**: Viewpoint.com.
**: Viewpoint.com. Not long ago, when Wang Jianlin was in urgent need of raising funds, Ke Liming appeared.
Now, when Zhuhai Wanda Commercial Management failed to go public and faced the pressure of 38 billion yuan of equity repurchase funds, Shan Weijian also came.
For two weeks in a row, Wang Jianlin can be said to have frequently met "nobles".
But "all the gifts given by fate have already been secretly marked**" The arrival of Ke Liming made Wang Jianlin lose control of Wanda Films, what will Shan Weijian bring to Wang Jianlin this time?
According to the latest news, on December 12, Wanda Group announced on the company's official website that PAG Investment Group and Dalian Wanda Commercial Management Group jointly announced the signing of a new investment agreement.
Accordingly, PAG will work with other investors to reinvest in Zhuhai Wanda Commercial Management after redemption by Dalian Wanda Commercial Management Group at the expiration of its investment redemption period in 2021.
This also means that the burden of 38 billion yuan on Wang Jianlin's shoulders has been lightened all of a sudden.
Bringing in "new war investment" and relieving "old pressure" is Wang Jianlin's consistent style, and this time is obviously no exception.
However, this time, the "nobleman" PAG Investment Group Chairman Shan Weijian, in the past investment and cooperation, he is used to being the person with absolute control.
The announcement also mentioned that according to the new agreement, Dalian Wanda Commercial Management holds 40% of the shares, which is the single largest shareholder, and several existing and new investor shareholders such as PAG participate in the investment, holding a total of 60% of the shares.
Shan Weijian shot again, will there be an exception to the development of the story?
The trajectory of fate
Wang Jianlin, who was born in 1954, has gone through the positions of military and public officials, and chose to put down the "iron rice bowl" in the 80s of the last century and go to the sea to do business.
With more than 30 years of experience in business, he has led Wanda Group, which is involved in real estate, commerce, cultural tourism, finance, culture, sports and ......The step-by-step growth of the business empire is inseparable from the keen eye and tentacles, but the more important thing seems to be the ability to operate capital and the courage to be reckless.
It is understood that at the beginning of his business in the sea, Wang Jianlin ran into walls everywhere, and even the registered capital of 500,000 yuan was borrowed, and the annual interest of this fund was as high as 25%.
In a later interview, he once admitted that although it is not authentic for others to charge such a high interest, he is still grateful, "Without the initial 500,000, there would be no Wanda Group later." ”
borrowing money to make money, regardless of the cost", this is Wang Jianlin's consistent business model. This was true in the years when Wanda Commercial was just started and had no foundation, and the same was true in the years when Wanda Commercial was listed, delisted and listed.
At the same time when Wang Jianlin went to the sea to start a business, Shan Weijian, who was the same age as him, had just walked out of the frontier and walked out of the Gobi Desert in Inner Mongolia.
Thanks to the policy of reform and opening up at that time, Shan Weijian went to the United States and received his master's and doctorate degrees from the University of San Francisco and the University of California, Berkeley.
Unlike Wang Jianlin, Shan devoted himself to teaching after graduation, teaching management at the Wharton School of the University of Pennsylvania.
The turning point of the story took place in 1993.
In that year, Wanda Group, which had been established for five years, officially stepped out of Dalian and went south to Panyu, Guangzhou to develop Qiaogongyuan Community, becoming the first real estate company in the country to develop cross-regional development.
In the same year, Shan also took the most important step in his life, choosing to quit his teaching position to pursue a career in finance and join JP Morgan Hong Kong.
This was the embryonic period of Wanda's business empire, and it was also the beginning of Shan Weijian's transformation into the "king of private equity".
Around the turn of the millennium, Wanda Group began to extend its tentacles to commercial real estate, and Wang Jianlin had the fetters of listing for the next ten years. During the same period, Shan moved from JP Morgan Hong Kong to TPG and began to make a name for himself in financial investment.
According to the view of the new **, during his tenure at TPG, Shan Weijian led Xinqiao Investment to successfully acquire the First Bank of Korea and achieved a turnaround within a year, which made Shan Weijian famous.
In 2004, under the auspices of Shan Weijian, the Xinqiao team successfully acquired a controlling stake in Shenzhen Development Bank, becoming the first and so far the only foreign institution to hold a controlling stake in a Chinese joint-stock bank.
The two classic acquisition cases were written into the Harvard Business School case, and the lucrative profits also established Shan Weijian's position in the industry.
Some say the two deals are the prototype of Shan Weijian's acquisition style. Since then, whether it is an acquisition or a partnership, having absolute control has become the common feature of his investment behavior.
** of capital
The life experience of the early years often directly affects the style of doing things in the future, Wang Jianlin is the same, and Shan Weijian is the same.
With the 500,000 yuan borrowed at high interest, Wang Jianlin's business empire was achieved. Many years later, it has become Xi to solve the current dilemma with the help of high capital.
Similarly, Shan Weijian, who was new to the financial market, officially became famous with two "shocking" acquisitions, and then this model of controlling acquisition has become an important symbol of his investment in the investment market.
Therefore, some market participants bluntly said that the biggest contribution of Shan Weijian's 30-year investment history is to create a ** based on the acquisition of controlling shares.
After all, before that, this model of creating value by acquiring control to improve the operation of the enterprise was not the mainstream of the market. In contrast, growth investments that acquire minority stakes are the norm in the market.
A lot of expansion is above all else, and overwhelming investments fall into this category (growth investment)", Shan Weijian has previously said on a public platform that acquisitions can only be profitable if they create value, and the purpose of fighting for control is to change the management of the acquired company and ultimately increase the value of the company.
Shan's proposition has made the capital market see the advantages of a control takeover, and it has also set off another trend in the investment community.
Not only that, in the 13 years that Shan Weijian has been at the helm of PAG Investment Group, except for a small amount of financial investment such as Nai Xue's tea, PAG Investment has basically revolved around control acquisitions, such as Yingde Gases, Zhenai.com, Universal Studios Osaka and other acquisitions.
By the end of 2021, PAG had invested US$40 billion of the US$70 billion it had invested, and from 2019 to 2021, it achieved operating income of US$4$3.6 billion, $6$3.8 billion, 7$3.7 billion, with a compound annual growth rate of 3002%。
When this person who came out of the Gobi Desert in Inner Mongolia started an alternative life through mergers and acquisitions, Wang Jianlin was busy with the delisting and listing of Wanda Commercial Management.
As mentioned above, Wang Jianlin is the darling of capital, and his habit of using capital is also not as good as the consequences and costs.
For example, in 2016, Wanda Commercial Management, which had been listed for just over a year, chose to withdraw from the Hong Kong Stock Exchange due to its undervalued market value. Faced up to 344With a price of HK$5.5 billion for privatization and delisting, Wang Jianlin's preferred method is to bring in new capital.
In that year, Wanda introduced consortium investors such as Shanshan Holdings, Shanghai Zhirui, Shanghai Chuhua, Polyfoam Longma, and Ping An of China, as well as "national team" players such as China Railway, Qingdao Construction Investment, and AVIC Capital, to jointly prepare funds to realize the privatization and delisting of Wanda Commercial Management.
On this basis, Dalian Wanda Group has also established four investment entities, which have signed contracts with China Merchants Bank and CICC for a total of 307HK$800 million standby financing agreement.
Wanda doesn't pay a penny for privatization, I don't borrow money for privatization, and I don't go into debt. This is Wang Jianlin's vision.
With the participation of war investment, Wang Jianlin's idea finally became a reality, and the major shareholders of this privatization did not directly contribute, but prepared funds by major consortia, which was considered by the market to be extremely clever.
But capital flocks to it, mostly because it is profitable.
This time, Wang Jianlin gave a commitment to achieve the listing of A-shares within two years of delisting, otherwise he would buy back all the shares in the hands of investors (1441% of H shares outstanding) and pay an interest rate of 10% to 12% per annum.
Calculated, the total cost that Wang Jianlin needs to pay is more than 40 billion Hong Kong dollars.
In order to solve the urgent need, Wang Jianlin drew a scoop according to the gourd, brought in new friends Tencent, Suning, Jingdong, and Sunac, and introduced 34 billion yuan of new funds.
Similarly, this fund must also pay the price, that is, the listing will be completed by October 31, 2023, and Wanda must become a pure commercial management company, with a net rental income of 19 billion yuan in 2019.
Cause and effect of betting
Two people who are thriving in their respective fields met in 2021.
This time, Wang Jianlin switched to Hong Kong stocks due to the failure of returning to A and decided to bring in new capital, including PAG Investment under Shan Weijian.
Viewpoint New ** learned that in the new round of IPO plan, Wang Jianlin brought in 22 institutional investors such as Zheng Yutong's family, Country Garden, CITIC Capital, Ant, and PAG PAG Investment Group, and the pre-IPO financing amount reached 38 billion yuan, equivalent to about 6 billion US dollars, and 21 shares were transferred17%。
Among them, PAG Investment Group invested a total of 179 in Zhuhai Wanda Commercial Management through its three platforms5.7 billion yuan, becoming the 22 companies with the highest proportion of capital investment.
Similarly, Wang Jianlin still needs to pay a high price and continue to set up VAM agreements with investors: first, the actual net profit of Zhuhai Wanda Commercial Management from 2021 to 2023 will not be less than 51900 million yuan, 74300 million and 94600 million yuan, if not reached, Wanda Fang will transfer the relevant number of shares or pay cash to investors at zero consideration to compensate investors.
Second, Zhuhai Wanda Commercial Management promised that if the shares held by investors are not converted into H shares by December 31, 2023, the company's shareholders will repurchase all the shares and pay 8% interest.
Perhaps, in Wang Jianlin's view, the signing of the VAM agreement with Shan Weijian may be because he is confident that Zhuhai Wanda Commercial Management will be able to enter the Hong Kong capital market as soon as possible, or he may be confident that he can find a new solution when the crisis comes.
But what Wang Jianlin didn't expect was that seeing that the bell was approaching in 2024, Zhuhai Wanda Commercial Management, which had submitted a prospectus for the fourth time, still failed to complete the listing of Hong Kong stocks.
On November 27, 2023, market sources said that Zhuhai Wanda Commercial Management intends to postpone its listing in Hong Kong to 2026 at the longest, and is currently in discussions with investors. However, investors do not seem to buy it, believing that the listing time has been delayed for too long, and the cost of capital is too variable.
Subsequently, Wanda also proposed to investors to pay the equity repurchase money and interest in installments over a period of four years, and at the same time provided 20% of the equity of Zhuhai Wanda Commercial Management as collateral.
This solution has not satisfied all investors.
Until December 12, less than 20 days before the end of 2023, the "noble" Shan Weijian chose to pull Wang Jianlin out of the quagmire.
According to the latest news, PAG Investment Group and Dalian Wanda Commercial Management Group jointly announced the signing of a new investment agreement. Accordingly, PAG will work with other investors to reinvest in Zhuhai Wanda Commercial Management after redemption by Dalian Wanda Commercial Management Group at the expiration of the redemption period in 2021.
As a result, the 38 billion yuan equity repurchase money hanging over Wang Jianlin's head has finally settled.
At the same time, with regard to the listing of Zhuhai Wanda Commercial Management, the new agreement no longer provides for a VAM agreement. In other words, the cause and effect that had been planted since the privatization and delisting in 2016 has since come to an end.
However, there are also many opinions that those seemingly easier paths, seemingly costless ways, often require greater costs, after all, Shan Weijian is not a philanthropist, and every decision he makes needs to be held accountable to PAG.
Although there is no VAM in the new agreement, it can be found from Wanda's announcement that Dalian Wanda Commercial Management's shareholding ratio will be reduced to 40%, while PAG Investment Group, controlled by Shan Weijian, and existing and new investor shareholders will hold a total of 60% of the shares.
It is also reported that the newly introduced strategic investment of Zhuhai Wanda Commercial Management is mainly foreign investors, and some of the original domestic investors will withdraw. Another investor of Zhuhai Wanda Commercial Management also said that at present, the majority of Zhuhai Wanda Commercial Management investors are indeed foreign investors, but the list of new investors has not been fully determined.
For both foreign and domestic investors, the shareholding ratio of new entrants will increase to 60% from the shareholding ratio disclosed so far.
According to the previously disclosed prospectus, 22 institutional investors and 6 executives introduced in the early stage are the cornerstone investors, holding a total of 21 Zhuhai Wanda Commercial Management17% equity.
Dalian Wanda Commercial directly holds about 6999%, and indirectly holds about 884%。
In other words, after the introduction of 38 billion yuan of funds, Wang Jianlin still has absolute control in Zhuhai Wanda Commercial Management. After this new agreement, the shareholding ratio will be reduced to 40%, which is likely to bury the hidden fear of a change of control.
This time, Shan Weijian may not only be interested in the successful listing of Zhuhai Wanda Commercial Management.