Investment Banking

The legislation that lowered personal taxes on qualifying dividends and long-term capital gains to 15% in 2003 is scheduled to expire at the end of 2010. In the absence of an extension of this law, the dividend tax rates for upper income taxpayers could revert to an ordinary income tax rate of up to 39.6%. In light of the uncertainty surrounding future dividend tax rates, we discuss how higher dividend taxes may affect firm value as well as strategic corporate finance decisions. While we continue to favor fortress balance sheets, we highlight how higher equity distribution taxes may tilt the scale in favor of debt relative to equity.

Severe recessions have typically been followed by strong economic rebounds. Yet over the past couple of years, we have experienced a meager rebound, and economists forecast next year’s growth to remain sluggish in North America, Japan, and the European Union. This report discusses the key questions senior executives should consider in today’s growth environment. How is anemic economic growth affecting earnings growth opportunities? Do equity investors still pay a premium for growth? Can low growth firms enhance value through dividends and risk mitigation?

In today’s global economy, attractive growth opportunities are often not found in the home jurisdiction. As a result, many domestic and multinational companies have expanded, and are expected to continue to expand, their foreign operations. While foreign investments can offer attractive returns, senior decision-makers are confronted with significant challenges in assessing their prospective risk. One key question is: Should companies use different hurdle rates when contemplating an investment in another jurisdiction? In a new report, “Time to Rethink Hurdle Rates: Understanding political risk premia in a new financial environment,” J.P. Morgan’s Corporate Finance Advisory team helps clients focus on these issues.

This report explains the factors that have led several major firms to announce and implement a structural shift to the way they manage their defined benefit pension plans. As these pension de-risking announcements have been well received by shareholders and creditors alike, more senior decision-makers are evaluating whether such an approach could make sense for their firms. The drivers for this structural shift include pension specific regulatory changes, as well as broader capital market factors such as the availability of cheap debt, and the desire to harness risk and enhance the appeal to equity investors.

Declining growth prospects, record levels of cash and financial flexibility, and robust capital markets are driving firms to reevaluate their strategic alternatives. After a significant decline during the financial crisis, global M&A volume surged by more than 20% last year and is expected to approach 2006 levels this year. In this report, we discuss the characteristics of the new M&A wave, including the limited role of private equity, the reemergence of strategic acquisitions, and the surprisingly similar deal size and premiums compared to pre-crisis acquisitions. We also explore the market’s perception of recent acquisition announcements. Interestingly, we find that many recent acquisitions have not only led to higher stock prices for the targets, but also for the acquirers. For acquirers, the well-received acquisitions tend to: (i) fit the acquirer’s strategy and existing assets (“like for like acquisitions”), demonstrating clear synergies; (ii) expand the acquirer’s product or geographical reach; (iii) put excess (or offshore) cash to work; and (iv) opportunistically use the acquirer’s financial flexibility.

This report addresses a question that we are increasingly hearing from clients in today's volatile environment: "Has my cost of equity changed since last summer?" Equity financing constitutes over 80% of the total market capitalization for a typical non-financial S&P 500 firm. As such, the market risk premium is a significant component of a firm’s cost of capital. Given the potential implications of a change in the risk premium, we address in this report i) the various ways to estimate the risk premium, ii) how the risk premium has changed since last summer, and iii) the managerial implications from a capital allocation, valuation, and financing decision perspective.

Over the past year, there has been much speculation in both newspapers and boardrooms about how easy monetary policy and rising government debt levels could fuel inflation in the near future. However, substantial slack in the economy, a persistently high unemployment rate and a tight credit environment all counter these factors, suggesting that inflation could continue to be muted over the short to medium term. In this report, we discuss the arguments for and against inflation in the coming future, and more importantly, why corporates should care.

Senior executives have been rightfully focused on financial market dislocations in the U.S. and Western Europe. Rising equity volatility, surging energy prices, a weakening dollar, and widening credit spreads are influencing both tactical financing decisions and long-term financial strategy. In this report we discuss how amid this market turbulence is a quickly changing global M&A landscape that portends long-term opportunities to deliver value to shareholders.

Senior decision-makers have heard much about historically high volatility in the media. But what does high volatility mean for CFOs/CEOs and board members? How should they adjust their strategic decision-making process? This new report provides a comprehensive look at how high volatility affects every chapter of the corporate finance textbook.

This report examines the sources and increasing materiality of financial synergies in M&A transactions, and how their relative importance as a source of value creation has been highlighted as a result of the credit crisis. The report recommends that decision-makers consider a framework to assess and capture the value of these benefits as they evaluate the merits of a strategic transaction.

The new currency environment presents significant challenges to corporate decision-makers. Foreign exchange rates are more volatile and harder to predict, and diversification offers limited value as correlations between currencies have increased. As large global firms realize a growing part of their sales from non-domestic markets, currency fluctuations will now also have a greater impact on firm values. As a result, investors are more focused on the FX topic and equity analysts ask more FX-related questions on earnings calls.

The report provides a roadmap for senior decision-makers on how to continue to grow internationally while avoiding the most common pitfalls of a more volatile currency world.

S&P 500 firms have dramatically reduced leverage over the last ten years, with debt to EBITDA ratios dropping from about 3x to almost 2x, and coverage ratios increasing from under 7x to over 10x. Simultaneously, these same firms have increased cash holdings from 8.6% of assets to 11.1% of assets, a level not seen since the 1950s. As firms continue to gain comfort with their leverage and liquidity profiles, as well as their expectations for future cash flow generation, shareholder distributions have become a higher priority for decision makers and Boards of Directors. In this report, we discuss the evolution of shareholder distribution policies through the recent crisis, culminating into the significant rebound in dividends and share repurchases witnessed in 2010 and the first quarter of 2011. Investors have continued to respond positively to these shareholder friendly initiatives, and we anticipate that this strong trend in dividend increases and share repurchases will only gain momentum as payout continues to move toward more normalized levels.

This report analyzes the impact of recent market moves on Defined Benefit pension plans and lays out actions for plan sponsors. Many firms currently have sizable Defined Benefit pension plans, many of which have been underfunded for the last three years. With the simultaneous drop in discount rates and equity values recently, this problem is larger today than it was at the beginning of the year. We estimate the current aggregate funded status for the largest pension plans to be at its worst level in over a decade. At the same time, many firms currently enjoy great access to capital markets at very attractive pricing. Firms can therefore access the capital markets to make voluntary contributions and lock in positive EPS and NPV benefits in a credit-neutral manner.

Many decision-makers have focused on the negative news related to the U.S. consumer. This focus has driven firms to reduce investments and to continue emphasizing fortress balance sheets. In this report, we highlight the strengthening positive side of the consumer story. Consumer leverage is now lower than in the pre-crisis years, and catalysts that have been overlooked suggest the possibility of a near-term re-emergence of the US consumer. The key takeaway of this report is that firms should make sure to preserve optionality and be prepared to take advantage of a possible strong consumer re-emergence.

The capital markets environment was robust earlier this spring but the aftermath of a severe financial crisis has left consumers and governments weaker and on a slow road to recovery. While we do not know if this disparity is a precursor to another asset bubble, or even another crisis, we recommend that senior decision makers prepare for this possibility. By understanding the differences between 2007 and spring 2011, and by taking advantage of today’s relatively benign capital markets conditions, firms can proactively manage these risks. The key takeaways of this report are: (i) today’s capital markets are reminiscent of the spring 2007 capital markets; (ii) corporate balance sheets are stronger than they were pre-crisis; (iii) the U.S. consumer and OECD governments have little monetary and political flexibility left to manage a new crisis; (iv) in light of the uncertain existing economic and political environment, the cost of financial insurance and liquidity seems low, resulting in implications for capital allocation, M&A, financing, risk management and shareholder distributions decisions.

This report examines the extent of the current crisis, the changes in the marketplace as a response to the crisis, and the implications for issuers, especially, with a focus on the availability and management of bank-provided liquidity.

This report explores the catalysts for various recovery scenarios and evaluates the impact of each scenario on the success of financial strategies. The report also examines other crises and their recoveries and interprets historical results in the context of the financial decisions companies are facing today. The evidence suggests that a rapid financial and economic recovery may be unlikely. A slow recovery, combined with a dwindling supply of capital, and a strong demand for capital by the private sectors and governments alike, will lead to continued cost of capital pressure. Hence, access to capital is likely to remain challenging and costly. The report provides powerful recommendations to effectively navigate this period of continued uncertainty.

As the utility industry enters a period of historically high capital investment, it confronts potentially significant cost of capital challenges that may hinder its ability to create shareholder value. To avoid under-earning on its capital and potentially destroying shareholder value, we discuss in this report how utilities will need to judiciously manage capital investment decisions. They will also need to pursue regulatory strategies that will enable them to earn a timely and adequate return should interest rates and the industry’s overall cost of capital increase over the short to medium term.

Three years ago, hedge fund activists were making the front page of the Wall Street Journal on an almost daily basis. Activists utilized the unprecedented liquidity in the credit markets to acquire material equity stakes in both large and small corporations. The burst of the credit bubble and the beginning of the recent financial crisis, however, brought the activist wave to an end as investors turned their focus toward liquidity and business survival. With vibrant capital markets, record levels of corporate and investor cash, impatient investors, and declining organic growth opportunities, we discuss in this report our belief that the conditions are ripe for a resurgence in shareholder activism.

In this report, we show how Corporate America has de-levered, cut capital expenditures, extended maturities, and built up liquidity. Meanwhile, this has occurred at a time when the cost of debt has reached low levels that we have not seen in years. Senior decision-makers can benefit from this environment by raising cheap capital to build a war chest and protect against the time when capital becomes more expensive again. Alternatively, if firms believe a low cost of capital will persist, they can lower their hurdle rates to take advantage of today’s strategic opportunities. We believe that a strategy of inaction may lead to competitive disadvantages and potentially the loss of market share as competitors take advantage of this new environment.

Conforming to peer best practices is common in strategic and financial decisions, particularly during crisis times. This year, however, an increasing number of senior decision-makers are embracing divergent thinking. This report highlights creative corporate finance actions that drive value for shareholders in today’s challenging environment. Whether through creative M&A or financial policy paradigm shifts, no tool has gone unused to create shareholder value. Investors have applauded announcements that create stronger and more focused industry leaders, unlock hidden value, deliver more cash to shareholders, and cater to specific investor bases.

With record-high corporate cash balances, fortress balance sheets, and mixed to low growth prospects in developed markets, shareholder payouts will likely be a key theme for many firms in 2011. While most firms prioritize strategic investments or M&A over shareholder distributions, certain factors point to a likely wave of dividend increases in the coming future, including the likelihood of a prolonged low-interest rate environment and the intensifying investor focus on yield. In this report, we offer a comprehensive review of the key drivers, considerations, and payout trends across various sectors. We also review best-in-class dividend practices and identify unique situations that require special attention from senior decision makers.

In this report, we provide a comprehensive framework to allocate capital and create shareholder value. To help develop this framework, we discuss ten important capital allocation lessons that have reemerged over the last few years. We believe that these ten insights should be at the core of any best-in-class capital allocation process.

With record-high volatility and limited access to capital markets in the current environment, we believe that it is especially important for firms to reassess their capital-structure objectives and targets. An ideal capital structure should provide a low cost of capital, insulation from downside risk, and flexibility to exploit strategic opportunities. This report emphasizes the value of maintaining a conservative capital structure--one with ample liquidity, longer debt maturities, and potentially less leverage.

Senior management and Boards of many of our REIT clients are currently reevaluating their capital allocation strategy. The combination of liquid balance sheets and robust capital markets suggests that M&A and dividends will be the focus of many of these discussions. In the attached report, we discuss the key drivers, considerations and best practices related to REIT capital allocation in 2011.

Power companies, and in particular the regulated firms in the sector, are known as steady high dividend payers, islands of relative stability in the financial storm. Indeed, electric utilities are more defensive and more stable than most other sectors and as a result financial market participants have not been overly concerned about their financial stability. On the other hand, utilities are also uniquely challenged by today’s financial environment because they are facing a unique set of risk factors including significant capital dependency, surging risk pricing, and weakened balance sheets. In this report, we gauge how the changing capital structure paradigm is affecting the cost of capital and the financial strategy decisions of utilities.

The last five months have been the most challenging in recent history for U.S. financial markets. Between early Spring and Summer of 2007, the benign risk pricing environment in the U.S. financial markets rapidly and unexpectedly repriced to historical averages. Most risk factors have further deteriorated beyond average levels since then, with short-term liquidity measures continuing to experience stress in particular. To help strategic decision-makers smoothly navigate the choppy financial markets, this report discusses a series of capital and liquidity themes for 2008. It focuses on how the current crisis has affected various markets, and presents ways to address potential capital and liquidity issues.

As the current downturn plays itself out, many U.S. firms face criticism for buying back shares at high prices prior to the fall of financial markets, only to raise new equity capital later at lower prices. A new report questions this orthodoxy. The report shows that only “perfect hindsight” could have predicted the depths of the downturn, an event that was unprecedented in the context of the post-World War II history.

Growth expectations, valuation multiples, and PEG (forward P/E to long-term earnings growth) ratios for tech firms have declined dramatically over the last 10 years. The PEG ratios for large-cap tech firms are now lower than PEG ratios in many other sectors. In addition, large-cap tech firms have significantly less leverage and shareholder distributions than consumer and industrial firms with similar growth characteristics. Simple assumptions about cash repatriation and buyback premiums suggest that more aggressive financial policies may create value in the maturing tech sector. However, tech firms should proceed with caution as their underlying business risk is materially higher than “comparable” consumer and industrial firms.

With high unemployment, excess production capacity, shrinking consumer credit and a rising savings rate, many clients fear that growth may be anemic in the first years of the new decade. Moreover, many firms have nearly exhausted cost cutting measures that produced bottom line growth in the face of contracting revenues. This reduction in costs, capex and R&D has led to record levels of corporate liquidity. To address these issues, we identify the four growth challenges companies will face in 2010 and beyond, and provide decision-makers with a framework to navigate an environment split between anemic growth in OECD countries and rapid growth in emerging markets.

Pending the European Commission's final determination on the treatment of U.S. subsidiaries, Solvency II is likely to have a transformational impact on European issuers' U.S. life subsidiaries. With Europeans holding ~20% of U.S. market share and ~$670 billion in U.S. life reserves, this could have a powerful impact on this side of the Atlantic. If Europeans are required to apply Solvency II capital requirements to their U.S. subsidiaries, it is likely to be one of the key drivers of product pricing and design, as well as increased strategic corporate activity in the U.S., in the coming years.

Over the last ten years, and increasingly since the beginning of the 2007-2009 financial crisis, firms have built historically strong balance sheets with high cash balances and less leverage. While many firms are reluctant to employ their financial flexibility in the face of ongoing economic uncertainty, some firms have decisively taken advantage of the current environment. They have done so by executing transformational M&A transactions, refocusing through spin-offs, taking advantage of today’s financing markets, and materially increasing their shareholder distributions. In today’s environment, investors have responded positively to firms that shifted from defense to offense; consequently, boards and senior decision-makers should consider offensive moves on their merits and avoid being forced to initiate or announce these strategies under public activist pressure.

With low leverage, depressed valuations, record low cost of investment grade debt and large and visible cash balances, investors of all types—from small retail investors to large activist funds—are hungry for yield.  Shareholder distributions have rebounded from 2008 lows and the trend is expected to continue as investor appetite for yield, combined with record high corporate earnings and the belated desire to compensate for the small increases during the crisis, are leading many firms to consider larger shareholder distributions in 2012. Our conversations with senior managers lead us to believe that few decisions frustrate them more than whether and how to return excess capital. In this new report, J.P. Morgan’s Corporate Finance Advisory addresses the questions at the forefront of distribution policy decision-making and illustrates the most noticeable trends in today’s environment.