The desire to buy a shell: Every shell has a story that no one knows

The core of the seller and the buyer's common best interests, more difficult than the IPO "backdoor to deal with buyers and sellers satisfaction, management satisfaction, staff satisfaction, creditor satisfaction, related to state-owned enterprises, the SASAC satisfied, the Government is satisfied that either party is not satisfied may not be."　　"Financial weekly major research group Dingqingyun/writing this is an extremely active trading market. The shell of a A-share listed company is the most expensive shell in the world.　　Behind each shell, there is a game story that you don't know about buyers, buyers and investment banking intermediaries. IPO stagnation 11 months, one shell difficult to find, good shell more difficult.　　Shell people, buy shell and investment banking intermediary to find shell, all kinds of brokers shuttle among them, good or bad difficult to distinguish. "The customer urges several times, each time asks the shell to find not, finally all is anxious." "A Shanghai investment bank mergers and Acquisitions department executive regrets," Too much pressure, good shell competition is too intense, a good shell Welltech, looking for the company's peers are breaking the threshold, squeeze not in. "Buy shell intermediary a single charge for tens of millions of years in the monitoring of these consecutive losses without the ability to make a loss of the company, generally through the exchange, the local regulatory Bureau of the relationship to find, in general, to find local supervision layer more reliable."　　"Backdoor or IPO is a choice for the company," he said. Generally speaking, three kinds of companies tend to backdoor. One is in the rapid development of the company, large scale, capital tension has a large number of loans, often backdoor impulse is relatively large.　　A mature company, the market speed, but it does not matter, time can wait. Second, some companies do not reach the IPO standards, through the shell listing curve to save the nation.　　Although backdoor standards and IPO standards have been gradually converging, but in practice, backdoor success rate is often higher than the IPO. "Backdoor audit success rate is much higher than the IPO, backdoor is mainly a listed company transactions, the two Sides you love me, usually to the listed companies to save and improve the role, while the two-tier market will soar because of restructuring expectations, regulatory review needs to consider more factors, the veto needs more courage.　　Said the senior investment bank mergers and acquisitions executive. In addition to corporate governance, related transactions and other normative requirements, in fact, backdoor to the buyer's profit requirements higher. Investment banks often offer advice to the buyer, with a profit of more than 100 million per cent more appropriate backdoor.　　Because the profit is too small, the scale is too small, easy to be submerged by the original shareholder, cannot obtain the actual control right.　　Third, the IPO financing is blocked, because of the double pressure of financing pressure and PE/VC exit, some companies choose passive exit. As of September 12, there are still 743 IPOs in the queue.　　Among them, the Shanghai 172, Shenzhen stock Board and 308 plate, gem 263. Backdoor became a stopgap.　　IPO group latest data show that this year, the completed backdoor trading case for 5, the ongoing backdoor transactions reached 13, backdoor transactions increasingly active. In the period of IPO stagnation, more and more queuing companies choose backdoor, such as the Shell ST Chenghai, Ji ' an group Backdoor Mountain Eagle paper, Binhai Water industry borrow Shell *stFour rings and so on.　　So how does the buyer find the shell resource? "Some bosses will find their own shells, such as the chemical industry bosses he is familiar with the chemical industry, he knows which peers shell more reliable, the boss will find their own." But most rely on investment banks to find them.　　"said one investment banker who has long been involved in mergers and acquisitions. Each broker has its own IPO customer resource base, always follow up the customer's growth cycle, from IPO start to refinancing to backdoor, provide the whole follow-up service, once found it into the recession cycle, it will focus attention.　　In addition, cooperative accountants and lawyers, including some PE, will also take the initiative to provide some shell resources for investment banks. This is far from enough, many investment banking mergers and acquisitions department has fully mobilized the people, looking for shells. "Now the clean shell is very few, everybody is robbing." Listed companies take the initiative to find little, and the quality is often not how. The main or we go directly to look. We have been monitoring these companies for years without the ability to make a profit, trying to get in touch with them. We generally through the exchange, the local Securities and Regulations Bureau of the relationship to find, or direct contact with the Secretary, generally find the local regulatory level more reliable, some of the secretary is very cautious.　　"said the former investment bank merger person. For the buying Shell side, the election is crucial to investment banking intermediaries. Generally speaking, the financial advisers of investment banks are divided into two.　　One is the general financial advisor hired by the Shell side to help buy the shell to write the listed company's acquisition report, exemption offers, etc., these reports need not reported to the SFC, the difficulty is small, the charges generally not more than 3 million. The other is an independent financial advisor hired by a listed company.　　Need to write shares to purchase assets report, major assets reorganization program, etc., these are generally reported to the CSRC restructuring and Mergers and acquisitions committee, more expensive than the general financial advisers, each single general 10 million to 20 million, or according to the backdoor of the value of the assets evaluation of 1% to 3% charge. In the process of loan shell, the buyer is the leading person from beginning to end.　　Whether the shell-buying or the listed companies to hire financial advisers, are to buy the shell side directly or indirectly hired. "We have a stand, we are standing on the backdoor side." Borrowing shell and industrial mergers and acquisitions are not the same, borrowing shell is the buyer-led, this is the new owner-led, because the shell is ultimately the new owner. Although now the shell company to declare, employing intermediary agencies, in fact, the main party is the new owner, consultancy fees are often new owners to pay the company.　　"said one Shanghai acquirer.　　The best shell resources in the entire market only 10 a-share 2,467 companies, the market value of 1 billion of the company only 16, of which 10 are at a loss or meager profit stage.　　Judge Shell resources good or bad, like Chinese medicine treatment, hope, smell, cut, diagnosis, one step is indispensable.　　The most important first step for an investment bank is to look at the market value of the shell, since the market capitalisation determines the shareholding ratio of the new shareholder after the reorganization.　　In the backdoor market, investment banks look for shell of the market value standard is "the best market value is not better than 1.5 billion, equity 200 million below", 1 billion of the shell under market capitalisation is the most precious, injected assets of the volume of the best control. According to wind statistics,The entire A-share 2,467 companies, the market value of 1 billion of the following companies only 16, of which 10 are at a loss or meager profit stage.　　There are 214 companies with a market value of 1 billion to 1.5 billion, and about 40% are at a loss or profit margin. "Market capitalisation means a restructured shareholding, which means money." Buyers may not understand specific professional issues, so commissioned by investment banking intermediaries to find, they are most important is the proportion of equity after the transaction, this involves the most fundamental business interests.　　"Lao Zhiming, Managing director of Huatai joint investment Banking, told the weekly financial reports.　　For the buyer, the proportion of shares is very very important, related to the injection of assets to be shared by others, the smaller the shell, after the shell of the new shareholder shareholding ratio, the subsequent increase in capital and expand share financing space is also large. The buyer will look for shells based on the size and profitability of their assets. 10 billion of the assets valued, if they can accept 70% of the equity ratio, then find a 3 billion shell can barely carry. But if the buyer's assets are valued at only 5 billion, they want to hold 70% of the shares, only to find a 1.5 billion shell.　　If assets are valued at only 2 billion, and if they want to gain control, they may find a shell below 1 billion of the market value. "It is simple, for example, that the buyer will find a shell of 2 billion, and then inject 2 billion of the value of the assets, the proportion of the two sides is 50%," that is the partnership of business. The buyer simply cannot obtain actual control. "A Shenzhen investment bank mergers and acquisitions department head said," so the small shell is better than the big shell, from the reorganization effect and design space is bigger, but the transaction difficulty is also very big, because the other is the emperor daughter not worry to marry, the price is very high, the condition is very harsh. "Gem is not allowed to borrow shell." Therefore, the shell of Small and medium-sized board is often better than the motherboard, because the market value is smaller. Everyone is willing to dig inside.　　Said the head of the investment bank mergers and acquisitions department. The second step is to determine the degree of cleanliness of the shell.　　The ideal situation is the net shell, no assets, no liabilities, this is almost non-existent in a a-share company, generally speaking, clean shell book balance is relatively simple, less debt, no lawsuit or dispute, net assets of about 10 million or 20 million. "The announcement of debt or litigation is good, you can advance through the trading program and system design to avoid risk." The buyer's greatest concern is that you do not know or have matters that the company never notices. For example, the majority shareholder individual did not pass the board to approve the external violation guarantee. That is a time bomb, after reorganization, a pile of inexplicable people to come to the door. "A few years ago, a lot of buyers came in and found that they had been trapped, there was a guarantee of a financial black hole, a few years better, after all, regulation more standardized, investment banks to deal with more experience." "The third step is to judge the size of equity and shareholder composition. In general, under the same market capitalization, the smaller the equity capital, the less the shareholders of institutional investors the better. Institutional investors, after all, are not easily fooled by rational judgments.　　Small share capital, buy shell side follow-up expand share financing space is also big. "Small and medium shareholders are easy to kidnap, no matter what kind of plan the reorganization throws, no matter how bad, can pass." Like the Deloitte Group borrowedShell St North, discerning all can see, this scheme is very big, loaded into the quality of assets is not really, but it is passed the shareholders meeting, finally reported to the SFC phase of their own initiative to withdraw material.　　"A shanghai-based investment banker, who declined to be named, said. The general practice is that investment banking intermediaries will first cloth this Bureau, before the vote in advance to find some friends or institutions from the two-tier market to buy Shell shares, to obtain the right to vote.　　The smaller the share capital, the smaller the plate, the less institutional investors, the better to manipulate. The actual difficulty higher than the IPO "backdoor to deal with the buyer and seller satisfaction, management satisfaction, staff satisfaction, creditor satisfaction, related to state-owned enterprises, the SASAC satisfied, the government satisfied that either party is not satisfied may not be."　　In the process of borrowing shells, the game of the handover of short soldiers is the key. "The Game of man and man must be difficult. The probability of successful backdoor negotiations is very low, estimated to be only 5%. Many buyers looked at dozens of shells, negotiated many times and failed to match. In this sense, in fact backdoor's success rate is far lower than the IPO.　　"said the former investment bank acquirers. Guo Xin Securities investment bank Mergers and Acquisitions department general manager Appl introduced, backdoor negotiation failure of many reasons, success is a small probability event. The reasons for the collapse of the two sides are diverse, the fundamental reason is that the interests of both sides have no way to achieve mutual win. Including the seller asking too high, too ruthless, the buyer does not accept the debt stripping treatment and the lawsuit handling method, the buyer does not agree with the shareholding ratio, the seller is dissatisfied with the assets valuation of the reorganization, the future profit is not satisfied or is not satisfied with the valuation; the seller asks for cash and the buyer has no ability to pay;　　Cannot facilitate the transaction. For the buyer, the administrative factors should not be underestimated. For example, the question of whether the backdoor can be relocated. At present, many shell listed companies register and core assets are not in one place. Some local governments see listed companies as a performance project, unwilling to buy shell to relocate, the more remote areas of the government to consider more factors, such as tax, employment, achievements, etc., the more difficult to relocate.　　Some backdoor parties even need to backdoor when the Junlingzhuang, promised to move to the local after the listing. For investment banks, matchmaking is much more difficult than IPO audits. "IPO audit as long as the SFC satisfied with everything OK." Backdoor to deal with the buyer and seller satisfaction, management satisfaction, staff satisfaction, creditor satisfaction, related to state-owned enterprises, SASAC satisfaction, the Government is satisfied that neither party can not be satisfied.　　"Lao Zhiming concludes. For example, backdoor in the play debt stripping, is the game. Shell company debt processing process is very complex, some are simply not stripped. Because from the creditor's point of view, generally do not want to peel out the listed companies, after all, the listed company solvency Protection. Generally can be stripped of debt, are strong parent company to undertake.　　This is a test of the expertise of investment banking trading solutions. Comparatively speaking, the overall integration of state-owned and state-owned capital is less difficult. "Because the government is a family, the game is not completely market-oriented game." The stakeholders involved in the state-owned reorganizationRelatively miscellaneous, sometimes not too counting, he will take into account the tax, the local impact of listed companies, financial environment stability, staff stability, the focus is not the same.　　"Lao Zhiming said. The most intense is the game between private companies and private companies. The reorganization of private companies is a direct game of commercial interests. "The real private and private companies of the game must be very subtle, very intense, very test investment bank matchmaking ability." ”