Chapter 361 Business Actions
The blue book is not thick, but there are nearly twenty pages, even if Su Peng read it quickly, it took five minutes to read it all.
"Is this your plan?"
Su Peng looked at Huo Lin with some doubts, and threw the blue book in his hand over.
"Yes, although this plan is a little risky, it can ensure the efficiency of your capital use to the greatest extent, Mr. Su. Leighton understands that there is a more than 80 percent chance that she will accept our offer. ”
"Is that so......"
Su Peng listened and tapped his fingers on the leather sofa.
I have to say that Merrill Lynch's plan does have merit.
"I have some financial knowledge, according to what you mean, I can't get any equity in Merrill Lynch for the time being?"
Su Peng tapped his fingers on the sofa, and suddenly raised his head and asked.
"That's true...... However, please trust the judgment of Merrill Lynch's legal counsel and financial psychology experts, and act according to the plan in the plan, although you will not be able to obtain the equity of Leighton Company in a short period of time, you will be able to achieve your goal. ”
Huo Lin stood in front of Su Peng like a housekeeper and said to Su Peng.
"Is that so......"
Su Peng groaned and began to think about the contents of this blue book.
This plan is actually very creative, and its specific display is that Merrill Lynch's investment adviser does not recommend Su Peng to acquire Leighton now.
Because according to the feasibility report given by the other party, if Su Peng does this, in a short period of time, it will pull up the shares of Leighton Company, so that the other party will get a relatively good-looking financial statement, according to these, they can apply for additional shares. Obtain capital by issuing more shares.
In this way, the other party can get out of the predicament, Su Peng can only get a small part of the shares, unable to achieve his goal, and this small part of the shares will be thinned by the shares that Leighton Company continues to sell, so it will really be a wedding dress for others.
Merrill Lynch's plan was not to acquire Leighton, but to use Su Peng's money. Purchase the bonds issued by Leighton Company under the legal treaty, and then sign some restrictive ancillary documents with Leighton Company, and at the same time, sign a VAM contract.
Su Peng has a little understanding of financial knowledge, and generally knows the difference between stocks and corporate bonds.
Stocks, in fact, to put it bluntly, are roughly equivalent to the nature of several people partnering to do business, regardless of whether the business is losing money or making money. The principal will not be returned in full, but dividends will be distributed proportionally.
That is, to buy shares if the value of the company decreases. Your principal decreases, the company's assets grow, the value of your shares increases, and the company pays dividends. You will be able to pay dividends according to the shares, that is, the amount of the partnership.
Because you are one of the funders. You have a certain say in the company's affairs, and you can even directly do specific positions to run the company.
Corporate bonds are a different way.
The company issues bonds, the buyer is equivalent to the borrower, lend money to the company, the company and the bond owner is not a joint venture relationship, the owner of the bond is the creditor, but does not participate in the specific operation of the company, and the principal is guaranteed, to the maturity of the company must return the principal in full, and in addition to the principal, there is a certain amount of interest.
This interest, half of it, will be higher than the bank's interest.
However, in general, creditors do not participate in the specific operation of the company, and do not have the right to convene a board of directors and serve as executive directors in law, and can only indirectly achieve their goals by exerting pressure.
The rights and obligations of the equity holder and the creditor are different, and the legal priority of the creditor is the preferential equity holder, if the company goes bankrupt, the company's assets should be returned to the creditor first, and then the equity holder will be returned until all the assets of the creditor are repaid.
Merrill Lynch's plan is a plan for Su Peng to borrow at least $400 million to buy Leighton's corporate bonds, and then obtain the rights of directors through indirect means.
These indirect means include four authority contracts and one VAM contract.
The authority contract includes: 1. After Su Peng purchased the bonds of Leighton Company, the board of directors was convened to give Su Peng the qualification of equal equity for the corresponding claims within the repayment period of the bonds, that is, to obtain the status of becoming a shareholder without equity after the resolution of the board of directors.
Second, the board of directors recognized that Su Peng had the qualifications of a special director of the company before the debt was repaid, and delineated that Su Peng had the right to convene a board of directors meeting.
Third, before Su Peng's debts are repaid, he automatically obtains the qualification of executive director and obtains the right to dispatch subordinate organizations in the company.
Fourth, the above rights, except that all directors unanimously agree to invalidate the rights and repay Su Peng's funds, shall take effect immediately.
These four articles are not in the regular rules of the Company Law, but are a bilateral agreement between Su Peng, as a legal person, and Leighton Company.
According to Huo Lin, let Su Peng trust the negotiators of Merrill Lynch, and this matter will definitely be handled clearly, so that Su Peng can get what he wants.
"It sounds good, but it's a little complicated, and you'll be sure it won't go wrong?"
Su Peng was the most embarrassed, and after thinking about it, he still felt that this matter was quite reliable, and if he became a creditor but obtained the rights of the equity owner, it could also be considered.
"There will be twists and turns, but the goal will be achieved."
Huo Lin swore an oath, he said confidently: "We have found a very reputable commercial company to buy information, for the current situation of Leighton company, we may know more than themselves, most of the people in Leighton company, most of them are looking forward to a sum of money to solve their predicament, and most of their shareholders are not people with a strong desire to control, they just hope to make money, for the board of directors, there is one more gentleman like you, I don't care." ”
"That's fine...... If you are sure, then let the people of Leighton be dismissed as soon as possible. ”
Su Peng said to Huo Lin, Huo Lin was a military order, and he was also full of enthusiasm at this time, Su Peng signed the authorization procedures for this financial action, and Huo Lin immediately began to run, contacting Merrill Lynch's financial experts and negotiators, and preparing to contact Merrill Lynch.
Su Peng completely became the shopkeeper, and this matter was handed over to Huo Lin, which could be regarded as a test for him, if Huo Lin couldn't do it well, Su Peng would have to consider whether to change someone as his investment adviser or change an investment bank.
In the following days, Su Peng went online, practiced "Expelling Things", went offline, and pondered his skills in reality.
About three days later, Huo Lin took two more followers to Su Peng's villa to find Su Peng.
"How? Is everything going well? ”
Su Peng saw the joy on Huo Lin's face, and felt that this was almost done in his heart, so he asked him.
"Not yet, but it's just one step behind."
Huo Lin said, and then he took out the minutes of the meeting in the past few days, handed them to Su Peng, and said: "We contacted the helmsman of Leighton Company as quickly as possible, and thanks to the reputation of Merrill Lynch over the years, the other party seriously thought about our proposal, and issued an invitation to the board of directors to convene the directors of Leighton Company to discuss and vote at the meeting. ”
"However, before the board of directors was convened, the other party also put forward two conditions."
"The first condition is the quantity and timing of the purchase of Leighton's bonds, the total value of which is not less than $450 million, and which are non-transferable for a period of five years and cannot be requested for early return."
"The second condition is that you can consider establishing your qualifications as special directors and executive directors through a contract, but your priority in the company is in accordance with the equity of your creditor's rights, and will not be higher than the order priority of the chairman of the company and the equity exceeding your directors, and of course, it will not exceed the priority of the decisions made by the board of directors collectively."
Su Peng listened and frowned slightly.
After thinking about it, Su Peng said: "You can talk, but I have a few additional conditions." ”
"Bonds can be non-monopolistic and cannot be returned in advance, but the time should be shortened to less than three years."
"Moreover, I want a pre-emptive stock option, and after three years, I have the right to choose to subscribe for shares with the money I lent to Leighton or ask them to pay it back, and if Leighton's market value grows and the stock price increases, I ask to subscribe for shares at the price I borrowed at the time of the loan, and if their shares are lowered, I have the right to demand that they repay the interest."
"Secondly, the voting rights of independent directors in the company can be calculated according to what they say, according to the equivalent equity of our bonds, but the rights of executive directors should be elevated to the same status as the chairman."
Su Peng's two conditions, one is to ensure that his investment will not suffer, and the other is to obtain the right to use the violent organization of Leighton Company that he wants, if he does not have these two conditions, he probably will not invest in Leighton Company.
Huo Lin nodded, he stepped aside, and directly made the call.
It didn't take long for him to cover the microphone of the phone, walked over, and said, "The other party didn't say yes or no, but Ou Yani, the chairman of Leighton Company. Leighton's secretary conveyed that Miss Ou Yani invited you to attend the board meeting of Leighton in a day's time, and then discuss this matter with the directors of Leighton. ”
Su Peng listened to it and groaned for a while, but thinking about it, if he went to the meeting, he would not lose a piece of meat, and nodded: "Yes, reply to them, I will definitely be there then." ”
Huo Lin nodded, whispered a few words to the phone, and then closed the line.
Su Peng stood in the living room of his villa and took a deep breath.
Leighton's Ou Yani...... I don't know what kind of woman this is? ”
Su Peng thought to himself...... (To be continued......)