Capital Structure Policy: Fourth Edition

Fundamentals of Corporate
Finance
Fourth Edition
Robert Parrino, Ph.D.; David S. Kidwell, Ph.D.; Thomas W. Bates,
Ph.D.; Stuart Gillan, Ph.D.
Chapter 16
Capital Structure Policy

Chapter 16: Capital Structure Policy
Copyright ©2018 John Wiley & Sons, Inc. 2

Learning Objectives
1. Describe the two Modigliani and Miller propositions, the key
assumptions underlying them, and their relevance to capital
structure decisions; use Proposition 2 to calculate the return on
equity
2. Discuss the benefits and costs of using debt financing and
calculate the value of the income tax benefit associated with
debt
3. Describe the trade-off and pecking order theories of capital
structure choice and explain what the empirical evidence tells us
about these theories
4. Discuss some of the practical considerations that managers are
concerned with when they choose a firm’s capital structure
Capital Structure and Firm Value (1 of 3)
• A firm’s capital structure is the mix of financial securities
used to finance its activities
• The mix will always include common stock and will often
include debt and preferred stock
• The firm may have several classes of common stock, for
example with different voting rights and possibly different
claims on the cash flows available to stockholders

• The debt at a firm can be long term or short term, secured
or unsecured, convertible or not convertible into common
stock, and so on
• Preferred stock can be cumulative or noncumulative and
convertible or not convertible into common stock
• The fraction of the total financing that is represented by
debt is a measure of the financial leverage in the firm’s
capital structure

• A higher fraction of debt indicates a higher degree of
financial leverage
• The amount of financial leverage in a firm’s capital structure
is important because it affects the value of the firm

Optimal Capital Structure
• Managers at a firm choose a capital structure so that the mix
of securities making up the capital structure minimizes the
cost of financing the firm’s activities
• The capital structure that minimizes the cost of financing the
firm’s projects is also the capital structure that maximizes
the total value of those projects and, therefore, the overall
value of the firm

The Modigliani and Miller
Propositions (1 of 4)
• M&M Proposition 1
o States that the capital structure decisions a firm makes will
have no effect on the value of the firm if:
• There are no taxes
• There are no information or transaction costs
• The real investment policy of the firm is not affected by its
capital structure decisions

Exhibit 16.1 Capital Structure and Firm Value under M&M Proposition 1
The size of the pie represents the present value of the free cash flows that the assets of a firm are expected
to produce in the future (VFirm). The sizes of the slices reflect the value of the total cash flows that the debt
holders (VDebt) or stockholders (VEquity) are entitled to receive for three different capital structures. Under the
three conditions identified by M&M, the total value of the cash flows to the debt holders and stockholders
does not change, regardless of which capital structure the firm uses.

M&M Proposition 1: Equation
• The real investment policy of the firm includes the criteria that
the firm uses in deciding which real assets (projects) to invest in
• The market value of the debt plus the market value of the equity
must equal the value of the cash flows produced by the firm’s
assets, referred to as firm value or enterprise value
Equation 16.1
VFirm  VAssets  VDebt  VEquity

M&M Proposition 1
• The combined value of the equity and debt claims (represented
by the present value of free cash flows the firm’s assets are
expected to produce in the future) does not change when you
change the capital structure of the firm if no one other than the
stockholders and the debt holders are receiving cash flows
• Such a change is called a financial restructuring, where a
combination of financial transactions occur that change the
capital structure of the firm without affecting its real assets

• M&M Proposition 2 states that the required return on a firm’s
common stock is directly related to the debt-to-equity ratio
• If a firm has one type of equity, then:
Equation 16.2
WACC  xDebt k Debt  xcs kcs
• If we rearrange equation 16.2, we have:
Equation 16.3
 VDebt 
kcs  k Assets    k Assets  k Debt 
 Vcs 
M&M Proposition 2 (1 of 4)
• Equation 16.3 reflects two sources of risk in cash flows to
stockholders
o Business risk associated with the characteristics of the firm’s
business activities
o Financial risk associated with the capital structure of the firm,
which reflects the effect that the firm’s financing decisions
have on the riskiness of the cash flows that the stockholders
will receive
• Financial risk is associated with required payments to firm’s
lenders

Exhibit 16.2 Relations between Business Risk, Financial Risk, and Total Equity Risk
The total risk associated with the cash flows that stockholders are entitled to receive reflects the risk related to the
firm’s assets (business risk) and the risk related to the way those assets are financed (financial risk). (We assume here
that net income is a reasonable measure of these cash flows.)
6
M&M assumed that the cost of debt was constant and equal to the risk-free rate when they derived their Proposition 2. Of course, we know
that the rate of return required by investors increases with risk and that the riskiness of the interest and principal payments on debt increases
with leverage. Therefore, the cost of debt must also increase with leverage. If you look carefully at Equation 16.3, you will notice that (kAssets
− kDebt) gets smaller as leverage increases because, although kDebt gets larger, kAssets does not change. Although this suggests that kcs can get
smaller as leverage increases (specifically, the decrease in kAssets − kDebt might more than off set the increase in VDebt/Vcs), this never happens in
practice. The cost of common stock always increases with leverage.
7
In previous chapters, we discussed a number of reasons that net income might differ from the cash flows to which stockholders have a claim.
For example, accounting accruals may cause net income to differ from cash flows, or depreciation charges might not equal actual cash
expenditures on capital equipment or working capital in a particular year. For the time being, we will ignore these potential complications.

Exhibit 16.3 Illustration of Relations between Business Risk, Financial Risk, and
Total Risk
The exhibit shows how a decrease in revenue affects net income (total equity risk) for four
different combinations of debt financing (financial risk) and operating leverage (business
risk). In columns 1 and 2, we see the effect on a firm with no debt and low operating
leverage; in columns 3 and 4, no debt and high operating leverage; in columns 5 and 6,
debt and low operating leverage; and in columns 7 and 8, debt and high operating
leverage. As you can see, total equity risk, represented by the percent drop in net income,
is greater when operating leverage is higher (for example, compare columns 1 and 2 with
columns 3 and 4) and when a firm has financial risk (for example, compare columns 1 and
2 with columns 5 and 6). Furthermore, financial risk magnifies operating risk (for
example, compare columns 3 and 4 with columns 7 and 8).

No Financial Risk Financial Risk
Low Operating High Operating Low Operating High Operating

Leverage Leverage Leverage Leverage
Column 1 2 3 4 5 6 7 8
Fixed costs as a percent of total costs 20% 60% 20% 60%
Interest expense $0.00 $0.00 $15.00 $15.00
Before After Before After Before After Before After
Revenue $100.00 $80.00 $100.00 $80.00 $100.00 $80.00 $100.00 $80.00
− Cost of goods sold (VC) 60.00 48.00 30.00 24.00 60.00 48.00 30.00 24.00
Gross profit $ 40.00 $32.00 $ 70.00 $56.00 $ 40.00 $32.00 $ 70.00 $56.00
− Selling, general, & admin. (FC) 15.00 15.00 45.00 45.00 15.00 15.00 45.00 45.00
Operating profits $ 25.00 $17.00 $ 25.00 $11.00 $ 25.00 $17.00 $ 25.00 $11.00
− Interest expense 0.00 0.00 0.00 0.00 15.00 15.00 15.00 15.00
Earnings before tax $ 25.00 $17.00 $ 25.00 $11.00 $ 10.00 $ 2.00 $ 10.00 −$4.00
− Income taxes (35%) 8.75 5.95 8.75 3.85 3.5 0.7 3.5 − 1.40
Net income $ 16.25 $ 11.05 $ 16.25 $ 7.15 $ 6.50 $ 1.30 $ 6.50 −$2.60
Percent change in net income −32% −56% −80% −140%

Example: M&M Proposition (1 of 2)
• After its restructuring, Millennium Motors will be financed
with 20% debt and 80% common equity. The return on
assets is 10% and the return on debt is 5%. What is the cost
of equity for the firm?
 0.2 
kcs  0.10     0.10  0.05   0.1125, or 11.25%
 0.8 

Example: M&M Proposition (2 of 2)
Exhibit 16.4 Illustrations of
M&M Proposition 2
The costs of assets, common stock,
and debt for different debt-to-
equity ratios. Figure A assumes that
the cost of debt remains constant,
and Figure B assumes that the cost
of debt increases with leverage.
The cost of assets, which is the
return that investors require to
compensate them for business risk,
does not change with leverage. As
M&M Proposition 2 tells us, the
cost of common stock increases
with leverage.

The Modigliani and Miller Propositions
(4 of 4)
• What the M&M Propositions tell us:

o M&M analysis tells us exactly where we should look if we
want to understand how capital structure affects firm value
and the cost of equity
o If financial policy matters, it must be because of:
• Taxes
• Information or transaction costs
• Capital structure choices that affect a firm’s real
investment policy

Venture Capital
• Venture capitalists provide more than financing
o The extent of the venture capitalists’ involvement depends
on the experience of the management team
o One of their most important roles is to provide advice
o Because of their industry and general knowledge about what
it takes for a business to succeed, they provide counsel for
entrepreneurs when a business is started and during early
stages of operation

Venture Capital: Cost
• The cost of venture-capital funding
o The cost is very high, but the high rates of return earned by
venture capitalists are not unreasonable
o A typical venture-capital fund may generate annual returns
of 15-25%, compared with an average annual return for the
S&P500 of about 12%

The Benefits of Debt (1 of 9)
• Interest tax shield benefit
o The most important benefit from including debt in a firm’s
capital structure stems from the fact that firms can deduct
interest payments for tax purposes but cannot deduct dividend
payments
o This makes it less costly to distribute cash to security holders
through interest payments than through dividends

Exhibit 16.5 Capital Structure and Firm Value with Taxes

Leverage can increase the value of a firm when interest payments are tax deductible but dividend payments are not.
The pie on the left represents a firm financed entirely with equity. The slice labeled V Taxes 1 reflects the proportion of
the cash flows from operations that this firm pays in taxes. The two pies to the right illustrate how the value of the
cash flows paid in taxes decreases as leverage is increased. By reducing the fraction paid in taxes, leverage
increases the value of the firm in these examples.
10
This effect is off set somewhat by the fact that dividends and capital gains are taxed at a lower rate than interest income in individual
income tax returns. This effect is secondary to the corporate income tax effect because it is smaller in magnitude and because many
investors, such as pension funds, endowments, and foundations, pay no taxes at all.

o The total dollar amount of interest paid each year, and therefore
the amount that will be deducted from the firm’s taxable income,
is 𝐷×𝑘𝐷𝑒𝑏𝑡
o This will result in a reduction in taxes where t is the firm’s
marginal tax rate that applies to the interest expense deduction
o If this reduction will continue in perpetuity, the present value of
the tax savings from debt is:
CF D  k Debt  t
VTax savings debt  PVA  
i i

Example: Benefits of Debt
• You are considering borrowing $1,000,000 at an interest rate of
6% for your pizza business. Your pizza business generates pre-tax
cash flows of $300,000 each year and pays taxes at a rate of 25%.
The cost of equity is 10%. What is the value of your firm without
debt, and how much would debt increase its value? What is
WACC before and after restructuring?
$300,000  1  0.25 

VFirm   $2, 250,000
0.10
Value of tax shield  $1,00,000  0.25  $250,000

o The perpetuity model assumes that:
• The firm will continue to be in business forever
• The firm will be able to realize the tax savings in the years in
which the interest payments are made (the firm’s EBIT will
always be at least as great as the interest expense)
• The firm’s tax rate will remain constant

Exhibit 16.6 How Firm Value Changes with Leverage When Interest Payments Are Tax Deductible and
Dividends Are Not
The value of a firm increases with leverage when interest payments are tax deductible and dividend payments are
not, and when the second and third M&M conditions—that there are no information or transaction costs and that the
real investment policy of the firm is not affected by its capital structure decisions—apply.

Exhibit 16.7 The Effect of Taxes on the Firm Value and WACC of Millennium Motors
The value of Millennium Motors increases and its WACC decreases with the amount of debt in the capital structure. The
calculations assume that the cost of debt remains constant regardless of the amount of leverage and that the second and
third M&M conditions apply.
Total debt
$0 $200 $400 $600 $800
Cost of debt 5.00% 5.00% 5.00% 5.00% 5.00%
EBIT $100.00 $100.00 $100.00 $100.00 $100.00
Interest expense — 10.00 20.00 30.00 40.00
Earnings before taxes $100.00 $ 90.00 $ 80.00 $ 70.00 $ 60.00
Taxes (35%) 35.00 31.50 28.00 24.50 21.00
Net income $ 65.00 $ 58.50 $ 52.00 $ 45.50 $ 39.00
Dividends $ 65.00 $ 58.50 $ 52.00 $ 45.50 $ 39.00
Interest payments — 10.00 20.00 30.00 40.00
Payments to investors $ 65.00 $ 68.50 $ 72.00 $ 75.00 $ 79.00
Value of equity $650.00 $520.00 $390.00 $260.00 $130.00
Cost of equity 10.00% 11.25% 13.33% 17.50% 30.00%
Firm value $650.00 $720.00 $790.00 $860.00 $930.00
WACC 10.00% 9.03% 8.23% 7.56% 6.99%

o With taxes the cost of equity can be written as:
Equation 16.5
 VDebt 
kCS  k Assets     k Assets  k Debt  1  t 
 VCS 

• Other benefits
o Underwriting spreads and out-of-pocket costs are more than
three times as large for stock sales as they are for bond sales
o Debt provides managers with incentives to focus on
maximizing the cash flows that the firm produces since interest
and principal payments must be made when they are due

• Other benefits
o Because managers must make these interest and principal
payments or face the prospect of bankruptcy, not making the
payments can destroy a manager’s career
o Debt can be used to limit the ability of bad managers to waste
the stockholder’s money on things such as fancy jet aircraft,
plush offices, and other negative-NPV projects that benefit the
managers personally

The Costs of Debt
• Financial managers limit the amount of debt in their firms’
capital structures in part because there are costs that can
become quite substantial at high levels of debt
• At low levels of debt, the benefits are greater than the costs,
and adding additional debt increases the overall value of the
firm
o At some point, the costs begin to exceed the benefits, and
adding more debt financing destroys firm value
o Financial managers want to add debt just to the point at which
the value of the firm is maximized

The Costs of Debt: Bankruptcy Costs (1 of 3)
• Also referred to costs of financial distress, are costs associated

with financial difficulties that a firm might get into because it
uses too much debt financing
• The term bankruptcy cost is used rather loosely in capital
structure discussions to refer to costs incurred when a firm gets
into financial distress
o Firms can incur bankruptcy costs even if they never actually file for
bankruptcy
o Direct bankruptcy costs are out-of-pocket costs that a firm incurs
as a result of financial distress
• They include things such as fees paid to lawyers, accountants, and
consultants

• Indirect bankruptcy costs are costs associated with changes in

the behaviour of people who deal with a firm in financial distress
o Some of the firm’s potential customer’s will decide to purchase a
competitor’s products because of concerns the firm will not be able
to honor its warranties, or that parts or service will not be available
in the future
o Some customers will demand a lower price to compensate them for
these risks

Exhibit 16.8 Trade-Off Theory of Capital Structure

The benefits and costs of debt combine to affect firm value. For low levels of debt, adding more debt to a firm’s
capital structure increases firm value because the additional (marginal) benefits are greater than the additional
(marginal) costs. However, at some point, which is the point at which the value of the firm is maximized, the costs
of adding more debt begin to outweigh the benefits, and the value of the firm decreases as more debt is added. The
difference between the upward-sloping line and the curved line reflects the costs associated with debt.

The Costs of Debt: Agency Costs (1 of 4)
• Result from conflicts of interest between principals and agents
where one party, the principal, delegates its decision-making
authority to another party, the agent
• The agent is expected to act in the interest of the principal, but
agents sometimes have interests that conflict with those of the
principal
• Stockholder-manager agency costs occur to the extent that if the
incentives of the managers are not perfectly identical to those of
the stockholders, managers will make some decisions that benefit
themselves at the expense of the stockholders

• Using debt financing provides managers with incentives to focus
on maximizing the cash flows that the firm produces and limits
the ability of bad managers to waste the stockholders’ money on
negative NPV projects
• These benefits amount to reductions in the agency costs
associated with the principal/agent relationship between
stockholders and managers
• While the use of debt financing can reduce agency costs, it can
also increase these costs by altering the behavior of managers
who have a high proportion of their wealth riding on the success
of the firm, through their stockholdings, future income, and
reputations

• The use of debt increases the volatility of a firm’s earnings and the
probability that the firm will get into financial difficulty
• Increased risk causes managers to make more conservative decisions.
• Stockholder-Lender Agency Costs – occur when investors lend
money to a firm and delegate authority to the stockholders to decide
how that money will be used
• Lenders expect that the stockholders, through the managers they
appoint, will invest the money in a way that enables the firm to make
all of the interest and principal payments that have been promised
o However, stockholders may have incentives to use the money in ways
that are not in the best interests of the lenders

• Lenders know that stockholders have incentives to distribute some or all
of the funds that they borrow as dividends and so they protect
themselves against this sort of behavior by including provisions in the
lending agreements that limit the ability of stockholders to pay dividends
and conduct other behaviors
o These protections are not, however, foolproof
o One example of this behaviour is known as the asset substitution problem,
where once a loan has been made to a firm, the stockholders have an
incentive to substitute less risky assets for more risky assets such as
negative-NPV projects
o Another example behaviour is known as the underinvestment problem and
it occurs in a financially distressed firm when the value that is created by
investing in a positive-NPV project is likely to go to the lenders instead of
the stockholders, the firm therefore forgoes financing and undertaking the
project
The Trade-Off Theory
• The trade-off theory of capital structure says that managers
choose a specific target capital structure based on the trade-offs
between the benefits and the costs of debt
• The theory says that managers will increase debt to the point at
which the costs and benefits of adding an additional dollar of
debt are exactly equal because this is the capital structure that
maximizes firm value

The Pecking-Order Theory
• The pecking order theory recognizes that different types of
capital have different costs. This leads to a pecking order in the
financing choices that managers make. Managers choose the least
expensive capital first then move to increasingly costly capital
when the lower-cost sources of capital are no longer available
o Managers view internally generated funds, or cash on hand, as the
cheapest source of capital
o Debt is more costly to obtain than internally generated funds but is
still relatively inexpensive
o Raising money by selling stock is the most expensive

The Empirical Evidence (1 of 4)
• When researchers compare the capital structures in different
industries, they find evidence that supports the trade-off theory
• Some researchers argue that, on average, debt levels appear to
be lower than the trade-off theory suggests they should be

Exhibit 16.9 Average Capital Structures for Selected Industries in 2016
This table shows average capital structures for different U.S. industries in 2016. The industries are arranged in order
of declining debt-to-firm value ratios, where firm value is estimated as the market value of equity plus the book
value of debt. Industries with a great many tangible assets, such as the building construction, air transportation, and
printing, publishing, and related industries, tend to have larger debt-to-firm value ratios.
Industry Description Number of Firms Debt/Firm Value

Building construction 23 0.46
Gas, electric, and sanitary services 126 0.38
Communications (including telephone companies) 79 0.37
Financial services 500 0.35
Air transportation 19 0.34
Paper and allied product manufacturers 25 0.33
Printing, publishing, and related industries 22 0.30
Transportation equipment (including automobiles) 77 0.25

Industry Description Number of Firms Debt/Firm Value
Food stores 12 0.24
Food manufacturers 61 0.19
Business service companies 366 0.14
Electronic and other electrical equipment 193 0.14
(including computer) manufacturers
Furniture and fixture manufacturers 19 0.11
Chemicals and allied products 460 0.11
(including drug companies)
Source: Estimated by authors using data from the Standard and Poor’s Compustat
database.

• More general evidence also indicates that the more profitable a
firm is, the less debt it tends to have, which is exactly opposite
what the trade-off theory suggests we should see
• This evidence is consistent with the pecking order theory
• The pecking order theory is also supported by the fact that, in an
average year, public firms actually repurchase more shares than
they sell
o Both the trade-off theory and the pecking order theory offer some
insights into how managers choose the capital structures for their
firms but neither is able to explain all of the capital structure
choices that we observe

Practical Considerations (1 of 2)
• In choosing a capital structure, managers don’t think only in
terms of a trade-off or a pecking order but are also concerned
with how their financing decisions will influence the practical
issues that they must deal with when managing a business
• Financial flexibility is an important consideration in many capital
structure decisions

Practical Considerations (2 of 2)
• Managers must ensure that they retain sufficient financial
resources in the firm to take advantage of unexpected
opportunities as well as unforeseen problems
o They try to manage their firms’ capital structures in a way that limits
the risk to a reasonable level
• Managers think about leverage and the effect that interest
expense has on the reported dollar value of net income
• Managers consider control implications when choosing between
equity and debt financing of the firm

Copyright
Copyright © 2018 John Wiley & Sons, Inc.
All rights reserved. Reproduction or translation of this work beyond that permitted in
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no responsibility for errors, omissions, or damages, caused by the use of these programs or
from the use of the information contained herein.

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Fundamentals of Corporate

Capital Structure Policy

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• If we rearrange equation 16.2, we have:

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Low Operating High Operating Low Operating High Operating

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• What the M&M Propositions tell us:

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Exhibit 16.5 Capital Structure and Firm Value with Taxes

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$300,000  1  0.25 

Value of tax shield  $1,00,000  0.25  $250,000

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• Also referred to costs of financial distress, are costs associated

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• Indirect bankruptcy costs are costs associated with changes in

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Exhibit 16.8 Trade-Off Theory of Capital Structure

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Industry Description Number of Firms Debt/Firm Value

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