"It's a little tricky!"

In the face of the VAM conditions put forward by the representative of SoftBank Investment, Zhang Yida secretly said in his heart.

From the standpoint of the management, it is understandable to put forward this condition.

More than one million bicycles are put on the side of the road in the city, and they are depreciating all the time.

On the other hand, they are fighting a subsidy war with competitors such as Baimo and Xiaolan, and riding for free, that is, losing money and making money.

When will this kind of day without income be a head?

Well, you're going to have a $3 billion valuation, so you're going to have to make a commitment to me.

Either end the war and win the final victory;

Either the revenue is balanced, and the business model can be sustainable.

Is this an excessive? Reasonable.

Huimin Travel is not as scary as Ruixiang Group, burning money is too scary, and there is no other pillar income.

The people who do venture capital, all of them are elites, and they suddenly grasped the three inches of Huimin travel.

From Zhang Yida's point of view, the two conditions offered by the bet are not easy to achieve.

Let's talk about the first one first, accounting for 80% of the industry's market share.

At present, there are no less than 3 million shared bicycles on the market, and the daily orders are not less than 10 million.

Huimin bicycles account for a little more than 50% of the number of bicycles, and the orders are similar, maintaining a level of 4 million to 5 million orders per day.

It seems that it will not be difficult to increase the market share from 50% to 80% in one year.

In fact, otherwise, Huimin Bicycle can increase its efforts to build and launch cars, and competitors can also follow up.

To get rid of many competitors and monopolize 80% of the market, the difficulty can be regarded as hell.

The second condition is revenue balance.

Now in order to grab users and riding orders, the major bicycles have a variety of marketing methods.

People are free, people are charged, who will ride your bicycle?

The number of orders is definitely falling off a cliff, which gives other bike brands a breather.

If the opponent seizes this opportunity, he will fight a few turnaround battles and raise a few rounds.

The offensive and defensive situation changed, and the Huimin bicycle was really pushed to the edge of the cliff.

"I can promise to make a bet. ”

Before Zhang Yida finished speaking, Xu Xiaoming dragged him under the table, and Shen Beipeng was also shaking his head at him gently.

Zhang Yida felt a little relieved, these two bigwigs were still very considerate of themselves, and they couldn't bear to jump into the "fire pit" by themselves.

Nodding and smiling lightly at the two, he signaled them to be calm, and continued to say to several representatives of the management:

"But I have one condition. In addition to the 500 million equity financing, there will be another $1 billion debt financing. ”

As soon as the words fell, the representatives of the capital led by SoftBank shook their heads again and again and objected:

"1 billion debt financing, too much!"

"Yes, what kind of collateral to take? Unless Mr. Zhang, you sign an unlimited joint and several liability guarantee. ”

"It's outrageous, we at Warburg Pincus don't agree!"

Several major management representatives say a word on your side, and I don't agree with this plan.

Zhang Yida raised his palms and signaled everyone to be quiet, and he continued:

"After this round of financing, I will also hold a 38.85% stake in Huimin Bicycle, worth $1.36 billion;

The management-owned option pool also has a 4.57% share price, worth $160 million.

The management and I took out all the equity of Yimin Travel to guarantee the debt financing. ”

Zhang Yida's determination made the representatives of the management present quite moved.

But from the perspective of the company's interests, this is not insurance.

If Yimin Travel collapses, the equity will be worthless.

"Mr. Zhang, if you take all your personal property to guarantee this huge debt financing of $1 billion, SoftBank can contribute half of the debt financing share. ”

Representatives of SoftBank Investment came up with a plan that they considered insurance.

"Yes, if Mr. Zhang guarantees all his personal property, we Warburg Pincus will contribute $200 million for this financing. ”

Warburg Pincus glanced appreciatively at the representative of SoftBank, this plan is good, he likes it.

"GIC can give $150 million!"

"Silver Lake Capital can give $150 million!"

Representatives of GIC and Silver Lake Capital also expressed their positions.

"It's the financing of Yimin Travel Group, why let Yida take care of it alone?

Yida only occupies 45.33% of the shares of Yimin Travel Group's financing, and the company is not his alone, so it is not fair to do so!"

Xu Xiaoming couldn't help it, looking at these ugly-looking management representatives, he jumped out to "speak up".

"That's right, the old shareholders of Yimin Travel Group also bear some responsibility.

It's fair and reasonable!"

The representative of SoftBank's capital side laughed, and he was laughing at the other party's inadequacy.

Isn't it good for the founders and the management team to take responsibility on their shoulders? If you, a venture capital institution, want to jump out and join in the fun, then it is just the right time to arrange it together.

Xu Xiaoming stopped talking, and it is common for the founding management team and venture capital institutions to make performance bets.

Venture capital that enters early is generally not involved in this kind of VAM, because venture capital institutions are only fund managers, and they have to explain to the investors behind them.

After this round of equity financing, don't Yida and the option pool have a total of $1.52 billion worth of shares?

Mortgage at 5% off, debt financing of 760 million US dollars!

The matter of Yimin Travel Group is not necessary and qualified to involve other companies. ”

Shen Beipeng wanted to help Zhang Yida find a way out, so he suggested.

"5% off, a little too high! I think 3% off is more reasonable.

Mr. Zhang, do you want to finance 450 million US dollars? ”

The representative of SoftBank Investment was unmoved by Shen Beipeng's words and offered his own price.

At this point, everyone knows that there is no way to do it.

Of course, Zhang Yida reined in the precipice, and the representatives of the major capitalists would not be forced too much.

"That's good. The share of the US$1 billion debt financing remains unchanged, of which US$450 million is guaranteed by the company's management and the company's equity equity;

Another $550 million, which I guarantee with my personal property. ”

Several representatives of the management side thought about it for a while and said:

"Yes!

"Good idea, this plan is acceptable!"

"Okay, so that we can all accept it. ”

Zhang Yida saw that the representatives of the major investors were all smiling, and there was no wave in his heart: the world is bustling, and it is all for profit.

At this moment, isn't it the most vivid sight?

Venture capital institutions, most of them are icing on the cake, and few are sending charcoal in the snow.

"Since the management and the B+ round of investors are VAM, let's also talk about the management incentives for completing the VAM!

Within one year, after the completion of the performance VAM, the current round of investors will give half of the equity to the management as a performance completion reward. ”

Zhang Yida opened his fangs and didn't fight back when he was beaten, but it was not his style.

Half of that is $250 million in equity, which could be more considering the rising valuation.

Equity incentives of up to $20 million. ”

The people of SoftBank Investment are very shrewd, and if Zhang Yida really completes the bet, the shares will not shrink by half.

He definitely can't agree to Zhang Yida's conditions, and he is desperately trying to lower the price.

"Yes, $20 million in equity incentives is a lot, and in your China, you can be free of wealth. ”

Warburg Pincus representatives also objected.

"The management can't take all the benefits? It's hard for me to do this money!

There is an old Chinese saying, called: If you are reluctant to let a child trap a wolf, you can't catch a wolf.

With enough equity incentives, I think the management team will be more motivated to achieve performance goals.

If Huimin Bicycle establishes its absolute hegemony, I think it will be beneficial to all of you here. ”

Zhang Yida is right, venture capital institutions actually don't want Huimin Bicycle to fail.

Failure is no one good. Even the shares in the hands of venture capital institutions will be worthless.

Debt financing has Zhang Yida's backing, but it will not be wasted.

The part of equity financing is miserable, but there is no bottom line, and you bear your own risk.

"Then add some more! $30 million!"

The representative of SoftBank Investment, after thinking about it, raised the price again.

That's it, Zhang Yida didn't agree.

For the development of the company, Zhang Yida personally guaranteed $550 million in debt financing.

In the future, if the development of Huimin does not go smoothly and the loan cannot be repaid, Zhang Yida will have to be responsible for the loan.

"That's just $450 million in debt financing, and I personally don't guarantee the company. ”

The benefits are not proportional to the pay, and Zhang Yida is ready to retreat into advance.

"How can that work? Mr. Zhang, aren't we talking about a good thing? $1 billion in debt financing.

Why are you retreating now? No, no, you can't be a man who doesn't keep his word. ”

SoftBank Investment representatives somewhat guessed Zhang Yida's intentions, equity + debt financing, a total of $1.5 billion.

Such a large amount of money is enough to defeat all opponents.

Of course, SoftBank is happy to see it, but what if it is less than $550 million and the business is not completed?

SoftBank did not want to suffer a loss in the bet, but also wanted Zhang Yida to successfully complete the bet.

"Then you raise the equity incentive again, I want $240 million. ”

Zhang Yida also took a step back and asked for $10 million less.

Several parties fought for a long time, one side decreased, one side added, and several major venture capitalists also went to ask their superiors for instructions.

In the end, the equity incentive for the completion of the VAM was determined to be -120 million US dollars.

This is equivalent to about 3.43% of the company's total shares.

It is equivalent to Zhang Yida and the management completing the VAM within one year, and the B+ round investors will each transfer 24% of the equity in their hands to Zhang Yida and the management free of charge.

If the VAM conditions are not completed, the founders and management team will compensate the B+ round investors according to the valuation of $2 billion before the current round of financing.

This is equivalent to about 5.71% of the company's total shares.

Zhang Yida didn't argue too much about this.

It's the uncle who pays the money, and if he wants absolute fairness, it's impossible.

Then there was a heated debate between the parties on the interest rate, term and repayment method of debt financing.

"Three-year loan term, one-time repayment of principal and interest at maturity, 4% annual interest rate.

That's my bottom line!"

Zhang Yida did not give an inch, and the knowledge in debt financing was great, and the interest rate of one point was $10 million a year.

There is also a knowledge of repayment methods, and the original intention of one-time repayment at maturity is the largest utilization rate of funds.

"Equal principal and interest" and "monthly interest payment, repayment of principal at maturity" will add a lot of pressure to the operation of the enterprise.

"The term of the loan is three years, and we agree in principle. However, the repayment method should not be a one-time repayment of principal and interest, but should be changed to monthly interest payment and repayment of principal at maturity.

The interest rate is also too low, and the maximum annual interest rate for Yimin Travel is 8%. ”

The representative of SoftBank Investment is also stubborn, and his interests are huge, and he is responsible for the company.

The negotiations were deadlocked for a long time, and finally each side took a step back, and the employer reduced the annualized interest rate of the loan to 6%, and Zhang Yida agreed to the borrowing method of "paying interest on a monthly basis and repaying the principal at maturity".

After all the agreements were drafted, the parties signed the "Yimin Travel B+ Series Equity Financing Agreement", "Yimin Travel US$1 Billion Debt Financing Agreement", "Performance Valuation Adjustment Agreement" and "Debt Financing Guarantee Agreement...... And so on, large and small, a dozen agreements.

In this financing, Yimin Travel will receive a $500 million equity financing and a $1 billion financing, totaling $1.5 billion in equity and debt cofinancing.

Among them, SoftBank Investment invested US$250 million in equity and US$500 million in debt borrowings;

Warburg Pincus invested US$100 million in equity and US$200 million in debt borrowings;

Silver Lake Capital's equity investment of US$75 million and debt borrowings of US$150 million;

GIC invested $75 million in equity and $150 million in debt borrowings.

The change of shareholding is:

Zhang Yida: 38.85%

Option Pool: 4.57%

Huayi Capital: 2.29%

Blackshirt Capital: 11.43%

Zhenke Fund: 2.85%

Jinshahe Venture Capital: 5.72%

Global: 5.72%

Penguin Industry Fund: 4.77%

Gaoling Capital: 2.37%

Qiming Venture Partners: 2.37%

GGV Capital: 2.37%

Didi Travel: 2.37%

SoftBank Investment: 7.14%

Warburg Pincus: 2.86%

Silver Lake Capital: 2.14%

GIC Sovereign Wealth Fund: 2.14%

Because Zhang Yida holds all B shares, 1 share has 10 votes, so he still holds 86.2% of the company's voting rights.