Wang Jianlin sold assets again, and the 30 billion yuan VAM agreement is about to expire

Wanda Commercial Management's listing period has been less than a month, and Wanda has sold assets one after another to raise funds

Text | Xi Wang Wentong

Edit | Yu Le

Wanda Group's recent movements have attracted a lot of attention.

On the evening of December 7, according to surging news reports, Wanda Group plans to sell its Wanda Plaza in first- and second-tier cities in exchange for liquidity, and is currently negotiating with insurance institutions.

"Caijing" asked Wanda Commercial Management for verification, and Wanda said that it did not know. An operations manager at Wanda Plaza in Shaanxi told Caijing that some projects are indeed reaching out to buyers, and not just insurance companies.

In addition to preparing to sell Wanda Plaza, Wanda Group has also recently sold Wanda Films to cut meat for money.

On December 6, Wanda Film announced that 51% of the company's controlling shareholder, Beijing Wanda Investment Co., Ltd., was to be transferred to China Ruyi Holdings Co., Ltd. (0136. HK) (hereinafter referred to as "China Ruyi") is a wholly-owned subsidiary of Shanghai Ruyi Investment Management Co., Ltd. (hereinafter referred to as "Shanghai Ruyi").

Previously, on July 23, Beijing Wanda had transferred 49% of Wanda Film shares to Shanghai Ruyi at a price of 2.262 billion yuan, and at the same time received a zero-interest loan of 800 million yuan from Shanghai Ruyi.

Wanda also experienced a liquidity crisis five years ago. Wang Jianlin's response was also to sell assets. On July 19, 2017, Wanda Commercial Real Estate transferred 77 hotels to R&F Properties at a price of 19.906 billion yuan, and transferred 91% of the equity of 13 cultural tourism projects to Sunac at a price of 43.844 billion yuan, with a total transaction amount of 63.75 billion yuan, setting a record for a single transaction in the history of China's real estate.

Selling land does bring security. Caijing counted domestic and foreign data and found that in April 2018, Wanda had repaid four offshore loans totaling US$1.7325 billion ahead of schedule, but the outlook of the three major rating agencies for Wanda changed from negative to stable.

Now, a similar scenario has happened again, and Wang Jianlin has made the same choice. Many experts believe that Wang Jianlin's sale of assets may be related to the cash flow situation of Wanda Group. Due to the blockage of Wanda Commercial Management's listing, Wanda Group may need to pay 30 billion yuan to investors before the end of the year in accordance with the VAM agreement.

Wanda Commercial Management, the commercial real estate management business arm of Wanda Group, first submitted its prospectus in October 2021, and it is the fourth time to June 28, 2023. According to the latest version of the prospectus, Wanda Commercial Management's institutional investors include 22 investors, including Zheng Yutong's family, Country Garden, CITIC Capital, Ant, Tencent, and PAG investors.

On June 2, 2023, the China Securities Regulatory Commission (CSRC) requested Wanda Commercial Management to submit six supplementary materials, including the company's internal governance, rent management, related party transactions, and use of funds. (According to the latest version of the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises, Hong Kong-listed companies are required to submit a "Notice of Filing" at least four business days before the date of the hearing, but Wanda Commercial Management has not passed this approval.) However, as of November 30, its filing status in the "Filing Form for Overseas Issuance and Listing of Domestic Enterprises" on the official website of the China Securities Regulatory Commission (CSRC) is still "supplementary materials".

According to the regulations of the Hong Kong Stock Exchange, the prospectus submitted by the company to be listed is valid for 6 months, and it is estimated that the expiration time of the fourth version of the prospectus of Wanda Commercial Management is December 28, 2023.

According to the prospectus, if Wanda Commercial Management cannot be listed by the end of 2023, it will pay investors about 30 billion yuan in equity repurchase according to an annual rate of return of 8%. As of the end of the first half of 2023, Wanda Commercial Management's cash and cash equivalents balance was 14.692 billion yuan, which was less than half of the repurchase amount.

At this moment, there is less than a month left for Wanda.

Caijing asked Wanda Commercial Management about the reasons for the delay in listing and the progress of the material supplement, but the other party did not respond.

The listing is blocked, how can Wanda Commercial Management be broken

Previously, with the delay in the listing process and the approaching expiration date of the VAM agreement, there have been many rumors in the market that Wanda Commercial Management has discussed with investors the postponement of the listing and the payment of the repurchase price. Caijing asked Wanda Commercial Management about this matter, and the other party said that it could not respond.

According to the analysis of a number of experts, the experience of Dalian Wanda, the parent company of Wanda Commercial Management, once withdrew its listing on the Hong Kong stock market, which may have an adverse impact on the listing of Wanda Commercial Management. The experience of submitting prospectuses and being asked to supplement materials many times has also hit the market's confidence in Wanda Commercial Management.

According to The Paper, in September this year, Wanda Commercial Management conducted an inquiry roadshow on the listing plan. Two foreign institutions have indicated that they are willing to be cornerstone investors if the price is suitable enough. According to a number of experts, this may be because Wanda is not satisfied with the pricing and valuation, and is negotiating with investors and sponsor teams.

Xu Tao, a partner at Tian Yuan Law Firm, believes that if the price of a company to be listed falls and its valuation falls after the roadshow, it usually chooses to postpone the issuance and re-plan to wait for the next opportunity. Because the success or failure of the stock issuance can be seen to a large extent from the effect of the roadshow, if the stock is issued desperately in order to raise funds, it will lead to a continued low stock price after the issuance and listing, and even a breakage.

"At present, the most important thing for Wanda Commercial Management is to consider the issue of VAM agreements. A VAM is equivalent to a debt, which may cause his debt to be deferred or rolled over if there is a cash flow stress. A brokerage close to Wanda Commercial Management told Caijing.

Lawyer Mao Wei said that if Wanda Commercial Management's VAM ultimately fails, it will first trigger a repurchase by major shareholders. If the majority shareholder is unable to pay the repurchase price within the specified time, the company and the investor need to negotiate on their own, and the debt-to-equity swap may be adopted. In the end, if no agreement can be reached through negotiation, the debt problem needs to be resolved through litigation.

However, the manager of the above-mentioned real estate brokerage believes that the investment institutions introduced by Wanda Commercial Management are relatively large institutions and may not agree to the proposal of debt-to-equity swap.

After the news of Wanda's proposed sale of Wanda Plaza in the first- and second-tier cities, a senior listing lawyer told us that Wanda may seek buyers across the market, and the main target may be real estate funds funded by insurance funds, rather than individual insurance companies. Individual insurers may not be able to take on the large assets of Wanda Group, while other mature real estate companies may not choose to take over heavy assets at this time.

"Selling Wanda Plaza to a real estate fund, and then Wanda Commercial Management continues to manage and operate without changing its name, may be the best option for Wanda Group at the moment. In this way, the return will not be reduced due to the name change, and the fund can also obtain a fixed income. He said.

Another brokerage manager close to Wanda Commercial Management believes that the liquidity of Wanda Plaza is poor now, and it is difficult to sell. In contrast, insurance companies have more sources of funds than real estate funds, and they are more likely to take over eventually.

There is a precedent for insurance institutions to take over Wanda Plaza. In May and October this year, Shanghai Zhoupu Wanda, Shanghai Songjiang Wanda, Xining Haihu Wanda and Jiangmen Taishan Wanda were all included in the insurance company.

Fortunately, Wanda Group's debt situation has improved.

On November 21, Dalian Wanda announced that it would adjust the repayment of the US$600 million debt due in January 2024 of its subsidiary Wanda Real Estate International Co., Ltd. to December 29, 2024, and plan to repay it in four installments within a year.

It is understood that the US dollar bond was issued in January 2014 with a maturity of 10 years and a coupon of 7.25%. After the repayment of this US dollar bond, Dalian Wanda only has two US dollar bonds of US$400 million each, which will mature in batches in 2025 and 2026, and there is no concentrated maturity pressure in the future, and the company is confident that it can repay it on time.   

According to public data, the current balance of the company's domestic credit bonds is only 6.9 billion yuan, which has been significantly reduced. In addition, the consolidated interest-bearing liabilities were 141.283 billion yuan, of which the interest-bearing liabilities due within one year were 29.257 billion yuan.

Why the listing has been repeatedly blocked

As early as 2015, Wanda Group began to deploy asset-light business, providing commercial operation services to independent third-party projects, creating a precedent among domestic real estate developers. In 2019, Dalian Wanda divested its real estate business to specialize in commercial management, and announced that it would fully implement its "asset-light" strategy in 2021 and establish Wanda Commercial Management, which began to seek a separate listing.

According to the fourth prospectus submitted by Wanda Commercial Management on June 28, as of the end of 2022, the company managed 472 shopping malls, an increase of 47 from the end of June 2022, the construction area under management was 65.6 million square meters, an increase of 9.15% from the end of June 2022, and the occupancy rate was 98.6%, a decrease of 0.2% from the end of June 2022.

Whether it is calculated in terms of the area under management, the area of reserve projects, or the number of independent third-party commercial plazas, Wanda Commercial Management ranks first among commercial management enterprises. Its area under management in 2021 exceeded that of the second to tenth places combined.

According to the bond annual report disclosed by Dalian Wanda, Wanda Commercial Management's revenue in 2022 will be 27.12 billion yuan, accounting for 55% of the total revenue of the parent company, and the profit of its main business will be 12.984 billion yuan, accounting for 72% of the total profit of the parent company. That is, Wanda Commercial Management contributed 72% of the profit of the parent company Dalian Wanda with 55% of the revenue.

Not only Wanda Group, in recent years, it is a common practice for real estate companies to split the commercial management part and list it separately. According to Leju financial data, since the listing of Baolong Commercial on the Hong Kong stock market in December 2019, there have been roughly eight property companies known for commercial management.    

A number of real estate experts said that the current listing of commercial management enterprises on the one hand benefits from the parent company's senior project development advantages and resource advantages, and on the other hand, it is to expand new tracks, create new revenues in addition to the already saturated real estate business, and supplement cash flow through financing.

CRIC real estate research data shows that in 2022, more than sixty percent of typical real estate companies will have reduced their investment property rents and hotel operating income, while their business management and operating income will increase to varying degrees.

However, in December 2020, the well-known real estate company China Fortune (600340. SH) thunderstorm has greatly hit the capital market's confidence in the real estate industry. Since the listing of China SCE Commercial Management in July 2021, no commercial management company has been successfully listed on the Hong Kong stock market.

Although the profitability of light assets is quite high, the timing of listing also needs to consider the market environment assessment and policy impact. A number of experts said that the current market environment is not a good time for commercial enterprises to go public.

Chen Manyi, director of Greater Bay Area Development at Jones Lang LaSalle's Valuation Advisory Services Department, believes that capital markets are generally future-oriented. At present, investors' confidence in real estate and real estate management companies has not yet fully recovered, and the business and valuation of commercial management companies themselves have also been affected by this, so there is now greater resistance to listing.

Xu Tao believes that the current road to listing of Wanda Commercial Management has not been blocked. If the company fails to complete the hearing or go public within 6 months, the company's prospectus will automatically become invalid. The invalidation of the prospectus can be simply understood as the expiration of the financial audit data of the company to be listed, and the need to supplement the latest financial data does not mean the termination of the IPO process, nor does it mean that the Hong Kong Stock Exchange has a negative opinion on the company's listing.   

He also added that in the past two years, affected by the international situation, the economic situation and the new crown epidemic, the return of Chinese concept stocks has led to a surge in the number of IPO reviews on the Hong Kong Stock Exchange, resulting in the IPO cycle of many companies exceeding 6 months, which is a normal phenomenon, and I have never heard of the situation that there is a limit on the number of prospectus submissions or the more times of submission, the stricter it is.

Profitability is in doubt

Another uncertain factor affecting Wanda's listing is its profitability.

A number of experts said that when a commercial management company is listed, the capital market attaches the most importance to its earnings sustainability and the situation of affiliated companies and related party transactions.

First, let's look at earnings sustainability. Generally speaking, the area under management, operation model, investment attraction and rental management will affect the profitability and sustainability of commercial management enterprises.

According to data released by Wanda Commercial Management, from 2020 to 2022, its average occupancy rate was as high as 98.6%. The rent collection rate for 2022 is 100%. During the epidemic, Wanda Plaza also reduced or exempted tenants from rent.

However, an employee of Wanda Plaza in Shandong said that during the epidemic, the empty situation of Shandong Wanda Plaza where he was located was serious. As for why the dynamic occupancy rate can be close to 100%, and where to fill in the less money, he said, "Then I don't know, anyway, there are always people who have to fill in, and the total amount of rent paid is right." ”

Liu Lin, a longtime tenant in the garment business at Wanda Plaza in Tangshan, said Wanda Plaza "can't have such a high occupancy rate." ”

In 2019, after applying, Liulin received a 9-month "three minus one" discount, that is, one month's rent reduction every three months. According to his observation, there were eight or nine empty shops on the second floor alone, and no one cared about them for a long time. 

Liu Lin also said that in order to make up the rent task, Wanda Commercial Management will also allocate corridors, aisles and other locations for rent, and will also forcibly sell alcohol and insurance projects to merchants.

Lawyer Mao Wei analyzed that the occupancy rate is generally calculated based on the signed contract and the occupancy, but the signing of the contract does not necessarily mean that the occupancy is stationed, and there may be room for inflated data.

In terms of rent management and operation management, a number of tenants who have rented shops in Wanda Plaza said that Wanda Plaza has confused deposits and intention fees, and mixed use of different accounts.

Around March 10, 2023, Lu Ping was going to start a children's game business in Taizhou Wanda Plaza, with a rent of 200,000 yuan a year and an intention fee of 140,000 yuan, but asked him to pay the intention money before signing the contract, and asked him to transfer the intention money to a private account first.

As a result, after transferring the money, Lu Ping was told that the location had been rented to other tenants, and some compensation could be given, and if she wanted to rent, she needed to increase the rent by 50,000 yuan. After questioning the lawyer, he learned that the intent money was different from the deposit and that he could not get the double compensation he was asking for. In the end, he only received an additional 20,000 yuan in compensation.

In addition to the rent problem, the operation of affiliated companies also affects the profitability of Wanda Commercial Management. In recent years, Wanda Commercial Management has changed the operation and service model of Wanda Plaza three times. According to the prospectus, starting from March 2021, Wanda Commercial Management will fully convert Wanda Plaza to an entrusted management model (asset-light operation), and Wanda Commercial Management will charge Wanda Group a fee for managing Wanda Plaza.

Since then, Wanda Commercial Management's overall gross profit margin has increased from 36.9% at the end of 2020 to 47.9% at the end of 2022. During this period, although Wanda Commercial's third-party projects continued to expand, increasing their proportion of all projects under management from 27% to 39%, the gross profit margin of Wanda Commercial's third-party projects decreased year by year, from 43.3% at the end of 2020 to 33.6% at the end of 2022.   

As of the end of 2022, 65% of Wanda Commercial Management's revenue came from projects held by Wanda Group, and 35% of its revenue came from independent third-party projects. In other words, most of Wanda Commercial Management's gross profit growth comes from 65% of related party projects.

In this case, if Wanda Group develops well, then Wanda Commercial Management's valuation will rise, but if Wanda Group has a liquidity crisis like five years ago, it will affect the capital market's confidence in Wanda Commercial Management.

Regardless of whether it is successful or not, Wanda Commercial Management needs to improve its profitability.

(Caijing reporter Wang Bo also contributed to this article)

Editor-in-charge | Tian Jie

Title Picture | Visual China

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