There are only more than 20 days left before the listing gambling deadline, and Wang Jianlin has performed another wave of "PUBG" skills, not only transferring the controlling stake in Wanda Films, but also selling a number of first-line Wanda Plazas, but these are far from enough. Just when many people were sweating for Lao Wang, the unexpected appearance of a top international investment institution made this bet have a new variable.
On December 12, PAG and Dalian Wanda Commercial Management Group jointly announced the signing of a new investment agreement. PAG will work with other investors to reinvest in Zhuhai Wanda Commercial Management after redemption by Dalian Wanda Commercial Management Group at the end of its 2021 redemption period.
What is PAG's investment?It is one of the largest independent alternative investment management groups in Asia, with more than US$70 billion in investments, and has been a long-time advocate of Wanda since its IPO. The city learned that in 2008, when Wanda Commercial launched the first round of financing for A-shares, PAG participated in it in the name of PAG**.
In 2021, PAG also invested 38 billion yuan in Wanda Commercial Management with 22 investors including Hong Kong real estate tycoon Cheng Yutong's family, Country Garden, CITIC Capital, Ant Financial, and Tencent, and PAG Investment is the one with the largest investment amount, with an investment of about 18 billion yuan.
According to the VAM agreement three years ago, after the listing failed, Wang Jianlin needed to repurchase a total of 38 billion yuan of equity from 22 investors at a rate of return of 8%. And this PAG investment, which has a capital contribution of up to 18 billion yuan, accounts for almost half of the entire debt repayment amount.
With PAG's strong support, the consequences of the failure of this huge gamble will not get too out of control. As for PAG's investment, which has already invested 18 billion yuan, it is also to save its own investment by the way. However, Wang Jianlin must go through the road of losing the gambling on the market, and he needs to continue to transfer one by one until the end.
The emergence of PAG Investment has once again made many people feel the strength of the former richest man's luxurious circle of friends. The listing of Zhuhai Wanda Commercial Management is not only the listing of Wang Jianlin, but also a capital feast involving many Internet companies, real estate companies, local state-owned assets and international private equity institutions PAG Investment.
Looking forward to Wang Jianlin's listing, there are many behind-the-scenes bosses. Together, they form a large investment camp, and in the past years, even if there is no listing deadline, Wanda has more or less intersected with these investors through different ways of cooperation.
For example, security, cleaning and other services in Wanda Plaza will be provided by Country Garden Property. As for Alibaba's Ant Group, Wanda said it will work with Wanda Commercial Management to facilitate digital cooperation on membership services, marketing activities, financial and credit products, and brand merchants.
As for Tencent Holdings, the cooperation is even closer. According to the war investment agreement, Tencent invested 22.5 billion yuan. In the recent period, Shanghai Ruyi, which is owned by Tencent, has increased its stake in Wanda Film twice in a row, and finally won the control of Wanda Film.
But among the many investors, PAG's investment, which has the largest investment, is secrecy enough. As one of the strategic investors in the listing of Wanda Commercial Management, PAG's investment background is very strong. It is one of the largest independent alternative investment management groups in Asia, with more than US$70 billion invested, more than half of which is in Greater China, making PAG known as Asia's "Little Blackstone".
As early as more than ten years ago, among the first group of investors in Wanda Commercial's A-share listing, there was the shadow of PAG Investment. In the real estate industry, PAG's most critical investment is the 18 billion yuan investment in Wanda Commercial Management, which is a huge amount that is rare in the case of international investment institutions investing in Chinese enterprises.
Similar to Wanda Commercial Management's situation, PAG also planned to break into the Hong Kong stock IPO in 2023, and submitted a prospectus to the Hong Kong Stock Exchange on March 25, 2022. Previously, it was reported that PAG Investment plans to raise $2 billion, but due to market fluctuations and other aspects, it is still in preparation for listing.
Today, PAG has invested 50 billion US dollars (about 300 billion yuan) in management, and has invested in many well-known companies such as Tencent**, Nai Xue's Tea, Lexin, Wanda Commercial Management, and Inceptio Technology. The reason why the capital market is famous is inseparable from the key hand behind the scenes - Shan Weijian.
In 2010, Shan Weijian resigned as a senior partner from the American private equity investment group TPG, and founded PAG PE Investment Territory as the founder and chairman.
However, in most acquisitions, Shan Weijian's investment behavior points to one point - absolute control. During Shan Weijian's 13 years at the helm of PAG, except for a small amount of financial investment such as Nai Xue's tea, it basically revolved around control acquisitions, such as acquisitions of Yingde Gases, Zhenai.com, and Universal Studios Osaka.
Shan Weijian has said that the purpose of fighting for control is to change the management of the acquired company and ultimately increase the value of the company, and the acquisition can only be profitable if it creates value. As for Wang Jianlin, many of Wanda Commercial Management's investors have signed VAM agreements and must face redemption at maturity.
When it comes to the life and death of the enterprise, there is not much time left for Wang Jianlin to raise money. The news about the postponement of Wanda Commercial Management's listing and discussions with investors began to come one after another. On October 26, market sources said that "Zhuhai Wanda Commercial Management intends to delay its listing on the Hong Kong Stock Exchange and is discussing providing compensation to investors to avoid triggering a buyback".
On November 26, there was the latest news that Zhuhai Wanda intends to postpone its listing in Hong Kong until 2026 at most, but the plan is only a preliminary proposal at this time, and Zhuhai Wanda has not signed any agreement with any investor.
Many of the bigwigs who once wanted to share the feast of capital have encountered operational difficulties to varying degrees, and real estate companies such as Country Garden and Sunac are also facing serious losses. In this situation, not only Wanda has to tide over the difficulties to protect itself, but many investment institutions also need to ensure that their own interests are not harmed.
PAG Investment is the most ideal undertaker at present. "If the investment money cannot be redeemed at maturity, once Wanda explodes, PAG's money will not be able to get it back, so PAG has the incentive to cooperate with Wanda to release good information and make an attempt to continue the listing, and existing and new investors will reinvest, which is equivalent to a convertible trade-in. Huang Lichong, president of Huisheng International Capital, told the city.
But in order to get more support from PAG and meet Shan Weijian's expectations, Wang Jianlin needs to show more sincerity.
Wang Jianlin, who has always advocated "strong control" over Wanda Group, put 60% of the shares of Zhuhai Wanda Commercial Management on the signing table.
In the new investment agreement, several existing and new investor shareholders such as Zhuhai Wanda Commercial Management and PAG will participate in the investment, holding a total of 60% of the shares. The proportion of shares held by Dalian Wanda Commercial Management in Zhuhai Wanda Commercial Management is 6999% to 40%, but still its largest single shareholder.
Once the new investment agreement is implemented, Dalian Wanda Commercial Management will lose 2999% of the equity of Zhuhai Wanda Commercial Management, holding the remaining 40% of the equity of Zhuhai Wanda Commercial Management. As Dalian Wanda Commercial Management's shareholding ratio falls below 67% absolute control, Wang Jianlin will face the risk of losing absolute control of Zhuhai Wanda Commercial Management.
If this plan can finally be implemented, although Dalian Wanda Commercial Management will continue to be the largest shareholder on the surface, it will in fact lose control of Zhuhai Wanda Commercial Management on key matters. Huang Lichong said.
The founder's concession will help Wanda get out of the gambling danger and get more room for development, and Wang Jianlin must make a choice. However, just from the content of the disclosed agreement, it does not completely mean that Wanda's VAM crisis has been eliminated.
First, under the terms of the agreement, PAG will work with other investors to reinvest in Zhuhai Wanda Commercial Management after the redemption period of its 2021 investment expires through Dalian Wanda Commercial Management Group. However, the specific redemption method was not disclosed in the announcement.
Normally, Wanda needs to repay all of the money in accordance with the previous VAM agreement, and PAG will get its money back, and then PAG will lead the investment, and the final result is that PAG and other investors jointly hold 60%. PAG's investment has expired, and this time it may replace the old investment with others. Huang Lichong analyzed.
Second, it is not entirely certain that PAG will contribute the amount, proportion of investment, and whether it will definitely invest, and the announcement did not mention it. According to the new plan, it is still unknown what will happen to the board structure of Zhuhai Wanda Commercial Management once new investors enter.
At the same time, the new agreement specifically mentions that "on the issue of listing, new investments will no longer have a VAM agreement." Wanda said, "We will work with PAG and other important shareholders to further optimize the company's corporate governance, maintain the stability of the management team, and jointly support the company's long-term development." ”
So, without the strong constraints of VAM, will Lao Wang continue to work hard for the listing?When new investors re-enter, will they give up their dreams of going public?
Once, going public in Hong Kong was a big gamble for Wang Jianlin. Since the first submission in 2021, Zhuhai Wanda's listing road has been nearly three years, the prospectus has failed three times in a row, and the prospectus was submitted for the fourth time in June this year, but so far it has not received the "customs clearance document".
In the past three years, Wanda has also continued to deliver a profit report card that satisfies investors. According to public statistics, Wanda's after-tax profit in 2021 will be 5.3 billion yuan, 7.5 billion yuan in 2022, and 9.5 billion yuan in 2023 (estimated), with an annual growth rate of 34%, and the equalization line has achieved its profit target.
According to Wanda's official data, the number of commercial centers managed by Zhuhai Wanda Commercial Management has grown from 417 to 494 in the past two years, with an average annual growth rate of about 9%. Zhuhai Wanda Commercial Management is now the world's largest commercial management company in terms of commercial area under management.
PAG's investment has swept away the long-standing haze for Wanda. But this gambling drama has not yet reached the moment of the real end.
Author |Lee teased.
Edit |Sun Chunfang.
Operations |Liu Shan.