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Outline
Background
Share Repurchases
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Introduction
Why do corporations pay dividends? Why do investors pay attention
to dividends? Perhaps the answers to these questions are obvious.
Perhaps dividends represent the return to the investor who put his money
at risk in the corporation. Perhaps corporations pay dividends to reward
existing shareholders and to encourage others to buy new issues of
common stock at high prices. Perhaps investors pay attention to
dividends because only through dividends or the prospect of dividends do
they receive a return on their investment or the chance to sell their shares
at a higher price in the future.
Or perhaps the answers are not so obvious. Perhaps a corporation
that pays no dividends is demonstrating confidence that it has attractive
investment opportunities that might be missed if it paid dividends. If it
makes these investments, it may increase the value of its shares by more
than the amount of the lost dividends. If that happens, its shareholders
may be doubly better off. They end up with capital appreciation greater
than the dividends they missed out on, and they find they are taxed at
lower effective rates on capital appreciation than on dividends.
In fact, I claim that the answers to these questions are not obvious at
all. The harder we look at the dividend picture, the more it seems like a
puzzle, with pieces that just don’t fit together.
Background 3 / 29
Different Types of Payouts
the two main ways that firms distribute cash to equity
investors are dividends and share repurchases
different types of dividends:
cash dividends are a distribution of cash
normally paid on a quarterly basis
stock dividends are a distribution of stock
no cash leaves the firm
there is an increase in the number of shares outstanding
e.g. with a 10% stock dividend, investors receive one
additional share for each ten shares that they own
stock splits are large stock dividends (a stock dividend of
greater than 25%)
usually expressed as a ratio, e.g. 2:1 means that investors get
one new share for each share that they own (so the total
number of shares outstanding doubles)
a share repurchase (a.k.a. buyback) is a transaction where the
firm buys its own stock back from investors
can be either an open market repurchase (the firm buys on an
exchange like any other investor) or a tender offer (the firm
announces to all of its shareholders that it is willing to buy a
fixed number of shares at a specified price)
Background 4 / 29
Standard Method of Cash Dividend Payment
on the declaration date, the board of directors declares a
payment of dividends to shareholders of record on the record
date
dividend cheques are mailed out to shareholders on the
payment date
as stock trades can take up to three business days to settle,
you must have purchased the stock at least three business
days before the record date in order to be assured of receiving
the dividend
the date two days before the record date (i.e. the first trading
date on which you are no longer entitled to the dividend) is
called the ex-dividend date
example: on Feb. 29, 2008 RBC declared a dividend of $0.50
per share payable on May 23, 2008 to common shareholders
of record on April 24, 2008
Background 5 / 29
Ex-Dividend Date Stock Price Behaviour
in a world without taxes or transaction costs, the stock price
will fall by the amount of the dividend on the ex-dividend date
(ignoring some slight time value of money considerations)
taxes complicate matters: empirically, the price drop is less
than the dividend and occurs within the first few minutes of
trading on the ex-dividend date
notation:
original purchase price: P0
price just before stock goes ex-dividend: Pb
price just after stock goes ex-dividend: Pa
dollar amount of dividend per share: D
tax rate paid on dividend income: TD
tax rate paid on capital gains: TG
cash flows from selling just before stock goes ex-dividend:
Pb − (Pb − P0 ) × TG
Pa − (Pa − P0 ) × TG + D × (1 − TD )
Background 6 / 29
Ex-Dividend Date Stock Price Behaviour
Pb − (Pb − P0 ) × TG = Pa − (Pa − P0 ) × TG + D × (1 − TD )
Background 7 / 29
Dividend Policy In Perfect Capital Markets
Share Repurchases 16 / 29
Share Repurchase vs. Dividend
consider a firm with the following market value balance sheet
that wants to distribute $100,000 to its shareholders:
Assets Liabilities & Equity
(Original Balance Sheet)
Cash $150,000 Debt $0
Other assets $850,000 Equity $1,000,000
Firm value $1,000,000 Firm value $1,000,000
Shares outstanding: 100,000
Price per share: $1,000,000/100,000 = $10
if the $100,000 is distributed as a cash dividend, the balance
sheet will look like this:
Assets Liabilities & Equity
(Balance Sheet After $1 Per Share Dividend)
Cash $50,000 Debt $0
Other assets $850,000 Equity $900,000
Firm value $900,000 Firm value $900,000
Shares outstanding: 100,000
Price per share: $900,000/100,000 = $9
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Share Repurchase vs. Dividend (Cont’d)
if the $100,000 is distributed through a repurchase, the
balance sheet will look like this:
Assets Liabilities & Equity
(Balance Sheet After Share Repurchase)
Cash $50,000 Debt $0
Other assets $850,000 Equity $900,000
Firm value $900,000 Firm value $900,000
Shares outstanding: 90,000
Price per share: $900,000/90,000 = $10
with the dividend, the holder of a share receives $1 and
retains a share worth $9
with a repurchase, the holder of a share either sells it for $10
or keeps it
this shows that, absent imperfections such as taxes, there is
no reason to prefer one method of distribution over the other
Share Repurchases 18 / 29
Real World Factors Affecting The Repurchase Decision
besides taxes, what other potential advantages do share
repurchases offer?
flexibility: an increase in a dividend is often viewed as an
ongoing commitment, whereas a repurchase is more of a
one-time deal → firms which have temporary increases in cash
flow are more likely to repurchase, while firms with permanent
increases in cash flow are more likely to pay dividends
executive compensation: firms with lots of executive stock
options are more likely to prefer repurchases (the share price
will fall when dividends are paid out, reducing the value of the
options)
offset to dilution: this is another reason why firms with lots of
executive stock options often use repurchases (i.e. to counter
the dilution that occurs when the options are exercised)
repurchase as investment: managers may believe that their
firm’s stock price is temporarily undervalued, and so buying
back shares represents a good investment (and empirical
evidence supports this—long term stock price performance of
firms after a repurchase tends to be substantially better than
the stock price performance of similar firms which do not
repurchase)
Share Repurchases 19 / 29
Personal Taxes, Issuance Costs, and Dividends
as noted above, the effective tax rate on capital gains is lower
than the effective tax rate on dividends for individual investors
suppose a firm does not have sufficient cash to pay a
dividend:
if it issues shares worth, say $1 million, in order to pay a
dividend, then in aggregate investors contribute $1 million but
they get back less because of taxes on dividends
as a result, in general firms should not issue stock in order to
pay a dividend
flotation costs to issue the new shares add to this effect
if instead that a firm does have enough cash to pay a
dividend:
if the firm already has no further positive NPV projects to
invest in, then any additional capital expenditures will be in
negative NPV projects (which could be worse than subjecting
investors to taxes on dividends)
the firm could acquire other companies (but this is often very
costly and the general tendency is that acquiring firms is an
unprofitable strategy)
it might go with a share repurchase instead of a dividend
Dividend Policy In Imperfect Markets 20 / 29
Personal Taxes, Issuance Costs, and Dividends (Cont’d)
another possibility for a firm with enough cash to pay a
dividend is to purchase financial assets instead
example: a firm has $10,000 of extra cash. It can retain the
cash and invest it in Treasury bills yielding 4% or it can pay
the cash out to shareholders as a dividend. Shareholders can
also invest in Treasury bills with the same yield. Assume that
Treasury bills pay interest annually. Both the firm and the
shareholders reinvest the interest income received from the
Treasury bills. The corporate tax rate is 40% and the
individual tax rate for dividend income is 30% and for interest
income is 40%. What amount of cash will shareholders have
after 5 years if (i) the firm pays out the $10,000 today as a
dividend; and (ii) the firm invests the $10,000 in Treasury bills
and distributes the cash as a dividend after 5 years?