In the past two years, because of the family affairs of her son Wang Xiaofei and Da S, Zhang Lan has been frequently put on the top of the ** outlet, and netizens have mixed evaluations of her.
Now that Zhang Lan's live broadcast is doing well, some people think that she will only rub the heat, but as everyone knows, South Beauty, which she once founded single-handedly, has the title of "Love M in the catering industry".
But in 08, Zhang Lan made a bold and regretful decision that she still regrets, that is**10.53% of the equity received an investment of 200 million yuan from CDH Capitaland, most importantly, a VAM agreement was signed.
The agreement stipulates that Zhang Lan must ensure that South Beauty will be listed before the end of 2012, otherwise it will buy back 1053% equity.
As a result, due to various reasons, South Beauty failed to go public. So far, Zhang Lan's bet has failed.
First, the buyback clause in the agreement was triggered. At this time, the repurchase money has changed from 200 million to 400 million because of the 20% annualized interest, and Zhang Lan does not have so much money to repay.
This triggers the right to sell clause again. To put it simply, CDH sells the 1053% of the equity, the insufficient part, Zhang Lan's own equity will also be sold, and the equity repurchase money will be paid off first.
Now that it is time to sell the equity, CDH Capital no longer cares about how much money it can sell, so CDH arranges for the buyer to CVC. This is a strong European private placement**, whileIt only took three steps for CVC to kick Zhang Lan out of the shareholders' meeting at the lowest price to see how they operated.
Leveraged buyouts
CVC spent $300 million to acquire South Beauty. 300 million is 60 million out of CVC, and 1400 million, and at the same time private placement to raise from investors, the remaining 100 million from 60 million to 300 million, with five times the leverage, this kind of acquisition is called leveraged buyout.
Replace equity acquisitions with asset acquisitions
Generally, equity acquisition is commonly used, but the biggest problem with this method is that it is impossible to determine whether the target company has ** debt, which ultimately leads to the failure of the acquisition. Therefore, CVC only intends to acquire the high-quality assets of South Beauty, which is the brand of South Beauty.
The sao operation is coming!CVC set up a shell company, and after acquiring the brand, the shell company was renamed the new South Beauty. This operation not only ensures the quality and cleanliness of assets, but also saves taxes.
After the acquisition,CVC holds the new South Beauty 827% of the equity, Zhang Lan only 173%。CVC didn't stop there, and used the last vicious move to kick Zhang Lan out completely.
Judicial auctions
CVC borrowed from the bank with the new South Beauty 1400 million, pledge 100% of the equity to the bank, and then deliberately do not pay it back, waiting for the bank to sue, the bank will apply for enforcement after winning the lawsuit, and then auction the equity. The auction is bound to be discounted**, and CVC has found another company to buy 100% of the equity at a low price. Up to this point,Zhang Lan was completely elevated, and she completely lost South Beauty.
So did you find out?Capital is brutal and realistic. If the listing is successful, then the premium cash out, and if the listing fails, then you will be required to repurchase according to the agreed agreement, and if you have no money, you will sell the equity to pay off the debt. If you don't prepare in advance, you may end up with no bones left.
Therefore, entrepreneurs must be cautious when raising funds!If you don't understand it, you have to ask a professional lawyer to escort you and avoid falling into the trap of capital.