Chapter 111: MBO
"Then what are your specific plans for withdrawing funds?" Han Ting would not see Gu Biao, and went straight to the topic.
"My overall plan is to want you to lead the MBO. ”
"MBO?" Although Han Ting's English is very good, after all, it has been less than a year since she worked in the company, and it is impossible to know all those fancy operations.
The MBO model has only appeared in the United States for seven or eight years. In 80 years of China, if you go to Peking University to find a liberal arts professor of economics and management, you may not be able to say why.
"Management-Buy-Out, or Management Buyout. Gu Biao explained frankly,
"First of all, the company has so much cash on its books, you can set up a new paper company in Hong Kong, make an offer to the original shareholders of Hanle Electronics, and allow the advance withdrawal of funds on the condition of concentrated dividends.
The profitability of Hanle Electronics is nothing to me, and any business I have on hand makes more money than it, so it is possible for me to quit. There should not be many projects invested by CITIC Trust that are better than Hanle's, so they should be reluctant to pay back the speed here.
You first use the method of slowly asking for a price to test the scale of CITIC's general willingness to exit. Then I sold a small part of the shares at a valuation that was 10~15% lower than this price, and formed a record of the transaction record.
Then, you take the record price and the company's performance to find a US-funded bank in Hong Kong, and use the part of Hanle equity you want to acquire as collateral and borrow leveraged debt to buy. ”
The details of this kind of measure of management buyout are everywhere on Baidu, and Gu Biao is too lazy to explain, it is too watery.
In a word, this method was mainly used in the case that "the actual shareholding ratio of the company's management is too low, and there are not many personal benefits for running the company well, so the enthusiasm declines, and it is not good for everyone".
As for the acquisition technique, it is nothing more than a performance gambling and guarantee, and borrowing a little leveraged debt.
At the same time, the financier will receive a mortgage on the equity to be acquired, as well as a complex set of exit stop-loss conditions.
Of course, if the acquisition target is a listed company, financial institutions are generally more willing to accept MBO orders, because the shares of listed companies can be circulated and traded at will, and once there is a market value/performance inflection point, financial institutions with mortgages can easily close their positions and cut their losses.
And companies that are not listed have the problem of not having time to find a receiver in case of a fall.
But in any case, as long as your performance is strong enough, your profits seem to be booming, and the follow-up products are promising, there will always be financial institutions willing to take it. Commercial banks feel that it is risky, so let the investment banks go.
Han Ting spent a full 15 minutes to understand the principle that Gu Biao said:
"Do you want me, as the general manager of the company, to come forward to set up a paper company and issue bonds to buy your equity?
Gu Biao confessed very frankly: "Yes, if you are willing to run this business, I think this is a very good choice - whether you switch to TV production, or find any new cooperation for the off-season, the better the effect will be, the more you will earn yourself, and you are working for yourself."
As for me, I need to quickly get enough cash flow, and for production-oriented enterprises, I am not interested in a short period of time, so it is better to spin it off. CITIC, I heard that you are interested in competing with me for equity, and I must be happy to hear it. At that time, they will think, 'If there is an OEM order in the future, you will bargain fiercely with me for your own benefit.'" ”
Gu Biao's practice of looking down on the "heavy industrial body" made Han Ting frown slightly, still a little incomprehensible.
It's too far ahead of its time.
I have to admit that Gu Biao came from the Internet era in later generations, so he fell into the poison of "pure soul" and was a bit overkill, so that any physical business felt troublesome, as long as the technology/brand/platform, everything else was lost to outsourcing.
On the other hand, he is also limited by energy, talent and environment, and knows that there is a big gap between "what he wants to do" and "what he can do".
"When the time comes, I will indeed bargain with you fiercely for my own interests!" Han Ting reminded Gu Biao.
She was serious in what she did, and she didn't bargain with Gu Biao before, it was nothing more than knowing Gu Biao's advantages, knowing that there was no asking capital in the country, and she didn't give up resistance.
The two discussed secretly for a while, and before they knew it, it took an afternoon.
……
The next day, Han Ting went straight to the headquarters of CITIC Trust early in the morning and found Minister Yang, who was in charge of asset monitoring.
It was also the Minister Yang who felt that "there are always Diao people who want to take advantage" and prevent the "loss of state-owned assets" in the process of joint venture liquidation.
In good conscience, Minister Yang's motives are not bad, and he really wants to protect state-owned assets.
It's just that his method of accounting is too old-fashioned and completely out of touch with the times, and he can't properly evaluate the intangible assets of branding, creativity, design, and even the human resource valuation of creative talents.
According to his mind, at least eight out of ten businesses have to be blown.
Han Ting took the initiative to report to him, expressed the plan to let the electronics factory "switch to TV production in the off-season", and showed him a detailed plan, his first reaction was to oppose it.
"Why don't you continue to produce game consoles? Although you colluded with Gu Biao in the negotiation of the game console OEM order and sold it for only $50, it was at least $50!
How much does it cost to produce a domestically produced television set? 1,000 yuan! It has to be 14 inches, and no matter how small it is, it can't even sell it for 1,000 yuan. The gross profit is at most two or three hundred yuan, which is half less than making a game console! And one of them is all in US dollars, and the other is in RMB!"
Han Ting was angry and funny, so she could only explain: "Minister Yang, arcade machines are not something I want to produce. Orders from Tiankun Media are limited. ”
Minister Yang was puzzled: "Why don't you just produce if you want to? Tiankun Media doesn't have an order to come, can't you find orders from other companies? Doesn't it mean that the Americans themselves are selling game consoles, and they are selling quite well?"
Besides, when the joint venture was first made, we got all the intellectual property rights of the three Hong Kong games, and even if outsiders didn't place orders, wouldn't we just be producing the old games at full power?"
Han Ting was speechless, she quietly didn't say a word, and only looked at Minister Yang coldly, so that the other party's mood could be stabilized.
It was so quiet that Minister Yang's heart became furious, and he began to wonder if he had said something ridiculous, and then Han Ting explained faintly and undoubtedly:
"Minister Yang, have you been to inspect the market? Do you think that it is the same as our country, where there is a shortage of materials and can sell everything? At present, the four Japanese companies that have followed up the competition have a combined monthly production capacity of 20,000 units, which is too easy!
The arcade market, which is generally about 150,000 units, has dug up the big city market that is relatively easy to organize. Even if it is the most popular category of games, in a blank market without any competitors, the shipment will not exceed 30,000 units.
I have worked very hard to open up the market, and in addition to this, I have also sold more than 1,000 units of "Thunderbolt Fighters" and "Tank Battles" in Xiangjiang. And considering the poverty of Xiangjiang, the coin insertor is specially designed, and it can be played once for 5 cents, which is half cheaper than the market at the exchange rate.
This means that the hall owner will have to take twice as long to recoup his investment, and it is impossible to tolerate our high selling price and high gross profit in the market. ”
Han Ting's words were said in as pertinent a tone as possible, so as not to hurt the other party, but it also completely refreshed the other party's thinking of "someone will buy it when it is produced".
Then Han Ting took out a written report in a bright way, asking Minister Yang for instructions and filing it according to the process, so as to show that Hanle Electronics is responsible for the largest shareholder.
Filing means that although the big boss does not watch it now, he will have the opportunity to see it in the future. Han Ting is posturing, saying that every algorithm in her business plan can definitely withstand post-audit.
Minister Yang's momentum shrank a little:
"If I study it again, we will not interfere in the operation of the enterprise in principle. As long as there is no requirement for additional capital investment during the restructuring process......"
Han Ting pressed step by step: "I don't need you to invest more." However, when it comes to technological transformation, it is certainly necessary to use the floating funds on the company's books to 'expand reproduction'.
In addition, if you feel that the company has no follow-up video game orders and the prospect is slim, I have also thought of a replacement plan here, which is newly learned from the Americans, called MBO, I can use the floating surplus to be divided, first exemplary repurchase of some equity, and then use this as a model to let foreign banks pay a premium, and I personally bear the risk. ”
Minister Yang had never heard of this kind of operation, and after learning a little about it, he immediately categorically refused on behalf of CITIC.
In their eyes, Hanle Electronics is a high-quality asset.
Han Ting keenly grasped this point and asked: "You don't want to sell, that is to recognize the company as a high-quality asset? If I can use this price to buy back shares from other major shareholders, can it be considered that I have won benefits for the country?"
Minister Yang vigilantly calculated: "The paper company you set up, asked the American bank to borrow debts, and bought Gu Wei's shares? Miss Han, you are now also a Hong Kong employee, right?"
Han Ting accurately analyzed: "I am only a person who has obtained the right of abode in Xiangjiang, but retains Chinese nationality. Unlike Gu Biao, after the completion of my MBO, I can bridge over the bridge to hold shares for individuals, rather than as legal persons registered in Xiangjiang. ”
Before the abolition of the base policy in 1981, the right of abode in Hong Kong was easy to obtain. In contrast, it is more difficult to retain mainland nationality, because the vast majority of people who have obtained the right of abode do not cross the border legally, and after they pass, the mainland cancels their hukou as smugglers.
"I'm going to ask the boss. "Minister Yang has never encountered this kind of operation, so he has to be cautious.
Han Ting could only wait.
Fortunately, the big boss is in the capital this day. Han Ting mediated for a long time, and when it was time to get off work, she finally got the policy.
After she returned to her residence, she immediately opened the address book, found an American bank business manager on the other side of Xiangjiang, and called the other party to go to the capital.