巴菲特致合伙人的信（1963年）⑥德州国家石油

APPENDIX

TEXAS NATIONAL PETROLEUM

This situation was a run-of-the-mill workout arising from the number one source of workouts in recent years -- the sellouts of oil and gas producing companies.

附录

德州国家石油

这是一笔普通的套利投资，近年来的套利机会主要来自石油和天然气公司卖盘，这就是其中之一。

TNP was a relatively small producer with which I had been vaguely familiar for years.

德州国家石油是一家比较小的石油生产商，很多年前，我就对这家公司有印象。

Early in 1962 I heard rumors regarding a sellout to Union Oil of California. I never act on such information, but in this case it was correct and substantially more money would have been made if we had gone in at the rumor stage rather than the announced stage. However, that's somebody else's business, not mine.

1962年初，有传言说它要向加州联合石油(UnionOilofCalifornia)卖盘。我从来不根据传言操作，但是这次传言是真的。要是我听到传言时就买，不是等到公告出来才介入，我们能赚到远远更多的钱。这个钱让别人赚吧，我不赚。

In early April, 1962, the general terms of the deal were announced. TNP had three classes of securities outstanding:

(1)6 1/2% debentures callable at 104 1/4 which would bear interest until the sale transpired and at that time would be called. There were $6.5 million outstanding of which we purchased $264,000 principal amount before the sale closed.

(2)About 3.7 million shares of common stock of which the officers and directors owned about 40%. The proxy statement estimated the proceeds from the liquidation would produce $7.42 per share. We purchased 64,035 shares during the six months or so between announcement and closing.

(3)650,000 warrants to purchase common stock at $3.50 per share. Using the proxy statement estimate of $7.42 for the workout on the common resulted in $3.92 as a workout on the warrants. We were able to buy 83,200 warrants or about 13% of the entire issue in six months.

1962年4月初，交易的一般条款公布。当时，德州国家石油流通的证券有三类：

(1)利息6.5%的债券，赎回价104.25。卖盘完成前继续支付利息，卖盘完成后赎回。流通的债券有650万美元，在交易完成前，我们买入了其中的26.4万美元。

(2)370万股普通股，其中高管和董事持有40%。委托书估算每股清算价值是7.42美元。从交易宣布到最后完成的六个月时间里，我们买入了64,035股。

(3)650,000份以每股3.50美元买入股票的认股权证。按照委托书估算的7.42美元的清算价值，每份认股权可实现3.92美元的利润。在六个月时间里，我们买到了83,200份认股权，占所有认股权的13%左右。

The risk of stockholder disapproval was nil. The deal was negotiated by the controlling stockholders, and the price was a good one. Any transaction such as this is subject to title searches, legal opinions, etc., but this risk could also be appraised at virtually nil. There were no anti-trust problems. This absence of legal or anti-trust problems is not always the case, by any means.

股东否决的风险是零。这笔交易是控股股东谈的，价格很理想。此类交易都要走产权调查、法律意见等流程，这些风险几乎也是零。不存在反垄断的问题。虽然这笔套利不存在法律问题或反垄断问题，但绝对不是所有套利都如此。

The only fly in the ointment was the obtaining of the necessary tax ruling. Union Oil was using a standard ABC production payment method of financing. The University of Southern California was the production payment holder and there was some delay because of their eleemosynary status.

唯一的一个小障碍是必须通过税收裁定。联合石油使用的是标准格式的销售额还款融资方案。（译注：这是一种以资产融资的方式，以销售额的一定百分比还款。）融资方案的甲方是南加州大学(UniversityofSouthernCalifornia)，它具有慈善性质，所以有些耽搁。

This posed a new problem for the Internal Revenue Service, but we understood USC was willing to waive this status which still left them with a satisfactory profit after they borrowed all the money from a bank. While getting this ironed out created delay, it did not threaten the deal.

这也是个需要在国税局解决的问题，但是我们知道南加州大学愿意放弃慈善性质，它的钱都是从银行借来的，即使放弃慈善性质，它仍能获得不菲的收益。虽说解决这个问题需要时间，会耽误交易的进度，但是不会影响交易的完成。

When we talked with the company on April 23rd and 24th, their estimate was that the closing would take place in August or September. The proxy material was mailed May 9th and stated the sale "will be consummated during the summer of 1962 and that within a few months thereafter the greater part of the proceeds will be distributed to stockholders in liquidation.” As mentioned earlier, the estimate was $7.42 per share. Bill Scott attended the stockholders meeting in Houston on May 29th where it was stated they still expected to close on September 1st.

4月23日和4月24日，我们与公司进行了交流，他们估计8、9月份能完成交易。5月9日，公司寄出了委托书，其中说这笔交易“将于1962年夏季完成，在交易完成后的几个月内，会将大部分收益分配给参与清算的股东。”前面说了，估计是每股7.42美元。5月29日，比尔·斯科特参加了在休斯顿举行的股东大会，公司在会上还是说预计9月1日达成交易。

The following are excerpts from some of the telephone conversations we had with company officials in ensuing months:

On June 18th the secretary stated "Union has been told a favorable IRS ruling has been formulated but must be passed on by additional IRS people. Still hoping for ruling in July.”

On July 24th the president said that he expected the IRS ruling “early next week.”

On August 13th the treasurer informed us that the TNP, Union Oil, and USC people were all in Washington attempting to thrash out a ruling.

On September 18th the treasurer informed us "No news, although the IRS says the ruling could be ready by next week.”

下面的内容选自我们在接下来几个月里与公司高管通过电话进行的交流：

6月18日，董秘说“联合石油收到了通知，国税局初步裁定通过，但是还要经过审批。公司仍在等待七月份的裁定结果。”

7月24日，公司总裁说预计“下周早些时候”会收到国税局的裁定。

8月13日，公司财务主管告诉我们，德州国家石油、联合石油和南加州大学的人齐聚华盛顿，商讨推动裁定。

9月18日，公司财务主管告诉我们“国税局的人说了，下周裁定就会出来，现在还没消息。 ”

The estimate on payout was still $7.42.

估计清算收益仍然是7.42美元。

The ruling was received in late September, and the sale closed October 31st. Our bonds were called November 13th. We converted our warrants to common stock shortly thereafter and received payments on the common of $3.50 December 14, 1962, $3.90 February 4, 1963, and 15 cent on April 24, 1963. We will probably get another 4 cent in a year or two. On 147,235 shares (after exercise of warrants) even 4 cent per share is meaningful.

9月末，裁定收到，10月31日，交易完成。11月13日，我们的债券被赎回。此后不久，我们将认股权转换成股票，我们从普通股获得的偿付金额是1962年12月14日3.5美元、1963年2月4日3.9美元、1963年4月24日15美分。大概一两年后，我们还会收到4美分。对于147,235股来说（认股权行权后），每股4美分也是不少钱。

This illustrates the usual pattern: (1) the deals take longer than originally projected; and (2) the payouts tend to average a little better than estimates. With TNP it took a couple of extra months, and we received a couple of extra percent.

套利一般都是这样：(1)交易完成时间比最初预期的要长；(2)最后偿付的总金额比估算的略高一些。德州国家石油比预计多花了两个月左右的时间，我们的收益率也比预计大概高了两个百分点。

The financial results of TNP were as follows:

(1)On the bonds we invested $260,773 and had an average holding period of slightly under five months. We received 6 ½% interest on our money and realized a capital gain of $14,446. This works out to an overall rate of return of approximately 20% per annum.

(2)On the stock and warrants we have realized capital gain of $89,304, and we have stubs presently valued at $2,946. From an investment or $146,000 in April, our holdings ran to $731,000 in October. Based on the time the money was employed, the rate or return was about 22% per annum.

以下是德州国家石油这笔套利的收益情况：

(1)我们总共买了260,773美元的债券，平均持有时间是将近五个月。我们获得了6.5%的利息，还实现了14,446美元的资本收益。整体年化收益率是20%左右。

(2)我们通过股票和认股权实现了89,304美元的资本收益，目前还有一小笔大概价值2,946美元的收益没实现。从4月份投资146,000美元起，我们中间陆续投入，到10月份，投资总额是731,000美元。根据资金投入的时间计算，年化收益率是22%左右。

In both cases, the return is computed on an all equity investment. I definitely feel some borrowed money is warranted against a portfolio of workouts, but feel it is a very dangerous practice against generals.

在这笔套利中，我们买债券和股票用的都是自有资金。我认为，在一个套利投资组合中，完全可以借一部分钱，但是我觉得，在低估类投资中，借钱非常危险。

We are not presenting TNP as any earth-shaking triumph. We have had workouts which were much better and some which were poorer. It is typical of our bread-and-butter type of operation. We attempt to obtain all facts possible, continue to keep abreast of developments and evaluate all of this in terms of our experience. We certainly don't go into all the deals that come along -- there is considerable variation in their attractiveness. When a workout falls through, the resulting market value shrink is substantial. Therefore, you cannot afford many errors, although we fully realize we are going to have them occasionally.

这里以德州国家石油为例，不是想说明我们取得了多么了不起的胜利。我们有比这笔套利更成功的，也有不如它的。德州国家石油是我们基本的套利投资中的一个典型案例。在套利类投资中，我们尽可能了解所有情况，持续跟踪最新进展，根据我们的经验评估方方面面。我们肯定不是有交易就去做套利，不是每笔交易都有钱赚。参与套利，如果交易泡汤，市值会严重缩水。所以说，虽然我们很清楚会有做错的时候，但做套利投资是犯不起错的。