Chapter 14 multinational capital budgeting solutions

CHAPTER 18 Multinational Capital Budgeting and Cross-Border Acquisitions

When it comes to finances, remember that there are no withholding taxes on the wages of sin.

—Mae West (1892–1980), Mae West on Sex, Health and ESP, 1975.

LEARNING OBJECTIVES

■ Extend the domestic capital budgeting analysis to evaluate a greenfield foreign project

■ Distinguish between the project viewpoint and the parent viewpoint of a potential foreign investment

■ Adjust the capital budgeting analysis of a foreign project for risk

■ Examine the use of project finance to fund and evaluate large global projects

■ Introduce the principles of cross-border mergers and acquisitions

This chapter describes in detail the issues and principles related to the investment in real productive assets in foreign countries, generally referred to as multinational capital budgeting. The chapter first describes the complexities of budgeting for a foreign project. Second, we describe the insights gained by valuing a project from both the project’s viewpoint and the parent’s viewpoint using an illustrative case involving an investment by Cemex of Mexico in Indonesia. This illustrative case also explores real option analysis. Next, the use of project financing today is discussed, and the final section describes the stages involved in affecting cross-border acquisitions. The chapter concludes with the Mini-Case, Elan and Royalty Pharma, about a hostile takeover (acquisition) attempt that played out in the summer of 2013.

Although the original decision to undertake an investment in a particular foreign country may be determined by a mix of strategic, behavioral, and economic factors, the specific project should be justified—as should all reinvestment decisions—by traditional financial analysis. For example, a production efficiency opportunity may exist for a U.S. firm to invest abroad, but the type of plant, mix of labor and capital, kinds of equipment, method of financing, and other project variables must be analyzed with traditional discounted cash flow analysis. The firm must also consider the impact of the proposed foreign project on consolidated earnings, cash flows from subsidiaries in other countries, and on the market value of the parent firm.

Multinational capital budgeting for a foreign project uses the same theoretical framework as domestic capital budgeting—with a few very important differences. The basic steps are as follows:

■ Identify the initial capital invested or put at risk.

■ Estimate cash flows to be derived from the project over time, including an estimate of the terminal or salvage value of the investment.

■ Identify the appropriate discount rate for determining the present value of the expected cash flows.

■ Use traditional capital budgeting methods, such as net present value (NPV) and internal rate of return (IRR), to assess and rank potential projects.

Complexities of Budgeting for a Foreign Project

Capital budgeting for a foreign project is considerably more complex than the domestic case. Two broad categories of factor contribute to this greater complexity, cash flows and managerial expectations.

Cash Flows

■ Parent cash flows must be distinguished from project cash flows. Each of these two types of flows contributes to a different view of value.

■ Parent cash flows often depend on the form of financing. Thus, we cannot clearly separate cash flows from financing decisions, as we can in domestic capital budgeting.

■ Additional cash flows generated by a new investment in one foreign subsidiary may be in part or in whole taken away from another subsidiary, with the net result that the project is favorable from a single subsidiary’s point of view but contributes nothing to worldwide cash flows.

■ The parent must explicitly recognize remittance of funds because of differing tax systems, legal and political constraints on the movement of funds, local business norms, and differences in the way financial markets and institutions function.

■ An array of nonfinancial payments can generate cash flows from subsidiaries to the parent, including payment of license fees and payments for imports from the parent.

Management Expectations

■ Managers must anticipate differing rates of national inflation because of their potential to cause changes in competitive position, and thus changes in cash flows over a period of time.

■ Managers must keep the possibility of unanticipated foreign exchange rate changes in mind because of possible direct effects on the value of local cash flows, as well as indirect effects on the competitive position of the foreign subsidiary.

■ Use of segmented national capital markets may create an opportunity for financial gains or may lead to additional financial costs.

■ Use of host-government subsidized loans complicates both capital structure and the parent’s ability to determine an appropriate weighted average cost of capital for discounting purposes.

■ Managers must evaluate political risk because political events can drastically reduce the value or availability of expected cash flows.

■ Terminal value is more difficult to estimate because potential purchasers from the host, parent, or third countries, or from the private or public sector, may have widely divergent perspectives on the value to them of acquiring the project.

Since the same theoretical capital budgeting framework is used to choose among competing foreign and domestic projects, it is critical that we have a common standard. Thus, all foreign complexities must be quantified as modifications to either expected cash flow or the rate of discount. Although in practice many firms make such modifications arbitrarily, readily available information, theoretical deduction, or just plain common sense can be used to make less arbitrary and more reasonable choices.

Project versus Parent Valuation

Consider a foreign direct investment like that illustrated in Exhibit 18.1. A U.S. multinational invests capital in a foreign project in a foreign country, the results of which—if they occur—are generated over time. Similar to any investment, domestically or internationally, the return on the investment is based on the outcomes to the parent company. Given that the initial investment is in the parent’s own or home currency, the U.S. dollar as shown here, then those returns over time need to be denominated in that same currency for evaluation purposes.

EXHIBIT 18.1 Multinational Capital Budgeting: Project and Parent Viewpoints

A strong theoretical argument exists in favor of analyzing any foreign project from the viewpoint of the parent. Cash flows to the parent are ultimately the basis for dividends to stockholders, reinvestment elsewhere in the world, repayment of corporate-wide debt, and other purposes that affect the firm’s many interest groups. However, since most of a project’s cash flows to its parent or sister subsidiaries are financial cash flows rather than operating cash flows, the parent viewpoint violates a cardinal concept of capital budgeting, namely, that financial cash flows should not be mixed with operating cash flows. Often the difference is not important because the two are almost identical, but in some instances a sharp divergence in these cash flows will exist. For example, funds that are permanently blocked from repatriation, or “forcibly reinvested,” are not available for dividends to the stockholders or for repayment of parent debt. Therefore, shareholders will not perceive the blocked earnings as contributing to the value of the firm, and creditors will not count on them in calculating interest coverage ratios and other metrics of debt service capability.

Evaluation of a project from the local viewpoint—the project viewpoint—serves a number of useful purposes as well. In evaluating a foreign project’s performance relative to the potential of a competing project in the same host country, we must pay attention to the project’s local return. Almost any project should at least be able to earn a cash return equal to the yield available on host government bonds with a maturity equal to the project’s economic life, if a free market exists for such bonds. Host-government bonds ordinarily reflect the local risk-free rate of return, including a premium equal to the expected rate of inflation. If a project cannot earn more than such a bond yield, the parent firm should buy host government bonds rather than invest in a riskier project.

Multinational firms should invest only if they can earn a risk-adjusted return greater than locally based competitors can earn on the same project. If they are unable to earn superior returns on foreign projects, their stockholders would be better off buying shares in local firms, where possible, and letting those companies carry out the local projects. Apart from these theoretical arguments, surveys over the past 40 years show that in practice MNEs continue to evaluate foreign investments from both the parent and project viewpoint.

The attention paid to project returns in various surveys may reflect emphasis on maximizing reported earnings per share as a corporate financial goal of publicly traded companies. It is not clear that privately held firms place the same emphasis on consolidated results, given that few public investors ever see their financial results. Consolidation practices, including translation as described in Chapter 11, remeasure foreign project cash flows, earnings, and assets as if they are “returned” to the parent company. And as long as foreign earnings are not blocked, they can be consolidated with the earnings of both the remaining subsidiaries and the parent.1 Even in the case of temporarily blocked funds, some of the most mature MNEs do not necessarily eliminate a project from financial consideration. They take a very long-run view of world business opportunities.

If reinvestment opportunities in the country where funds are blocked are at least equal to the parent firm’s required rate of return (after adjusting for anticipated exchange rate changes), temporary blockage of transfer may have little practical effect on the capital budgeting outcome, because future project cash flows will be increased by the returns on forced reinvestment. Since large multinationals hold a portfolio of domestic and foreign projects, corporate liquidity is not impaired if a few projects have blocked funds; alternate sources of funds are available to meet all planned uses of funds. Furthermore, a long-run historical perspective on blocked funds does indeed lend support to the belief that funds are almost never permanently blocked. However, waiting for the release of such funds can be frustrating, and sometimes the blocked funds lose value while blocked because of inflation or unexpected exchange rate deterioration, even though they have been reinvested in the host country to protect at least part of their value in real terms.

1U.S. firms must consolidate foreign subsidiaries that are over 50% owned. If a firm is owned between 20% and 49% by a parent, it is called an affiliate. Affiliates are consolidated with the parent owner on a pro rata basis. Subsidiaries less than 20% owned are normally carried as unconsolidated investments.

In conclusion, most firms appear to evaluate foreign projects from both parent and project viewpoints. The parent’s viewpoint gives results closer to the traditional meaning of net present value in capital budgeting theoretically, but as we will demonstrate, possibly not in practice. Project valuation provides a closer approximation of the effect on consolidated earnings per share, which all surveys indicate is of major concern to practicing managers. To illustrate the foreign complexities of multinational capital budgeting, we analyze a hypothetical market-seeking foreign direct investment by Cemex in Indonesia.

Illustrative Case: Cemex Enters Indonesia2

Cementos Mexicanos, Cemex, is considering the construction of a cement manufacturing facility on the Indonesian island of Sumatra. The project, Semen Indonesia (the Indonesian word for “cement” is semen), would be a wholly owned greenfield investment with a total installed capacity of 20 million metric tonnes per year (mmt/y). Although that is large by Asian production standards, Cemex believes that its latest cement manufacturing technology would be most efficiently utilized with a production facility of this scale.

Cemex has three driving reasons for the project: (1) the firm wishes to initiate a productive presence of its own in Southeast Asia, a relatively new market for Cemex; (2) the long-term prospects for Asian infrastructure development and growth appear very good over the longer term; and (3) there are positive prospects for Indonesia to act as a produce-for-export site as a result of the depreciation of the Indonesian rupiah (IDR or Rp) in recent years.

Cemex, the world’s third-largest cement manufacturer, is an MNE headquartered in an emerging market but competing in a global arena. The firm competes in the global marketplace for both market share and capital. The international cement market, like markets in other commodities such as oil, is a dollar-based market. For this reason, and for comparisons against its major competitors in both Germany and Switzerland, Cemex considers the U.S. dollar its functional currency.

Cemex’s shares are listed in both Mexico City and New York (OTC: CMXSY). The firm has successfully raised capital—both debt and equity—outside Mexico in U.S. dollars. Its investor base is increasingly global, with the U.S. share turnover rising rapidly as a percentage of total trading. As a result, its cost and availability of capital are internationalized and dominated by U.S. dollar investors. Ultimately, the Semen Indonesia project will be evaluated—in both cash flows and capital cost—in U.S. dollars.

Overview

The first step in analyzing Cemex’s potential investment in Indonesia is to construct a set of pro forma financial statements for Semen Indonesia, all in Indonesian rupiah (IDR). The next step is to create two capital budgets, the project viewpoint and parent viewpoint. Semen Indonesia will take only one year to build the plant, with actual operations commencing in year 1. The Indonesian government has only recently deregulated the heavier industries to allow foreign ownership.

All of the following analysis is conducted assuming that purchasing power parity (PPP) holds for the rupiah to dollar exchange rate for the life of the Indonesian project. This is a standard financial assumption made by Cemex for its foreign investments. Thus, if we assume an initial spot rate of Rp10,000/$, and Indonesian and U.S. inflation rates of 30% and 3% per annum, respectively, for the life of the project, forecasted spot exchange rates follow the usual PPP calculation. For example, the forecasted exchange rate for year 1 of the project would be as follows:

2Cemex is a real company. However, the greenfield investment described here is hypothetical.

The financial statements shown in Exhibits 18.2 through 18.5 are based on these assumptions.

Capital Investment.

Although the cost of building new cement manufacturing capacity anywhere in the industrial countries is now estimated at roughly $150/tonne of installed capacity, Cemex believed that it could build a state-of-the-art production and shipment facility in Sumatra at roughly $110/tonne (see Exhibit 18.2). Assuming a 20 million metric ton per year (mmt/y) capacity, and a year 0 average exchange rate of Rp10,000/$, this cost will constitute an investment of Rp22 trillion ($2.2 billion). This figure includes an investment of Rp17.6 trillion in plant and equipment, giving rise to an annual depreciation charge of Rp1.76 trillion if we assume a 10-year straight-line depreciation schedule. The relatively short depreciation schedule is one of the policies of the Indonesian tax authorities meant to attract foreign investment.

Financing.

This massive investment would be financed with 50% equity, all from Cemex, and 50% debt—75% from Cemex and 25% from a bank consortium arranged by the Indonesian government. Cemex’s own U.S. dollar-based weighted average cost of capital (WACC) was currently estimated at 11.98%. The WACC for the project itself on a local Indonesian level in rupiah terms was estimated at 33.257%. The details of this calculation are discussed later in this chapter.

The cost of the U.S. dollar-denominated loan is stated in rupiah terms assuming purchasing power parity and U.S. dollar and Indonesian inflation rates of 3% and 30% per annum, respectively, throughout the subject period. The explicit debt structures, including repayment schedules, are presented in Exhibit 18.3. The loan arranged by the Indonesian government, part of the government’s economic development incentive program, is an eight-year loan, in rupiah, at 35% annual interest, fully amortizing. The interest payments are fully deductible against corporate tax liabilities.

The majority of the debt, however, is being provided by the parent company, Cemex. After raising the capital from its financing subsidiary, Cemex will re-lend the capital to Semen Indonesia. The loan is denominated in U.S. dollars, five years maturity, with an annual interest rate of 10%. Because the debt will have to be repaid from the rupiah earnings of the Indonesian enterprise, the pro forma financial statements are constructed so that the expected costs of servicing the dollar debt are included in the firm’s pro forma income statement. The dollar loan, if the rupiah follows the purchasing power parity forecast, will have an effective interest expense in rupiah terms of 38.835% before taxes. We find this rate by determining the internal rate of return of repaying the dollar loan in full in rupiah (see Exhibit 18.3).

The loan by Cemex to the Indonesian subsidiary is denominated in U.S. dollars. Therefore, the loan will have to be repaid in U.S. dollars, not rupiah. At the time of the loan agreement, the spot exchange rate is Rp10,000/$. This is the assumption used in calculating the “scheduled” repaying of principal and interest in rupiah. The rupiah, however, is expected to depreciate in line with purchasing power parity. As it is repaid, the “actual” exchange rate will therefore give rise to a foreign exchange loss as it takes more and more rupiah to acquire U.S. dollars for debt service, both principal and interest. The foreign exchange losses on this debt service will be recognized on the Indonesian income statement.