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SSRN Electronic Journal
Article . 2011 . Peer-reviewed
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Structured Finance, Acquisitions and Debt Agency

Authors: Neukomm, Gabriel;

Structured Finance, Acquisitions and Debt Agency

Abstract

Modern corporations use complex debt instruments and pursue acquisitions. In orderto analyze the properties of some of these contracts in the event of an acquisition, thispaper considers a company that has an incumbent capital structure, comprising one of five practically important structured debt contracts. An opportunity for an acquisition comes along that was not ex-ante contractible. The equityholder decides on the financing of this expansion by trading off tax advantages of debt against costs of bankruptcy. The modelyields a number of insights for structured debt and acquisitions, four of which are as follows: First, a seniority clause offers the bondholder protection from agency, but it also decreases the equityholder’s incentives to finance the acquisition. Second, embedded call options are valuable even if interest rates are constant, because they allow the equityholder to issue a new bond at fair value. Third, bankruptcy remoteness is valuable, if assets are very risky. Fourth, convertible bonds are vulnerable to agency and the conversion option bears the same incentive problem as a seniority clause. These properties explains, for example, the otherwise puzzling practice of companies buying out convertible bond holders prior to anacquisition.

Country
Switzerland
Related Organizations
Keywords

Capital structure, mergers and acquisitions, structured finance, G24, G32, G34, 10003 Department of Banking and Finance, 330 Economics, jel: jel:G34, jel: jel:G24, jel: jel:G32

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selected citations
These citations are derived from selected sources.
This is an alternative to the "Influence" indicator, which also reflects the overall/total impact of an article in the research community at large, based on the underlying citation network (diachronically).
BIP!Citations provided by BIP!
popularity
This indicator reflects the "current" impact/attention (the "hype") of an article in the research community at large, based on the underlying citation network.
BIP!Popularity provided by BIP!
influence
This indicator reflects the overall/total impact of an article in the research community at large, based on the underlying citation network (diachronically).
BIP!Influence provided by BIP!
impulse
This indicator reflects the initial momentum of an article directly after its publication, based on the underlying citation network.
BIP!Impulse provided by BIP!
1
Average
Average
Average
Green
bronze