Finance Cours8 2003

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    Part 2

    International

    Corporate Finance

    -Lecture n 8

    Financing the Global firm

    International Finance

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    International Corporate Finance

    Global cost and availability of capitalPurpose of firms having access to global capital markets:

    Minimize their cost of capital

    Maximize the availability of capital

    This allows them to :Accept more long-term projects

    Invest more in capital improvements and expansion

    If markets are segmented :

    A national capital market is segmented if the required rate ofreturn on securities differs across markets, for comparablesecurities.

    Market segmentation : due to various market

    imperfections

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    International Corporate Finance

    Market Liquidity for Firms Securities

    Illiquid domestic securities market

    and limited international liquidity

    Highly liquid domestic market and

    broad international participation

    Effect of Market Segmentation on Firms Securities and Cost of Capital

    Segmented domestic securities

    market that prices shares

    according to domestic standards

    Access to global securities market

    that prices shares according to

    international standards

    Firms securities appeal only

    to domestic investors

    Firms securities appeal to

    international portfolio investors

    Firm-Specific CharacteristicsLocal Market Access Global Market Access

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    Global cost of capital

    Weighted Average Cost of Capital (WACC)

    V

    Dt)1(k

    V

    Ekk deWACC

    Where

    kWACC = weighted average cost of capital

    ke = risk adjusted cost of equity

    kd = before tax cost of debt

    t = tax rate

    E = market value of equity

    D = market value of debt

    V = market value of firm (D+E)

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    Global cost of capital

    Weighted Average Cost of Capital (WACC)Cost of equity : CAPM (Capital Asset Pricing Model)

    )kk(kk rfmjrfe

    Where

    ke = expected rate of return on equity

    krf = risk free rate on bonds

    km = expected rate of return on the market

    j = coefficient of firms systematic risk = jmj/m

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    Global cost of capital

    Weighted Average Cost of Capital (WACC)Cost of Debt

    Requires the forecast of :

    the interest rates for the next few years,

    the proportions of various classes of debt used by the firmin the years

    the corporate income tax (t)

    if kd is the cost of debt before tax,

    then : kd(1-t) = weighted average after-tax cost of debtWACC

    Usually used as the risk-adjusted discount ratewhenever a firm s new projects are in the same generalrisk class as its existing projects.

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    Availability of capital

    Availability of CapitalDemand for foreign securities

    Role of International Portfolio Investors : internationalinvestment to increase the risk/return ratio of a portfolio

    invested globally in different regions, countries, stage ofdevelopment.

    Link between cost and availability of capital

    If capital in indefinitely available its cost does not riseas demand for funds increases. This requires a very

    liquid market, which is not the case of most domesticmarkets.

    An access to multinational markets improves theliquidity available to the firm and allows the firm topreserve its optimal financial financial structure

    (constant D/E ratio).

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    Availability of capital

    Availability of CapitalLink between cost and availability of capital

    If market are fully integrated, securities of comparableexpected return and risk should have the same required

    rate of return in each national market, after adjustmentfor foreign exchange risk and political risk.

    Capital market segmentation is a financial marketimperfection caused by government constraints,institutional practices, and investors perception.

    Segmentation does not imply that market areinefficient, at least a domestic level.

    Influence of illiquidity and segmentation on MNEs

    Higher cost of capital / Rising cost of capital / Shifts inthe optimal financial structure / Rising cost of projects

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    NOVO Industri

    Illustrative case : NOVO industriNovo : Danish pharmaceuticals company

    Had a lack of availability and higher cost of capital thanits main competitors, due to market segmentation.

    P/E ratio of Novo: around 5; main internationalcompetitors : around 10.

    Causes linked to several characteristics of the Danishequity market :

    Asymmetric information base of Danish and foreign

    investors Taxation : capital gains on equity taxed at 50%; capital

    gains on bonds tax free

    Very few alternative set of feasible portfolios due toprohibition of foreign security ownership. Stock prices

    were then closely correlated with a high systemic risk.

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    NOVO Industri

    Financial risk : high leverage of Scandinavian firmscompared to US / UK standards

    Foreign exchange risk

    Steps taken by Novo to overcome the market

    segmentation:Closing the information gap : disclosure of information

    in English version; issuance of Eurobonds with a UKinvestment bank as underwriter.

    The biotechnology boom : seminar organised by Novoin NYC made investors flooding, the stock price doubled,P/E up to 16, share ownership rise from 0 to 30%.

    Direct share issues in the US : prospectus made for aneventual registration of NYSE.

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    NOVO Industri

    Impacts on Novos cost of capital :Stock market reaction : price drop in Copenhagen by

    10% at announcement of a US share issue (1981),where the loss was immediately recovered. Typicalreaction of an illiquid market to a threat of dilution

    effect of the new share issue.Effect on WACC : reduction of WACC and reduction of

    marginal cost of capital.

    Nowadays

    Significant reduction of market segmentation, followingglobalisation. But reduced gains of internationalportfolio diversification.

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    Cost of Capital in MNE s

    Cost of Capital of MNEs compared to domesticfirmsAvailability of capital : better. Allows firms to maintain

    their desired D/E ratio

    Financial structure and systematic risk for MNEsTheoretically, MNEs should be able to afford higher

    D/E ratios since their cash-flow are internationallydiversified and yet their variability is minimised.

    However, empirical studies show an oppositeconclusion: international diversification does notcompensate for higher agency costs, political risk, andforeign exchange risks that MNEs face.

    These lead to lower D/E ratios and rather higher cost

    of capital.

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    Cost of Capital in MNE s

    Cost of Capital of MNEs compared to domesticfirmsIs the WACC really higher for MNEs?

    The explanation of this apparent contradiction may lie in

    the opportunity set of projects of international companies.As it increases, the firms needs to increase its capitalbudget to the point where its marginal cost of capitalincreases.

    In that case, at constant opportunity set, the WACC of a

    domestic firm is higher. See graph.

    Empirically: firms seems to show some risk aversion andtry to avoid the point where their marginal cost of capitalincreases. So the observed WACC of international

    companies is higher. See equation.

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    Cost of Capital in MNE s

    Budget

    (millions of $)

    Marginal cost of capitaland rate of return (percentage)

    100 140 300 350 400

    15%

    10%

    5%

    20%

    MCCDC

    MRRDC

    MRRMNE

    MCCMNE

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    Cost of Capital in MNE s

    Empirical studies : MNEs have a lower debt/capital ratio, leading to

    a higher cost of capital than their domestic counterparts.

    Cost of equity required : higher for MNEs.

    Possible explanations : higher levels ofpolitical risk, foreign exchange risk, and higheragency costsof doing business in a multinational managerial environment.

    However, at relatively high levels of the optimal capital budget, the MNE would have

    a lower cost of capital.

    [kWACC = ke EquityValue

    + kd ( 1tx )Debt

    Value[ ]]

    Is MNEwacc > or < Domesticwacc ?

    Indications are that : MNEs have a lower average cost of debt, leadingto a lower cost of capital than their domestic counterparts.

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    Sourcing Equity Globally

    In order to benefit from global financial markets, a firm maydecide to cross-list its shares on foreign stock exchanges.

    More specifically, it can be motivated by one or more of thefollowing reasons :

    Improving liquidity of its existing shares and support a liquid

    secondary market for new equity issues in foreign markets.Increase its share price by overcoming mispricing by a

    segmented, illiquid home market.

    Establish a secondary market for shares used to acquire othersfirms in the host market.

    Increase the firms visibility & political acceptance to itscustomers, suppliers, creditors and host governments.

    Create a secondary market for shares that will be used tocompensate local management and employees in foreignsubsidiaries.

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    Sourcing Equity Globally

    According to the goal pursued, the type of listing will bedifferent :

    If it is to support a new equity issue or to establish a market forshare swaps, the target market should also be the listing market.

    If it is to increase the firms commercial and political visibility or to

    compensate local management and employees, it should be inmarkets in which the firm has significant operations.

    If it is to improve liquidity of a firms shares, the major liquid stockmarkets are New York, London, Tokyo, Frankfurt and Paris.

    By cross-listing and selling equity abroad, a firm faces twobarriers

    Increased commitment to full disclosure

    A continuing investor relations program

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    Financial Structure & i debt

    Financial structure and international debtOptimal financial structure

    A firm should optimally have the mix of debt andequity that minimises the firms cost of capital for a

    given level of business risk.The WACC decreases when debt increases, due to the

    lower cost of debt and the tax deductibility of interests.

    But, partly offsetting this, the cost of equity increasesbecause equity investors perceive a higher risk in a

    higher leveraged firm. The optimal range of debt ratiois estimated between 30% and 60%.

    Within that range, the optimal ratio is influenced by :the industry of the firm; the volatility of the sales andoperating income; the collateral value of the assets.

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    Financial Structure & i debt

    Optimal financial structure

    Debt Ratio (%) =

    Total Debt (D)

    Total Assets (V)

    30

    28

    26

    24

    22

    20

    18

    16

    14

    12

    10

    86

    4

    2

    0

    Cost of Capital (%)

    20 40 60 80 100

    ke = cost of equity

    Minimum costof capital range

    kd (1-tx)= after-tax cost of debt

    kWACC = weighted averageafter-tax cost of capital

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    Financial Structure & i debt

    Financial structure and international debtOptimal financial structure : the case of the MNE

    Compared to domestic companies, the theory ofoptimal structure of capital needs to be adapted to the

    international case in four ways :

    (1) The availability of capital : that allows a MCCconstant (see previous section)

    (2) Diversification of cash-flows : that could allow for

    higher D/E acceptable ratios

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    (3) Foreign exchange risk : foreign currency denominateddebt should be adjusted for any foreign exchange gains orlosses.

    When a firm issues foreign currency denominated debt, itseffective cost equals the after-tax cost of repayment in

    terms of the firms own currency.

    (4) Expectations of international portfolio investors :dominance of US - UK norms on global markets, for firms

    overcoming market segmentation.

    Financial Structure & i debt

    1s1xk1k Sfrd$d

    Where

    kd$ = Cost of borrowing for US firm in home country

    kdSfr = Cost of borrowing for US firm in Swiss francs

    s = Percentage change in spot rate

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    Financial Structure & i debt

    Financial structure of foreign subsidiariesSince MNE are assessed on consolidated statements,

    financial structures of subsidiaries are relevant only ifthey affect this overall goal.

    Subsidiaries do not have independent cost of capital.Therefore, their financial structure should not be basedon minimising it.

    Empirically, studies show that country-specificenvironment are key determinants of debt ratios :

    historical development, taxation, corporate governance,bank influence, bond market, attitude toward risk

    Debts considered here : only those borrowed fromsources outside the MNE : local and foreign currencyloans, and Eurocurrency loans.

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    Financial Structure & i debt

    Financial structure of foreign subsidiariesMain advantages of localization

    Localized financial structure reduces criticism of foreignsubsidiaries that have been operating with too high

    proportion of debt (by local standards).It helps management evaluate return on equity investment

    relative to local competitors in the same industry.

    In economies where interest rates are high because ofscarcity of capital and real resources are fully utilized, thepenalty paid for borrowing local funds reminds managementthat unless ROA is greater than local price of capital, there isprobably a misallocation of domestic real resources, such asland and labor.

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    Financial Structure & i debt

    Financial structure of foreign subsidiariesMain disadvantages of localization

    An MNE is expected to have comparative advantage overlocal firms through better availability of capital and ability to

    diversify risk.If each subsidiary localizes its financial structure, the

    resulting consolidated balance sheet might show a structurethat doesnt conform with any one countrys norm; the debtratio would simply be a weighted average of all outstanding

    debt.Typically, any subsidiarys debt is guaranteed by the parent,

    and the parent wont allow a default on the part of thesubsidiary. This makes the debt ratio more cosmetic for theforeign subsidiary.

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    Financial Structure & i debt

    Financial structure of foreign subsidiariesCompromise solution

    Both domestic firms and MNEs should try to minimize theircost of capital. But if debt is available in a foreign subsidiary

    at equal cost than elsewhere after correcting for risk, thenlocalizing the financial structure could be an advantage.

    Financing the Foreign Subsidiary

    In addition to choosing an appropriate financial structure,

    financial managers need to choose among the alternativesources of funds for financing. In particular, betweeninternal and external sources of funds.

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    Financial Structure & i debt

    Financing the Foreign SubsidiaryInternal sources of funds (see graph below)

    In general, although the equity provided by the parent,internal sources of funds are kept to the minimum to reduce

    risk of invested capital.Debt is the preferable form for subsidiary financing. Since

    debt from host country is generally limited at early stages ofthe development, the foreign subsidiary must acquire itsdebt from the parent company or sister subsidiaries.

    Next, its ability to generate funds internally may becomecritical for the subsidiarys future growth. The sources ofinternal funds include retained earnings, depreciation, andother non-cash expenses.

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    Internal sources of funds

    Depreciation & non-cash charges

    Retained earnings

    Funds Generated Internally by the

    Foreign Subsidiary

    Debt -- cash loans

    Leads & lags on intra-firm payables

    Funds from

    sister subsidiaries

    Subsidiary borrowing with parent guarantee

    Funds

    From

    Within

    theMultinational

    Enterprise

    (MNE)

    Debt -- cash loans

    Leads & lags on intra-firm payables

    EquityCash

    Real goodsFunds from

    parent company

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    Financial Structure & i debt

    Financing the Foreign SubsidiaryExternal sources of funds (see graph below)

    There are 3 categories of external sources : debt from the

    parents country, from outside the parents country, and

    local equity.

    Local debt is valuable for the foreign subsidiary, since it

    provides a financial hedge against the fluctuations of the

    operating cash inflows, by matching.

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    External sources of funds

    Banks & other financial institutions

    Security or money markets

    Funds

    Externalto

    the

    Multinational

    Enterprise

    (MNE)

    Borrowing from sources

    in parent country

    Local currency debt

    Third-country currency debt

    Eurocurrency debt

    Borrowing from sources

    outside of parent country

    Joint venture partners

    Individual local shareholders

    Local equity

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    The Eurocurrency Markets

    The Eurocurrency MarketsOne of the important innovation in international finance

    over the past 50 years. Provide a basis for manycorporate finance innovation for multinational companies.

    EurocurrenciesDefinition : Domestic currencies of one country on deposit

    in a second country. Time deposit maturities from overnightfunds to longer periods. Any convertible currency can existin Euro- form.

    Eurocurrency markets serve two purposes :Eurocurrency deposits are an efficient and convenient

    money market device for holding excess corporate liquidity

    Eurocurrency market is a major source of short-tem bankloans to finance corporate working capital needs.

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    International Debt Markets

    International Debt MarketsVariety of different maturities, repayment structures and

    currencies of denomination

    Three major sources of funding are:

    (1) International bank loans and syndicated credits

    (2) Euronote market

    (3) International bond market

    Bank loan and syndicated credits

    Traditionally sourced in eurocurrency markets, extendedby banks in countries other than in whose currency theloan is denominated

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    International Debt Markets

    Syndicated creditsEnable banks to risk lending large amounts

    Arranged by a lead bank with participation of other bank

    Narrow spread, usually less than 100 basis points

    Euronote marketCollective term for medium and short term debt

    instruments sourced in the Eurocurrency market, e.g. Euro-commercial paper (ECP), Euro medium-term notes

    (EMTNs).

    International bond market

    Fall within two broad categories

    Eurobonds

    Foreign bonds

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    International Debt Markets

    International bond marketThe distinction between categories is based on whether the

    borrower is a domestic or a foreign resident and whether theissue is denominated in a local or in a foreign currency.

    Eurobonds : underwritten by an international syndicate ofbanks and other securities firms, and sold exclusively in othercountries than the currency of denomination. Issued by MNEs,large domestic corporations, sovereign governments,governmental enterprises and international institutions.

    Success factors : absence of regulatory interference - favorabletax status (bearer from) - less stringent disclosure.

    Foreign bonds : underwritten by a syndicate of members froma single country, and sold principally in that country. But theissuers is from another country.

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    International Debt Markets

    Bank Loans &

    Syndications

    (floating-rate,

    short-to-medium term)

    Eurocredits

    Syndicated Credits

    International Bank Loans

    Eurocommercial Paper (ECP)

    Euro Medium Term Notes (EMTNs)

    Euronotes & Euronote FacilitiesEuronote

    Market

    (floating-rate,

    short-to-medium term)

    Foreign Bond

    Eurobond

    * straight fixed-rate issue

    * floating-rate note (FRN)

    * equity-related issue

    International

    Bond Market

    (fixed & floating-rate,

    medium-to-long term)

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    Project Financing

    Project FinanceIs the arrangement of financing for long-term capital

    projects, large in scale and generally high in risk.

    Widely used by MNEs in the development of

    infrastructure projects in emerging markets.Most projects are highly leveraged for two reasons:

    Scale of project often precludes a single equity investor orcollection of private equity investors,

    Many projects involve subjects funded by governments.This high level of debt requires additional levels of risk

    reduction.

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    Project Financing

    Four basic properties that are critical to the successof project financing :

    (1) Separation of the project from its investors:

    Project is established as an individual entity, separated

    legally and financially from the investors;Allows project to achieve its own credit rating and cash

    flows.

    (2) Long-lived and capital intensive singular projects.

    (3) Cash flow predictability from third-party commitmentsThird party commitments are usually suppliers or

    customers of the project.

    (4) Finite projects with finite lives.