Chinese Regulators Cracking Down on Overseas Acquisitions
China plans to further tighten regulations on overseas acquisitions by Chinese companies and borrowing to fund those transactions, and has started closely scrutinizing the commercial aspects of the deals, three people familiar with the move said.
The National Development and Reform Commission (NDRC), and the Ministry of Commerce (MOFCOM) are now reviewing deal agreements in minute detail, according to sources within various regulatory bodies.
The 2 bodies are asking companies looking to buy assets overseas to justify terms, including target valuations, deal premiums and financing arrangements, they said.
This was particularly the case with companies not seen by the Chinese government as “strategic,” they said.
The tightened measures have been issued as informal guidance by Chinese regulators and have not been made official yet, said Heffx-LTN’s source.
The tightening of regulatory oversight for outbound purchases comes as Beijing is cracking down on some large domestic conglomerates for their debt-fuelled acquisitions abroad of assets ranging from hotels to movie studios including Wnada Group’s AMC Entertainment (NYSE:AMC)
The regulatory measures, if in place for an extended frame, could deter some companies from making overseas acquisitions, and could also weigh on outbound deal volumes in China.
China’s outbound M&A volumes nearly halved in 1-H of this year to $64.2-B following a crackdown on capital outflows, after Chinese companies spent a record $221-B on assets overseas in Y 2016, according to the data.
Along with the tightened scrutiny of deal terms, the world’s 2nd largest economy’s Forex (foreign exchange) and banking regulators are also looking to step up their monitoring of loans made by the overseas branches of Chinese banks, sources said.
Those 2 regulators: the State Administration of Foreign Exchange (SAFE) and the China Banking Regulatory Commission (CBRC) plan to make it tougher for companies to borrow overseas by pledging some assets in China.
Borrowing funds from foreign banks and overseas branches of Chinese banks by pledging real estate and other assets in the Mainland with local banks has been a common practice for some companies looking to fund foreign acquisitions.
But some industry officials have questioned the quality of those pledged assets, and whether the lenders would be able to raise money against those in case borrowers defaulted on their repayment obligations.
SAFE said in a written reply to questions that it would strengthen China’s financial market regulations along with other financial supervisory authorities to ward off overseas investment risks while promoting trade and investment.
It said it would guide financial institutions to strengthen their compliance and risk management with regards to foreign loans backed by domestic guarantees.
“We will strictly crack down on fake and malicious guarantees, to promote overseas investment in a healthy and orderly way.”
The foreign exchange regulator also said it would encourage domestic companies with the capability of investing overseas to pursue “authentic and legitimate foreign deals, and encourage domestic banks to exercise prudence when offering financing services.”
Officials at the banking regulator, the commerce ministry, and the NDRC did not immediately respond to faxed requests for comment.
China started tightening capital outflows in the second half of last year. In June this year, the regulators ordered a group of lenders to assess exposure to some of China’s more aggressive dealmakers, including HNA, the property-to-film conglomerate Dalian Wanda and Anbang Insurance Group.
Recently I learned that Beijing’s stepped up deleveraging campaign, as part of efforts to control debt risk to the broader financial system and to maintain economic stability, comes ahead of a Key party meeting later this year.
While submitting share purchase agreements for overseas deals with the NDRC is a long established practice for Chinese companies, previously the regulator did not pay close attention to pricing and funding details
Much of these new regulatory measures, however, would not be applicable for overseas acquisitions related to Chinese President Xi Jinping’s signature foreign policy, the Belt and Road initiative I was told.
Last year, China’s acquisitions in the Belt and Road regions, which span vast regions from China to Europe and Africa, totaled about $10-B, according to a research report by Thomson Reuters and Chinese institutions published last month.
SAFE said it would back domestic companies participation in the initiative.
“The regulators want to ensure that capital now would not be that easily available to those deals that are neither strategic for the country nor for the company,” said an associate in Beijing who advises Chinese companies on M&A transactions.
“The are looking to plug the regulatory arbitrage that some companies took advantage of,” he said.
|NYSE:AMC||15.1||3 August 2017||-0.10||15.2||15.25||14.8||5,685,500|
|HeffX-LTN Analysis for AMC:||Overall||Short||Intermediate||Long|
|Very Bearish (-0.50)||Bearish (-0.35)||Bearish (-0.44)||Very Bearish (-0.70)|
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