After waiting for Wanda Commercial Management to go public for two years to no avail, some investors began to withdraw.
With the signing of the new investment agreement on Double 12, Wanda Commercial Management lifted the crisis of 30 billion listed VAM repurchases, and also gave the original war investment a "unblocking" signal.
Under the new agreement, PAG will join other investors to reinvest in Zhuhai Wanda Commercial Management upon the expiration of its 2021 investment redemption period, following redemption by Dalian Wanda Commercial Management Group.
The agreement specifically mentions that the existing investors have the right of redemption at maturity in the original investment arrangement.
Two days later, on December 14, Country Garden announced that it planned to sell 1.79% of Zhuhai Wanda Commercial Management to Zhuhai Wanying or Wanda's designated party, becoming the first company among the 22 investors to exit.
Zhuhai Wanying or the designated party of Wanda will redeem the shares held by Country Garden for 3.069 billion yuan.
In addition, Jingdong and Suning are also rumored to withdraw from Wanda Commercial Management, and Yonghui Supermarket has officially announced, but not from Zhuhai Wanda Commercial Management, the main body of the IPO, but from its controlling shareholder "Dalian Wanda Commercial Management".
Country Garden lost 161 million
Between one in and one out, Country Garden's investment did not receive a substantial return.
In 2021, when commercial property was sought after, Wanda Commercial Management, as the largest commercial management enterprise in China, withdrew from A-shares and wanted to return to Hong Kong stocks, with a valuation of 180 billion yuan, and on July 16 of that year, Jinyi Global, a subsidiary of Country Garden, won 130 million shares of Zhuhai Wanda Commercial Management at 24.84 yuan per share, equivalent to 1.79% of its equity, with a total consideration of 3.23 billion yuan.
Today, Country Garden has transferred all its holdings for 3.069 billion yuan, with a loss of 161 million yuan.
The Sale Price is determined by the parties to the agreement after taking into account the current industry outlook, the nature of Zhuhai Wanda Commercial Management's operations and current financial situation, historical independent third-party valuations and comparable market value.
This means that the valuation of Zhuhai Wanda Commercial Management has decreased from 180 billion two years ago.
Although it is a loss-making transfer, Country Garden believes that it is currently resolving the pressure of phased liquidity, and only holds a minority interest in Zhuhai Wanda Commercial Management, and this sale can lock in a more suitable price and exit path in advance to avoid major uncertainties in the timing and amount of future exits.
As a result of the previous mortgage financing of Zhuhai Wanda Commercial Management's equity, Country Garden received the first tranche of 657 million yuan, which will be used to repay debts and release shares, and the net proceeds from the sale will be used for overseas restructuring, and it is now seeking an overall solution to fully resolve the overseas debt risk.
According to a person familiar with the matter, from the second half of 2023, Wanda and Country Garden have conducted close consultations on the overall plan of Zhuhai Wanda Investment on the basis of mutual trust, and finally reached this agreement. The signing of this agreement is the initiative of the two benchmark private real estate enterprises to work together to reduce debt and bail out, which is also conducive to rebuilding the confidence of the real estate industry, stabilizing the market environment and improving market expectations.
"Unknown" shareholders
Not only Country Garden, but more investors are also exiting.
On the evening of December 13, Yonghui Supermarket (601933.SH) announced that Dalian Yujin Trading Co., Ltd., a subsidiary of Dalian Yifang Group, intends to purchase 1.43% of the shares of Dalian Wanda Commercial Management at a premium of 4.53 billion yuan.
Up to now, the book value of this part of the equity investment is 3.918 billion yuan, and it is expected that after the completion of this transaction, the overall income of Yonghui Supermarket will be 610 million yuan.
On December 14, it was rumored in the market that Jingdong and Suning were also withdrawing from Dalian Wanda Commercial Management. The three companies withdrew not from Zhuhai Wanda Commercial Management, but from their parent company, Dalian Wanda Commercial Management.
Two years ago, Zhuhai Wanda Commercial Management attracted 22 strategic investors, including Tencent, Ant Technology, CITIC Capital, Warburg Pincus, China Merchants Capital, Shanghai Guosheng Capital, Xingjiang, United Life Insurance, Country Garden, Chow Tai Fook and PAG Investment, with a total investment of about 38 billion yuan and a total shareholding of 21.15%.
The remaining shares are mainly held by Dalian Wanda Commercial, Zhuhai Wanying and Yinchuan Wanda, holding 69.99%, 8.83% and 0.01% respectively.
In the war investment of Zhuhai Wanda Commercial Management, Yonghui Supermarket, Jingdong, and Suning did not appear, but were hidden in the higher-level Dalian Wanda Commercial Management, and it is unknown whether there are more investors lurking.
Sohu Finance learned from the medium-term note offering book of Dalian Wanda Commercial Management at the beginning of the year that there are currently 5 known major shareholders, Wanda Group holds 44.31% of the shares, Dalian Wentai holds 4.29%, Zhuhai Wenchi holds 1.7%, and Wang Jianlin holds 5.19% of the shares, with a total of 56.48% of the shares.
However, the remaining 43.52% of the equity holders did not disclose that JD.com and Suning were hidden in it, because the above five known shareholders are all companies controlled by Wanda or Wang Jianlin.
In addition, the registered capital of Dalian Wanda Commercial Management increased by 5 times in August, from 4.527 billion yuan to 27.164 billion yuan, and it is not yet known whether there will be new shareholders.
In addition, after the signing of a new investment agreement with PAG, Dalian Wanda Commercial Management's shareholding in Zhuhai Wanda Commercial Management was reduced to 40%, while several existing and new investor shareholders such as PAG participated in the investment, and the shareholding ratio rose to 60%.
From the parent company to the subsidiary, the specific number of investors and the new list of Wanda Commercial Management have become a big mystery.
The "Big Four" waited for five years to no avail
Investors in Wanda Commercial Management seem to have lost patience, from the new round of investors Country Garden, to the last round of Suning, JD.com, etc., began to withdraw one after another.
At the end of January 2018, Tencent, as the main sponsor, signed a strategic investment agreement with Suning, JD.com, Sunac and Wanda Commercial in Beijing, planning to invest about 34 billion yuan to acquire 14% of Wanda Commercial's shares.
Later, Wanda Commercial changed its name to Wanda Commercial Management Group, and divested its real estate development business, all of which were handed over to Wanda Real Estate Group, thus becoming a pure commercial management and operation enterprise.
It was during this period that Dalian Wanda Commercial Management introduced a strategic investment of 34 billion yuan and entered into a VAM agreement, stipulating that it would complete its listing by October 31, 2023.
Among them, Tencent invested 10 billion yuan, holding 4.12% of the shares, Suning and Sunac invested 9.5 billion yuan, holding 3.91% of the shares, and JD.com invested 5 billion yuan, holding 2.06% of the shares.
At that time, Wang Jianlin bet on Wanda Commercial Management's return to A-share listing, but the A-share market at that time was a "mountain" full of challenges for real estate companies, and after queuing for a long time to return to A, Wanda Commercial Management changed its position in 2021, submitted an application on the Hong Kong Stock Exchange, and hit the listing with a new entity, Zhuhai Wanda Commercial Management.
Also in this year, Wanda Commercial Management once again introduced a new round of investors, Country Garden, and once again gambled with it to go public.
According to the VAM agreement two years ago, if Zhuhai Wanda Commercial Management cannot be listed by the end of 2023, Wanda Commercial Management will need to pay about 30 billion yuan to investors for equity repurchases. After signing a new investment agreement with PAG, although the VAM repurchase crisis was resolved, the specific listing time also ushered in uncertainty.
According to a person familiar with the matter, JD.com, Suning, and Sunac are not within the scope of the VAM agreement that expires at the end of the year for Zhuhai Wanda Commercial Management, and the VAM agreement is signed by Country Garden, PAG, Warburg Pincus, etc., and enjoys the right of redemption at maturity.
However, from the perspective of the withdrawal from Yonghui Supermarket to Country Garden, from the parent company to the subsidiary, after the VAM listing crisis of Wanda Commercial Management is resolved, investors are ushering in a new replacement.
The only thing that is known at present is that the replacement of Yonghui Supermarket is Wang Jianlin's friend Sun Shuangxi, the chairman of Dalian Yifang Group. How big Wang Jianlin's "circle of friends" is, it is becoming more and more curious.
Produced by | Sohu Finance
Author | Wang Zehong
Operations Editor | Xue Suwen
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