管理层收购(MBO)是国内近一两年来业界关注和讨论比较多的话题,而且已经有一些成功和失败的案例。成功与否的原因很多,然而收购融资难应该是其中最大的一个问题。 MBOLBO(杠杆收购)的关键是融资,包括股权和债权融资。因为不管是管理者,还是外部的专门收购机构,都不可能拿出全额资金进行收购,这其中必然涉及到大笔的融资问题。而国内的融资渠道有限,银行直接对管理者贷款风险太高。证券投资基金直接对MBO提供融资,不符合证券投资基金设立时的目的。一时间,信托基金似乎成了管理者融资的理想渠道,可是近期的一些操作证明管理者委托信托基金进行收购的做法也存在利益冲突与平衡问题。鉴于这种形式,一些专门投资MBO的基金便应运而生。这与美国等发达国家用于MBO运作的“私有股权基金”(Private Eq-uity Fund)接近,应该说是一种更符合资本市场发展规律的制度。 Management buyout (MBO) is the domestic concern and discussion in the past year or two more topics, and there have been some cases of success and failure. There are many reasons for success, however, the difficulty of acquisition financing should be one of the biggest problems. MBO LBO (leveraged buyout) is the key to financing, including equity and debt financing. Because neither the manager nor the external specialized acquisition agencies, it is impossible to come up with the full amount of funds for the acquisition, which inevitably involves a large issue of financing. The domestic financing channels are limited, the bank loans directly to the manager risk is too high. Securities investment funds to provide MBO financing directly, does not meet the purpose of securities investment fund set up. For a time, trust funds seem to be the ideal channel for managers' financing, but there are conflicting interests and balances that have been demonstrated by recent moves to prove that managers are entrusting trust funds to make acquisitions. Given this pattern, a few funds that specialize in investing in MBOs have emerged. This is close to the “Private E-fund” used by the developed countries such as the United States for MBO operation, which should be said to be a system that is more in line with the law of capital market development.