The desire of the man to sell the shell: waiting for someone to buy all the bad bills beware of rumors

"Be sure to pay attention to the seller's mood changes. They will be like children, constantly put forward new requirements, or doubt whether they will suffer in the transaction, will not sell too cheap. "Financial weekly major research group Tengxiaomong/writing" buy shell sell shell in the end can become, the financial issue is not important, the legal issues are not important, the most important thing is the idea of selling the shell side.　　"After more than 10 years in the business, the head of a securities merger and reorganization department summed up the experience.　　Reverse view of the market, most of the shell company's path is the same: the industry is almost eliminated by the market, the main business losses serious, debt-ridden, in addition to the assets, listed companies have little way to get rid of the city or even the shadow of bankruptcy. But some companies have been restructured, even several times, and some have been rumored to have been in bloom.　　In the eyes of investment banks, the latter situation, ten, is that the original management and shareholders of the restructuring of the expectations too high, the speculation, resulting in the inability to complete. Beware of emotional fluctuations in the shell side "they will be like a child, constantly put forward new requirements, or doubt whether they will suffer in the transaction, will not sell too cheap."　　"Once there was an investment bank involved in a" difficult "restructuring of listed companies.　　In this project, the main business of the original listed companies have almost no hope, selling shell is anxious, and the buyer's business is cyclical, so very much hope to be able to put listed companies, listing to obtain a premium.　　It would have seemed like a good project. According to the regulations, the shell of the buyer in addition to the normal commitment to debt, pay for shell fees, but also private to the seller some money.　　In this project, the buyer generously took out tens of millions of, said that can be privately to the sale of the shell to make compensation. But the shell-selling company hesitated.　　The company's major shareholder said it hoped to hold some of its shares in the assets to be injected before the deal was announced.　　For investment banks, such a requirement is a word of "greed".　　After negotiations, the buyer still accepted this condition, the shell company shareholders to invest in their own assets. But in the long negotiations, time is gone. The proposed injection of assets has turned from profit to recession.　　The backdoor plan was eventually not implemented.　　Almost every investment bank that has ever worked on a reorganization project has a similar bitter memory: a fully-matched project that eventually miscarried because the seller got cold feet. "Once the project enters the operational stage, be sure to pay attention to the seller's emotional changes." They will be like children, constantly making new demands, or doubt whether they will suffer in the transaction, will not sell too cheap.　　"A person in an investment bank, known for its mergers and acquisitions, said. Another investment bank in charge said, generally speaking, if the actual control of the shell side of their own very understanding of capital operation, shell company's price reasonable expectations, buy the shell side is also their own find, the success of the grasp is relatively large.　　If the reorganization is local SASAC-led, from the local injection of other state-owned assets, generally speaking, the problem of communication between the two sides will not be too big. be considered the most "Difficult ", is a group of entrepreneurs born in industry. Their companies have been on the market for many years, losing money for various reasons until they are forced to sell their shells, but they are not aware of the general capital market rules and are wary of buying shells and intermediaries, and may have temporary conditions of change or even regret.　　This kind of company, often throughout the process, all need investment bank to do a lot of communication work. State-owned enterprises pay more attention to historical problems than to buy shell fees.　　More importantly, we hope that the buyer can bear the problems of his debts, employment of workers and so on.　　Due to historical reasons, a large number of "shell" of the actual control of the local state-owned enterprises, the local state-funded system has become a big seller can not be ignored.　　For these local officials, the number of listed companies, is an important achievement evaluation indicators. At the same time some places, will be listed company's equity pledge for local platform financing, or the use of listed companies to provide security for other local enterprises.　　So these places are highly prized for the shell resources of listed companies.　　A listed company in the northern capital city has faced a serious decline in its main business many years ago, and the listed companies have almost no job to open. But like many other companies, the company's share price has not behaved too badly. As everyone can see, the small-equity firm is a potential shell.　　Rumours abound that local companies are about to regroup. But the local strength, the industry is attractive business is not many.　　During the negotiations, a series of events such as potential buyers ' successful IPO, potential buyers ' own industries, and potential buyers ' leadership changes were also encountered. Eventually, a private enterprise entered the shell.　　The key to the eventual victory of the private enterprise lies in its commitment to tackling the headaches of the old state-owned SOEs, which have lost money, and the problems of restructuring. For many similar shells, the state-owned shareholders, in addition to receiving the shell fee, it is more important for the buyer to be able to bear their own debt, employment and other issues, so as to achieve a total win.　　In such a process, foreign enterprises tend to be more exclusive. The seller's most direct income is to reduce the buying shell side will generally give the shell side some benefits.　　Some of the actual control by buying shell to achieve, there are some through its behind the push of PE and other investment institutions to achieve. In general, the seller has no income other than the transfer of debt, the buying shell fee paid by the buyer and the private compensation.　　It is hoped that after the reorganization, the number of companies that continue to take a piece of the proposed assets is very small.　　But in recent years, a lot of shell-selling parties in the reorganization plan before implementation, often there will be a very obvious reduction of bulk transactions. The purpose of their doing so is generally to buy the shell side of the demand, hoping to reduce their stake below 30%, thus avoiding the offer to buy red line.　　Otherwise, in accordance with the relevant provisions of the Securities Act and the management of listed companies ' takeovers, if the buyer buys more than 30% of the shares, it must issue a takeover offer to all shareholders. However, it is undeniable that the income gained from the reduction of bulk transactions often becomes the major shareholder in the process of reorganizationFirst income.　　Thereafter, the party is the buyer of the shell by increasing capital, purchase, swap and other means to pay the costs. In addition, the buyer will generally give the shell side some benefits.　　Some of the actual control by buying shell to achieve, there are some through its behind the push of PE and other investment institutions to achieve.　　The biggest market headache is that there are some considered "wild speculations" shell, because of its shareholders a large number of pledged equity, must often release backdoor gossip, to ensure that the shell resources of the stock price does not fall, can still continue to provide funds for shareholders. But these shells are not actually active. Shareholders are not willing to actually give up the fat of a listed company. Rather every two or three years through various means of "shell", also do not want to actually sell. Many gossip, in the end also often a No.