0 1 Compared with private loans, private equity and other financing methods, the cost of M&A loans is relatively low. Moreover, M&A loans will not have too many restrictions on the use of funds.
Compared with other channels, M&A loan has a longer term, which can meet the long-term capital use of enterprises.
Ensure the effect of increasing the control right of the enterprise to the target company. Because after the merger, the enterprise obtained the control right of the merged enterprise, which greatly improved the efficiency and working mode of the target company.
M&A loan is of great benefit to protect M&A information of enterprises. Compared with the openness of ordinary loans to M&A information, M&A loans can effectively hide M&A information.
It has laid a good foundation for future MBO, and this advantage is considered from a long-term perspective. It may not show up at first, but it will be effective after a long time.
Maximize the income from M&A, because in this process, the acquirer makes full use of financial leverage and reduces expenses, thus maximizing the income from M&A.
2. What are the repayment methods and sources of M&A loans?
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At present, with the rapid development of market economy, there are more and more mergers and acquisitions. Enterprises want to apply for M&A loans from commercial banks, so what are the repayment methods after applying for M&A loans? Bian Xiao compiled relevant information about repayment of M&A loan. Please read the following for details.
The loan is issued by the acquirer's enterprise or the acquirer's holding subsidiary to pay the equity consideration of the acquisition. It is a loan for financing needs arising from paid mergers and acquisitions, property rights and debt restructuring of other domestic enterprises and institutions. In the order of debt repayment, M&A ordinary loan is the best, but if the loan is used for equity acquisition, it can usually only be repaid through equity dividends. The actual control right of the target enterprise is controlled by the bank, providing bridge funds. "
It is understood that due to the consistent principle of prudence of the CBRC, this method fully stipulates risk prevention. For example, the amount of loans that both parties must purchase must not exceed the combined amount.
I. Repayment Method of M&A Loan
The amount of M&A loan should be reasonably determined by comprehensively considering the financing demand, profitability, M&A transaction risk of the acquirer and the financing situation of other banks. The sum of loans from our bank and other banks for this M&A transaction shall not exceed 50% of the funds required for the M&A transaction.
M&A loan period is generally not more than 5 years. Short-term M&A loans with a term of one year or less can be repaid by one-time principal repayment and installment interest payment; For medium-and long-term M&A loans with a term of more than one year, in principle, the repayment party shall repay the loan in installments and pay interest quarterly.
Second, the source of repayment of M&A loan is
1, from the target company
2, the source is the standard
3. From shareholders (actual repayers)
4. From operating cash flow, dividends or refinancing.
No matter what the source is, it is necessary to calculate and analyze the cash flow during the loan period, and pay attention to two points: 1. Calculate the extent to which M&A loans increase borrowing, and carefully consider the cash flow growth after mergers and acquisitions.
If the acquirer (the actual payer) is big enough to bear the risk of this merger failure, then it is very important to reduce the repayment responsibility to other actual payers and control his cash flow.
From the above, we know that the repayment method of M&A loan is still flexible, and different repayment methods can be selected according to the length of the term. There are many sources of repayment, but no matter which source, you need to bear risks. For more relevant knowledge, please consult a lawyer in Shenyang.
Extended reading:
Legal Risk of Stock Exchange Operation in the Process of Enterprise Merger and Acquisition
enterprise
Will wages rise after the merger and reorganization of enterprises?
Third, I want to know what financing advantages can be obtained after mergers and acquisitions?
For example, after the merger and acquisition of enterprises in the same industry, the production scale can be rapidly expanded, the same cost can be saved, and the use efficiency of general equipment can be improved; It is convenient to realize professional division of labor and cooperation in a wider scope, and adopt advanced technology, equipment and technology; It is convenient to unify technical standards, strengthen technical management and carry out technical transformation; It is convenient to uniformly sell products and purchase raw materials. After the merger and acquisition of other companies, it also belongs to the growth of enterprises, and its anti-risk ability, market influence, brand degree and credibility have all been improved, and natural financing channels and methods have also become wider. If necessary, I suggest you go to the investment and financing section to learn more about corporate financing.
Four. M&A loan management measures?
M&A loan is a loan issued by a commercial bank to an M&A enterprise or a subsidiary controlled by M&A company to pay the consideration of M&A equity. In order to promote the healthy development of M&A loan business and standardize the management of M&A loan business, the Measures for the Management of M&A Loan are formulated, and the necessary conditions for handling M&A loans are specified.
The Measures for the Administration of M&A Loans refers to the transaction behavior of M&A enterprises in China to merge or actually control the established and existing target enterprises by transferring existing shares, subscribing for new shares or acquiring assets, and assuming debts. M&A can be conducted directly between the acquirer and the target enterprise, or indirectly by the acquirer through its wholly-owned or holding subsidiaries with no other business activities.
M&A loan conditions
1. Open a basic deposit account or general deposit account with M&A Bank;
2. Operating in compliance with laws and regulations, with good credit status and no bad records such as credit default and evasion of bank debts;
3. Outstanding main business, steady operation, good financial position, strong liquidity and profitability, and obvious competitive advantage and good development potential in the industry or a certain region;
4. The credit rating is above AA- level (inclusive);
5. Comply with national industrial policies and M&A banking credit policies;
6. It has high industrial relevance or strategic relevance with the target enterprise, and the acquirer can acquire strategic resources such as R&D capability, key technologies and processes, trademarks, franchising, supply or distribution network of the target enterprise through mergers and acquisitions, so as to improve its core competitiveness;
7.M&A transactions are legal and compliant, involving national industrial policies, industry access, anti-monopoly, transfer of state-owned assets, etc. , and shall obtain or be about to obtain the approval of relevant parties in accordance with applicable laws, regulations and policies.
M&A loan business
The business process of bank M&A loan is divided into business acceptance, due diligence, risk assessment, business approval, contract signing and loan issuance. , and with reference to the current bank credit business related measures and regulations, strengthen professional management of the above main links.