Financial Synergies and the Optimal Scope of the Firm: Implications for Mergers, Spinoffs, and Structured Finance

Multiple activities may be separated financially, allowing each to optimize its financial structure, or combined in a firm with a single optimal financial structure. We consider activities with nonsynergistic operational cash flows, and examine the purely financial benefits of separation versus merger. The magnitude of financial synergies depends upon tax rates, default costs, relative size, and the riskiness and correlation of cash flows. Contrary to accepted wisdom, financial synergies from mergers can be negative if firms have quite different risks or default costs. The results provide a rationale for structured finance techniques such as asset securitization and project finance.     

COSTS OF FINANCIAL DISTRESS AND INTEREST COVERAGE RATIOS

Creditors routinely impose on a borrowing firm a minimum interest coverage ratio that the firm has to maintain. I show that nonlinear costs of financial distress provide a possible explanation of why firms find it optimal to have an interest coverage ratio covenant in their debt indenture, even in the absence of information asymmetries or agency costs.     

Cash-flow shortage as an endogenous bankruptcy reason

This paper develops a simple model for a leveraged firm and endogenizes the firm’s bankruptcy point by assuming that equity issuance is costly. Equity-issuance costs reflect the difficulties in issuing new equity for firms that are close to financial distress. The resulting model captures cash-flow shortage as a reason to go bankrupt, though the equity value is positive. I analyze the optimal bankruptcy point as well as corporate bond prices and yield spreads for various levels of equity-issuance costs in order to study the impact of different liquidity constraints. Finally, I discuss the consequences on optimal capital structure.     

Optimal investment and production decisions and the value of the firm

We explore the effects of uncertainty on a firm that can respond by modifying its investment or production schedule (or both simultaneously) to variations in output price. Investment may increase capacity and/or reduce costs. We consider a firm with finite resources.Our model uses option theory instead of the more traditional net present value framework. One of the early papers using this approach is Brennan and Schwartz (1985) in which an investment project to extract a finite natural resource is valued. In that paper, the value of the firm is a function of two state variables, the finite resource to be extracted (output to be produced in the future) and the commodity spot price. In order to maximize firm value, the manager can respond by modifying one control variable, the production level. In our model we handle instead three state variables (spot price, resources, accumulated investment) and two control variables (production rate and investment rate), and solve numerically.We obtain both the value and the optimal policy of a firm that has investment projects that increase capacity and/or reduce costs and illustrate optimal policies as resources and available investments decrease over the life of the firm. Firms may start by only investing, then invest and produce, to end only producing.We thank Scott Wo, the referee and the editor for their comments and suggestions. Cortázar and Lowener acknowledge the financial support from FONDECYT and FONDER.     

Pension Policy and the Value of Corporate‐Level Investment

We examine how pension policy affects the value of corporate‐level investment to the firm and its various claimants using Monte Carlo simulation. Shareholders lose the greatest amount of project value to the pension plan when it is undiversified across asset classes. Improved funding levels mandated by the provisions of the Pension Protection Act of 2006 generally reduce those wealth transfers. Thus, mitigation of the overhang effect joins the reduction of financial distress costs as a motivation for holding both stocks and bonds in the pension fund.     

An Analysis of the Underreported Magnitude of the Total Indirect Costs of Financial Distress

In this paper we examine 1,041 ongoing firms over the time period 1982–92. Using quarterly data for the detection and measurement of the magnitude of the indirect costs of financial distress, we find three important explanatory factors: (a) the distinctiveness of the pattern of increasing financial distress over time, (b) the degree of leverage in the capital structure and (c) the size of the firm. For those firms with a distinctive pattern of increasing financial distress over time, the average annual losses as a percentage of market value is –10.3%. The maximum loss is –76%. Even if the firm never fails, its market value can be severely impacted by the presence of the indirect costs of bankruptcy over time. This study finds a significantly positive relationship between Altman's Z-score and the firm capital investment growth rate. This relation holds after controlling for other variables such as leverage, firm size and market/book ratio. This implies that lost investment opportunities may be also an important part of the total indirect costs of financial distress, which appear now to be much larger than previously recorded.     

Acceptance of Accounting Standards

When financial statements are audited, a client and auditor may disagree about an accounting disclosure. While the disclosure of such a disagreement may increase the information content of a statement it may also be socially undesirable in that it signals a difference in views about the state of the reporting enterprise. This in turn may increase agency costs and introduce uncertainty about the state of the firm. In this paper we focus on public policy implications concerning auditor-client disagreements and examine the ex ante probability that such cases will occur. We find that accounting standards that allow two accounting options may be optimal in reducing frequency of disagreements among auditors and between standard-setters and their constituencies, and possibly also between clients and their auditors. The New Zealand model of compliance with accounting standards may be preferable to that practiced in the US.     

Determinants of Financial Distress Costs

This paper provides international evidence on financial distress costs. To achieve this aim, we have developed a model where financial distress costs are determined, on the one hand, by making use of a more accurate indicator of the probability of financial distress and, on the other, by a set of variables that, according to financial theory, explain the magnitude of the costs borne by a firm in the case of financial distress. Our results reveal the relevance of our improved indicator of the probability of financial distress, since it positively affects financial distress costs in all the countries analyzed. Furthermore, since our model controls for the probability of financial distress, we can test the trade-off between the benefits and costs of debt. This allows us to verify that the benefits debt outweigh the costs. Our results also indicate that distress costs are negatively related to liquid assets; hence, their benefits more than offset their opportunity costs.     

The effect of regulation on optimal corporate pension risk

We study firms' pension prefunding and portfolio allocation choices in a model in which firms trade off the need to compensate workers for the financial risk in their pension benefit against the cost advantage that may be gained by exploiting underpriced pension insurance. In the absence of pension insurance, the firm minimizes costs by rendering promised benefits free of risk to workers, who are assumed to be unable to hedge firm-specific risk. Various forms of government intervention, such as benefit guarantees, can alter this outcome dramatically by providing the firm with an incentive to shift risk to other parties. In this case, we find that the firm's decisions depend on, among other influences, the degree of insurance mispricing, the amount of guaranteed benefits, the stringency of minimum funding requirements, and the costs of financial distress.     

Asymmetric Information and Risky Debt Maturity Choice

When capital market investors and firm insiders possess the same information about a company's prospects, its liabilities will be priced in a way that makes the firm indifferent to the composition of its financial liabilities (at least under certain, well-known circumstances). However, if firm insiders are systematically better informed than outside investors, they will choose to issue those types of securities that the market appears to overvalue most. Knowing this, rational investors will try to infer the insiders' information from the firm's financial structure. This paper evaluates the extent to which a firm's choice of risky debt maturity can signal insiders' information about firm quality. If financial market transactions are costless, a firm's financial structure cannot provide a valid signal. With positive transaction costs, however, high-quality firms can sometimes effectively signal their true quality to the market. The existence of a signalling equilibrium is shown to depend on the (exogenous) distribution of firms' quality and the magnitude of underwriting costs for corporate debt.     

Land Auctions with Budget Constraints

This paper tests for the effects of financial constraints on open-bid English land auction prices and bids. It is argued that bidders’ ability to pay, taken as capital resources and/or capital budget constraints, influence bids and final auction prices. While high capital resource developers may elect to bid more than optimal to win auctions, or bidders may elect to pool resources in joint bidding, budget constraints imposed by firm-specific financial variables on the other hand are expected to restrict bids. Land auction data in Hong Kong are used to test systematically these predictions. It is found that a firm’s age, the number of winners in a joint bid, and firm status in the market are positively related to prices, all factors which may be attributed to a firm’s ability to finance the auction price. Firm size, internal funds, financing cost, debt capacity and existing capital expenditure are also shown to affect bids submitted in land auctions: firm size and internal funds are positively related to bid prices; while constrained debt capacity, financing cost and existing capital expenditure lower bids. The results are consistent with predictions that a firm’s financial constraints, and thus its effect on capital budgets, are relevant factors in predicting land auction outcomes. More generally, these findings confirm that similar financial factors that constrain corporate capital investment also influence directly acquisition of assets at auctions.     

Estimating Risk‐Adjusted Costs of Financial Distress

The search for the optimal, or value‐maximizing, capital structure involves weighing the expected benefits of higher leverage against the expected “costs of financial distress.” These costs include not only the direct costs of reorganization, but less quantifiable effects of financial trouble such as damage to the firm's reputation, the loss of key employees and customers, and the loss of value from forgone investment opportunities. This article proposes a new method for valuing expected financial distress costs. While researchers have provided estimates of the costs associated with financial distress when it takes place, whether or when these costs will be incurred is, of course, unknown at the time the financing decision. As a result, the “correct” discount rate for valuing expected distress costs is difficult to derive. Instead of adjusting the discount rate to reflect historical default rate probabilities, the authors' method uses “risk‐neutral” probabilities of encountering distress that allow for discounting at the risk‐free rate. The risk‐neutral probabilities of default are derived by incorporating the systematic risk premia implicit in corporate bond yield spreads. This method results in a significant increase in estimates of financial distress costs. In a simple example presented by the authors, distress costs estimated at about 1.6% of firm value using the conventional method turn out to run about 5% after adjusting for the increased systematic risk associated with financial distress.     

The resolution of financial distress

Most models of financial structure embody an assumption aboutfinancial distress that causes debt to be costly to the issuingfirm. This approach has been criticized on the grounds thatthe assumed costs could be avoided by a costless financial reorganization.In this article we show that despite the possibility of costlessreorganization, it may be rational for firms to incur significantcosts in the resolution of financial distress. The main assumptionsthat give rise to our results are the existence of asymmetricinformation and of judicial discretion that allows courts toimpose a reorganization on the claimants of a firm.     

The Role of Corporate Sustainability and Its Consistency on Firm Financial Performance: Canadian Evidence*

This paper investigates the impact of corporate sustainability and the consistency of corporate sustainability efforts on firm financial performance in Canada. Using data on 266 Canadian companies over the 2007–2017 period, we find a significantly positive association between corporate sustainability performance and firm financial performance. In addition, we find that companies that perform consistently well on sustainability (i.e., consistent performers) achieve better financial performance compared to inconsistent performers. Thus, far from their being net costs/expenses, our results indicate that corporate sustainability performance and consistency in sustainability performance both provide net benefits and significantly impact financial performance positively, implying that corporate sustainability not only helps address the needs of the current and future generations but also has a positive effect on the corporate bottom line. Taken together, our results suggest that not only does corporate sustainability have a positive effect on firm performance, but better financial performance may be achieved through a committed—rather than a “tokenism”—approach to corporate sustainability.     

Bank equity stakes in borrowing firms and financial distress

We derive the optimal financial claim for a bank when the borrowingfirm's uninformed stakeholders depend on the bank to establishwhether the firm is distressed and whether concessions by stakeholdersare necessary. The bank's financial claim is designed to ensurethat it cannot collude with a healthy firm's owners to seekunnecessary concessions or to collude with a distressed firm'sowners to claim that the firm is healthy. To prove that a requestfor concessions has not come from a healthy firm/bank coalition,the bank must hold either a very small or a very large equitystake when the firm enters distress. To prove that a distressedfirm and the bank have not colluded to claim that the firm ishealthy, the bank may need to hold equity under routine financialconditions.     

The Determination of the Seniority Structure of Debt: Theory and Evidence

The purposes of this paper are to provide a theory of determining the firm's optimal seniority structure of debt and examine the relation between the firm's seniority structure of debt and its characteristics. Unlike previous studies, we develop a theoretical model which explicitly includes the benefits and costs associated with senior debt financing, corporate taxes, risk-aversion in the capital market, and costs of financial distress. We next show how a value-maximized firm searches for the optimal trade-off among the present values of the tax advantage of debt, loss of tax credits, expected costs of financial distress, costs of senior debt financing, and benefit of limited liability. Numerical analysis results show that the firm's value is not only a strictly concave function of its capital structure (with a unique global maximum), but also a strictly concave function of its mix of senior and junior debts (with a unique global maximum). We then show that a firm's optimal seniority structure of debt (i.e. the market value of senior debt divided by the sum of the market values of senior and junior debts) increases for low levels of asset riskiness and decreases when asset riskiness becomes sufficiently great. Our model also suggests that a firm's optimal seniority structure of debt increases for low levels of growth opportunities and decreases for high levels of growth opportunities. We test the predictions of our model on the relation between the firm's seniority structure of debt and its characteristics by using the data for the firms in COMPUSTAT over the 1972 through 1991 time period. The empirical evidence is consistent with our theoretical predictions.     

What determines the composition of a firm's cash reserves?

We investigate what determines variation in the composition of the financial assets that constitute corporate cash reserves and how this variation relates to other key liquidity management practices. The degree to which a firm invests its cash reserves in less liquid, longer-maturity financial assets that earn a higher yield is explained by financial constraints, the ability to accurately forecast short-term liquidity needs, and the firm's likelihood of defaulting on its debt. During years when a firm's cash reserves are required to fund increases in investment or operating expenses the firm transfers funds from less liquid to more liquid financial assets. A firm's decisions relating to the composition of its cash reserves interacts with other key liquidity management practices, such as relying on credit lines for liquidity, extending trade credit or using it as a source of financing, and holding large amounts of inventories. Our findings provide insights on an important component of corporate liquidity management decisions.     

MAINBANKS AND INVESTMENT EFFICIENCY IN FINANCIAL DISTRESS

We explore the effects of mainbanks on investment efficiency in financial distress. The previous literature argues that firms with close financial relationships with banks have lower costs of financial distress because of a reduced underinvestment problem. Although benefits may accrue to such close relationships, we contend shortcomings are possible as well. A firm in financial distress without a mainbank may be forced to reduce investment or sell assets to a buyer who has a higher value. However, for a firm with a mainbank, this disciplinary force is weakened. To firms with poor investment opportunities, the presence of mainbanks may actually induce an overinvestment problem. The empirical findings reported here are consistent with this idea. JEL classification: G31, G33, G34.     

The cost of capital and optimal financing policy in a dynamic setting

This paper revisits the Modigliani–Miller propositions on the optimal financing policy and cost of capital in a dynamic setting. In an environment without taxes and bankruptcy costs, the results are generally consistent with the Modigliani–Miller Propositions 1 and 2. However, the first proposition should be presented and interpreted more carefully, as given firm characteristics, there is only one optimal capital structure. Thus, a firm’s capital structure is relevant. A relaxation of assumptions about either taxes or bankruptcy costs leads to conclusions that are generally different from those in Modigliani and Miller (1958). The model predicts that leverage and sales-to-capital ratios decrease but firm size and capital stock increase with the subjective discount factor of the firm’s manager if there are taxes and bankruptcy costs. The empirical analysis supports these predictions.     

Labor unemployment risk and corporate financing decisions

This paper presents evidence that firms choose conservative financial policies partly to mitigate workers' exposure to unemployment risk. We exploit changes in state unemployment insurance laws as a source of variation in the costs borne by workers during layoff spells. We find that higher unemployment benefits lead to increased corporate leverage, particularly for labor-intensive and financially constrained firms. We estimate the ex ante, indirect costs of financial distress due to unemployment risk to be about 60 basis points of firm value for a typical BBB-rated firm. The findings suggest that labor market frictions have a significant impact on corporate financing decisions.