Wrigley Case
Wrigley Case
Wrigley Case
WRIGLEY
JR. COMPANY
Capital Structuring, Valuation, and Cost of
Capital
Team 14
E XECUTIVE S UMMARY
Amidst the analysis of Wrigleys capital structure, we recommend that with an increase of $3 billion in
debt, Wrigley should repurchase shares at a price of $56.59. The main goal of an active investing firm like
Aurora Borealis is to find an inefficiently structured firm so that it can purchase a stake, mainly to advise
a recapitalization in the companys capital structure in hopes to maximize financial returns.
Two main valuation methods were computed to assess a $3 billion leverage recapitalization. The adjusted
present value, which is more significant in this case 1, illustrates that with a recapitalization, the firm value
will increase by almost $100 million. Likewise, a full value approach causes the firm value after
recapitalization to decrease by $1.5 billion. Both approaches have limitations in that the APV method
mainly assumes a likelihood of default, while the full value approach does not take into account an
optimal WACC.
Although it is clear that the new capital structure does not minimize the WACC, we have concluded that
the benefits of the recapitalization outweigh the drawbacks, particularly when using the debt to
repurchase shares. The cost of financing initially is 10.9%. After increasing the debt-component, the cost
of financing increases to 11.21%. This increase comes about with the addition of risk from leverage i.e. a
shift in a credit rating from AAA to a B.
Despite the increase in the Cost of Capital, a leverage recapitalization signals a number of messages to the
investors and the market. For instance, the substantial increase in debt may signal management operating
efficiently and its confidence in the operational profitabilitys ability to cover debt service payments.
Similarly, the repurchase of shares shows the public that Wrigley considers its shares to be undervalued,
and a sign for investors to reconsider the allocation of their resources. The repurchase decreases the
number of shares outstanding and leads to an appreciation in the Wrigleys share price to $56.59.
Historically, investors have preferred a share repurchase program in lieu of a special dividend given the
tax environment. Most dividends are considered as disposable income and have a marginal tax-rate (3335%) charged. On the other hand, capital gains only have a 15% rate charged, historically. 2
One of the concerns of a repurchase program is its effect on the Wrigley familys voting control. We, as
Aurora Borealis, can advise the company to only repurchase non-family common stock, or repurchase
non-family common stock and class B shares to maintain the same ratio of total common to class B. In
both cases, the Wrigley Family maintains, if not increases, its voting rights to 51% and 60%, respectively.
However, we advise to only repurchase non-family common shares, so as to avoid a higher repurchasing
premium.
As a result, this report begins by describing the concept of active investing. Subsequently, our team
discusses the market perception and the signaling of a recapitalization. Next, we analyze the impact of a
recapitalization and a special dividend on the earnings per share, balance sheet, the cost of financing, and
finally the firm value. The report concludes by advising Wrigley to repurchase shares after the leverage
recapitalization.
1 Its significant because we have a debt amount to calculate from, as opposed to obtaining a static D/E ratio and
an optimal WACC.
2 http://www.cimaglobal.com/Documents/Student%20docs/2010%20syllabus%20docs/F3/F3%20Adjusted
%20Present%20Value.pdf
SIGNALLING OF RECAPITALIZATION
Wrigley is one of the worlds largest manufacturers and distributor of chewing gum. The firms industry,
branded consumer foods and candy, was intensely competitive and was dominated by only a few larger
players. 3 Over the preceding two years, revenues had grown at an annual compound rate of 10% while
earnings at 9%. The dynamic growth has come about from various expansionary methods like mergers,
acquisitions, organic expansions, and globalization. Amidst its strong competitive position, a leverage
recapitalization leading to share repurchase or dividend could signal various messages to the market. The
possible indications would be as follows:
(1) Leverage financing signals that Wrigleys shares are undervalued: Various academic studies
indicate that the market reacts favorably to share repurchase announcements. When a company
repurchases its own shares, it assumes that the stock is undervalued in the market. Whenever the
market price falls below this warranted equity value per share the company would repurchase
its own shares. The warranted equity value is calculated by discounting cash flows to equity using
the equity cost of capital. A gap between warranted value and market price, therefore usually
triggers repurchases.
(2) Leverage financing signals Wrigleys strong operating profitability: The use of debt financing
implies that the company has a strong operating profitability, allowing it to meet the encumbrance
of debt service payments including interest and principal.
(3) Leverage financing signals a less complacent management: Amidst the use of debt,
management will be less complacent. The management ought to be more efficient with its use of
debt in order to secure and maintain their executive positions in Wrigley. Likewise, since the
increase in debt leads to a higher probability of default, this signals the commitment of the board
and the management to efficiently use Wrigleys resources and caution not to default.
(4) Leverage financing signals that Wrigley has run out of positive NPV projects: The use of
debt to repurchases shares or to issue a special dividend signals to the investors that Wrigley is in
the maturity stage of its life cycle. Since the debt will not be used to invest in positive NPV
projects, this signals that there is very little growth potential within the consumer product
industry. Companies in this stage of the life cycle usually grow at the same rate as the economy,
and may only achieve average returns.
3 The Wm. Wrigley Jr. Company: Capital Structure, Valuation, and Cost of Capital, Case, Exhibit 1
4
no change to the common equity portion of the balance sheet, but the debt has significantly increased
from 0 to $3 billion, causing the total capital to increase.
In the market value balance sheet, total assets of $16.311 billion derive from an increase in working
capital of $3 billion, the present value of the debt tax shield at a 40% marginal tax rate, and a decrease
caused by the total cost of financial distress computed in the method above. The assets portion of this
balance sheet, as a result, increases by $8.04 billion. The difference between the present value of the debt
tax shield and the cost of financial distress is added to the owners equity. This difference is added mainly
because the cost is not an explicit one, but rather an implicit one reflected in the cost, savings, and
financing line which does not appear on the income statement. The numbers of shares remain constant;
however, the equity to capital ratio changes to 81% from 99%. 8
Leveraging after Issuing Dividends: Within the book value balance sheet, total assets decrease by $3
billion due to an outflow of cash paid to investors in the form of dividends. A companys profits are
recorded to the equity account retained earnings within the owners equity portion. Since dividends are a
sharing of a companys profits with its shareholders, the retained earnings account is reduced from the
shareholder distributions. Owners equity therefore also reduces by a total of $3 billion, causing the total
capital to decrease by the same amount. This results in the negative book value of common equity to be
($1.7 billion). Likewise, the book value of equity to capital has reduced to a negative (120%).
BOOK VALUE vs. MARKET VALUE: The book value is the
accounting value once assets and liabilities have been accounted
for. Accounting values do not regard debt tax shields and the cost of
financial distress, which are also important factors to considering
when valuing a companys performance. Furthermore, as evident
the market value of fixed assets is usually greater than its historical
value. 9 While book values are common metrics used by successful
and accomplished investors, market value has a more meaningful
implication in the sense that, it is the price you have to pay to own a
part of the business.
In the market value balance sheet, the total asset of $13.31 billion is reduced by the corresponding
decrease in working capital. Cash, that was otherwise a current asset, is paid to the investors as dividends,
causing the total asset decrease by $3 billion. Likewise, common equity also decreases by $3 billion. The
decrease in common equity, given that outstanding shares stay constant, causes the share price to decrease
by 23% at $43.68.10
Leveraging after Share Repurchases: A share repurchase has the same effects as those of the special
dividend. Net working capital and common equity in both balance sheets decrease by $3 billion. The book
value per share, however, decreases to ($9619) 30% less than that of issuing dividends ($7.42).
Total number of outstanding shares: Share repurchases leads to
Wrigley Company purchasing its own shares. In case Wrigley
Company decides to purchase its own shares with a total amount of
$3 billion at a price of $56.59, it will repurchase 53,014 shares. This
in turn causes the total number of outstanding shares to decrease
to 179,818.11
In the market value balance sheet, the total assets remain to be $13.31 billion reduced by the working
capital. While the common equity decreases, so does the total number of outstanding shares, causing the
share price to increase to $56.59.
9 Exhibit 1, Report Ex. 1, Column L, Row 31, and Column L, Row 18
10 Exhibit 1, Report Ex. 1, Column L, Row 42
11 Exhibit 1, Report Ex. 1, Column N & M, Row 41
7
additional premium to Class B shareholders. Lastly, and more importantly, it not only maintains but also
gains Wrigley Familys control in the company.
11
Capital Proportions: Initially, the capital weights of Wrigley were 100% equity. The addition of debt,
however, reduces equity proportion to 81% and increases the debt portion to 19%. After recapitalization,
before share repurchase or dividends, the new value of equity is $13.15 billion and the debt increases to
$3 billion. However, with the repurchase of shares or the payment of dividends, the value of equity
decreases by $3 billion to $10.15 billion.
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