640  Capital Structure, Dividends, and Share Repurchases Step 4: Decide on a Surplus Payout and Deficit Financing The final step is to decide what payout and financing over the ensuing years will move the company to its target capital structure. Consider Exhibit 33.4, which summarizes the cumulative cash flows associated with the four steps for each of the three scenarios. Over the next five years under all scenarios, MaxNV can easily return $450 million ($90 million per year) in the form of reg- ular dividends. Taking a less conservative stance, MaxNV could even consider a dividend payout of about $1 billion ($200 million per year), which it would need to cut back in the case of a downturn scenario. If the new dividend pay- out represents an increase from current levels, its announcement would send a strong signal to the stock market that MaxNV is confident about its business outlook and its ability to sustain this dividend level. EXHIBIT 33.4  MaxNV: Deciding on Payout $ million Cumulative cash flows, 2020–2024 Base case Competitive disruption Economic downturn Scenario Disruption impact Scenario Downturn impact Scenario Step 1 Project operational cash flows EBITDA1 5,526 (500) 5,026 (450) 4,576 Capital expenditures (553) (200) (753) (753) Acquisitions (1,000) (500) (1,500) (1,500) Divestments 75 50 125 125 Operating taxes (1,036) 125 (911) (911) Future cash flow from operations 3,012 (1,025) 1,987 (450) 1,537 Step 2 Develop capital structure target Net debt/EBITDA target 2.5 2.5 2.5 Step 3 Estimate surplus (deficit) Net debt, beginning of year 2020 (2,800) (2,800) (2,800) Future cash flow from operations 3,012 1,987 1,537 Interest, after taxes (509) (489) (474) Add: Target net debt, end of year 2024 @ 2.5× EBITDA 3,039 2,539 2,289 Cash surplus paid out to equity 2,742 1,237 552 Step 4 Decide on payout (financing) Dividend payout 450 450 450 Share buybacks 2,292 787 102 Cash surplus paid out to equity 2,742 1,237 552 Dividend per year, average 90 90 90 Buyback per year, average 458 157 20 1 Earnings before interest, taxes, depreciation, and amortization. Setting a Target Capital Structure  641 Any remaining cash for each of the scenarios could be returned to share- holders over the next several years through share repurchases or extraordi- nary dividends. The amount based on a conservative $450 million dividend payout would be almost $2.3 billion under the base case, about $800 million under the disruption scenario, and about $100 million under the downturn scenario. Like a dividend increase, share repurchases and extraordinary div- idends signal confidence, but they have the advantage that investors won’t see them as a commitment to additional payouts in future years. This gives MaxNV valuable flexibility to change the amount of cash paid out over the next years in accordance with business results and market developments. It might increase its payout, for example, as management becomes more certain that the company will achieve the base-case projection, or it could withhold most of the cash as long as it considers a downturn scenario more likely. Setting a Target Capital Structure Financing instruments vary widely, offering many options, from traditional common equity and straight debt to more exotic instruments, among them convertible preferred equity and convertible and commodity-linked debt. But the essential choice remains between straight debt and common equity. In this balancing act, tilting toward equity gives managers more flexibility to work through unexpected downturns or take advantage of unforeseen opportuni- ties, such as acquisitions. Taking on more debt delivers higher efficiency from tax benefits and enhances management discipline over investment spending. Empirical research shows that companies actively manage their capital structure around certain leverage boundaries.6 They make adjustments to re- gain their target capital structure after they have missed it for one or two years, rather than immediately after each change in leverage. Continual ad- justment would be impractical and costly, due to share price volatility and transaction costs.7 Fundamental Debt/Equity Trade-Offs For decades, academic researchers have sought to learn which debt-to-equity ratio represents the best trade-off between flexibility and efficiency and maxi- mizes value for shareholders. Unfortunately, a clear model remains elusive.8 6 P. Marsh, “The Choice between Equity and Debt: An Empirical Study,” Journal of Finance 37, no. 1 (1982): 121–144. 7 See, for example, M. Leary and M. Roberts, “Do Firms Rebalance Their Capital Structures?” Journal of Finance 60, no. 6 (2005): 2575–2619. 8 For an overview, see Barclay and Smith, “The Capital Structure Puzzle.”