定向可转债——弱市并购重组市场新利器

Directional Convertible Bond—A New Tool for M&A in Weak Market

摘要: 定向可转债因其“股债”双性的特征，成为弱市中并购重组市场的新利器。作为支付工具，它有利于缓解主并公司一次性支付现金的压力；防范估值溢价风险，降低商誉；一定程度上缓释了大股东股权过分稀释的风险；因利益绑定，也能缓解人力资源风险，有利于并购后整合。但应注意不同支付方式支付比例的设置。作为融资工具，有利于降低融资成本，从而降低财务风险。但关键要合理设置初始转股价及利率条款。总之，定向可转债因其灵活的条款设置可平衡交易双方的利益，大大提高并购成功率，将会助推未来并购重组市场重新繁荣。

Abstract: Due to its dual characteristics of “stock and debt”, directional convertible bond has become a new tool for M&A in weak market. As a payment instrument, it helps to relieve the pressure of the company that offers the M&A to pay cash at one time. It can also prevent the risk of valuation premium and reduce goodwill. To some extent, it mitigates the risk of excessive dilution of major shareholders' equity. Because of the binding of interests, it can also alleviate the risk of human resources which is conducive to post merger integration. But we should pay attention to the setting of payment proportion of different payment methods. As a financing instrument, it can help to reduce the financing cost and financial risk. However, the key is to reasonably set up the initial conversion price and interest rate terms. In a word, due to its flexible terms, directional convertible bond can balance the interests of both parties and greatly improve the success rate of M&A, which will boost the prosperity of M&A market in the future.