Internal financing channel refers to opening up sources of funds from within the company to raise funds needed for mergers and acquisitions. Including:

1. Enterprise's own funds

The enterprise's own funds are the funds accumulated by the enterprise in the process of development, which are often held, can be controlled by itself according to regulations and do not need to be repaid. Enterprise's own funds are the safest and most secure source of funds for enterprises. Under normal circumstances, the internal self-owned funds available to enterprises mainly include after-tax profit retention, idle assets sale and accounts receivable.

2 unused or undistributed special funds

This part of the funds is a reliable source of funds before use and distribution. Once these funds need to be used or distributed, enterprises can pay in cash in time. Special funds mainly refer to funds used for economic activities such as renovation, repair, trial production of new products and production development. Judging from the long-term average trend, this is a part of the relatively stable capital flow that can be maintained within the enterprise, which has long-term possession and can also be used for mergers and acquisitions under certain conditions.

3. Taxes and interest payable

Although from the balance sheet, tax payable and interest belong to the nature of debt, but from the long-term average trend, their sources are still within the enterprise and belong to a source of internal financing. External financing channels refer to enterprises opening up funds from the outside and raising funds needed for mergers and acquisitions from economic entities outside the enterprise (including existing shareholders and employees of the enterprise). External financing channels can be divided into:

1. Direct financing

Direct financing refers to enterprises directly financing the society without intermediaries (such as banks and securities companies). Direct financing is a financing channel often used by enterprises. In the United States, 70% of corporate financing is achieved through the securities market. From an economic point of view, direct financing can maximize the use of idle funds in society, form a diversified financing structure, reduce financing costs, and at the same time raise the visibility of the company by issuing securities. Enterprises can raise funds by issuing common shares, preferred shares, bonds, convertible bonds and warrants.

2. Indirect financing

Indirect financing refers to enterprises borrowing funds through financial market intermediaries, mainly including loans from banks and non-bank financial institutions (such as trust and investment companies, insurance companies and securities companies). Indirect financing is mostly in the form of debt, and its influence is similar to that of issuing bonds by enterprises. The difference is that, on the one hand, the intervention of financial intermediary organizations simplifies the financing operation, but it also increases the financing cost; Second, enterprises are under great pressure from banks and other financial institutions.

Second, what is unique about M&A loans issued by trust companies?

(1) Flexible trading structure. Trust has strong flexibility at the transaction level, and can participate in various acquisition modes by issuing trust plans, setting up M&A funds, and cooperating with external institutions. , and can adopt structural design such as the combination of stock and debt, prioritization, reasonably enlarge leverage, flexibly allocate funds, and effectively control risks.

(2) experience in structured financing. In the past, the industry has accumulated rich experience in mezzanine financing and structured financing, which can be transferred to non-real estate and real estate fields.

(3) the ability to invest a lot of money. Trust companies can raise funds in the form of fund trust and single fund trust, with simple procedures, and can raise large amounts of funds in a short time by amplifying leverage. When the number of M&A loans of banks is limited, trust will form dislocation competition.

(4) Privacy helps the acquirer to make acquisitions without exposing customers.

Third, how do SMEs finance?

Small and medium-sized enterprises play an important role in China's economic development. However, due to the characteristics of small and medium-sized enterprises and the imperfection of China's financial system, financing difficulty has always been a bottleneck restricting the development of small and medium-sized enterprises and an important factor hindering their rapid development. Therefore, analyzing and studying the financing status of small and medium-sized enterprises in China and helping them find effective financing ways will help them to use financial financing means reasonably and solve their financing problems. The following financing methods are for reference. I. Bank Financing Bank loans are the most conventional and lowest-cost financing means. Direct bank loans generally require enterprises to provide relevant counter-guarantee measures, which can be credit, guarantee, mortgage, pledge, lien and so on. But the most common, simple and feasible methods are fixed assets mortgage, rights pledge and guarantee company guarantee. Therefore, small and medium-sized enterprises must combine their own characteristics, sort out their own off-balance-sheet and off-balance-sheet resources, and find their own methods. Common methods are: 1, fixed assets mortgage loan. Banks generally use different discount rationing loan lines according to different fixed assets. Machinery and equipment are generally discounted 1-3. At present, most banks no longer use equipment mortgage loans because it is difficult to dispose of equipment when risks arise. 50% discount on general loans for land and commercial facades; The maximum loan for houses and office buildings is 30% off. For some enterprises with large scale, stable cash flow and heavy assets, some banks have launched the sequential mortgage business for the needs of business competition, that is, the mortgaged assets are mortgaged again and registered, which greatly improves the borrowing ability. In order to increase the financing amount of fixed assets mortgage, enterprises can mortgage fixed assets to guarantee companies, which will guarantee loans to banks. The amount of secured loans can generally reach or exceed the assessed value of fixed assets. For example, enterprises apply for loans from banks with their own commercial doors, and the evaluation value of commercial facade is 6.5438+million yuan. Enterprises can generally obtain a loan amount of 5 million yuan through direct loans from banks; However, if you apply for a loan from a bank through a guarantee company, you can get a bank loan amount of 6.5438+million yuan to 6.5438+0.5 million yuan. If the assets owned by an enterprise have a stable cash flow (including but not limited to fee income, rental income and other operating income) as the repayment source, and the related operating assets are expanded, rebuilt and decorated, the operating assets can be used as loan collateral and the accounts receivable related to operating income can be used as pledge to apply for a relatively long loan from the bank, which is commonly known as operating property loan. Operating property loans can generally apply for higher loan amount, longer loan term (3-8 years) and flexible repayment methods (monthly interest payment, lump-sum repayment at maturity, or installment repayment and monthly interest payment, etc.). ) .2. Transfer of rights. (1), right transfer. Also known as factoring business. Enterprises will transfer the accounts receivable generated after selling goods or providing services to banks, and banks will provide financial services for accounts receivable loans and accounts receivable management. This kind of loan needs to provide two elements of accounts receivable: first, accounts receivable are accounts receivable of large enterprises recognized by banks; Second, large enterprises need to confirm the transfer of accounts receivable claims. This kind of financing is mostly used for upstream and downstream customers in the industrial chain. (2) Accounts receivable pledge or invoice financing. After an enterprise sells goods and issues invoices, it can take the generated accounts receivable as pledge, register the pledge, and apply for short-term loans from banks. When the bank handles this kind of loan, if the accounts receivable cannot receive the money after the maturity, the loan enterprise needs to buy back the invoice and repay the corresponding principal and interest, so this kind of loan is relatively inflexible. At present, some guarantee companies use invoices as collateral. When accounts receivable cannot be recovered, the loan term can be extended to one year or longer by replacing invoices and accounts receivable. (3) Discount financing of bills of exchange. Enterprises obtain loans from banks by fully endorsing and transferring bank acceptance bills. At present, banks generally discount bank acceptance bills, but it is difficult to discount commercial acceptance bills issued by enterprises. 3. Movable property. At present, more than 60% of the total assets of small and medium-sized enterprises in China are movable property such as accounts receivable and inventory. How to make movable property play the role of financing is difficult to promote in most banks at present, mainly because the supervision of movable property is not in place. However, if the logistics supervision enterprise is introduced to supervise the movable property, the loan can be processed after signing the supervision agreement of commodity financing pledge. 4. Credit loan. (1), domestic letter of credit financing. At present, some domestic banks have carried out domestic L/C loan business, that is, for trade-oriented enterprises, they can apply to the host bank to open a domestic L/C, issue a payment commitment to the seller, and promise to pay the seller when the documents meet the conditions stipulated in the L/C, which is also a popular financing method at present. (2) M&A loan. For high-quality customers who meet the national industrial policy and bank credit policy, have high industrial or strategic relevance between the acquirer and the target enterprise, and the M&A transaction is legal and compliant, they can apply to the bank for an M&A loan to pay the M&A transaction price. (3) Joint loans and joint guarantees. This is the most common credit loan model developed by banks. It is mainly aimed at customers in markets, associations and parks, initiated by their management committees and associations, and applies for short-term loans from banks with 3-7 customers who know each other and trust each other as the main body of joint guarantee loans. Different banks have different regulations on this kind of business, mainly in the margin ratio, loan amount, loan subject requirements and so on. Usually, the single-family loan amount is controlled within 5 million yuan. 5. Standard factory mortgage loan. In the era of industrialization, enterprises specialized in building industrial plants appeared. The standard workshops built by enterprises are generally universal, complementary and standardized, and are sold to small and medium-sized production enterprises. Small and medium-sized enterprises often have a shortage of liquidity after buying factories, so some banks have launched mortgage loans for small and medium-sized enterprises that buy factories in the park. Generally, SMEs need to pay 30% down payment, and the longest repayment period can reach 7 years. Second, mezzanine financing mezzanine financing is a new financing method, mainly the financing method of equity claims. The financing institutions that adopt this method are mainly investment companies and private equity investment fund companies. This way can solve the problem that enterprises can get much-needed financial support without collateral and other counter-guarantee measures, that is, enterprises will transfer part of their shares, but eventually they will buy back their shares and pay some income in the future. This kind of financing costs more than bank financing. 3. Trust financial trust refers to the act that the principal entrusts its property rights to the trustee based on his trust in the trustee, and the trustee manages or disposes in his own name for the benefit of the beneficiary or for a specific purpose according to the wishes of the principal. In 2008, trust companies first launched trust products for small and medium-sized enterprises in China. Since then, trust financing has also become an important source of financing for SMEs. At present, there are two ways for domestic trust to finance small and medium-sized enterprises: first, trust companies collect funds in the form of trust contracts and directly provide loans to individual small and medium-sized enterprises; The second is to introduce the government and guarantee institutions to form a multi-party cooperation model of "politics, credit, enterprises and insurance". Recommended by the government and guaranteed by the guarantee company, a number of small and medium-sized enterprises with financing needs form project loan packages, trust companies issue trust products, and the funds raised are invested in packaged small and medium-sized enterprises. Fourthly, the financial leasing mode is mainly based on the financing mode that SMEs get loans by buying new equipment or selling repurchased equipment, which can promote the technological upgrading and industrial upgrading of core equipment of SMEs and optimize the financial structure of enterprises. Commonly used methods are: 1, financing lease of newly purchased equipment. When the enterprise has no money to buy equipment, it can apply to the leasing company, which will buy new equipment from the equipment supplier and lease it to the enterprise for use. After the lease expires, the equipment will be owned by the enterprise. 2. Lease the own equipment after it is sold. Small and medium-sized enterprises can sell their own equipment to leasing companies at fair value, and then lease equipment from leasing companies in the form of financial leasing, so as to obtain funds to invest in the equipment. V. Asset management companies Financing Asset management companies mainly purchase and operate non-performing assets divested by financial institutions. After the disposal of non-performing assets, asset management companies have a lot of funds, but their business scope determines that their funds can only be used to purchase non-performing assets and cannot be used to issue loans. A large number of idle funds need to find a way out, so disguised financing has become the way out for asset management companies to find benefits. The specific approach is: SMEs can first borrow from banks or companies, and then the loans will be acquired by asset management companies in the form of non-performing loans to achieve disguised financing. Private placement bond, a small and medium-sized enterprise in private placement bond, is a corporate bond issued by small and medium-sized enterprises in a private way, and it is agreed to repay the principal and interest within a certain period of time. Private placement bond is one of the most important innovations in the capital market. It is a highly market-oriented product and does not require administrative approval. It is issued by filing, and there is no financial index requirement for the issuing enterprise, no mandatory credit rating and upgrade, and no special restrictions on the use of raised funds. The scale of bond issuance by a single enterprise is between 30 million yuan and 200 million yuan, and the issue interest rate is between 7% and 1 1%. It can be said that compared with other financing channels for small and medium-sized enterprises, private debt raising for small and medium-sized enterprises is more convenient, efficient and flexible. Seven. Fund financing in the United States, fund financing is the main channel for SMEs to obtain financing, and half of the funds for SMEs come from funds; In China, more than 90% of SME financing comes from bank loans, and fund financing is just emerging. However, private capital is rapidly entering the fund industry, and a large number of venture capital funds, venture capital funds and industrial investment funds have been set up to seek high-quality and growth-oriented SMEs. First, small and medium-sized enterprises can seek cooperation with the fund to obtain development funds; Second, for high-quality projects, fund companies can be set up to raise funds from specific targets and solve the source of project funds. Of course, it is difficult for SMEs to raise funds. On the one hand, the macro-financial policies and financing systems faced by small and medium-sized enterprises need to be improved, which cannot meet the necessary capital needs for their development. On the other hand, because the credit quality of small and medium-sized enterprises is relatively poor, information asymmetry increases the difficulty of financing for small and medium-sized enterprises. To solve the financing problem of small and medium-sized enterprises, we need to solve it according to the actual operation, upstream and downstream situation, credit situation, industry situation and project situation of small and medium-sized enterprises.