5.4.4 Countermeasures to prevent M&A financing risks

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In the process of mergers and acquisitions, decision-making behaviors such as pricing decisions and payment decisions may also induce financing risks. Because the pricing decision is the basis of the financing decision, and the payment decision is the condition of the financing decision, the control of the financing risk should run through the entire process of enterprise mergers and acquisitions. At the same time, because mergers and acquisitions require a large amount of capital, it may be necessary to adopt multiple financing methods at the same time, requiring enterprises to comprehensively consider the impact of different financing methods when controlling financing risks.

◆ Control the cost of mergers and acquisitions

Enterprises should reasonably determine the cost of M&A before making a decision on M&A financing. The demand for M&A funds has a direct impact on the amount and method of financing. If the M&A requires less capital, the company can use its own funds and short-term credit to solve the problem. If the amount of capital required for mergers and acquisitions is relatively large, enterprises need to use a variety of financing methods to raise funds.

Generally speaking, the cost of M&A is mainly composed of three parts, namely the cost of M&A completion, the integration and operating cost after M&A, and the opportunity cost of M&A. Among them, the cost of M&A completion is mainly composed of direct costs and indirect costs, where direct costs refer to the expenses paid directly at the time of M&A, and indirect costs include debt costs, intermediate costs and tax costs. Post-merger integration and operating costs refer to the operating costs incurred to ensure the healthy development of the acquired enterprise after the completion of the merger. M&A opportunity cost refers to the actual costs and expenses and the loss of revenue due to the abandonment of other project investments for the sake of M&A. The cost of completion of the merger can be calculated using the merger price, and the integration and operating costs after the merger can be calculated using the percentage of sales method and the regression analysis method.

◆ Reasonably determine the capital structure of the enterprise

After determining the cost of M&A, the next step is to arrange the source of financing, and the main task is to determine the ratio of own funds to external financing, and the ratio of debt financing to equity financing in external financing, the essence of which is to determine the capital structure. Enterprises need to pay attention to the following three aspects in determining the capital structure: first, the goal is to maximize the value of the enterprise; second, to match the solvency of the enterprise; Third, comprehensively consider factors such as the enterprise's risk tolerance, corporate credit rating, and creditor attitude.

◆ Optimize the composition and maturity structure of corporate debt

After determining the capital structure of the enterprise, the next step is to analyze the composition and term structure of the enterprise's debt capital, make reasonable arrangements for the demand and expenditure of M&A funds, including the order of expenditure and the amount of expenditure of M&A funds, and make reasonable arrangements for the term structure and quantity structure of debt financing; According to the financial situation and financing, the use of funds may be reasonably arranged, and the effective supply of M&A funds can be ensured without affecting the normal operation of the enterprise; Adjust the asset-liability matching relationship according to the term structure of assets and liabilities, establish a liquid asset portfolio, and effectively manage the liquidity risk of mergers and acquisitions; By analyzing the industry characteristics of the enterprise and the term structure of assets and liabilities, the inflow and outflow of funds are combined according to the period, the time nodes of positive cash flow and negative cash flow are found, and the liquidity risk is prevented by adjusting the asset and liability structure of the enterprise.