one of the world's
most powerful central banks.

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The main objective of the ECB is to maintain price stability within the Eurozone (keep inflation low). Its
key tasks are to define and implement monetary policy for the Euro zone member states and to conduct
foreign exchange operations.

The main relevance of the ECB to a multinational organisation is that by keeping inflation low, the ECB
can help to create long-term financial stability. For example, low inflation should help to protect the value
of the euro over the long-term. This is helpful to multinational organisations with assets and profits
denominated in Euros.

Bank of England
The Bank of England is the central bank of the UK. In 1997 it became an independent public organisation
with independence on setting monetary policy.

The Bank of England performs all the functions of a central bank. The most important of these functions is
the maintenance of price stability and support of British economic policies (thus promoting economic
growth). Stable prices and market confidence in sterling are the two main criteria for monetary stability.
The bank aims to meet inflation targets set by the Government by adjusting interest rates (determined by
the Monetary Policy Committee which meets on a monthly basis).

Financial stability is maintained by protecting against threats to the overall financial system. Such threats
are detected through the bank's surveillance and market intelligence functions and are dealt with through
domestic and international financial operations. The bank can also operate as a 'lender of last resort'
that is, it will extend credit when no other Institution will.

Federal Reserve System

The Federal Reserve System (known as the Fed) is the central banking system of the United States.
Created in 1913, its responsibilities and powers have evolved significantly over time. Its current main
duties include conducting the US monetary policy, maintaining stability of the financial system and
supervising and regulating banking institutions.

Whilst the Board of Governors states that the Fed can make decisions without ratification by the
President or any other member of government, its authority is derived from US Congress and subject to
its oversight.

The Fed also acts as the lender of last resort to those institutions that cannot obtain credit elsewhere
and the collapse of which would have serious repercussions for the economy.

The Fed sets monetary policy by influencing the Federal funds rate (the rate of interbank lending of
excess reserves) using the three tools of monetary policy:
(1) Open market operations the purchase and sale of US Treasury and federal agency securities.
Such operations allow the Fed to increase or decrease the amount of money in the banking system.
(2) Discount rate the interest rate charged to commercial banks on loans they receive from the Fed.
This rate is generally set at a rate close to 100 base points above the target federal funds rate in an
attempt to encourage banks to seek alternative funding before approaching the Fed.
(3) Reserve requirements (required reserve ratio) the amount of funds that a depository institution
must hold in reserve against specified deposit liabilities

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Behavioral Finance

Behavioral finance considers the impact of psychological factors on financial decision-making. This
challenges the idea that share prices and investor returns are determined by rational economic criteria.

1. Psychological factors affecting decision making

Behavioral finance examines the psychological factors that lie behind financial decision making; some
of the main factors are listed below.
Overconfidence
Investors and managers have a tendency to overestimate their own abilities.

Search for patterns, herding and cognitive dissonance

Investors look for patterns which can be used to justify investment decisions. This might involve
analyzing a companys past returns and using this to extrapolate future performance. It might also
involve comparing peaks or troughs in the stock market to historic peaks and troughs in previous
decades. This type of behavior can lead to herding, where people buy (or sell) shares because
share prices are rising (or falling) and can help to explain stock market bubbles (or crashes).
Herding is also based on the psychological comfort of following the crowd.

A stock market bubble can emerge because investors buy shares simply because share prices
have been rising in the past, this then creates a stronger rise in share prices which in turn creates
a stronger demand for shares. Share prices can therefore be driven up to a level that is not
justified given the future profit potential due investors following the crowd and continuing to buy
shares.

This is compounded by a reluctance of investors to admit that they are wrong (sometimes
referred to as cognitive dissonance).

Narrow framing
Many investors fail to see the bigger picture, and focus too much on short-term fluctuations in
share price movements.
Availability bias People will often focus more on information that is prominent (available).
Prominent information is often the most recent information about a company, and this may help to
explain why share prices move significantly shortly after financial results are published.

Conservatism
Investors and managers are resistant to changing their opinion so, for example, if a companys
profits are better than expected the share price may not react significantly because investors
under react to this news

2. Share valuation
Behavioral finance suggests that managers are over-confident in their own abilities. This helps to
explain why most boards believe that the market undervalues their shares. This can lead to
managers taking actions that may not be in their shareholders best interests, such as delisting from
the stock market or defending against a takeover bid that they believe undervalues their company.

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3. Acquisitions
Behavioral finance can also explain why many acquisitions are over-valued, this aspect of behavioral
finance is covered in chapter 10.

4. CAPM
Behavioral finance conflicts with theories (such as the capital asset pricing model) that suggest that
asset prices and investor returns are determined in a rational manner, based on the anticipated risk
and future cash flows of a share.

For example, narrow framing can mean that if a single share in a large portfolio performs badly in a
particular week then logically this should not matter greatly to an investor who is investing in shares
over say a twenty year period. However in reality it does seem to matter, so investors are showing a
greater aversion to risk than the capital asset pricing model (which argues that diversified investors
should only care about systematic risk) suggests they should.

5. Financial strategy
Behavioral factors such as overconfidence and cognitive dissonance can also explain why managers
persist with investment strategies that are unlikely to succeed. For example, in the face of economic
logic managers will often delay decisions to terminate projects for behavioral reasons.

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Islamic Finance

Islamic finance is finance that is compliant with Sharia'a law.

Islamic finance transactions are based on the concept of sharing risk and reward between the investor
and the user of funds.

The object of an Islamic finance undertaking is not simply the pursuit of profit, but that the economic
benefits of the enterprise should extend to goals such as social welfare and full employment. Making profits
by lending alone and the charging of interest is for bid den under Sharia'a law. The business of trading
goods and investment in Sharia'a acceptable enterprises form the core of Islamic finance.

Riba
Riba (interest) is for bid den in Islamic finance.

Riba is generally interpreted as the predetermined interest collected by a lender, which the lender
receives over and above the principal amount it has lent out. The Quranic ban on riba is absolute.
Riba can be viewed as unacceptable from three different perspectives, as outlined below.
For the borrower
Riba creates unfairness for the borrower when the enterprise makes a profit which is less than the
interest payment, turning their profit in to a loss.
For the lender
Riba creates unfairness for the lender in high inflation environments when the returns are likely to be
below the rate of inflation.

For the economy

Riba can result in inefficient allocation available resources in the economy and may contribute to
instability of the system. In an interest-based economy, capitalis directed to the borrower with the
highest credit worthiness rather than the borrower who would make the most efficient use of the
capital.

Islamic Finance Contracts

Mudaraba a partnership contract
Musharaka a form of equity where a partnership exists and profits and losses are shared
Murabaha a form of credit sale
Ijara a form of lease
Sukuk similar to a bond

Mudaraba Contract
A mudaraba transaction is a partnership transaction in which only one of the partners (the rab al mal)
contributes capital, and the other (the mudarib) contributes skill and expertise. The contributor of capital
has no right to interfere in the day to day operations of the business. Due to the fact that one of the
partners is running the business and the other is solely providing capital, the investor has to rely heavily
on the mudarib, their ability to manage the business and their honesty when it comes to profit share
payments.

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Mudaraba transactions are particularly suited to private equity investments or for clients depositing money
with a bank.

Investing Partner BusinessPartner

(RabalMal) (Mudarib)

Profit & loss Capital Expertise Profit & loss

BusinessPartner

(Mudarib)

The roles of and the returns received by the rab-al-mal and mudarib under a
mudaraba contract
Capital injection
The investor provides capital for the project or company. Generally, an investor will not provide any
capital unless a clearly defined business plan is presented to them. In this structure, the investor
provides 100% of the capital.

Skill and expertise

The business manager's contribution to the partnership is their skill and expertise in the chosen
industry or area.

Profit and loss

Any profits will be shared between the partners according to the ratios agreed in the original contract.
Any losses are solely attributable to the investor due to the fact that they are the sole provider of all
capital to the project. In the event of a loss, the business manager does not receive any
compensation (mudarib share) for their efforts. The only exception to this is when the business
manager has been negligent, in which case they become liable for the total loss.

The investor in a mudaraba transaction is only liable to the extent of the capital they have provided.
As a result, the business manager cannot commit the business for any sum which is over and above
the capital provided.

The mudaraba contract can usually be terminated at any time by either of the parties giving a
reasonable notice. Typically, conditions governing termination are included in the contract so that any
damage to the business or project is eliminated in the event that the investor would like to take their
equity out of the venture.

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The rab al mal has no right to interfere with the operations of the business, meaning this situation is
similar to an equity investment on a stock exchange.

Musharaka partnership contract

Musharaka transactions are typically suitable for investments in business ventures or specific business
projects, and need to consist of at least two parties, each of which is known as musharik. It is widely used
in equity financing.

Once the contract has been agreed between the partners, the process can be broken down into the
following two main components.
a) All partners bring a share of the capital as well as expertise to the business or project. The partners
do not have to provide equal amounts of capital or equal amounts of expertise.
b) Any profits will be shared between the partners according to the ratios agreed in the original contract.
To the contrary, any losses that the project might incur are distributed to the partners strictly in
proportion to capital contributions. Although profits can be distributed in any proportion by mutual
consent, it is not permissible to fix a lump sum profit for any single partner. This transaction is similar
to venture capital, for example a management buyout, where both parties contribute both capital and
expertise. The venture capitalist will want board representation and therefore provides expertise and
they will also want management to provide capital to demonstrate their commitment.

Murabaha contract
Instruments with predictable returns are typically favoured by banks and their regulators since the
reliance on third-party profit calculations is eliminated.

A murabaha transaction is a deferred payment sale or an instalment credit sale and is mostly used for the
purchase of goods for immediate delivery on deferred payment terms. In its most basic form, this
transaction involves the seller and buyer of a good, as can be seen below.

Simple murabaha structure

1. Dellver goods today

Seller Buyer
2. Pay for goods later

As part of the contract between the buyer and the seller, the price of the goods, the mark-up, the delivery
date and payment date are agreed. The sale of the goods is immediate, against future payment. The
buyer has full knowledge of the price and quality of goods they buy. In addition, the buyer is also aware of
the exact amount of mark-up they pay for the convenience of paying later. In the context of trading, the
advantage to the buyer is that they can use the goods to generate a profit in their business and
subsequently use the profit to repay the original seller.

The underlying asset can vary, and can include raw materials and goods for resale.

Sharia'a prescribes that certain conditions are required for a sales contract (which include murabaha
contracts) to exist.
The object in the contract must actually exist and be owned by the seller.

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The object is offered for a price and both object and price are accepted (the price should be within fair
market range).
The object must have a value.
The object in question and its exchange may not be prohibited by Sharia'a.
The buyer in the contract has the right to demand that the object is of suitable quality and is not
defective.
A bank can provide finance to a business in a murabaha transaction as follows.
The manager of the business identifies an asset that the business wants to buy.
The bank agrees to buy the asset, and to resell it to the business at an agreed (fixed) price, higher
than the original purchase price of the asset.
The bank will pay for the asset immediately but agrees to payment from the business under a
deferred payment arrangement (murabaha).
The business therefore obtains the asset 'now' and pays for it later. This is similar in effect to
arranging a bank loan to purchase the asset, but it is compliant with Sharia'a law.

Ijara contract
An ijara transaction is the Islamic equivalent of a lease where one party (lessor) allows another party
(lessee) to use their asset against the payment of a rental fee. Two types of leasing transactions exist:
operating and finance leases. The only distinction between the two is the presence or absence o fa
purchase undertaking from the lessee to buy the asset at the end of the lease term. In a finance lease, this
purchase undertaking is provided at the start of the contract. The lessor cannot stipulate that they will only
lease the asset if the lessee signs a purchase undertaking.

Not every asset is suitable for leasing. The asset needs to be tangible, non-perishable, valuable, identifiable
and quantifiable.

In an operating lease, depicted in Figure1, the lessor leases the asset to the lessee for a pre-agreed
period and the lessee pays pre-agreed periodic rentals. The rental or lease payments can either be fixed
for the period or floating with periodical refixing.

Figure1:Operating lease

At the end of the period, the lessee can either request to extend the lease or hand the asset back to the
lessor. When the asset is returned to the lessor at the end of the period, they can either lease it to
another counter party or sell the asset in the open market. If the lessor decides to sell the asset, they may
offer it to the lessee.

In a finance lease, as depicted in Figure 2, the process is the same as for an operating lease, with the
exception that the lessor amortises the asset over the term of the lease and at the end of the period the
asset will be sold to the lessee.

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Figure2:Finance lease

As with an operating lease, rentals can be fixed for the period or floating. As part of the lease agreement,
the amount at which the lessee will purchase the asset upon expiry of the lease is specified.

In both forms of ijara the lessor is the owner of the asset and incurs all risk associated with ownership.
While the lessee bears the responsibility for wear and tear, day to day maintenance and damage, the
lessor is responsible for major maintenance and insurance. Due to the fact that the lessee is using the
asset on a daily basis, they are often in a better position to determine maintenance requirements, and are
generally appointed by the lessor as an agent to ensure all maintenance is carried out. In addition, the
lessee is, in some cases, similarly appointed as agent for the lessor to insure the asset.

In the event of a total loss of the asset, the lessee is no longer obliged to pay the future periodic rentals.
However, the lessor has full recourse to any insurance payments.

Sukuk is about the finance provider having ownership of real assets and earning a return sourced from
those assets. This contrasts with conventional bonds where the investor has a debt instrument earning
the return predominately via the payment of interest (riba). Riba or excess is not allowed under Sharia
law.

There has been considerable debate as to whether sukuk instruments are akin to conventional debt or
equity finance. This is because there are two types of sukuk:

Asset based raising finance where the principal is covered by the capital value of the asset but the
returns and repayments to sukuk holders are not directly financed by these assets.

Asset backed raising finance where the principal is covered by the capital value of the asset but the
returns and repayments to sukuk holders are directly financed by these assets.

There are fundamental differences between these. The diagrams set out below explain the mechanics of
how each sukuk operates.

ASSET-BASED SUKUK
Sukuk Al-ijarah: financing acquisition of asserts or raising capital through sale and lease back.
1. Sukuk holders subscribe by paying an issue price to a special purpose vehicle (SPV) company.
2. In return, the SPV issues certificates indicating the percentage they own in the SPV.
3. The SPV uses the funds raised and purchases the asset from the obligor (seller).
4. In return, legal ownership is passed to the SPV.
5. The SPV then, acting as a lessor, leases the asset back to the obligor under an Ijarah agreement.
6. The obligor or lessee pays rentals to the SPV, as the SPV is the owner and lessor of the asset.
7. The SPV then make periodic distributions (rental and capital) to the sukuk holders.

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ASSET-BACKED SUKUK
Sukuk: Securitisation of Leasing Portfolio
1. Sukuk holders subscribe by paying an issue price to a SPV company.
2. In return, the SPV issues certificates indicating the percentage they own in the SPV.
3. The SPV will then purchase a portfolio of assets, which are already generating an income stream.
4. In return, the SPV obtains the title deeds to the leasing portfolio.
5. The leased assets will be earning positive returns, which are now paid to the SPV company.
6. The SPV then makes periodic distributions (rental and capital) to the sukuk holders.
7. With an asset-based sukuk, ownership of the asset lies with the sukuk holders via the SPV. Hence,
they would have to maintain and insure the asset. The payment of rentals provides the return and the
final redemption of the sukuk is at a pre-agreed value. As the obligor is the lessee, the sukuk holders
have recourse to him if default occurs. This makes this type of sukuk more akin to debt or bonds.

Asset-backed sukuk certainly have the attributes of equity finance the asset is owned by the SPV. All of
the risks and rewards of ownership passes to the SPV. Hence, should the returns fail to arise the sukuk
holders suffer the losses. In addition, redemption for the sukuk holders is at open market value, which
could be nil.

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Type Topic Attempt Question

- Acquistions and Mergers Jun-08 Mercury Training
- Acquistions and Mergers Jun-08 Saturn Systems
- Acquistions and Mergers Dec-09 Kodiak Company
- Acquistions and Mergers Jun-07 Burcolene
- Acquistions and Mergers Dec-12 Sigra Co
- Acquistions and Mergers Jun-13 Hav Co
- Acquistions and Mergers Dec-13 Makonis Co
- Acquistions and Mergers Jun-14 Vogel Co
Case Study Acquistions and Mergers Dec-14 Avem Co
Case Study Acquistions and Mergers Dec-13 Chmura Co
Case Study Acquistions and Mergers Jun-11 Pursuit Co
Case Study Acquistions and Mergers Jun-12 Nente Co
- Advanced Investment Appraisal Jun-09 Your Business
- Advanced Investment Appraisal Jun-12 Tisa Co
- Advanced Investment Appraisal Jun-11 MMC Co
- Advanced Investment Appraisal Jun-10 Marengo Co
- Real Options Jun-07 Digunder
- Advanced Investment Appraisal Jun-14 Burung Co
- Advanced Investment Appraisal Dec-07 Airline Business
- Advanced Investment Appraisal Dec-10 Fubuki
- Advanced Investment Appraisal Dec-12 Coeden Co
- Advanced Investment Appraisal Dec-11 Levante Co
- Bond Durations Pilot Paper GNT Co
- MIRR & VAR Dec-14 Riviere Co
Case Study Advanced Investment Appraisal Jun-15 Yilwande Co
Case Study Advanced Investment Appraisal Jun-13 Mlima Co
Case Study Advanced Investment Appraisal Pilot Paper Tramont Co
- Corporate Reconstruction and Reorganization Pilot Paper Doric Co
- Corporate Reconstruction and Reorganization Dec-11 Proteus Co
- Corporate Reconstruction and Reorganization Jun-12 Ennea
- Corporate Reconstruction and Reorganization Dec-13 Nubo Co
- Corporate Reconstruction and Reorganization Jun-15 Bento
- Foreign Currency Risk Management Jun-13 Kenduri Co
- Foreign Currency Risk Management Jun-10 Multidrop
- Foreign Currency Risk Management Jun-11 Casasophia Co
- Interset Rate Risk Management Pilot Paper Alecto Co
- Interset Rate Risk Management Dec-08 Phobos Co
- Interset Rate Risk Management Dec-09 Katmai Co
- Interset Rate Risk Management Jun-14 Keshi Co

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 [P4 Revision Notes]

Type Topic Attempt Question

- Interset Rate Risk Management Jun-15 Daikon Co
Case Study Foreign Currency Risk Management Jun-14 CMC Co
Foreign Currency Risk Management Dec-12 Lingum Co

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