I Am a Nobleman in England

At the beginning of the negotiation, the bomb that Arthur threw really surprised the five controlling shareholders of AMC. They 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's acquisition of AMC The determination was not as great as they thought.

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

Although the attitude expressed by Arthur did play a role in the negotiations, there is still no way to change the confident and confident mentality of the five major controlling shareholders, especially on the issues of debt and IPO, and they are uncompromising at all.

I got stuck as soon as I came up. After two hours of negotiations, there was almost no progress. This made Arthur behave like the five major holding funds. If you want to buy it, you can follow our price. His face was really helpless and angry.

"These greedy bastards!"

Arthur, with a gloomy face, led his men out of the building where the Sky Shed Holding Company was located, got into the car, and 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, they even wanted to throw the repayment of short-term debts to Arthur. What's more, they wanted Arthur to promise that if AMC was listed in the future after his acquisition was successful, they would issue bonds , the five of them should be the underwriting syndicate.

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

In the carriage, Arthur narrowed his eyes slightly, and said with a mocking sneer, to be honest, the acquisition of AMC theaters this time, and the fight with these old Wall Street foxes, will either lose an excellent business opportunity, or become the god of war again.

He wants to keep the interest on the new debt as low as possible and extend the borrowing period as much as possible. At the same time, he also needs to face the meat of the five major private equity fund shareholders to minimize the transaction price of AMC's equity.

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

"Hehe, 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 order, the person in charge of the negotiation with the same car couldn't help but his eyes lit up, and he hurriedly replied: "Understood, I will call the other party immediately to make an appointment."

Arthur looked at the subordinate who took out the mobile phone, the corners of his mouth slightly raised, leaned back on the car seat, tapped the armrest of the car seat with his fingers, narrowed his eyes slightly, and sneered.

To be honest, it is extremely difficult and extremely important to know yourself and your enemy in a cross-border acquisition across the Atlantic Ocean. Whether the management is an enemy or a friend is undoubtedly the top priority. In the case of mergers and acquisitions, what kind of countermeasures should the management adopt? Confrontation, wait-and-see, or cooperation? Much depends on the attitude and actions of the buyer.

In the history of mergers and acquisitions, for the original management, the buyer can use thunderbolt means to force the exit, or can use sugar-coated bullets to lure the exit. The term in the mergers and acquisitions field is "golden parachute". plan.

And Arthur has already thought about it, he wants to pull AMC management members into his camp, tie himself and the management deeply to acquire AMC

You know, no one except management knows the full picture of AMC's operations. He wouldn't have attempted to buy AMC without the protection of management.

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 in the acquisition industry. The initiator must understand his target company,

Because the ultimate success of a merger depends on the acquirer identifying exactly how much debt the company can take, figuring out exactly which budgets can be cut and which businesses should be sold to repay loans.

Any lapse in decision-making could prompt banks to demand early repossessions, details of which only management knows. Otherwise, wrong calculations or incorrect projections can leave both parties in huge debts.

When buying the coastal power plant, Angela, his financial advisor, said that in some ways, the merger is like buying a used car. An acquisition target's annual financial statements and some public filings are like classified ads. These materials contain as much useful information as advertised, but a seasoned acquirer knows that a savvy accountant can selectively disclose information based on the company's interests.

An Jilai also explained that after seeing the ad, a person who buys a used car will communicate with the owner, check the car himself, and then drive the car around for a few laps. Compared with buying a second-hand car, the buyer must accurately determine how many kilometers the car can run, which parts need to be replaced, and what maintenance and repairs will be done in the future. If the car sellers don't let the buyer kick the tires to see if they are strong, the buyer will only stay away from this used car.

If you want to take the initiative, you must convince the management. Only in this way can we see all kinds of confidential information of AMC, and only with the help of the management, can Arthur know where to get 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 how much AMC should cooperate.

If management doesn't 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 are also available. They don't have to feel bad about money.

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

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

Of course, they will accept all the bills and give cash compensation. Arthur will not be stingy in this regard, as long as he can more effectively persuade the management to cooperate, it will be fine if Arthur is more arrogant!

"Boss, Gary Lopez agreed to the appointment, he seems very surprised that we found him so soon..."

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

Getting the right bid price is everything for acquirers, because the higher the price, the more debt the company takes on. Even the best companies can be overwhelmed with too much debt.

And the only ones who are familiar with these data are the management of AMC. As the CEO, Gary, he is more aware that anyone who wants to acquire AMC cannot bypass them.

If the five major funds treat the management so slowly, they will eventually suffer! Arthur sneered. In the previous negotiations, it can be seen that the five major controlling shareholders have been ignoring AMC's management. During the entire negotiation, Gary Lopez, as a representative of the management, did not say a word. Like a bystander who has nothing to do with himself.

"But I am different. My philosophy is, everyone makes a fortune together! Giving benefits to the management has never been my expedient measure for the success of mergers and acquisitions. The acquisition and listing of coastal power plants is a good example, isn't it? Next, I'm going to throw them a whole compensation package and tie management to my AMC tank..."