Guide
If you can acquire 83.33% stake in LeTV Building for 1 billion yuan, this is a very cost-effective transaction even after the risks and complications. After years of development, the private ophthalmic hospital chain has a bright future.
Music as 'plot' wave after wave of ups and downs.
On January 23, LeTV held the Investor Presentation on Terminating Significant Assets Reorganization and the Company's Operation, Chairman Sun Hongbin, General Manager Liu Shuqing and Chief Financial Officer Zhang Wei attended the meeting and responded to the concerns of investors. Such as the resumption of shares after the company, debt, music as the industry restructuring, the company's actual controller and operations, etc., and announced that the 24th will resume trading.
On the day before, LeTV released a clarification announcement, again affirming that as of November 30, 2017, a large amount of accounts receivable, other receivables, prepayments, and other arrears formed between listed companies and related parties controlled by Jia Youting The balance reached 7.531 billion yuan, involving more than 50 related parties.
Music as the debt problems rampant, one side of the box, the two sides for the debt geometry tangled unclear; the other hand, the end of 2017 Le Mans Building came out for sale has not yet reached the ground, the recent emergence of its potential buyers Alphthalmol (300015) figure .
'Ireland ophthalmology want to buy Music as Beijing headquarters building, the building's location and qualifications better,' January 23, a source told 21st Century Business Herald reporter, 'At present the two sides may not have the price Talk, but if the deal is reached, for Ireland and LeTV is a better choice. 'It is reported that Ireland Eye ophthalmology plan to start this organization.
Previously Music House repeatedly mortgage, property rights people Hongtai Xintai equity was frozen, how to control the legal risks of the transaction is the primary issue. LeTV behind the heavy debt risk, how to choose a specific transaction and operation, is between the buyers and sellers problem.
Who is 'Pan Pan'
LeTV Tower is located near the Chaoyang Park in the East Fourth Ring Road in Beijing, with a total area of about 20,000 square meters, although it is not as good as the area of the World Trade Center, it is also an extremely advantageous geographical location, especially in the vicinity of many upscale residential areas.
In 2014, Jia Youting purchased Hongcheng Xintai Building and renamed it as LeTV Building, becoming the headquarters of LeTV Group, belonging to the assets of LeTV Holdings.
In November 2016, LeTV Holdings pledged Le Leh Building as a pledge to facilitate the acquisition of equity interests and obtained 1.4 billion yuan of financing.
According to the announcement of the State Enterprise Information Credit System, in June 2017, LeTV Holdings pledged Hongcheng Xintai to Chongqing LeTV Commercial Factoring Co., Ltd.
At the end of 2017, some media outlets reported that a number of intermediary companies linked up the news of the sale of the LeTV Building at a total price of $ 1.4 billion. At the time, the industry considered it very difficult to get rid of the debt because of the complexity of the debt relationship behind LeTV.
In early January 2018, it was reported that Ireland ophthalmology would like to find a suitable target in Beijing to invest in the construction of the headquarters, which is exactly what the LeTV Tower is looking for. 'On the one hand, Ophthalmology Hospital can carry out business; on the other hand, Ireland also has a large number of office needs. The above insider think.
Ophthalmology is a national chain of professional ophthalmic medical institutions, engaged in various types of eye disease diagnosis and treatment, surgical services and medical optometry, the current headquarters in Changsha, Hunan. 2016 Annual Report shows that in 2016 operating income of 4 billion yuan, an increase of 26.37%; net profit of 557 million yuan, an increase of 30.24%.
On January 10, 2018, Aier Ophthalmology Co., Ltd. released the "Notice on Capital Increase in Implementing Project of Raising Investment with Raised Funds" and claimed that the Company issued 62 million non-publicly held RMB ordinary shares (A shares) in December 2017, each Unit issue price of 27.60 yuan to raise funds totaling 1.72 billion yuan, net of issuance-related expenses after the actual net proceeds of 1.7 billion yuan.
Among them, the capital raised by the capital investment projects and the use of funds raised in the first plan for the 'Al headquarters building construction projects' with a total investment of about 1.183 billion yuan to raise funds to invest a total of 846 million yuan. And make a statement that' Guarantee the smooth implementation of raise investment projects, agreed to use non-public offering of shares to raise 800 million yuan to Hunan Jiaxing Investment Properties Co., Ltd. for capital increase, for the headquarters building in Ireland.
January 22, Phil Ophthalmic chairman of the Office of Public Relations Manager Feng Shi Ni in response to 21st Century Business Herald reporter said in an interview, for El Center for Eye care whether to buy LeTV building, said 'is not clear, do not know this thing.'
Reporter asked a number of music related parties, as of press release, only music as the new public relations department responded that the current 'Music as building office are still in normal operation, did not hear the music building was sold or to be removed.' No one responds to this issue.
1.4 billion expensive
LeTV as complex property relations, according to informed sources, at present its first-ranking mortgage person is Zhejiang Zhongtai, the actual controller is the implant group.
In a deal planned for the 21st Century Economic Reporter, he said: 'Since China and Thailand invested 1.4 billion yuan, LeTV pledged a portion of the shares of Yi Yi to equity in addition to LeTV Tower. Therefore, there is no real mortgage value of LeTV Tower 100 million yuan, the current market price can not reach the price.
Ai Er ophthalmology want to win the music as the price of 1 billion building?
For El ophthal, LeTV Tower has a geographical advantage of being close to Beijing's new middle-class and high-net-worth individuals. "Cash flow should not be a problem. If a listed company succeeds in buying an undervalued asset, its shareholders' rights and interests will definitely be one Good thing. "In an interview with 21st Century Business Herald, a medical investor believes the major issue is how to design the transaction structure and the policy of no longer getting a new batch of general hospitals in Beijing's Fifth Ring Road. 'Specialized hospitals should be OK, but if To do eye hospital, the structural transformation within the building may be larger.
LeTV is more sensitive to the price, how to make the final price to fully cover its claims, and let the mortgagee to issue the consent form is the primary issue.
Le Music Building is an office building, the price needs professional assessment, and the location, decoration and other factors related to personally think that the price of 1 billion is greatly underestimated, 'Beijing real estate person to 21st Century Business Herald reporter explained,' generally Said that the entrusted loan is about 5-6% of the appraised value. Therefore, the valuation of LeTV Tower should be over 2 billion yuan in November 2016.
As for the specific agency and potential buyers, an industry source at Colliers said to 21st Century Business Herald. "The information that is generally publicly available like this may not be as reliable as the real agent's intermediary There may be 4 to 5 potential buyers, the transaction volume, there is not heard more specific situation.
Different mortgage rates vary, generally speaking, financial institutions require a higher mortgage rate is relatively low quasi-financial institutions, which also mixed with commercial considerations, and for financial institutions and creditors in Zhejiang, Thailand, it is clear Music Building The lower the mortgage rate, the more secure.
Trading Structure and Debt Risk
To buy music in the whirlpool of music as building, then the disk who are facing the risks?
First of all, if the equity interest in LeTV Tower held by LeTV Holdings is pledged and the LeTV Tower is mortgaged to Zhejiang Zhongtai, the transferor will face the issue of how to obtain the consent of the mortgagee.
'Security Law provides that without the consent of the mortgagee shall not be transferred to a third party mortgaged unless the buyers and sellers agree on behalf of the third party or obtained the consent of the mortgagee can not transfer, can not sell, The mortgagor has one veto. "One lawyer explained in an interview with 21st Century Business Herald that the general mortgagee's consent may be subject to a retention clause.
From the point of view of commercial transactions, the solution is very large.
In the transaction structure obtained above, if the mortgagee Zhejiang Zhongtai exercises its first-pass right of mortgage and relocates the LeTV Mansion as a judicial auction, it will mask more legal risks for Elder Eye.
However, the choice of judiciary auction process, may face the problems are: how to choose the evaluation of auction institutions, assessment methods, the above lawyers said that 'Courts generally respect the conclusion of professional agencies, but this conclusion has some flexibility and Uncertainty: For example, the intervention by both parties in the process will have a great impact on the final transaction price, and there are still some exceptions such as streaming, overly long procedures and complex situations, and how to choose mainly different investors.
Trading methods to some extent also affect the transaction price.Generally can take cash or equity trading and other modes, such as the mortgagee approved all-cash transactions or most cash can join the cooperation of the way, in general, the latter lower prices , Cash to join the shares of the way is conducive to locking cooperation and reduce costs, but will have a rival with Ophthalmology peer competition.
Suppose the trading scheme is as follows: The total transfer price of LeTV Building is 1 billion yuan and the taxes and levies are 200 million yuan, a total of 1.2 billion yuan. Both parties will cooperate with each other by cash to join the shares. Elco will invest 1 billion yuan (83.33%), Contribution 200 million yuan (16.67%).
Sino-Thai registered project by the company, the registered capital of 200 million yuan and the actual capital contribution, China and Thailand hold 100% stake; China and Thailand exercise of the mortgage, the application for music auction House auction to ensure that the project company bidding success; project companies to pay taxes And transaction fees.China and Thailand to Hongcheng Xintai revocation of the mortgage, and the project company to form a 10 billion claims.China and Thailand with 1 billion yuan of debt to the project company capital increase, capital increase project company registered capital of 1.2 billion yuan, China and Thailand A 100% stake.
The Company also acquired 83.33% of the equity interest in the project company from Al ophthalmology with a cash consideration of RMB 1 billion (including the deposit). Project The Company's business scope increased its operations in the ophthalmic hospital and started the operation of the LeTV Tower as a healthcare facility.
If using the above transaction structure, the above lawyers believe that the non-cash payment of the valuation needs to be involved in the issue, mainly by their own judgments, portfolio payment in practice is also more common how to assess a variety of basis, such as involving financial Data, balance sheet, income statement, net assets, cash flow, etc. 'The conclusion of the assessment will certainly have an impact on the cash flow to be paid by the buyer, but it will have little effect on the overall transaction price. It is imperative to evade judicial risk indirectly, but it should be noted that if the Shanghai Equity Interests is also pledged, capital increase or equity transfer will be problems to be solved.
In addition, another layer of risk to sell LeTV Building comes from the liquidation sequence, and because different creditors have different priorities, 'the first mortgagee has priority, but not only this one priority mortgage, Law has a lot of claims have priority, such as employees of labor claims, construction funds, etc. If the mortgagee and the plate side, the music as the top management consulting, it is also possible to sell music building can only mortgage creditors debt, weakness Pay off employee debt.