The Study On Sunbird M&A YaGuang Optoelectronics With Buyout Funds

Since the emergence of "listed company+PE" buyout funds in 2011,this model has emerged because it can not only meet the needs of listed company merger and acquisition financing,but also help PE institutions use listed companies as exit channels to improve the safety of funds.As a result of the upsurge in the capital market,many listed companies have followed the example of setting up buyout funds with PE institutions and applying them to M & A transactions.However,compared with foreign countries,China's buyout funds started late,the relevant theories are not rich,and the practical application is not yet mature.How does the "listed company + PE" type buyout fund help listed companies achieve M & A? What role does it play in M & A transactions? What is the problem? These issues need to be explored.On July 19,2017,the private company Sunbird successfully acquired the military leader Matt Optoelectronics with the help of a merger and acquisition fund,which became a typical case of military-civilian integration and set off an uproar in the merger and acquisition market.This article takes this case as the research object,first of all,the basic situation of the two sides of the merger and acquisition,the entire process of the merger and acquisition transaction and the post-merger development status of Sunbird are combed in detail.Secondly,it analyzes the motives of Sunbird's M & A with the help of buyout funds.The main motives are the transfer of transaction risks in the M & A process and the reduction of cash pressure for large-scale M & A.Then,it analyzes the specific application of buyout funds in M & A transactions from the two dimensions of operation mode and operation process.The highlight is that the buyout funds are set up by Sunbird's controlling shareholders and PE institutions for the merger and acquisition of Optoelectronics.The structure has carried out the exquisite design of "debt-toequity swap + stock-to-debt conversion".The buyout fund solved the problem of insufficient funds during the acquisition of Sunbird by Sunbird,and stabilized the control of listed companies and avoided the risk of backdoor listing.It also improves the efficiency of mergers and acquisitions and reduces the risks of mergers and acquisitions.However,in this process,there are many problems that deserve attention,such as the risk of control encroachment,the greater financial risk of Sunbird Holdings,the problem of insider trading,and the limited exit of buyout funds and the performance commitment risk.Based on the above analysis,some enlightenments are given to listed companies and regulators at the end.Listed companies should have clear targets when setting up buyout funds,and beware of the risk of control rights being encroached on during M&A transactions.Treat the performance promise objectively,strengthen the management of the target,and strengthen the supervision of insider trading.Regulators should improve the property rights trading market,expand the exit channels for merger and acquisition funds,and at the same time strengthen the supervision of insider trading to increase illegal costs.