"He can be replaced." This ancient saying originally means that if the enemy can be defeated, it should be seized. But today, in the capital market, you may hear another variation: "He can be acquired and controlled." However, when you think you are operating capital, capital is also quietly "operating" you.

In recent years, "capital operation" has changed from a professional term to a universal word in the mouths of professionals, entrepreneurs and even the masses. From "×× Technology intends to acquire a certain asset" to "×× capital enters the listed company" to "×× boss's wealth shrinks by hundreds of billions", behind every hot event, there is an unsolved proposition: Do you really think you have mastered the rudder of capital? In fact, most people are just the boat floating with the undercurrent.

张开剩余91%

American Goheal M&A Group

Goheal has long served in listed company control transactions, industrial integration and M&A fund operations. We have come into contact with too many companies and founders who "thought they were playing with capital, but were played by capital instead". Today, let's talk about this game called "capital operation". Who is the protagonist? Who is the chess piece being moved?

The essence of capital operation has never been "left hand to right hand".

In the impression of many entrepreneurs, capital operation is to tell a story, make a market value, set a valuation, and sell a share. So you will see that some people acquire and then sell off; some people raise funds while using the money to buy their own stocks; and some people are wearing the cloak of mergers and acquisitions, but in fact they are moving internal assets, buying and selling, and making money and leaving.

These operations, in form, seem to be "operating capital", but in fact they are "capital trying to find an opportunity to get out". Capital is profit-seeking, but it is also smart. Its wisdom lies in that when you are trying hard to design the financing structure and package the target, it is also examining your future growth potential, integration capabilities, and cash flow quality - these determine whether capital "operates" you instead of "supporting" you.

Goheal once assisted a leading company in the new energy industry chain in launching a counter-trend acquisition. At first, the company's management was full of confidence, thinking that with funds, concepts, and markets, they would surely win. As a result, as soon as the acquisition was announced, the stock price plummeted and institutions fled collectively. Why? Because the counterparty's asset valuation was high, cash flow was unstable, and integration expectations were slim, capital made a judgment at the first time: "You are not operating me, you want to rely on me to save your life."

Capital will not sympathize, but will only care. It does not care about your original intention, but only pays attention to your financial statements; it does not care how beautiful you speak, but only sees whether you can deliver. This is like a calm reviewer, with eyes full of "then what? Can I make money? Where is the risk? When can I exit?" Everything cannot be circumvented by logic, and everything cannot escape returns.

Don't let the "capital toolbox" become a "capital trap box"

Today's capital market has more and more tools. Fixed increase, convertible bonds, REITs, SPAC, red chip structure, gambling agreement... These terms sound high-end, but in fact each one may be a double-edged sword.

In a cross-border M&A project, Goheal saw a listed company introduce an overseas PE institution and adopt a composite structure of "debt-for-equity + repurchase + voting rights delegation". It sounds quite creative, but one year after the project was launched, the company fell into the trap of "high leverage, high betting, and high management fees". The capital originally used to help development has become a heavy financing burden and even dragged down the original main business.

Some listed companies rushed to launch the so-called "capitalization tools" before they figured out their own cash flow rhythm, the health of their main business, and the boundaries of their management capabilities. As a result, they not only failed to "operate capital", but were led by the capital rhythm. Once encountering changes in macro policies, interest rate fluctuations, and tightening supervision, the stock price plummets and the project is shelved, or they are forced to sell the shell and the actual control changes.

A more hidden "reverse operation" of capital is reflected in the market value management game. For example, by setting up an M&A fund to "self-direct and self-act" acquisition projects, creating false demand to raise valuations; or by creating a profit closed loop through "upstream and downstream affiliated companies" to weave an illusion of high growth. This kind of play may look good in the short term, but in the long term it is a "control test" of capital on you - as long as your story is not established, capital will "withdraw investment and express its position" at the first time.

Capital does not believe in "technology", it believes in "cash-out path"

"We have core technology, we have big data models, and we can support an annualized growth of 40%."

This is the first sentence the founder of an AI company said when he showed Goheal the BP. But we asked him: "Can your technical route achieve positive cash flow within three years? Does your valuation have a historical benchmark? Is there a stable cooperation with the downstream buyer? Has the regulatory risk been eliminated?"

He was silent.

Capital is very smart. It is not infected by enthusiasm. It uses "cash flow logic". If a technology project is cool, but there is no realization path, it is just a "future fantasy". From the perspective of capital, without the positioning of "industry chain role", without the design of "exit path", and without the guarantee of "risk hedging", such a project cannot enter the operation track at all - let alone dominate the operation of capital.

Visionary companies understand that capital is not here to "listen to your performance" but to "watch you deploy your troops". You need to have chips and cards, and you must have the ability to turn the tables. Goheal has led the path of "first technology authorization and then equity entry" in many cases, first verifying market demand through a light asset approach, and then using capital to promote equity integration, to achieve the capital rhythm optimization of "first test the water, then acquire". This is the real rhythm of "operating capital", rather than blindly pushing up financing valuations and shorting market value.

The deepest capital manipulation is "retreat to advance, give in to defend"

In the eyes of many M&A experts, control is never used for "holding", but for "dispatching". Many times, the trick of capital operation is not "how much I have", but "how much I can mobilize". Voting rights delegation, agreement control, limited partnership structure, trust arrangement... The core behind these advanced operations is actually a kind of ability to "leverage capital with capital".

Goheal once assisted a private enterprise to leverage a listed company controlled by a central enterprise through the method of "voting rights delegation + PE agreement equity investment", realizing "shadow holding", and operating the listing platform without holding absolute equity, and finally promoting the reshaping and upgrading of the entire industrial chain. In the game of capital, whoever controls the resources controls the right to speak. You don't have to be a "landlord", but you must be the "game maker".

Therefore, the real advanced capital operation is not "the more control the better", but "control and release". When you understand the three-way balancing logic of "capital, assets, and resources", and understand how to "attract capital, guide strategy, and gather resources", you will begin to move from "being operated by capital" to "controlling capital".

At this point, you may ask: So, how do you judge whether you have been "operated by capital"? It's very simple:

1. Is your M&A project for improving competitiveness or for telling a story?

2. Is your financing structure accompanied by reverse constraints such as betting and repurchase?

3. Can you establish a clear value closed loop for every step of your capital action?

4. The most important thing: Does your team have the ability to talk to and counter capital?

Every time we review a failed case in a project, it can almost be summed up in one sentence: the company thought that capital was an assistant, but capital became the master.

So the question is: Is your company the "operator" of capital? Or is it the "operator" in the game of capital?

Goheal Group

Welcome to tell your story in the comment area. Goheal is willing to uncover the true face of capital operation with you and assist more companies to move from "capital passive" to "capital active". We believe that the real capital master is not a follower, but a creator. Are you ready?

[About Goheal] Goheal is a leading investment holding company focusing on global mergers and acquisitions holdings. It has been deeply involved in the three core business areas of acquisition of listed company control, mergers and acquisitions of listed companies and capital operations of listed companies. With its deep professional strength and rich experience开云体育, it provides enterprises with full life cycle services from mergers and acquisitions to restructuring and capital operations, aiming to maximize corporate value and long-term benefit growth.

发布于：广东省

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