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Capital Structure 1 Capital Structure Francesca Cornelli London Business School [email protected]

Capital Structure 1 Francesca Cornelli London Business School [email protected]

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Page 1: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure1

Capital Structure

Francesca CornelliLondon Business School

[email protected]

Page 2: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure2

OUTLINE

Does Capital structure Matter? No: The Modigliani and Miller propositions. Yes:

Corporate Taxes Personal Taxes Costs of Financial Distress Agency Costs.

How to take into account corporate taxes when valuing a project: APV WACC.

Page 3: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure3

Definition

The Capital Structure of a firm is the mix of different securities issued by the firm to finance its projects. Examples of such securities are bonds bank debt common stocks etc…

Does Capital structure Matter? We will focus on the consequences of the choice between different

proportions of debt and equity in order to finance a given level of assets.

Page 4: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure4

Given the firm’s assets and investment plan, find the debt proportion that maximizes firm value Market Value - balance sheet

Assets Debt (D)

Equity (E)

Firm value (V)

Firm’s Objective

Page 5: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure5

A change in the capital structure of the firm that leaves the assets of the firm unchanged will not change X, the cash flows generated by the assets of the firm.

So, one might be tempted to think that the capital structure of a firm does not alter its value.

Yet, recall that

As and are not equal, the changes in D and E brought about by a change in I will not cancel each other.

E

D

r

IXE

r

ID

EDV

Dr Er

Page 6: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure6

Example 1

Consider a firm with projects that expect to generate £10,000 in perpetuity.

%10

%5

2,000

000,10

E

D

r

r

I

X 40,00005.0

000,2D

80,0001.0

000,8E

120,000 EDV

Now, let I= £5,000100,000

05.0

000,5D

50,0001.0

000,5E

150,000 EDV

What is Wrong?

Page 7: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure7

M&M Proposition I

Modigliani & Miller Under the following assumptions: No taxes No costs of financial distress Individuals can borrow and lend on the same terms as corporations No asymmetry of information

The value of a firm is independent of its capital structure

These assumptions are clearly not reasonable. Does that make MMI useless?

Page 8: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure8

MM Proposition I

NO

What MMI indicates is that if capital structure matters, as it does indeed, it must be because of taxes, the costs of financial distress or differences in the lending and borrowing terms offered to corporations and individuals.

Other reasons exists for capital structure to matter. These will be discussed later.

Page 9: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure9

Example

A firm has assets of £1 million and is 50% debt-financed. Cost of debt is 6%.

State Prob. Assets PBIT Debt Interest PBT Equity Good 0.5 1.20m .20m .53m 0.03m .17m .67m Bad 0.5 1.05m .05m .53m 0.03m .02m .52m

The manager thinks he can increase the value of the firm by retiring debt. He thinks some investors might value the resulting decrease in riskiness of the equity.

State Prob. Assets = Equity PBIT = PBT Good 0.5 1.2m .2m Bad 0.5 1.05m .05m

Page 10: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure10

Unlevered Firm

0

10

20

30

40

50

60

1 2 3 4 5 6 7 8 9 10 11 12 13

State of the worls

Ca

sh F

low

CF to Equity

Page 11: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure11

Levered Firm with "Safe Debt"

0

10

20

30

40

50

60

1 2 3 4 5 6 7 8 9 10 11 12 13

State of the World

Cash

Flo

w

CF to Equity

CF to Debt

Page 12: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure12

Let denote the value of the geared (or levered) firm and that of the ungeared (or unlevered) firm. We shall show that

LV UV

UL VV

Page 13: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure13

Example (continue)

Consider buying 1% of the unlevered firm. The payoff is: 0.01 of £1.2m= £12,000 in the good state 0.01 of £1.05m= £10,500 in the bad state The cost is 0.01 X

Consider buying 1% of the levered firm (1% of its debt and 1% of its equity). The payoff is 0.01 of £0.67m+0.01 of 0.53m = £12,000 in the good state 0.01 of £0.52m+0.01 0f 0.53m= £10,500 in the bad state The cost is

Since the payoff in each state is the same, we conclude that the cost must be the same

Why?

UV

LVDE 01.001.001.0

Page 14: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure14

No investor would buy a more expensive investment that has the same payoff as a cheaper investment

Thus, the value of the geared firm must equal that of the all-equity firm.

By buying 1% of the geared firm’s equity and 1% of its debt, the investor who chose to do so was able to obtain the same payoffs as those of the investor who chose to buy 1% of the unlevered firm’s equity.

In other words, the investor in the geared firm was able to offset the greater riskiness of the equity of the geared firm by also holding its debt: she unlevered her shares of the geared firm on her own

Because the investor could unlever her shares on her own, there was no need for the firm itself to do so, and therefore no gain for the firm for doing it.

Page 15: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure15

How leverage Affects Risk and Returns

Leverage increases the variability and the expected return per share.

M&M I tells us that the price of the share does not change. This is possible if the increase in the expected return is exactly offset by the increase in risk.

Since the expected return on a portfolio is equal to a weighted average of the expected returns on the individual holdings we have:

This is M&M’s proposition II.

)( DAAE rrE

Drr

Page 16: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure16

Page 17: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure17

Example (continued)

The asset beta of the unlevered firm is

As the risk free rate is 6% and the risk premium is 6.5%, the required return on equity is therefore 12.5%

The value of the unlevered firm is

1A

mVU 1125.1

000,050,15.0000,200,15.0

Page 18: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure18

The beta of the equity of the geared firm can be shown to be equal to 2, making the required return on equity equal to 19%

The value of the debt is

The value of the equity is

We therefore have

000,50006.1

000,530D

000,50019.1

000,5205.0000,6705.0

E

UL VEDV 000,000,1

Page 19: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure19

Page 20: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure20

Page 21: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure21

How leverage Affects Risk and Returns

Also the beta of a firm is a weighted average of the betas of the individual securities.

)( DAAE

EDA

E

D

ED

E

ED

D

Page 22: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure22

Leverage and Earning per Share

EPS is profit (or net earnings) divided by number of outstanding shares.

An increase in EPS can be the consequence of an improvement in firm performance (good news).

It can also be achieved, however, by leverage. The expected EPS increases with leverage. It represents only the increased compensation required by shareholders for the additional risk they have bear (no news).

What happens to the price-earning ratio (P/E)?

Page 23: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure23

Example (continued)

Suppose the geared firm had 100,000 shares, each selling for £5 (recall that E = £500,000).

Suppose the good state occurs, and profit is £200,000 - £30,000 = £170,000.

We therefore have

7.1000,100

000,170EPS

Page 24: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure24

Now suppose the all-equity firm had retired debt by issuing 100,000 shares at £5 each.

The all-equity firm therefore has a total of 200,000 shares.

In the good state, its PBT is £200,000 and we have

The EPS of the all-equity firm is lower. Is the unlevered firm less valuable?

1000,200

000,200EPS

Page 25: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure25

No

We know that . The decrease in EPS is simply a consequence of the decrease in the risk borne by equity.

Furthermore, note that the decrease in gearing not only decreases EPS (actual in the good state and expected), but also increases the price-earnings ratio (the price of a share remains the same, and EPS decreases).

UL VV

Page 26: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure26

Page 27: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure27

Page 28: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure28

Capital Structure Does matter:Corporate taxes

The interest that a company pays is tax deductible, while dividends and retained earnings are not.

ToB on d h o ld ers

$ 1

N on e

ToS tock H o ld ers

$ 1 O p era tin g In com e

Corporate tax

Income aftertax

cT

)T-$(1 c

Page 29: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure29

Example

Consider an all-equity firm that has assets of £ 1 million and expected EBIT of £ 200,000 per year. It expects to pay tax of £70,000 (the corporate tax rate is 35%) so it has net income to shareholders of £130,000.

Let the firm issue debt to finance a £ 500,000 repurchase of equity. The debt pays interest of £ 30,000 (6% interest rate).

Page 30: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure30

Example (continued)

Unlevered Levered EBIT 200,000 200,000

Interest 0 30,000

Income 200,000 170,000

Tax 70,000 59,500

Net Combined Income 130,000 110,500+30,000=140,500

Debt provides Tax Shield to the shareholders of 30,000 from tax: a saving of 0.35 X 30,000 = 10,500

Page 31: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure31

Tax Shield

The value of a levered firm is no longer equal to that of an unlevered firm, but is greater by an amount that represents the present value of the tax shield provided by debt

Every year the tax shield is .

To calculate the present value of the tax shield, which discount rate should we use?.

shield)PV(tax VV UL

DrT dc

Page 32: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure32

Example (continued):

Assume that the debt is permanent. The yearly tax shield is £10,500, and thus the present value of the tax shield is

In general, when debt is permanent, we have

We have . So leverage increases value.

Why not go for 100% debt?

000,17506.0500,10

DTrDrT

cd

dc Shield)PV(Tax

Shield)PV(Tax VV UL

Page 33: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure33

Unlevered Firm with Corporate Taxes

0

10

20

30

40

50

60

1 2 3 4 5 6 7 8 9 10 11 12 13

State of the World

Cash

Flo

w

CF to Equity

CF to Taxes

Page 34: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure34

Levered Firm with "Safe Tax" and Corporate Taxes

0

10

20

30

40

50

60

1 2 3 4 5 6 7 8 9 10 11 12 13

State of the World

Cash

Flo

w

CF to Equity

CF to Taxes

CF to Debt

Page 35: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

I n mi l l i ons

June 30 1997 1998

Assets

Current assets:

Cash and short- term investments $ 8,966 $13,927

Accounts receivable 980 1,460Other 427 502

Total current assets 10,373 15,889

Property and equipment 1,465 1,505

Equity investments 2,346 4,703

Other assets 203 260

Total assets $14,387 $22,357

Liabi l i t ies and stockholders ’ equity

Current l iabi l i t ies:

Accounts payable $ 721 $ 759

Accrued compensat ion 336 359

Income taxes payable 466 915

Unearned revenue 1,418 2,888

Other 669 809

Total current l iabi l i t ies 3,610 5,730

Commitments and cont ingencies

Stockholders’ equity:

Convert ible preferred stock – shares author ized 100;

shares issued and outstanding 13 980 980

Common stock and paid- in capital – shares authorized 8,000;

shares issued and outstanding 2,408 and 2,470 4,509 8,025

Retained earnings 5,288 7,622

Total stockholders ’ equity 10,777 16,627

Total liabilities and stockholders’ equity $14,387 $22,357

Microsoft Balance SheetsS

ou

rce

http

://ww

w.m

icroso

ft.com

/msft/a

r98

/do

wn

loa

ds/m

sftar9

8.d

oc

Page 36: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure36

Capital budgeting

Before looking at the effect of personal taxes and costs of financial distress, we want to see how to take into account corporate taxes when valuing a firm or a project

In fact, if in presence of corporate taxes leverage affects value, then we want to see how to take it into account.

Page 37: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure37

Adjusted Present Value

The relation

which relates the value of a levered firm to that of an unlevered firm that is otherwise identical to the former suggests that the value of a levered firm can be obtained by

determining the value of the levered firm as if it were unlevered, and adjusting the obtained value for the presence of the tax shield

Such an approach is called Adjusted Present Value. It is valid for NPV as well as PV.

DTVV CUL

Page 38: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure38

The concept of Adjusted Present Value is very general.

It can be used to account for the value of the tax shields provided by various types of debt, for issuing costs, for the costs of financial distress, etc...

Page 39: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure39

Weighted Average Cost of Capital

As an alternative to adjusting the PV of a levered firm for the presence of a tax shield, it is possible to adjust the discount rate that is used to discount the cash flows of the firm.

More specifically, the WACC, which was previously defined as

becomes, in the presence of corporate taxes

is used in place of

Why the lower interest rate in the case of taxes?

ED rDE

Er

DE

D

WACC

EDc rDEE

rTDE

D

)1(WACC

DC rT )1( Dr

Page 40: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure40

The factor by which the interest rate is multiplied reflects the fact that interest payments provide a tax shield.

The WACC should be used only in cases where the ratio of debt to the market value of the firm is constant (in addition to the conditions specified in previous lectures).

It is often used as an approximation in the case where the ratio of debt to the market value of the firm is not constant (but the other conditions are nonetheless true).

Under the above conditions, one can either explicitly account for the value of the tax shield, by using APV, or use the WACC, in which case no tax shield is to be added.

)1( CT Dr

Page 41: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure41

How leverage affects the betas

The relation between assets, equity and debt betas

remains true in the presence of corporate taxes in the case where the risk of the tax shield is equal to the risk of the assets.

It becomes

in the case where the risk of the tax shield is equal to the risk of the debt.

EDA ED

E

ED

D

EC

DC

CA DTE

E

DTE

DT )1()1(

)1(

Page 42: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure42

EXAMPLE

A firm considers a project that requires an initial investment of £10m and has cash flow of £2m in perpetuity.

The firm has cost of equity =15%, cost of debt =5%, and is 50% debt-financed (debt equals 50% of the value of the firm, equity equals 50%).

The project is in all respects similar to the present operations of the firm, and will also be 50% debt-financed.

NB: When we talk about the value of a company we usually mean its present value. However in this case the firm is considering whether to undertake a project and therefore it is computing the net present value of the project.

Er fD rr

Page 43: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure43

The WACC of the firm is

The project therefore has NPV

Note that yearly cash flow was not adjusted to account for the presence of the tax shield.

The WACC does so.

%15.9or 0915.0

15.05.005.066.05.0

)1( WACC

EDC rED

DrT

ED

D

m43.40915.0

66.0210NPV

Page 44: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure44

What if we use the APV? Let =10%. can therefore be obtained from the CAPM

can now be obtained from by using

We therefore have

Mr E

2

)05.010.0(05.015.0

)(

E

E

fMEfE rrrr

A E

2.1)34.01(1

2

)1()1(

)1(

A

EC

DC

CA DTE

E

DTE

DT

%1111.0)05.010.0(2.105.0 Ar

Page 45: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure45

The NPV of the project assumed to be all-equity financed is

The NPV of the project, with 50% debt, (ie the APV) is given by the NPV(all equity) + PV(Tax Shield)

The present value of the tax shield provided by debt is

But what is D?

m211.0

66.0210 equity) NPV(all

DTC

Page 46: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure46

We know that debt equals 50% of the present value of the project.

The present value of the project equals the sum of the value of the fixed assets of the project, the net present value of the project and the present value of the tax shield.

In other words, we have

The APV therefore equals

which is the same as the NPV obtained with the WACC (save for some rounding errors).

2

34.0210

2

debt) 50% with PV(project D

D

m46.446.2223.734.02 APV

Page 47: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure47

Back to the optimal capital structure

Now that we have seen how to take into account corporate taxes, let us go back to see personal taxes and costs of financial distress.

We have already seen that these can be easily taken into account in the APV

Page 48: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure48

Corporate and Personal Taxes

To b on d h o ld ers

$ 1

N on e

To sh areh o ld ers

$ 1 O p era tin g In com e

CT

CT1$

PT )1( CPE TT

PT1$ )1)(1( CPE TT

Corporate tax

Income after corporate tax

Personal tax

Income aftertaxes

Page 49: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure49

Corporate and Personal Taxes

The tax shield (per $1 paid interest rate) is Corporate tax+personal tax on equity - personal tax (on interest)

In the case of perpetual debt, the present value of the tax shield is (we use as a discount factor):

and

where is the corporate tax rate, is the marginal rate of personal tax, and is effective tax rate on equity.

)1( PD Tr

DTTT

P

PEC

)1(

)1)(1(1

DTTT

VVP

PECUL

)1(

)1)(1(1

CT PT

ET

Page 50: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure50

Example

Consider a company who pays no dividends, and its shareholders are top rate taxpayer (personal tax 40%), who do not intend to realize capital gain in the near future. Given the option to defer taxes on capital gains, they view the effective tax rate on capital gain as 5%. The present value of the tax shield is

Leverage now decreases value.

06.0

675.01

)4.01()05.01)(35.01(

1

DD

Page 51: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure51

Capital Structure Does matter:The Cost of Financial Distress

Levered Firm with "Risky Debt" and Corporate Taxes

0

10

20

30

40

50

60

1 2 3 4 5 6 7 8 9 10 11 12 13

State of the World

Cash

Flo

w

CF to Equity

CF to Debt

CF to Taxes

Page 52: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure52

Capital Structure Does matter:The Cost of Financial Distress

A firm that is unable to meet its debt obligations or that will be unable to do so at some point in the near future is said to be in Financial Distress.

A firm in financial distress can seek protection from its creditors by filing for Bankruptcy. It is then either liquidated or reorganized.

Page 53: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure53

Capital Structure Does matter:The Cost of Financial Distress

In some industries, liquidation value is low (for example software houses), and for some it is high (For example the liquidation value of an airline is very high).

There are also indirect costs of reorganizing a bankrupt firm: puts severe constraints on the ability of management to conduct

business. Hampers the relations of the firm with its customers and its suppliers. Leads to loss of human capital and of growth opportunities.

In some cases, indirect costs are estimated to be as high as 20% of the value of the firm.

Page 54: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure54

Financial Distress Without Bankruptcy

There are yet more costs to financial distress than those of liquidation or reorganisation.

These costs are borne by firms which are neither bankrupt nor insolvent, as well as by bankrupt firms that are being reorganised.

They arise from the severe conflicts of interest between shareholders and bondholders created by financial distress.

Page 55: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure55

Conflict of interestExample

Consider a firm with £ 50 of 1-year debt.

V4040V

E1030FA

D3010NWC

TL100100TA

E5090FA

D5010NWC

BOOK MARKET

Page 56: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure56

Incentives for Costly Games

4/50

10-

1/540

Prob.10 ttA) The shareholders of the firm favor risky projects.

B) Shareholders favor high dividends. They gain the full benefit, but decline in the firm value is shared with bondholders.

Page 57: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure57

Capital Structure Does matter:The Cost of Financial Distress

Levered Firm with "Risky Debt", Corporate Taxes, and Financial Distress Costs

0

10

20

30

40

50

60

1 2 3 4 5 6 7 8 9 10 11 12 13

State of the World

Ca

sh F

low

CF to Equity

CF to Debt

CF to Taxes

Financial Distress Cost

Page 58: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure58

Capital Structure Does matter:The Cost of Financial Distress

Increasing leverage increases the probability of default, and with it the PV of the expected costs of financial distress.

Thus, leverage reduces the market value of the firm by increasing the present value of financial distress.

distress) financial of PV(costs-shield)PV(tax VV UL

Who has to absorb the costs of financial distress?

Of course, when the firm is in financial distress, it is the debtholders that incur the costs.

However, at the time of issuing the debt, it is the shareholdersthat incur the present value of the costs of financial distress.

Page 59: Capital Structure 1 Francesca Cornelli London Business School fcornelli@lbs.ac.uk

Capital Structure59

Summary

Debt

Mar

ket V

alue

of

The

Fir

m

Value ofunlevered

firm

PV of interesttax shields

Costs offinancial distress

Value of levered firm

Optimal amount of debt

Maximum value of firm