I am a nobleman in England

At the beginning of the negotiation, the bomb that Arthur threw was indeed a surprise to the five controlling shareholders of AMC. He originally thought that the British guy on the opposite side was already a fish on the chopping board and could be slaughtered by them. Now it seems that the other party bought AMC’s The determination was not as great as they thought.

And the AMC management representatives who were marginalized in the negotiation were serious and indifferent from beginning to end, as if this negotiation had nothing to do with them.

Although the attitude expressed by Arthur did play a role in the negotiation, there is still no way to change the confident and confident mentality of the five controlling shareholders, especially when it comes to debt and IPO issues, they are not at all compromised.

I was stuck as soon as I came up. Two hours of negotiation, there was almost no progress. This made Arthur's performance of the five major holding funds, and he wanted to buy it at our price. If it is too expensive, you can not buy it. The face is really helpless and angry.

"These greedy bastards!"

With a gloomy face, Arthur left the building where the ceiling holding company was located and got into the car. He could not help but cursed angrily. Although he was mentally prepared, he did not expect that this group of Wall Street vampires would So arrogant, greedy and crazy.

Not only did they refuse to lower the price of the $1 billion equity price, but even the repayment of short-term debts, they wanted to throw it at Arthur. What was more, they wanted Arthur to promise that if his acquisition was successful, the future AMC would be listed. , Five of them will be the underwriting syndicate.

"Tm really treats me like a lamb to be slaughtered..."

In the carriage, Arthur squinted his eyes slightly and sneered with a mocking face. To be honest, this time the acquisition of AMC cinemas and this group of Wall Street old foxes will either lose an excellent business opportunity or become the god of war again.

He wants to keep the interest on new bonds as low as possible and extend the time of borrowing as much as possible. At the same time, he has to face the cuts of the five largest private equity fund shareholders and minimize the AMC equity transaction price.

He also knew that in the eyes of many people, even his subordinates believed that unless a miracle happened, his goal seemed almost impossible to accomplish.

"Hehe, help me make an appointment with Gary Lopez, the CEO of AMC. I invite him to dinner and want to chat with him alone!"

Hearing the boss's instructions, the person in charge of the negotiation with the car couldn't help but his eyes lit up and hurriedly replied: "I understand, I will call the other party right away."

Arthur looked at the subordinate who took out the phone, the corners of his mouth raised slightly, and he leaned back on the car seat, tapping the armrest of the car seat lightly with his fingers, narrowing his eyes and sneer.

To be honest, it is extremely difficult and extremely important to know oneself and the enemy for cross-border acquisitions across the Atlantic.Whether the management is an enemy or a friend is undoubtedly the top priority.In an M&A case, what kind of countermeasure does the management take, is it confrontation, watching the fire or cooperation?Much depends on the buyer's attitude and actions.

In the history of mergers and acquisitions, for the original management, buyers can either use blitz or sugar-coated cannonballs to retreat. The terminology in the M&A industry is "golden parachute", and they can also be tied together to share the interests and harm, so-called "golden handcuffs" plan.

And Arthur had already thought about it, he wanted to pull AMC management members into his camp, and deeply bind himself and the management to acquire AMC.

You know, apart from the management, no one knows the full picture of AMC operations.Without the escort of management, he would not try to acquire AMC.

Why is management so important?For buyers of mergers and acquisitions, a comprehensive and detailed investigation is impossible without the cooperation of management.Arthur can also be said to be a veteran of the acquisition industry. The initiator must understand his target company, because the ultimate success of the merger depends on the acquirer identifying exactly how much debt the company can bear and accurately calculating the budget. Can be cut, which businesses should be sold to repay loans.

Any mistake in the decision may prompt the bank to request the loan to be recovered early, and these details are only known to the management.Otherwise, wrong calculation methods or incorrect predictions will cause both parties to fall into huge debts.

When buying a coastal power plant, Angela, his financial adviser, said that in some ways, a merger is like buying a used car.The annual financial statements and some public information of the acquisition target are like classified ads.These materials contain a lot of useful information like advertisements, but the old acquirer knows that a shrewd accountant can selectively disclose information based on the company's interests.

An Jilai also explained that after the person who bought the second-hand car saw the advertisement, he would go to communicate with the owner, and personally check the car, and then drove the car around for a few laps.Compared with buying a used car, the buyer has to determine exactly how many kilometers the car can run, which parts need to be replaced, and what maintenance and repairs will be required in the future.If the car sellers don’t let the buyer kick the tire to see if it is strong, the buyer can only stay away from the used car.

If you want to take the initiative, you must convince the management.Only in this way can I see the various confidential information of AMC, and only with the help of the management, can Arthur know where to pull out the money, where to cut the budget without affecting the operation of AMC, and Which assets can be sold without affecting performance, otherwise, he can only wait outside the door or cross the river by feeling the stones.

Of course, according to US law, the acquired company must send someone to cooperate with Arthur's investigation, but the law does not stipulate the extent to which AMC cooperates.

If the management does not cooperate, the acquisition will be a disaster.The CEOs of American companies also understand the truth that wealth does not depend on wages and bonuses, but on equity and options.They don't need to feel sorry for money.

Therefore, the breakthrough point of Arthur's acquisition of AMC is to find the management, show his cards, and cooperate with the management candidly, but will never give up control of the company.

However, there are obstacles to cooperation with management.AMC's current private equity shareholder equity fund company once had an equity incentive, which was a stock option plan in 2004. If the control of AMC is transferred, the equity incentive implemented by the previous shareholder will automatically become invalid. What is the management loss?

Of course, it is paid in full and cash compensation is given.Arthur will not be stingy in this regard. As long as he can persuade the management to cooperate more effectively, how can Arthur be proud of it!

"Boss, Gary Lopez promised to agree to the appointment. He seemed very surprised that we were looking for him so quickly..."

"Unexpected? Not necessarily... You know, any successful leveraged buyout is inseparable from a series of data forecasts, profits, sales volume, and most importantly cash flow. These data can reveal the maximum amount of debt a company can repay Without affecting its operation, these data are the key to negotiations.

For mergers and acquisitions, a correct bid price is everything, because the higher the price, the more debt the company has to bear.Even the best companies can be overwhelmed if their debts are too heavy.

And the only one who is familiar with these data is the management of AMC. As the CEO, Gehry, it is even clearer that anyone who wants to acquire AMC cannot bypass them.

The five major funds will eventually suffer a loss if they treat the management so slowly!Arthur said with a sneer. In the previous negotiations, it can be seen that the five controlling shareholders have been ignoring the AMC management. During the entire negotiation, Gary Lopez, the representative of the management, said nothing. It's like an observer who has nothing to do with him.

"But I am different. My philosophy is that we all get rich together! The benefit to the management has never been my expediency for the success of M&A. The acquisition and listing of coastal power plants is a good example, isn't it? Next, I will also throw out a complete set of compensation system for them, and firmly tie the management to my AMC chariot..."