Executive Summary As the leading manufacturer in the moist smokeless tobacco industry, UST Inc. has long been recognized by its ability to generate high profit using low financial leverage. With a dominant market share of 77%, the company maintains a pricing power that allows it to institute annual price increases without losing costumers. However, UST’s market share was eroded significantly in recent years by price-value competitors who enter the market with lower prices. Although UST responded to these threat by introducing new products, market share still decreased by 1. 6% over past 7 years.
In addition, UST is also exposed to an unfavorable legislative environment, in which the company is under advertising and product promotion restrictions. The increasing business risks force management of UST to consider a recapitalization plan in which UST borrows up to $1 billion to repurchase its stocks. The marginal effect of the recapitalization will be a $380 million increase in firm value, which is the present value of interest tax shield. Besides the recapitalization benefit, management also needs to notice the costs of recapitalization, which include higher bankruptcy costs and a potential of lower credit rating.
UST has a high and constant dividend payout history since 1912. The recapitalization will expose more risks to shareholders since revenues will be used to pay interest before pay dividends. Thus, the recapitalization may hamper future dividend payments. Background Having long been the leading company in the moist smokeless tobacco industry, UST Inc. was famous for its product innovation, dominate market share, and pricing adjusting power. However, as the competition of the moist smokeless tobacco industry became more intense and the legislative environment became more unfavorable, UST is facing several business risks: . Lose of market share. Relying on its superior products and innovation ability, UST used to control most of the moist smokeless tobacco market and was able to increase the price of its products year by year without losing its customers. The historical pricing flexibility gave UST a robust earning performance and bumped up its stock prices. However, as the speed of product innovation became slower, UST is facing the threat of price-value competitors, who enter the market by charging a lower price. Although later UTS responded to the threat by introducing new products, the company’s market share still dropped from 86. % in 1991 to 77. 2% in 1998. 2. Increase exposure to legislative environment. Moist smokeless tobacco manufactures used to face fewer lawsuits than cigarette manufactures due to less scientific evidence liking smokeless tobacco to cancer. However, the legislative environment has become more unfavorable to smokeless tobacco manufactures since the industry has agreed on a ban on advertising in order to settle state Medicaid lawsuit. Also, UST was the only main manufacturer that signed an agreement on promotion restrictions that aim to reduce youth exposure.
Recapitalization UST has been widely known for its conservative debt policy, which allows the company to generate high returns with very low financial leverage. However, as business risks such as market share erosion and unfavorable legislation exposure increase, UST has an incentive to change its capital structure in order to benefit from interest tax shield and maximize the firm value. Recapitalization will also benefit shareholders in a way of higher company stock price since the proceeds from debt will be used to repurchase outstanding stocks.
Also, although UST has a very high gross profit margin and return on assets on its core business compared to other smokeless tobacco manufactures, the poor performance of its non-core operations such as market wine and premium cigars give UST a low to zero profit contribution. UST’s management needs to diversify its product line and bump up earnings by investing more in the non-core operations using debt funds. Marginal Effect of Recapitalization To analysis if UST should undertake the $1 million recapitalization, management needs to calculate the value of the firm before and after ecapitalization. In a market with taxation, the value of the levered firm equals to the value of the unlevered firm plus the present value of interest tax shield. Because management assumes that the new debt is constant and perpetual, the present value of interest tax shield equals to the amount of debt multiplied by the effective tax rate, which is 38%. Thus, the present value of UST’s future tax saving should be 38% * $ 1 billion, which is $380 million. At the end of 1998, the market equity of UST was $6,470. 8 million based on the average shares outstanding and year-end stock price.
If UST borrows $1 billion debt immediately, the total value of the levered firm would be $6,470. 8 million unlevered value plus $380 million tax shield, which is $6,850. 8 million. Because firm value will rise to $6,850. 8 million immediately after the recapitalization announcement, original shareholders will capture the full benefit of interest tax shield since they are able to sell their stocks at a higher price. The new stock price is determined by dividing the value of the levered firm by the number of shares outstanding at the end of 1998.
Since there were 185, 516,055 shares outstanding at year end 1998, the new stock price after the announcement of recapitalization would be $6,850. 8 million divided by 185, 516,055, which is $36. 93. Compared to the original stock price of $34. 88, each pre-existing shareholder will benefit $2. 05 from the increase in leverage. If taxation is the only issue that management should take into consideration, the marginal effect of raising debt will be increase in company value by $380 million.
However, as financial leverage increases, default risk on debt also increases, thus leads to a potential increase in bankruptcy costs. UST has been maintained an A-1 credit for its low debt / capital ratio of 28. 2%, which is a competitive advantage over its competitors who are highly leveraged. If UST decides to increase its leverage ratio, it will cause rating agencies to revalue its capital structure and cash flow generating ability in order to assign an appropriate rating.
The potential change in rating will significantly affect UST’s cost of capital. Thus, management should balance the tax benefit with the expected cost of bankruptcy to maximize form value. Besides its conservative debt policy, UST was also famous for its stable and constant dividend payout since 1912. The recapitalization may hamper future dividend payments since earnings should be used to pay off debt and interest expense before they are delivered as dividends to stockholders.
Because debt is risk-free and debt holders have first claim on a company’s asset, levered equity often carries a higher risk premium than unlevered equity to compensate stockholders. The remaining balance of earnings after paying interest may also be retained for operating purpose. Thus, the possibility of an interruption of cash dividends payout may occur. Summary In summary, facing the increase business risks of losing market share and exposing to unfavorable legislations, the management of UST Inc. s considering changing the company’s capital structure by raising $1 billion debt and accelerating its stock buyback program. The benefit of recapitalization will be an increase in firm value of $380 million and increase in stock price by $2. 05 each share. However, management should also take into consideration the potential increase in bankruptcy costs and changes in credit rating. Last, the constant divided payout may be hampered by recapitalization since earnings need to be used to pay interest to debt holders first.
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