巴菲特致股东的信（1996年）⑫财务融资

Financings

We wrote four checks to Salomon Brothers last year and in each case were delighted with the work for which we were paying. I've already described one transaction: the FlightSafety purchase in which Salomon was the initiating investment banker. In a second deal, the firm placed a small debt offering for our finance subsidiary.

财务融资

去年我们总共付了四次钱给所罗门兄弟公司，而很高兴每一张支票都代表着该公司为我们提供了不错的服务，先前我已经说明过其中的一项交易，也就是买进飞安国际公司的交易，所罗门担任这项交易的投资银行顾问，第二个案子是所罗门帮我们旗下的财务子公司安排了一项融资案。

Additionally, we made two good-sized offerings through Salomon, both with interesting aspects. The first was our sale in May of 517,500 shares of Class B Common, which generated net proceeds of $565 million. As I have told you before, we made this sale in response to the threatened creation of unit trusts that would have marketed themselves as Berkshire look-alikes. In the process, they would have used our past, and definitely nonrepeatable, record to entice naive small investors and would have charged these innocents high fees and commissions.

此外，通过所罗门我们完成另外两件案子，两者也都有相当有趣的特点，一件是在 5 月我们发行了 517,500股的 B 级股，总共募得 5.65 亿美元的资金。关于这件案子，先前我就已经做过相关的说明，主要是应对市场上出现的一些模仿伯克希尔投资组合的信托基金，避免他们以伯克希尔过去无法复制的傲人记录对外吸引一些不知情的小额投资人，他们会向这些天真的投资人收取高昂的手续费与佣金，却无法提供一个令人满意的投资回报。

I think it would have been quite easy for such trusts to have sold many billions of dollars worth of units, and I also believe that early marketing successes by these trusts would have led to the formation of others. (In the securities business, whatever can be sold will be sold.) The trusts would have meanwhile indiscriminately poured the proceeds of their offerings into a supply of Berkshire shares that is fixed and limited. The likely result: a speculative bubble in our stock. For at least a time, the price jump would have been self-validating, in that it would have pulled new waves of naive and impressionable investors into the trusts and set off still more buying of Berkshire shares.

我相信这些模仿伯克希尔的基金可以很容易募得大笔的资金，而我也认为在这些基金成功募集到资金之后，一定还会有更多的基金跟进效仿，在证券业，没有什么是卖不掉的东西，而这些基金无可避免的会将所募得的资金大举投入到有限的伯克希尔股票中，最后的结果很可能是伯克希尔本身以及其概念股股价暴涨而泡沫化，然后股价的上涨自我强化，很可能又会吸引新一波的无知且敏感的投资人蜂拥投入这些基金，造成进一步的恶性循环。

Some Berkshire shareholders choosing to exit might have found that outcome ideal, since they could have profited at the expense of the buyers entering with false hopes. Continuing shareholders, however, would have suffered once reality set in, for at that point Berkshire would have been burdened with both hundreds of thousands of unhappy, indirect owners (trustholders, that is) and a stained reputation.

有些选择退出的伯克希尔的股东可能会发现这是一个大好的机会，因为可以利用新加入者不当的预期而想要趁机卖出持股赚取额外的利益，但在此同时选择继续留下来的股东却必须承担后来的苦果，因为等到回归现实后，我们会发现伯克希尔会有一群成千上万高位套牢的间接股东(亦即基金投资人)，以及受到毁损的企业清誉。

Our issuance of the B shares not only arrested the sale of the trusts, but provided a low-cost way for people to invest in Berkshire if they still wished to after hearing the warnings we issued. To blunt the enthusiasm that brokers normally have for pushing new issues - because that's where the money is - we arranged for our offering to carry a commission of only 1.5%, the lowest payoff that we have ever seen in a common stock underwriting. Additionally, we made the amount of the offering open-ended, thereby repelling the typical IPO buyer who looks for a short-term price spurt arising from a combination of hype and scarcity.

B 级普通股的发行正可以抑制这些模仿伯克希尔基金的发售，同时提供小额投资人投资伯克希尔的低成本渠道，如果在他们听过我之前所发出的警告后仍执意要投资的话，而为了降低经纪人一般喜欢推销新股发行的习惯(因为这是真正有赚头的所在)，我们刻意将承销佣金降到 1.5%，这是所有发行新股承销佣金最低的比率，此外我们对发行新股的数量不设上限，以避免一些专门投资初次上市股票抢帽子的投机客，利用新股数量稀少而刻意炒作赚取短期股价飙涨的差价。

Overall, we tried to make sure that the B stock would be purchased only by investors with a long-term perspective. Those efforts were generally successful: Trading volume in the B shares immediately following the offering - a rough index of "flipping" - was far below the norm for a new issue. In the end we added about 40,000 shareholders, most of whom we believe both understand what they own and share our time horizons.

总而言之，我们希望买进 B 级普通股的投资人是真正希望长期投资的，事实证明我们的做法相当成功，在公开发行后的 B 级普通股成交量(亦即代表换手的情形)远低于一般初次上市的股票，结果总计我们因此新增了 4 万名的股东，我相信他们大部分都了解他们到底在投资什么，同时与我们拥有相同的经营理念。

Salomon could not have performed better in the handling of this unusual transaction. Its investment bankers understood perfectly what we were trying to achieve and tailored every aspect of the offering to meet these objectives. The firm would have made far more money - perhaps ten times as much - if our offering had been standard in its make-up. But the investment bankers involved made no attempt to tweak the specifics in that direction. Instead they came up with ideas that were counter to Salomon's financial interest but that made it much more certain Berkshire's goals would be reached. Terry Fitzgerald captained this effort, and we thank him for the job that he did.

在这次不常见的交易中，所罗门的表现地太好了，身为我们的投资顾问，他们充分了解我们想要达成的目标，从而量身定做，提供符合我们需要的服务，事实上若是按照一般的标准模式，所罗门应该可以赚进更多钱，有可能比现在多十倍以上，不过他们并没有刻意引导我们这样子去做，相反地有时他们还是提出一些对自己本身利益冲突，但却有助于伯克希尔达成目的的一些建议，感谢 Terry Fitzgerald 为我们发行所做的努力与贡献。

Given that background, it won't surprise you to learn that we again went to Terry when we decided late in the year to sell an issue of Berkshire notes that can be exchanged for a portion of the Salomon shares that we hold. In this instance, once again, Salomon did an absolutely first-class job, selling $500 million principal amount of five-year notes for $447.1 million. Each $1,000 note is exchangeable into 17.65 shares and is callable in three years at accreted value. Counting the original issue discount and a 1% coupon, the securities will provide a yield of 3% to maturity for holders who do not exchange them for Salomon stock. But it seems quite likely that the notes will be exchanged before their maturity. If that happens, our interest cost will be about 1.1% for the period prior to exchange.

有鉴于此，大家不难想象，当伯克希尔决定发行以所持有的所罗门股份做为转换标的的可转换票券时，我们又再度找上 Terry，再一次所罗门的表现一流，发行了 5 年期、总面额 5 亿美元的票券，共取得 4.471 亿美元的资金，每张面额 1,000 美元的票券可以转换成 17.65 股的所罗门股份，同时有权在三年后要求以帐面价值赎回，总计原先票面折价加上 1%的票面利息，此证券可以给予到期不选择转换成所罗门股份的投资人 3%的回报率，不过我想投资人在到期前选择不转换的概率微乎其微，因此，在转换前我们实际负担的利率成本大约在 1.1%左右。

In recent years, it has been written that Charlie and I are unhappy about all investment-banking fees. That's dead wrong. We have paid a great many fees over the last 30 years - beginning with the check we wrote to Charlie Heider upon our purchase of National Indemnity in 1967 - and we are delighted to make payments that are commensurate with performance. In the case of the 1996 transactions at Salomon Brothers, we more than got our money's worth.

近年来，媒体不断报导查理跟我对于支付投资银行所有的费用都很感冒，这样的报导完全不对，事实上过去三十年来，从 1967 年我们请 Charlie Heider 协助我们买下国民保险公司开始，我们就很乐于签支票给他们，只要他们所提供的服务与表现值得的话，而以 1996 年所罗门这次的案子来说，我们就觉得物超所值。