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Contrast what lenders and shareholders are entitled to and what drives each group

CFA® Level I · Corporate Finance · Investors and Other Stakeholders · CI.9.a

The idea

Lenders and shareholders hold very different claims on the same business. Lenders are owed contractual interest and principal, rank ahead of shareholders in liquidation and gain nothing beyond the promised payments, so their focus is the downside: will the firm be able to pay? Shareholders hold the residual claim, keeping everything left after creditors are paid, with unlimited upside and, thanks to limited liability, a loss capped at their investment. Equity therefore behaves like a call option on the firm's assets with a strike equal to the debt. That asymmetry creates conflict: shareholders of a leveraged firm may favour riskier projects that shift value from lenders to themselves, which is why lenders protect themselves with covenants, collateral and higher required returns.

Formulas

Debt and equity as option payoffs

B = min(V, D) and S = max(0, V − D)

B
what the lenders receive
S
what the owners receive
V
the value of the firm at maturity
D
the face value owed to lenders

Owners hold a call option on the firm and lenders are short a put. Owners gain from risk, because their loss is capped at zero while their gain is not.

A practice question

From the question bank, with the reason each wrong option is wrong.

Compared with shareholders, lenders to a company have a claim that is:

  1. fixed and senior - correct
  2. residual and juniorWhy not: A residual, junior claim describes shareholders, who are paid only after all creditors.
  3. fixed but juniorWhy not: Lenders' fixed claims rank ahead of equity, so they are senior, not junior.

Lenders are owed contractual interest and principal and are paid before shareholders. Shareholders hold the residual claim on whatever remains after all obligations are met.

A harder one

Shareholders of a highly leveraged company are most likely to favour projects that:

  1. reduce the risk of the firm's cash flowsWhy not: Lower risk mainly benefits lenders, whose capped payoff is protected, while shareholders lose upside.
  2. increase the risk of the firm's cash flows - correct
  3. pay out all cash to lenders immediatelyWhy not: Using all cash to repay debt benefits lenders; shareholders keep none of the upside.

Shareholders capture all upside but, with limited liability, share the downside with lenders. Riskier projects can therefore transfer value from lenders to shareholders, a conflict lenders address with covenants.

The hardest tier

A firm owes 100 of debt due in one year. It can choose a safe project worth 100 for certain, or a risky one worth 150 or 50 with equal probability. The expected payoff to shareholders from each is:

  1. safe 0, risky 50Why not: This treats the good-state payoff of 50 as certain, ignoring the equal chance that equity receives nothing.
  2. safe 0, risky 0Why not: In the good state equity receives 150 - 100 = 50, so the risky project has positive expected value to shareholders.
  3. safe 0, risky 25 - correct

Safe: assets of 100 exactly repay debt, leaving equity 0. Risky: equity gets 50 or 0, an expected 25, while debt expects 0.5 x 100 + 0.5 x 50 = 75. Both projects have the same expected value of 100, yet risk shifts 25 from lenders to shareholders.

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