巴菲特致股东的信（2009年）⑨一个难以忽视的事实(过热的董事会)

An Inconvenient Truth (Boardroom Overheating)

一个难以忽视的事实(过热的董事会)

Our subsidiaries made a few small “bolt-on” acquisitions last year for cash, but our blockbuster deal with BNSF required us to issue about 95,000 Berkshire shares that amounted to 6.1% of those previously outstanding. Charlie and I enjoy issuing Berkshire stock about as much as we relish prepping for a colonoscopy.

我们旗下的子公司去年为了现金做了几项小型并购案，但是我们对 BNSF 铁路的大型收购要求我们发行95000 股伯克希尔 A 类股份，这接近已公开发行的 6.1%。我和查理对发行伯克希尔股票的喜爱，正如我们享受结肠镜检查前的准备工作一样。

The reason for our distaste is simple. If we wouldn’t dream of selling Berkshire in its entirety at the current market price, why in the world should we “sell” a significant part of the company at that same inadequate price by issuing our stock in a merger?

我们不喜欢发行股票的原因很简单。如果我们不梦想以现在的市价卖掉全部伯克希尔股票的话，为什么要以几乎同样不合理的发行价卖掉公司如此大的一部分呢？

In evaluating a stock-for-stock offer, shareholders of the target company quite understandably focus on the market price of the acquirer’s shares that are to be given them. But they also expect the transaction to deliver them the intrinsic value of their own shares – the ones they are giving up. If shares of a prospective acquirer are selling below their intrinsic value, it’s impossible for that buyer to make a sensible deal in an all-stock deal. You simply can’t exchange an undervalued stock for a fully-valued one without hurting your shareholders.

评估换股并购时，目标公司的股东不仅注重收购方将要给予他们的股票的市场价，同样也希望这笔交易能够给他们带来所放弃的那些自己股份的内在价值。如果收购方股票价格低于其内在价值，那么收购方就不可能在换股合并交易中做出明智的交易。你不可能在不损害股东利益的情况下，用一只被低估的股票去交换一个被完全反应价值的股票。

Imagine, if you will, Company A and Company B, of equal size and both with businesses intrinsically worth $100 per share. Both of their stocks, however, sell for $80 per share. The CEO of A, long on confidence and short on smarts, offers 11⁄4 shares of A for each share of B, correctly telling his directors that B is worth $100 per share. He will neglect to explain, though, that what he is giving will cost his shareholders $125 in intrinsic value. If the directors are mathematically challenged as well, and a deal is therefore completed, the shareholders of B will end up owning 55.6% of A & B’s combined assets and A’s shareholders will own 44.4%. Not everyone at A, it should be noted, is a loser from this nonsensical transaction. Its CEO now runs a company twice as large as his original domain, in a world where size tends to correlate with both prestige and compensation.

想想一下，如果你喜欢的话，公司 A 和公司 B 规模相同，且两者的业务价值每股都是 100 美元。它们的股票每股售价 80 美元。A 公司的 CEO 非常自信但不够精明，他用 1.25 股去换 B 公司的 1 股，并告诉他的董事 B 公司每股价值 100 美元。然而他没有认识到，他将让他的股东们为 B 公司的每股支付 125 美元的内在价值。如果董事们在数字上也没有异议，那么交易就成交了。B 公司的股东将拥有 A&B 公司合并资产的 55.6%，而 A 公司的股东只拥有 44.4%。并不是 A 公司的每个人都是这次不明智交易的受害者。在一个声望和薪酬往往与规模相关的世界里，它的 CEO 将经营一个两倍大的公司。

If an acquirer’s stock is overvalued, it’s a different story: Using it as a currency works to the acquirer’s advantage. That’s why bubbles in various areas of the stock market have invariably led to serial issuances of stock by sly promoters. Going by the market value of their stock, they can afford to overpay because they are, in effect, using counterfeit money. Periodically, many air-for-assets acquisitions have taken place, the late 1960s having been a particularly obscene period for such chicanery. Indeed, certain large companies were built in this way. (No one involved, of course, ever publicly acknowledges the reality of what is going on, though there is plenty of private snickering.)

如果是收购方的股票被高估，那就另当别论了：这会对收购方有利。这就是为什么股市各个领域的泡沫将不可避免导致狡猾的发行人带来一系列的股票发行。如果按照他们股票的市价，他们可以支付更高的价格，因为事实上他们使用的是伪币。这种空气换资产的收购周期性的发生。1960 年代末是此类欺诈发行的一个特别肮脏的时期。事实上，某些大公司就是这样建立起来的(当然没有人公开承认事实，但是私下有许多窃笑)。

In our BNSF acquisition, the selling shareholders quite properly evaluated our offer at $100 per share. The cost to us, however, was somewhat higher since 40% of the $100 was delivered in our shares, which Charlie and I believed to be worth more than their market value. Fortunately, we had long owned a substantial amount of BNSF stock that we purchased in the market for cash. All told, therefore, only about 30% of our cost overall was paid with Berkshire shares.

在我们收购 BNSF 铁路的过程中，出售方的股东合理的评估了我们所提出的每股 100 美元的报价。然而我们的成本却稍高于此，因为这 100 美元中 40%是以股票形式支付的。查理和我都相信这些股票的价值超过了市价。幸运的是，我们长期以来在市场上现金购买了大量 BNSF 股票，因此，总的来说，只有 30%的成本是用伯克希尔股票支付的。

In the end, Charlie and I decided that the disadvantage of paying 30% of the price through stock was offset by the opportunity the acquisition gave us to deploy $22 billion of cash in a business we understood and liked for the long term. It has the additional virtue of being run by Matt Rose, whom we trust and admire. We also like the prospect of investing additional billions over the years at reasonable rates of return. But the final decision was a close one. If we had needed to use more stock to make the acquisition, it would in fact have made no sense. We would have then been giving up more than we were getting.

最后，我和查理认为，通过股票支付 30%的价格劣势，被给了我们的收购机会所抵消。我们可以在一个我们了解并长期喜欢的业务中配置 220 亿美元资金。这还有一个额外的好处是，公司将由我们信任并敬佩的迈特罗斯(MattRose)来经营。我们同样愿意在几年内以合理的回报率再投资几十亿美元。但最终的决定会很接近。如果我们需要用更多的股票来认购，那就没有意义了。我们会得不偿失。

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I have been in dozens of board meetings in which acquisitions have been deliberated, often with the directors being instructed by high-priced investment bankers (are there any other kind?). Invariably, the bankers give the board a detailed assessment of the value of the company being purchased, with emphasis on why it is worth far more than its market price. In more than fifty years of board memberships, however, never have I heard the investment bankers (or management!) discuss the true value of what is being given. When a deal involved the issuance of the acquirer’s stock, they simply used market value to measure the cost. They did this even though they would have argued that the acquirer’s stock price was woefully inadequate – absolutely no indicator of its real value – had a takeover bid for the acquirer instead been the subject up for discussion.

我曾参加过数十次董事会，讨论收购方案，董事们通常会接受昂贵的投资银行提供的咨询(还有其它类型的吗？)。银行家总是会向董事会详细评估了被收购公司的价值，重大是为什么其内在价值远高于市场价值。然而在长达 50 年的董事生涯中，我从没听到任何投资银行(或管理层！)讨论公司所付出的真正价值。当交易涉及收购方股票的发行时，他们只需使用市价来衡量成本，甚至在知道收购方股票被严重低估时仍然这么做。

When stock is the currency being contemplated in an acquisition and when directors are hearing from an advisor, it appears to me that there is only one way to get a rational and balanced discussion. Directors should hire a second advisor to make the case against the proposed acquisition, with its fee contingent on the deal not going through. Absent this drastic remedy, our recommendation in respect to the use of advisors remains: “Don’t ask the barber whether you need a haircut.”

当低估的股票作为支付货币时，当董事从顾问获得理性意见的方法看起来只有一种，董事会应聘请第二位顾问，来反对提议的收购案，若交易失败则获得酬劳。如果没有这种严厉的补救措施，我们关于使用顾问的建议永远都是："不要问理发师你是不是该理发了。"

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I can’t resist telling you a true story from long ago. We owned stock in a large well-run bank that for decades had been statutorily prevented from acquisitions. Eventually, the law was changed and our bank immediately began looking for possible purchases. Its managers – fine people and able bankers – not unexpectedly began to behave like teenage boys who had just discovered girls.

我忍不住要告诉你很久以前的一个真实故事。那时我们持有一家经营良好的大型银行(田纳西州 Nashville 市第三国民银行)的股票，几十年来法律禁止这家银行进行收购。最终法律改变了，我们的银行立即开始寻找可能的并购交易。银行经理人本来都是很有能力的银行家，这时毫不意外的表现得像没见过女孩的十几岁的男孩子。

They soon focused on a much smaller bank, also well-run and having similar financial characteristics in such areas as return on equity, interest margin, loan quality, etc. Our bank sold at a modest price (that’s why we had bought into it), hovering near book value and possessing a very low price/earnings ratio. Alongside, though, the small-bank owner was being wooed by other large banks in the state and was holding out for a price close to three times book value. Moreover, he wanted stock, not cash.

他们很快盯上了一家较小规模的银行，经营也很好，在股本回报率，利差，贷款质量等方面具有相似的财务特征。我们的银行以较低的价格售出，几乎接近账面价值，市盈率很低，这也是我们买入的原因。然而该州其它大型银行也有意并购那家小银行，此时他们的要价已接近账面价值的 3 倍，此外，他们要股票而不要现金。

Naturally, our fellows caved in and agreed to this value-destroying deal. “We need to show that we are in the hunt. Besides, it’s only a small deal,” they said, as if only major harm to shareholders would have been a legitimate reason for holding back. Charlie’s reaction at the time: “Are we supposed to applaud because the dog that fouls our lawn is a Chihuahua rather than a Saint Bernard?”

自然，我们银行的同事屈服了，同意了这桩破坏价值的交易。"我们需要显示我们开始收购了。而且这只是很小的交易。"他们这么说就好像只有对股东造成很大伤害才能成为阻止他们的理由一样。查理当时的反应是，"我们是否应该鼓掌庆幸，弄脏我们草坪的是金毛而不是二哈？"

The seller of the smaller bank – no fool – then delivered one final demand in his negotiations. “After the merger,” he in effect said, perhaps using words that were phrased more diplomatically than these, “I’m going to be a large shareholder of your bank, and it will represent a huge portion of my net worth. You have to promise me, therefore, that you’ll never again do a deal this dumb.”

这家小银行的卖方可不是傻瓜，在随后的谈判中提出了最后一个要求。当时他的措辞可能比较含蓄，"在合并后，我将成为你的银行的大股东，这是我净资产中很大一部分。因此你们必须向我保证，你们再也不做这么蠢的交易了。"

Yes, the merger went through. The owner of the small bank became richer, we became poorer, and the managers of the big bank – newly bigger – lived happily ever after.

是的，这个合并成功了。小银行的老板更富有了，而我们则赔了钱。合并而来规模更大银行的经理们，活得更滋润了。