| In recent years,due to frequent changes in the international political and economic environment,the global economy has undergone a cyclical slowdown cycle.At home,this cyclical slowdown in growth has affected the effect of external economy on China’s domestic demand.The long-term unreasonable structure causes the contradiction of economic development to be increasingly prominent,our country has started the development pace of economic structure adjustment and industrial structure adjustment accordingly.With the impact of industrial policies and historical legacy,the slowdown of national economic growth makes non-financial enterprises,especially large state-owned enterprises,face an increasing risk of debt default,which seriously hinders and restricts the sustainable development of these enterprises.Among these enterprises,coal,iron and steel,chemical and energy industries as the representatives of high debt ratio,their real development status has received extensive attention.To avoid represented by companies such as the spread of the debt pressure to commercial Banks,and at the same time as the important measures to prevent systemic financial risks,the government put forward by the commercial bank debt into equity to debt enterprise as the main content of "marketization of debt turned stock" to reduce the leverage ratio highly leveraged firms.In 2016,in order to further promote financial deleveraging,turn investment objects with real management ability into investors and promote the reform of state-owned enterprises,the government allowed institutions to set up private equity funds,carried out market-oriented debt-to-equity swaps,and allowed other creditor’s rights other than those of banks to be included in the debt-to-equity swaps.Academics for private equity funds to participate in the market debt convertible issues more concentrated in the private equity fund "to raise tube retreat" status quo and at various stages in the process may encounter risk,also included in the current tax system under the marketization of private equity funds to participate in debt convertible issues involved in the process of income tax,and the conversion process involved in debt after the impact on the company.However,there is no specific explanation on how private equity funds create value when participating in market-oriented debt-equity swaps,or how to improve the operating conditions of the invested enterprises.In this thesis,the first successful debt-to-equity swap case in the energy industry in China and the first successful debt-to-equity swap case in Shandong province,namely Shandong Energy Market debt-to-equity swap case,is analyzed to explore the value creation path of private equity funds participating in market-oriented debt-to-equity swap.Shandong Energy Group takes The State-owned Assets Supervision and Administration Commission of Shandong Province as the ultimate shareholder,and will merge with the original group in2020 to establish the new Shandong Energy Group Co.,LTD.In recent years,as the coal industry is under increasing pressure from the national environmental protection policy,the profit margin of the group is greatly reduced due to the coal income as the main source of income.In addition,the group has many problems,such as poor quality of resources left over from history,scattered and weak industries,low efficiency of personnel redundancy and heavy social burden caused by "state-owned enterprises running the society",which make the group’s internal liquidity pressure huge.Based on this,in November 2016,CCB,Shandong State-owned Assets Supervision and Administration Commission and Shandong Energy Group jointly signed a strategic cooperation agreement on market-oriented debt-equity swap with a total scale of 21 billion yuan.This thesis first collects domestic and foreign literature on debt-to-equity swaps and summarizes them,and summarizes the value-added effect of private equity funds,the general mode of market-oriented debt-to-equity swaps and the general value creation path of enterprises.Based on relevant literature and combined with the characteristics of this case,the theoretical basis required by this thesis is sorted out.Then,through introducing the basic information of the case,including the main business,ownership structure,motivation and process of debt-to-equity swap,the basic situation of the case is explained in detail,paving the way for the subsequent analysis of private funds participating in market-oriented debt-to-equity swap.Then,this thesis expounds how the participation of private equity funds improves the operating value of debt-to-equity enterprises from four aspects of financing efficiency,investment efficiency,management efficiency and reputation mechanism.Finally,through reflecting on the specific problems existing in the process of private equity participation in the debt-equity swap case in this thesis,specific research conclusions and enlightenment are put forward.Through a comparative analysis of the group’s financial indicators in the four years after the first batch of debt-to-equity swaps were completed in 2013,this thesis argues that the participation of private equity funds in market-oriented debt-to-equity swaps on the one hand improves the efficiency of capital use and reduces the financing cost of debt-to-equity enterprises compared with other debt-to-equity swaps.On the other hand,the professional fund custodians under the banks serve as the capital sources needed by GP to expand the group,which reduces the financing risk of the group.Meanwhile,the main funds are concentrated to support the group to develop diversified business models and help the enterprise to get out of the business dilemma faster.Finally,by appointing directors to the invested companies to strengthen the supervision of the group to urge the group to constantly find fault and promote the healthy development of the group.Through case analysis,this thesis argues that the participation of private equity funds in market-oriented debt-equity swaps can optimize the capital structure of debt enterprises,reduce the proportion of debt cost in the total cost of enterprises,and increase the accumulation of internal capital of enterprises.The short-term response of the intervention of the board of directors on the group’s personnel and investment plan is positive and obvious.However,from the point of view of financial statements group has quite part of liquidity from the government subsidies,the supervision role of the GP for group no long-term effective,and whether the impact on the enterprise management is positive remains to be seen,so whether the participation of private equity funds have been conducive to promote enterprise value in the long run there are still large uncertainties.At the same time,there are loopholes in the exit channel system,tax law and other aspects of private equity funds,which makes the risks of participating in market-oriented debt-equity swaps unclear.Therefore,on the basis of summarizing these problems,this thesis puts forward suggestions that the government should increase the external supervision of private equity funds and creditor enterprises should pay attention to introducing authoritative scientific third-party evaluation agencies to ensure the safety of funds.Finally,the government should also implement preferential policies in the process of debt-equity swap to ensure the safety and secrecy of the transaction process. |
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