Shanghai and Shenzhen wolves: money never sleeps
From the perspective of capital hackers, capital market, everything is a dream, a game, a gray river that never sleeps.
Unexpectedly, it is reasonable.
On the occasion of the promulgation of the "most stringent mergers and acquisitions regulations in history", the capital market has once again borrowed a wave of shells: Evergrande borrows a deep house A, Wahaha shells Chinese candy, deep-packed total backdoor ST Yunwei...
Behind the summer market, the M&A market is a capital hunting group consisting of listed companies, brokerage firms, private equity firms, law firms, accounting firms, and consulting firms.
In the past, these hunters were called “project traders†and later renamed “capital hackersâ€. After the release of several popular movies, the name “Capital Ferry†and “Wolf of Shanghai and Shenzhen†is now popular. But no matter what the title, the essence of their work is to connect projects and funds, through the greed and madness of the capital market, low-stakes and high-selling to earn profits beyond imagination.
Walk around in the gray and survive in the dispute, this is the ecological circle of capital hackers.
Hacker contempt chain
Lewis is a typical capital broker.
In 2008, Lewis, a graduate of the finance department, worked for a financial advisory firm (FA). The essence of his work was a financing channel: introducing customers with free cash to VC and PE. Sometimes, the customer has a good project, and the Lewis team introduces these project resources to VC and PE, or invests, or as a listed company or a non-listed company.
In the circle, the FA organization is still at the bottom. First, the agency fee is limited, and the second is that there are too many people who can do this. Individual CPAs, lawyers, industry consultants, etc. can all act as an intermediary for funds and projects.
After obtaining the CPA, in 2011, Lewis switched to a listed brokerage investment banking department; after accumulating considerable funds and project resources, he resigned as a private equity partner in 2015.
In the past, there was often the saying that “Bank Investment Banking Department> Brokerage Investment Banking Department> Private Placementâ€, but the order is reversed. Lewis explained that the whole industry is doing “hackersâ€, only the difference between “shore†and “wet feet†is ten times more difficult to enter into private brokers.
On the "shore", it is honestly earning management fees and agency fees.
For example, private equity Oriental Huifu helped LeTV, a non-listed company of LeEco, to issue a convertible bond with a total amount of US$200 million, with an annual interest rate of 15%, and Oriental Huifu received a 2% annual management fee. However, Oriental Huifu is only a “hackerâ€. There are also “two hackers†Hengyu Tianze. The management fee charged is 3.5% in the first year, 2.5% in the second year and 1.5% in the third year.
The two private placements are bundled together, and the management fee is honestly up to 13.5% for three years. It should be noted that this is the principal. In the same year, for the smooth sale, private placements identified LeTV's mobile convertible bonds as “low riskâ€. Today, LeTV is in deep trouble with debt, investors are confused, and private placements have already counted money on the shore.
What Lewis does is generally a "wet foot" business, or can be understood as a service + speculation around mergers and acquisitions.
In the past, common routines: uniting a number of capital parties, pre-laying shares in the secondary market; then helping listed companies to acquire long-planned targets, and formulating high-yield, high-performance gambling agreements; finally, cashing in after the stock price surged .
Layoutrs of the secondary market, listed companies, mergers and acquisitions, and capital hackers connecting the parties are actually conspirators of insider trading. Such M&A transactions in the name of company development and arbitrage are of course the strict areas of supervision.
After the rise of entrepreneurship in 2012, the number of emerging projects has been blown out, and an industrial fund model has emerged. Not only has it become popular, but it has also bypassed major regulatory levels.
A listed company that Lewis is in contact with is a traditional industry that has been seeking to transform through mergers and acquisitions since 2013. Over the years, up to the brokerage companies to the consulting company, at least hundreds of capital hackers took the initiative to hand in the framework of cooperation, and ultimately Lewis has been selected to have more mature Internet projects.
The initial plan is to raise funds of 500 million yuan to set up an industrial fund. The listed company will contribute 10% to LP, and privately funded 1% to be a GP and fund manager, and will be responsible for fundraising. After the fund is established, it will invest in planned Internet projects and related directions.
Lewis explained that listed companies have obtained 10 times leverage through them, and only need to invest 50 million yuan to make industrial mergers and acquisitions; funds and other investors are also endorsed by the listed company. More importantly, the project purchased by the industry fund does not need to pass the approval of the CSRC, and it can be cashed in after 2-3 years.
As a matchmaker, Lewis can get service fees from listed companies, invested Internet companies, and industrial fund investment groups, which can reach several million yuan, and can also be used in the secondary market layout in advance.
It is precisely because the "wet feet" are more profitable, the team of capital hackers will grow stronger. Even the FA institutions that Lewis worked for in the past began a boutique investment banking business, turning commissions into project equity.
In recent years, the most successful transformation of FA institutions is Huaxing Capital. The establishment of private equity funds has invested in star companies such as Mobai, Didi, Qihoo, Tujia, Chain Home, Jingdong Finance, and Heroes.
There are too many people running errands. Lewis now runs 5 to 10 listed companies every month. The feeling for him is that if you don't have more than 3 quality projects on hand, the listed company will not see you.
The most competitive area of ​​capital brokers is undoubtedly a "backdoor."
Collusion
In September 2016, Wanda Commercial delisted from the Hong Kong Stock Exchange and started the process of returning to the A-share market. Two months later, Wanda’s shell company, Mianshi Investment, issued an announcement stating that the major asset restructuring was terminated.
In the circle, Wang Jianlin personally called on a number of shell companies, each meeting a fee of 200,000 yuan, did not think that the face of the richest man is still not big enough.
In July 2017, Wanda suddenly sold its intellectual property assets to Sunac at 63.17 billion yuan. In the eyes of the operators, this is a business model that has become lighter; but in the eyes of capital hackers, Wanda is going back to Hong Kong stocks.
"200,000 yuan is already the price for the face of the richest man." Mr. M, a private equity partner with a good track record in the field of mergers and acquisitions, recently took a $1 million meeting fee with the restructuring party.
However, compared to the meeting fee, the shell fee is an astronomical figure.
In 2011, HNA acquired a total of 29.9% of the total of 19.95 billion yuan acquired by Li Qinfu and its affiliates, and became the largest shareholder. However, the "Haihang Department" and the "Li Qinfu Department" later disputed and went to court. In the trial, Li Qinfu admitted that he had received the equity transfer payment, but Hainan Airlines also had to pay a “control transfer fee†of 668 million yuan.
6.8 billion yuan, which is a rare shell price that has been explicitly exposed in recent years. The mainstream price of the market is 400 million to 600 million yuan, and there are also quotes of 2 billion to 3 billion yuan.
In fact, most shell fees are paid invisibly. Mr. M explained that the shareholding of the shares held by the major shareholders was the earliest; the premium was too glaring, and it became popular to raise funds from the original shareholders of the listed company to share the value added by the stock price increase.
In recent years, a new routine has emerged, in which the price of the original assets of the shell company is deliberately overestimated and transferred to the reorganized party. After the assets are offset, the difference is issued to the reorganized party. This means that the original major shareholder's diluted shares will be reduced and more share price appreciation can be enjoyed. Finally, the reorganizer may have to repay the assets to the original major shareholder without compensation.
Under the huge shell cost, the shell company and the reorganization party can be bundled together, and the “hard work errands†of capital hackers are needed.
Take Mr. M's fame as an example:
1. After more than 2 years of visits and free consultation services, Mr. M obtained the restructuring rights of a ST company's shell resources, and the latter also has a strong willingness to protect the shell;
2. The private placement and its partner institutions represented by Mr. M are in advance to hold the ST company;
3. Mr. M also persuaded two non-listed companies to be willing to give equity and part of the cash to ST in the form of donations;
4. ST Company formed new business assets through share reform consideration arrangements, and the two non-listed companies obtained control of ST Company by transferring share capital.
After the completion of the restructuring, the stock price soared, the original major shareholder secured the shell, two non-listed companies listed on the backdoor, Mr. M cashed out. The original major shareholder received the meeting fee, public relations fee, and shell fee. The revenue of the reorganized party and the private placement is roughly three times the above cost.
Mr. M is considered a “living†capital broker. In the case of fixed-income mergers and acquisitions, in order not to dilute the stock price, Mr. M can encourage listed companies to release good news, and at the same time, the restructuring party and multiple private equity funds will make high stock prices. On the surface, it is a good stimulus, but it is actually a routine for capital hackers.
However, the backdoor business is not something you want to borrow, and the risk is not small.
Capital hacker
For capital hackers and shells, the biggest risk of backdoor is policy risk: IPO is difficult when it is difficult, and IPO is difficult. In addition, the time window is also crucial.
In 2015-2017, the capital market was unpredictable. ST Shenke’s “selling the shell†experience not only hit the policy risk, but also hit the window risk. Capital hackers still don’t have the “service†package, which is the most classic case.
ST Shenke is engaged in the traditional bearing industry. In 2015, he suffered a loss for two consecutive years. He originally talked about cooperation with Hairun Film and TV. He unexpectedly encountered “Hairun film and television executives hospitalized due to illness†and the two cooperation failed.
In order to smoothly protect the shell in the remaining days, the Shenke controller He and his father and son can only put down the body, and send out hero posts. We invite all the capital to help the passengers.
Soon, capital hacker Chen Haichang stood out.
Chen Haichang is an old-level crocodile player. He has suddenly attacked Zhongda’s shares and backed up thousands of miles. It is also the behind-the-scenes trader of ST Shishi’s transformation of coal-to-liquids.
The two parties agreed that He and his sons will transfer 13.76% of the shares to Chen Rongchang's Hairongtian at half the market price of 16.5 yuan/share, and suspend the preparation of the non-public offering of shares, but was later rejected by the Securities and Futures Commission.
At this point, ST Shenke fell sharply with the stock market, penetrating 16.5 yuan, Chen Haichang also did not play money. Inside the circle, He took the Secretary of the Board of Directors to visit Suzhou in Suzhou, but saw that Chen Haichang suffered from a serious loss in the stock market and looked helpless.
In September 2015, He also selected the capital hacker Yan Haiguo and was willing to transfer all the shares he held for 2 billion yuan.
Unlike Chen Haichang, Yan Haiguo is the chairman of Zhongji Holdings and has a solid business. Yan Haiguo said that he plans to put his Guotaian education into a listed company and create the concept of "online education + finance + big data".
However, before the signing of the contract, Yan Haiguo changed his mind. First, he bargained to 1.8 billion yuan. Later, he only wanted to receive a part of the shares, and other parties were looking for a third party.
It was already October 2015, and it was getting closer and closer to the period of the shell. He and his father had to give in.
Yan Haiguo first came to Suzhou Shuhuang Investment, and the latter did not look at ST Shenke; followed by Yan Haiguo introduced a "Gao Fu Shuai" Yuantong Express. In order to show sincerity, Yan Haiguo also signed a drawer agreement with He, and agreed to buy more than 23 million shares of income rights for 756 million yuan - earning an introduction fee through the surge in stock prices. It is a pity that Yuantong was “seduce†by Da Yang’s creation and the capital hackers on the other side. The cooperation between He’s father and son and Yan Haiguo completely fell through.
As a last resort, He bought 100 yuan from Shanghai Shenke, a subsidiary of ST Shenke, and relied on this income to barely protect the shell.
After three consecutive failures, I can think of He’s inner pain and urgency. Therefore, in February 2016, when Huachuang Yisheng, the capitalist hacker, shouted the high price of 36.33 yuan/share, He immediately received about 13% of the shares, and could not wait to throw a cooperation framework: Shenke for 2.1 billion yuan Acquired 100% equity of Zibolan Network and raised no more than 2.1 billion yuan to Huachuang Yisheng.
This transaction is perfect: Huachuang Yisheng has become a controlling shareholder of Shenke, while the former has no surface relationship with Zibolan, so it does not constitute a backdoor listing. However, He may not have guessed: Huachuang Yisheng GP only has 100 yuan, and other billions of yuan are LPæŽ - the bell is equivalent to only spending 100 yuan shell fee, Shenke sells extremely.
However, the bells are also bad luck. In June 2016, the “most stringent†backdoor new regulations were promulgated, and Shenke failed due to the involvement of the class.
After several unsuccessful adjustments, Shenke announced that it would abandon the reorganization in February 2017. Interestingly, just three months after Shenke announced that it would not play, the IPO door tightened and the window was opened.
Life is like a game, and the circle of fate is around. Shenke failed to sell the shell four times, but also to clean up the mood for the fifth time?
Don't ask for fate about this question, or ask capital hackers.
The second half of the rivers and lakes
In July 2017, Chen Haichang, who had cooperated with He, transferred his 100% equity interest in Hairongtian to Xiexin Yuanchuang for 550 million yuan, thus indirectly selling the shell company Lionhead. Earlier, Chen Haichang had already stayed for 15 months.
Similarly, the capital hackers behind Jiangquan Industry, Oriental Silver Star and other companies have left the market. Dongguan’s well-known old players Yang Zhimao and Zhu Fenglian decided to leave the market with RMB 15 billion after 18 months of staying in Boxin. In the transaction, the premium ranges from 10% to 60%, and there are many new and old capital hackers among the takers.
Due to the many restrictions imposed by the new regulations on mergers and acquisitions, the “backdoor†is actually becoming “inverted shellâ€, and the business of capital brokers is not over.
The pick-up person, it is the IPO tightening, there will still be high-quality enterprises to choose the backdoor, such as SF Express to 43.3 billion yuan successfully borrowed Dingtai new materials - just "wet feet" into "shore", everyone fishing The magnitude of the money is more reasonable.
Moreover, shell companies generally have the need for mergers and acquisitions, and there is room for speculation when there is demand.
Interestingly, both Lewis and Mr. M have opened new business: docking of Hong Kong stocks.
Mr. M explained: Hong Kong stocks are registered, IPO is less difficult than the mainland, but mainland companies going to Hong Kong also need to go through the restructuring of the company, sponsor selection, domestic approval, application, hearing, etc. It takes 2 to 3 years, so it is better. Borrowing.
The Hong Kong stock market is generally cheap and relatively easy to operate. The most important thing is that there will be hype after the change of control, and it will not be a few times.
According to Lewis, there is now a new model: in the case of not being optimistic about the market, if you want to break the hair, you have to go to Hong Kong to go public, just to grab a shell. For details, please refer to the company that has been listed on the Hong Kong stock market since 2017 and has been broken in less than one week.
The so-called "breaking hair is not sad." In 2011, the shell value of Hong Kong stocks was only 180 million to 250 million yuan. In 2014, it rose to 380 million to 450 million yuan. The current price is 600 million yuan.
Buying a shell in the south is like going to Hong Kong to buy milk powder in the past. It is not important to have money. It is the key to having a doorway.
In May 2017, Wahaha, who was “resolutely not listedâ€, suddenly announced a tender offer for a Chinese candy company listed in Hong Kong. The specific purchaser is Hengfeng Holdings, controlled by Zong Qinghou's sole female Zong Lili. This is a capital brokerage company controlled by family business and engaged in industrial investment. Affected by this stimulus, Chinese candy rose from 0.15 yuan shell stock to 0.5 yuan bonus stock in one month.
However, there is another capital hacker behind this shocking trading: the Chinese candy major shareholders have repeatedly reduced their shares to the regular military brokers in the capital hackers, and each broker has no more than 5% of the placards – that is, Everyone has already quietly laid out the arbitrage pockets, just waiting for Zong Lili to come in.
On July 14, 2017, Hengfeng Holdings failed to acquire Chinese candy, and all the hackers cashed away. The stock price plunged.
It is reported that the Hong Kong Stock Exchange is observing the market situation and is preparing to take measures against mainland capital hackers to buy shells and Hong Kong stocks to deliberately speculate on stock prices.
As the so-called money never sleeps, the story of capital hackers will continue.
Enter [Sina Finance and Economics Unit] Discussion
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