"Why did 'Porsche Holdings' insist that Volkswagen give cash when it agreed to Volkswagen to put in shares in 'Porsche Cars'? Isn't his aim to 'make Porsche Holding a higher stake in Volkswagen, but at the same time turn Porsche Cars into a wholly owned subsidiary of Volkswagen'? If this is just the purpose, wouldn't it be better to directly replace the stock according to the current price? ”

Faced with what Feliro said, Gu Mojie threw out this question. Pen? Interesting? Pavilion wWw. ｂiquge。 ｉｎfo

Maybe many people don't understand this algorithm, but you can use a little analogy.

For example, let's say that the entire equity of Porsche Motors has a market value of 9 billion euros. The entire stake in Volkswagen has a market value of 81 billion euros. At this time, Volkswagen can choose to give Porsche Holdings 9 billion euros first, and completely buy 100% of the shares of Porsche, and Volkswagen's market value will become 90 billion after the acquisition. Then after Porsche Holding got 9 billion, it used the money to come back and increase its stake in Volkswagen by 10%. Assuming that Porsche owns a 55% stake in Volkswagen before the increase, it will reach 65% after the increase.

In such a transaction, if Volkswagen can't come up with 9 billion euros in cash, it doesn't matter, and the two parties can directly exchange shares: Volkswagen and Porsche Motors will exchange shares at a ratio of 1:10. 100% equity interest in Porsche Automobiles for 10% equity interest in Volkswagen.

At this time, you don't need a penny of cash.

However, the latest information that Fei Liluo detected told Gu Mojie: This is not possible!

Obviously, there is something else behind it.

"The reason why it can't is because in 07~08, when Porsche Holding increased its stake in Volkswagen, it used leveraged financing and owed more than 10 billion euros of foreign debt. Originally, this external debt could have been postponed for a longer period of time, or through lending and other financial derivatives. But after the outbreak of the European debt crisis, this road was blocked. Porsche Holding has a large amount of leveraged debt to repay, so it has to get its cash back. ”

Gu Mojie understood as soon as he heard it.

The so-called "extension through lending and other financial derivatives", translated in the words of the Moonlight family, is:

When you can't afford to pay off the debt on one of your due credit cards, you can get another credit card, and then use the new credit card to overdraft and cash out and pay off the previous one.

The outbreak of the European debt crisis is equivalent to "all banks suddenly stop issuing new credit cards".

With the card to raise the card, the supply is cut off.

In order to become the absolute majority shareholder of Volkswagen, Porsche Holding also borrowed more than 10 billion euros in cash debt two months before the outbreak of the European debt crisis. Now, these debts are due, and they have to be repaid in cash.

That's where it gets interesting.

Gu Mojie couldn't hide his smile and opened a bottle of champagne.

"What price is that put trade? There is still a funding gap. ”

At the end of August last year, Volkswagen gave Porsche Holding 4.5 billion euros (including expenses) to buy a 51% stake in Porsche. There is 49% left, and it is expected to be put by the end of 2011. Now, the 49% has not been sold for a penny, and after the outbreak of the European debt crisis, the funds have tightened, and now there is certainly no 4.5 billion euros to estimate. I think if we can induce the other party to cooperate with us, 4 billion euros will be enough to get it back. ”

In order to acquire an absolute controlling stake, the buyer is often willing to pay a certain premium. However, if you can't hold shares, the unit price will be discounted, which is the common feeling of people in the capital market. Therefore, if Hatsune Intelligent pays 4 billion euros to buy 49% of Porsche's shares, it will definitely be considered a conscience price.

Some people may think: Before the outbreak of the European debt crisis, there was only 4.5 billion equity, and after the crisis, it only dropped to 40, is this called buying the bottom? It's not much cheaper!

Those who ask this question actually ignore the fact that if the European debt crisis had not broken out, Hatsune would not have even had a chance to enter the market, and people would not have considered selling to foreigners.

Therefore, this is already considered a "bottom-buying success".

In the same way, more than a month ago, Linhai's Li Shufu copied Volvo, and it didn't seem to be much cheaper than before the European debt crisis. But in fact, he is also very grateful for the European debt crisis -- without the crisis, the big European car companies with shelves are not willing to sell their companies to peasant entrepreneurs from China.

Gu Mojie calculated, and finally decided steadily: "4 billion euros...... It seems that you have to find a bank to borrow some money, such a large amount of money, you can't rely on your own funds. ”

Fei Liluo and Lu Wenjun each gave up 5% of Hatsune Entertainment's equity this year, even if the premium appreciation of this year is counted, it should not be higher than last year's 15% for 640 yuan.

After all, last year, there were coincidences such as Goldman Sachs stupidly following Jiang Gongzi and finally crashing into Jackson's sudden death, and the success of the stock price hike is an irreproducible event.

10% of this year, can sell more than 50 billion yuan, Gu Mojie is satisfied. According to the euro exchange rate fluctuating between 7.6~7.8 in 2010, it is just over 7 billion euros.

It is impossible for Gu Mojie to directly draw 4 billion from the 7 billion and smash it on Porsche, that would be too much.

He thought about it, but he couldn't think of any good way, so he could only ask Fei Liluo: "Sister Fei, do you have any ideas for raising money?" Porsche's side is 4 billion, Ferrero Chocolate Factory accounts for another 800 million, and there is not much money left from the lifting of the ban on our big non-shares. ”

Feliro persuaded: "Ferrero's 800 million, you don't have to worry, the factory will take at least 2 years to build, and it would be good if it could be put into production at the beginning of 2013." The 800 million, we don't need to invest at once, just invest in batches over two years, and this year will occupy our cash flow of up to 200 million euros.

Porsche's 4 billion seems to be too much, so let's consider bank loans. With a loan of 20 billion yuan from domestic banks, we can also borrow up to 3 billion euros, so that we only need to use 1 billion euros of our own funds to complete the cooperation and shareholding. ”

Fei Liluo said it lightly, but Gu Mojie was completely shocked.

"What? Direct loan of more than 20 billion yuan? How much can I borrow? Over the years, we have relied on equity financing and other means to survive...... I don't think the banks are willing to lend us large amounts, and it seems that last year it was only a few billion dollars. ”

As of 2009, all of the Hatsune Group's properties are high-quality assets. It belongs to the kind of golden egg that "if you are willing to let the other party invest in shares, you can easily achieve a growth rate of 20%~30% every year".

In order to develop, Gu Mojie also had to often release his equity in exchange for the funds needed for the rapid rise of mergers and acquisitions.

Not just Mo Jab did this, other Internet giants did it without exception.

If you tell those Internet giants at this time: come, go to the bank for a loan to solve the capital problem, and the interest is only 8% a year. The Internet bigwigs will definitely go crazy to borrow money.

The problem is that banks don't borrow at all.

Gu Mojie has been in business for 7 years and has long been locked by this kind of thinking inertia. In his impression, only small money can be solved by borrowing from a bank, and big money still has to rely on equity financing.

So, Feliro suddenly told him today that he could borrow 3 billion euros from the bank, and he couldn't help but be shocked.

"When did our credit limit get this high?"

Feliro smiled contemptuously and playfully: "Stupid! It's not that the credit is high, it's that we have more mortgageable property -- you don't want to think about it, last year's 'Chuxin' mobile phones sold tens of millions, and we are now considered a number of 'industrial enterprises'. Li Shufu can borrow 6 billion yuan to buy Volvo, Xia Weiren can borrow tens of billions of yuan, and our Hatsune Group now has Hatsune Intelligence, why can't we borrow 20 billion? ”

Gu Mojie replied, and couldn't help laughing at himself: he was really dark under the lamp.

What is the essential reason why Internet companies can't borrow a lot of money from banks?

It is because most of the assets of Internet companies are intangible assets, which cannot be mortgaged or enforced.

For example, if Ma Huateng wants to use QQ to mortgage the bank for a loan, will the bank dare to accept it?

How much is the QQ software itself worth?

If the bank values QQ at 1 billion, Ma Huateng will definitely refuse. If the valuation is 100 billion yuan, the bank refuses.

Because anyone can imagine that if the bank dares to evaluate the value of QQ 100 billion, and then use QQ's software copyright as collateral and lend 100 billion to Teng Xun. Then tomorrow, Ma Huateng will dare to divert all QQ users to WeChat, and then eat and wipe QQ's user group and throw it away like a rag.

Then, Ma Huateng can default on his debts and ask the bank to take away QQ's "software copyright" and ownership, and then the 100 billion will be patted clean and put in his pocket.

The reason why QQ is worth money is not the software itself, but the 400 million users behind it.

And the "number of users" cannot be pledged to the bank.

Until 2009, most of Hatsune Group's businesses were known as "non-collateralized intangible assets", so Hatsune's loan amount in the banking system was always only a few billion yuan, and most of them were provided by executable tangible assets such as parks, office buildings, and data centers.

However, in 2010, things were different.

In 09, the "original heart" mobile phone sold nearly 30 million units. Hatsune Intelligent is like a leading intelligent hardware R&D and production giant in China.

The technologies in the hands of Hatsune Smart are all patents that can be mortgaged at a high price; Hatsune Intelligence's products are tangible assets that are not easy to depreciate.

Therefore, at least at the level of Hatsune Intelligence, a subsidiary, Hatsune has turned around gorgeously, and it can rely on bank loans to raise money like a giant engaged in industry. Although it is not as large as Xia Weiren's amount, it has already surpassed Li Shufu in this province.

……

Since we know that the Germans have financial problems, and Hatsune Smart happens to have money and intelligent technology foundation, the subsequent negotiations are easy to say.

On April 16, Hatsune Intelligent officially proposed to Porsche a cooperation model to intervene in equity put transactions and cooperate deeply with smart cars.

At first, the Germans were very shocked. On the board of directors of Porsche Holding, the big boss behind the scenes, Wolfgang. Porsche (that is, the grandson of the founder Ferdinand Porsche) was initially very arrogant and almost outraged by the "humiliation" of the Chinese.

This is Porsche!

The Chinese can't think of it as Volvo!

Can a brand like Porsche be sold to foreigners? You know, so far, Porsche does not even have overseas factories, and it is not even safe to hand over production to foreigners, so it only has a factory in Germany and employs local German workers to manufacture it. And then every year, I don't want to sell, just sell more than 100,000 high-end cars with excellence, and I am satisfied.

What people ask for is that it is not expensive; If you want "more" business, just leave it to the public.

Such a company is the most difficult to deal with.

If you have no idea about the annual sales of more than 100,000 yuan, you can compare it with other giants:

In 2010, Toyota, the world's number one car giant, had annual sales of more than 10 million. It was followed by 9 million Volkswagen. Japan's Nissan, South Korea's Kia, and Italy's Fiat ranked third to fifth, with six or seven million units respectively.

(The three major U.S. manufacturers were on the eve of the "ghost town of Detroit" at the time, and they were on the verge of bankruptcy, so they fell off the list.) It was only restored after the reorganization in 2014. ）

Porsche's 10 tens of thousands, in front of those giants, is only a few tenths. (Porsche's market capitalization is only one-third of Toyota's.) ）

Wolfgang gritted his teeth and held on for several days, pretending to hold on to equity cooperation at first.

In the end, Hatsune used a lot of means, on the one hand, to ensure that after the acquisition of shares, he did not seek the right to make business decisions for Porsche. On the other hand, we will ensure that we do not attempt to use workers other than German workers to make Porsche cars, and that we will prevent Porsche's coercion from being compromised. In the end, it is indispensable to come up with the cooperation intention of BMW and Mercedes-Benz to threaten it slightly.

Wolfgang softened a little at this point, and for the sake of money, he was willing to talk about it based on this framework.

At this point, Feliro alone can't handle it. The Hatsune Group recruited two bigwigs, Lei Jun and Gu Yong, from China at the same time, to join the negotiation work.

Lei Jun was able to develop Xiaomi Intelligence so vigorously in history, and he was the first person in China in the later generations in terms of the cooperation strategy of "from soft to hard, and soft to hard". Hatsune Intelligence has no foundation in the automotive field, and it needs the help of a big bull like Lei Jun to mediate.

Gu Yongjiang is a predator in the capital circle, and he is very profound in venture capital and equity cooperation. It is definitely not easy to make Youku potatoes so big in history.

In addition, Hatsune's human resources team in China also urgently poached several key negotiators and evaluation backbones from Li Shufu at a high price - all of whom were responsible for helping Li Shufu win the Volvo acquisition a few months ago.

They have practical experience in acquiring high-end European car companies, and although Volvo's force is much worse than Porsche's, Gu Mojie's goal this time is much smaller - he only needs to take a 40% stake and does not completely control Porsche.

Volvo was 100% completely wiped out by Geely.

Therefore, in this comparison, the difficulty of Porsche's shareholding war is not much more difficult than Volvo's wholly-owned acquisition war.

After a fierce fight, the Germans gradually recognized the reality. The financing difficulties of the European debt crisis and the expected market sales of German luxury cars in the southern European market in the past two years contributed to Wolfgang's eventual succumb.

In times of economic crisis, it is impossible for Europeans who rely on cars to get around without buying a car. But it is absolutely possible not to buy a luxury car.

Porsche, in the first place, was the hardest hit by the European debt.

A week later, Feliro threw the hard-earned framework agreement to Gu Mojie:

"Applejack, Wolfgang has made the final offer, and the current framework is that Porsche Cars will give up 45% of the shares, and we will inject 3.5 billion euros to complete the merger, and we have committed to inject 500 million euros of borrowing financing into the company's subsequent operation and expansion.

Hatsune does not seek control of Porsche vehicles. However, Porsche Cars will separate a new subsidiary called 'Porsche Smart' on the current structure, specializing in future product lines such as electric vehicles, driverless cars, and smart cars. This new subsidiary allows Hatsune to take the lead in the company's technology roadmap. (To be continued.) )