Original title: Wanda Film reorganization, Wang Jianlin Wang Sicong father and son cash 2.70 billion, is to collect money or cut meat?
Author/Jia Yang, Chihiro
When the class A share film and television company was lamenting in the capital battle, Wanda Film, which had been suspended for nearly a year, threw out a restructuring plan – priced at 11.619 billion yuan and purchased 96.83% of Wanda Film and Television.
It seems that it is the sale of Wanda’s assets "left hand to right hand", but a discerning person can see the key to the problem at a glance: Wang Jianlin and his son have cashed out?
Entertainment CapitalAfter carefully analyzing the transaction structure, we found that the truth is not so simple.
It is not so much "cashing out" as "making a profit", and this is bound to go through a complex game of interests and multiple compromises.
In theory, Wang Jianlin and his son can indeed cash out nearly 2.70 billion yuan in the reorganization. But this is not their initiative, but triggered the relevant regulations of the Securities Supervision Commission on the short-term operation of major shareholders in the secondary market, and had to take cash. In addition, the money is not only paid in 3 years, but also stipulates strict gambling terms. Assuming that Wanda Film and Television does not complete the bet, 100 million less than the target, Wang Jianlin and his son will pay the listed company 1.30 billion…
Not only that, the price of Wanda Film and Television’s injection (about 13 times PE) is far lower than the current market price of film and television companies (24 times PE), and even lower than the valuation of the previous round of pre-IPO financing.
You know, the pre-IPO of Wanda Film and Television was still in early 2016, coinciding with the valuation peak of the film and television capital markets. Wanda’s bosses only sent a Moments, which easily raised billions of funds.
Now, film and television stocks are facing a cold winter, and Wang Jianlin’s demands are also very clear, and contradictions are divided into priority and priority. Advancing the listing of Wanda Film and Television as soon as possible is the first priority. It is necessary to reduce the valuation and obtain rapid regulatory approval, and use high cost performance to win the active endorsement of secondary market capital, so as to ensure the safety of the entire group’s funds.
After all, this is the rational and cold Wang Jianlin, not Jia Yueting who "runs blindfolded".
Wanda Film’s predecessor was the listed company Wanda Cinema (which had acquired Time Network), while Wanda Film and Television is mainly Wanda’s film and television production business, which has not been integrated into the listed company.
As early as 2016, Wanda Film and Television had a plan to inject assets into a listed company. At that time, the asset package also covered the legendary film industry that Wanda had just acquired. It was necessary to sell it to a listed company at a 37.20 billion price. But under the harsh environment of capital markets, in the end, Wanda voluntarily gave up.
This wait is two years.
This time, the injected asset package excludes the "big loss-making" Legendary Film Industry, and adds the new media Eslite (Wanda’s TV drama production asset, the production of "Breaking the Sky" is about to be broadcast).
Due to the change in assets, the transaction size has dropped significantly from the previous 37.20 billion to 11.60 billion.
In this merger, the listed company Wanda Film will purchase the equity of Wanda Film and Television shareholders through cash and issuance of new shares. After injecting Wanda Film, Wanda Film and Television made a performance commitment of 3.228 billion yuan in cumulative net profit for three years.
When the announcement came out and saw the following agreement, many people in the market tut-tut: The Wang father and son have cashed out!
Wanda Film said in the announcement that the underlying asset consideration held by Wanda Investment is 2.693 billion yuan, which is paid by Wanda Film in cash; the underlying asset consideration held by other parties is paid by non-public issuance of shares.
This Wanda investment is carried out by Wang Jianlin and Wang Sicong father and son through the shareholding, the two people together hold 100%. In theory, Wang Jianlin father and son can cash out nearly 2.70 billion yuan in the restructuring.
But in fact, taking cash may be a no-brainer.
According to Article 47 of the Securities Law, directors, supervisors, senior managers, and shareholders who hold more than 5% of the shares of a listed company shall sell their shares in the company within six months after purchase, or buy them again within six months after sale, and the proceeds therefrom shall belong to the company, and the company’s board of directors shall recover the proceeds.
What does this mean? That is to say, in secondary market stock trading, the Securities Supervision Commission does not allow major shareholders to buy and then sell, or sell and then buy within six months. This triggers the Securities Supervision Commission’s short-term trading rules.
According to the conditions in the announcement, in order to get the 2.70 billion yuan, the Wang father and son need to meet the following conditions:
First, 2.70 billion paid over three years.After the delivery, the listed company paid 1 billion yuan to Wanda Investment; after the first annual report, paid 900 million yuan; after the second annual report, paid the remaining 792,885,650 yuan transaction consideration.
Second, the cash payment transactions of Wanda Investment are tied to the gambling agreement.According to the announcement, before the payment of the second and third installments, if the performance commitment party Wanda Investment fails to complete the performance commitment and needs to compensate, Wanda Film will directly deduct the corresponding amount from the price.
Wanda Film board secretary Wang Huiwu further explained to Entertainment Capital that this compensation is not equal, but has an amplification effect. According to the amplification formula announced in the announcement, assuming that Wanda Film and Television has a difference of 100 million in 2018 to complete the bet, then Wanda Investment needs to compensate the listed company for 1 divided by 3.20 billion, and then multiplied by 12 billion.
In this process, Wanda Investment not only cannot easily cash out, but also has to bear some risks for other shareholders.
Since Wanda Film and Television has 21 shareholders in this transaction, under normal circumstances, if Wanda Film and Television does not complete the bet, each shareholder should compensate the listed company according to the proportion of equity held. However, according to the announcement, this is equivalent to Wanda Investment holding only 22% of Wanda Film and Television’s shares, but it bears 100% of the compensation liability. As long as the bet is not completed, it will be compensated by the major shareholders.
Referring to the announcement of Oceanwide Holdings in early 2016 (purchasing 6.61% of Wanda Film and Television for 1.058 billion yuan), it can be estimated that the valuation of Wanda Film and Television at that time was 16 billion. And the asset package of this acquisition added New Media Eslite (valuation 1 billion) and Mutual Love Interactive (valuation 259 million),The overall valuation has instead fallen to 12 billion.
There are old investors in the stock bar who commented that sending it to the listed company at this price is completely a loss-making deal. No wonder this time it is only buying 96.83% of the shares instead of 100%. The remaining 3.17% of shareholders may be "nail households" who feel that the price is too low and will not sell.
Wanda Film and Television’s valuation value in this transaction is 12.002 billion, the initial carrying value is 5.08 billion, and the value-added rate is 136.25%. This value-added rate is not high in the film and television industry. In terms of the review required for the acquisition of listed companies, it is about 13-15 times the level, while Wanda Film and Television is installed into Wanda Film at 13 times the valuation. After the class A share media sector fell sharply, PE still has 24 times.
It is worth noting that, in addition to Wanda Investment, the other 20 investors, the private equity investors gave up the opportunity to cash out, the most obvious reason is that the valuation is too low, and it is more cost-effective to hold the shares of listed companies to share the later rising dividends.
Huace insisted on part of Wanda Film and Television’s equity in the first quarter of 2017, and received a return of 18 million yuan according to media reports
Entertainment CapitalIt has been discussed in depth before,The capital of the film and television industry is experiencing a ebb period in the past two yearsIt is not surprising that the valuation at that time has shrunk today. The initiative to lower the valuation is also to reduce the resistance in terms of supervision and promote the injection of assets into listed companies as soon as possible.
This is not a good time to list or set an increase. The entire class A share has been in a state of trade war + tight capital panic recently, and film and television stocks are one of the most obvious sectors for capital flight.
Shenwan cultural media sector has declined by more than 20% since the beginning of the year.
Zeng Maojun, president of Wanda Film, told Entertainment Das Kapital that no one can predict the trend of the capital markets. You think it is a bad time, and some people think it may be a good time. For leading enterprises, it is always good. Because the industry is not good, it means that the industry may be reshuffled. Who is likely to concentrate better resources? It must be the leader of the industry. Just like the Baijiu industry crisis brought about by the prohibition of alcohol gave birth to the trillion-dollar market value of the leader Moutai.
Concentrating resources at industry lows is an enterprising enterprise, and injecting assets during capital lows, as mentioned above, is the financial pressure behind the enterprise. Wanda Group’s real estate business is not very smooth when it returns to class A shares and film resources are injected into listed companies. The pressure on related repurchase agreements is great.
Wanda Commercial promised in September 2016 that if it failed to list on class A shares within two years, it would buy back a total of 14.41% of its shares and pay 10% to 12% annual interest. When Wanda Group purchased Legendary Pictures in January 2016, it promised that if it failed to inject Legendary Pictures into Wanda Film’s listing within 12 months, investors would receive a 15% annual interest return. Despite changes to the follow-up agreement, pressure from investors has been ongoing.
Winning the support of investors with a restructuring plan that cuts its own meat and gives profits, and relieving the repurchase pressure, for Wanda, it is to solve the main contradiction first and then consider the secondary contradiction.
In order to ensure the fairness of the transaction, the two sides made a bet. Wanda Film and Television promised that the net profit in 2018-2020 shall not be less than 888 million, 1.069 billion and 1.271 billion. If the profit does not meet the standard, Wanda Investment will compensate the listed company according to the method agreed in the agreement.
With the profitability of Wanda Film and Television, is this bet high or low?
In 2016, Wanda Film and Television’s net profit was 364 million; in 2017, the net profit was 597 million. According to the 64% net profit growth rate in 2017, Wanda Film and Television’s net profit in 2018 can reach 979 million. What’s more, it has been disclosed in the announcement that Wanda Film and Television achieved 407 million net profit in the first quarter of 2018, and completed 45.83% of this year’s gambling commitment in just one quarter.
But it is worth noting that in the first quarter of this year’s report, Wanda Film and Television completed a total of 4.38 billion box office, and only one "Detective Chinatown 2" contributed 3.38 billion box office. In the second half of this year, or even next year and the next two years, whether it can continue to produce such a explosion is uncertain.
Wanda film and television how to complete the 3-year 3.128 billion performance bet? Zeng Maojun gave two major plans.
The first is to increase the number of movies, and to increase the non-box office revenue part of the movie revenue. In his opinion, no one can guarantee the box office of every movie, but 10 movies can have the probability of profitability, as long as the number is enough, it can spread the risk.
Secondly, it relies on TV series and games to make up for the income instability brought by film projects. This is also the reason why it is committed to loading the previously acquired company New Media Eslite into the listed company.
"The Wanda Film and Television team doesn’t do TV dramas, we do functional segmentation, and in the future TV dramas will be done by the platform of New Media Eslite. But all IP can form a linkage between movies, TV and games," Zeng Maojun said.
For example, the TV series "Breaking the Sky" produced by Wanda Film and Television has now been completed and is being posted productin. It will be broadcast on Hunan Satellite TV and Tencent platforms this year, and some profits have been locked in. At the same time, the TV series has planned a second and third season in addition to the first season, as well as movies and games with the same IP.
That is to say, in addition to getting the purchase price of the drama on the broadcast platform in advance, Wanda Film and Television will also enjoy the game sharing rights, movie box office sharing rights, derivatives sharing and many other benefits of "Fighting Sky". Even Wanda Film and Television has started planning the theme park of "Fighting Sky".
In addition to "Fighting the Sky", Zeng Maojun also revealed a series of web dramas, movies, games, and theme parks. For example, "Tang Tan" also started the development of web dramas and anime this year; "Dragon Hunting" series of games and theme parks, there will be a different form of IP project every year or two in the future.
Since Disney recently announced the acquisition of Fox, one of the reasons is to control the streaming video platform Hulu and compete with Netflix, which has surpassed Disney in market value. The threat of streaming media to traditional entertainment giants is imminent. Wanda Film and Television has also begun to explore streaming media in addition to its original business.
Zeng Maojun said that it will launch an online cinema chain and cooperate with film and television copyright holders in the mode of sharing accounts, which will be launched within this year.
Wanda’s acquisition of Legendary Pictures was seen as a landmark deal for Chinese capital to attack Hollywood.
If you count the valuation of Legendary Pictures alone, in early 2016, Wanda Group spent 3.50 billion dollars when it acquired, which was about 23 billion yuan at that time.
When Wanda Film and Television first announced the loading of a listed company in 2016, in addition to the production business of Wanda Film and Television itself, it also included the legendary film industry acquired by its Qingdao Film Investment Company and the film and television base Qingdao Movie Metropolis. The valuation at that time was 37.20 billion.
But soon after, Wang Jianlin said in an interview with the Financial Times that Wanda planned to separate Legend from its listing plans because Legend’s performance in 2016 was not satisfactory.In fact, Legendary Pictures has been acquired before two consecutive years of losses totaling 5.87 billion yuan, debt of more than 9 billion yuan.
The Sino-US co-production blockbuster "The Great Wall" released at the end of 2016 is a film jointly produced by LeTV Pictures, Legendary Pictures and Universal Pictures. It cost 150 million US dollars, and finally the world is about 1.20 billion. But neither the content nor the box office has met market expectations. Wanda’s expectations are that the global box office is 3-400 million US dollars.
The Great Wall.
After being acquired by Wanda, Legendary Pictures performed mediocre, with two consecutive CEOs leaving.
Even if it is at risk, Wanda will consider divesting Legendary. The main reason is that after the acquisition of Legendary Pictures by Wanda, the number of movies per year is relatively small, about 2-3, which is relatively risky.
For example, this year, Legendary Pictures participated in the production of "Jurassic World", and the investment accounted for 25%. Now the box office of this film has 620 million US dollars. When encountering such a hit, the performance may be very good, but when encountering a poorly performing film, the fluctuation is very large.
Zeng Maojun said that in the future, Legendary Pictures will develop independently and increase the number of movies. In addition, Legendary Pictures will also increase some TV drama business and strengthen cooperation with Time Warner and Universal Pictures.
Today’s Wanda Film is strengthening its entire layout from Wanda theaters to film and television production.Before the transaction, Wanda Film was mainly engaged in cinema investment and construction, cinema film distribution, cinema film screening and related derivative businesses, and its main business was concentrated in the downstream of the film and television industry chain.
Through this transaction, the company’s main business will expand to the investment, production and distribution of movies and TV series, as well as the distribution and operation of online games, and build "five business platforms integrating cinema end point platform, media marketing platform, film and television IP platform, online business platform, and film game interactive platform". Wanda Film can accelerate the pace of transformation into a pan-entertainment platform company.
So it seems that Wanda Film and Television’s ambitions are indeed not small.
Under the influence of the PPT project in the past two years, many companies have been afraid to release film orders during the Shanghai Film Festival. However, at Wanda Night, Wanda Film and Television announced 30 work plans in one go, including 9 domestic films, 6 co-productions, 4 animation works, and 11 TV series. For example, online dramas such as "Tang Detective" and "The Story of Kings in the Western Regions".
This year, Wanda Film and Television also launched an elite + talent training program. The first phase of screenwriter training is called the Future Master Workshop. So far, the screening training has been completed, and the contract has been signed, and the first phase of incubation has been completed. "We cooperate with industry celebrities, including well-known domestic screenwriters and Hollywood teams. We hope to train about 40 screenwriters every year in the next five years or so," Zeng Maojun said.
In addition to offline development, Wanda is also exploring online cinema business. But for the value of streaming media, Wanda Film’s perspective is still: content is king. Zeng Maojun is more optimistic about the Mango TV model. He believes that as long as there is good content, the video platform can be established in the short term. One or two variety shows will raise the market value of Mango TV to 10 billion.
This seems a bit conservative compared to Disney, which Wanda regards as a role model and rival.
A few days ago, Disney announced the acquisition of Fox. According to US media analysis, in addition to content assets, Disney has a 30% stake in Hulu in Fox’s hands, plus its own 30% stake, and can control Hulu after the merger is completed. In the major reform of the department in March this year, Disney has specially opened a department responsible for streaming media business.
But in Mr. Zeng’s view, Disney is more interested in Fox’s offline theme parks and vast IP library than Hulu. Wanda Pictures also does not want to buy BAT-owned streaming sites such as "Aiyouteng", but does its own streaming media. Zeng Maojun said that different forms of online platforms have survival space. Wanda will be different from other platforms. The main purpose is to divert traffic and divide accounts, and it will be combined with film marketing. That’s all.
Throughout last year, Wang Jianlin broke down, selling assets and reducing liabilities.
In July 2017, Wanda sold tourism and hotels to Sunac and R & F, and this agreement alone reduced debt by 44 billion yuan and recovered funds by 67 billion yuan. In Wanda Group’s 2017 work summary, Wang Jianlin revealed that assets at cost were 700 billion yuan, a decrease of 11.5% year-on-year. For this year’s plan, Wang Jianlin said that Wanda Group will use all capital means to reduce corporate liabilities, including the sale of non-core assets, equity transactions under the premise of maintaining control, and cooperative management of other people’s assets. "Wanda Group will never have any credit default in the world!"
So after entering 2018, Wanda Group continued to "sell, sell, sell". In addition to selling London and Australian hotel assets, it also transferred the equity of Wanda Commercial and Wanda Film, and introduced strategic investors respectively. While withdrawing funds, it delayed the pressure for Wanda Commercial to return to A and Wanda Film for restructuring.
With the help of this series of arm-breaking and slimming actions, Wanda has safely landed from the danger of the capital chain being questioned in the second half of last year and the dual killing of stocks and bonds. In June this year, Standard & Poor’s adjusted Wanda’s rating to stable, and Moody’s also adjusted Wanda Commercial’s rating outlook from negative to stable. Fitch confirmed Dalian Wanda Commercial Management’s BB + rating, with a stable rating outlook, and removed the negative watch list.
The cut to promote the reorganization of Wanda Film is part of Wanda Group’s overall strategy of exchanging small for big. Wang Jianlin said in Wanda Group’s 2017 work summary that this year’s goal is to promote transformation, accelerate the pace of light assets, and form a new pillar industry. The first is the film and television industry.
Wanda Film board secretary Wang Huiwu also told Entertainment Das Kapital: Wanda Group did not want to put a high valuation of things into the listed company, the bigger the industrial chain is the consideration. Wanda Group makes a lot of profits, is to make this thing, not to say how big the valuation.
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