巴菲特致股东的信（1988年）⑦套利交易

Arbitrage

In past reports we have told you that our insurance subsidiaries sometimes engage in arbitrage as an alternative to holding short-term cash equivalents. We prefer, of course, to make major long-term commitments, but we often have more cash than good ideas. At such times, arbitrage sometimes promises much greater returns than Treasury Bills and, equally important, cools any temptation we may have to relax our standards for long-term investments. (Charlie’s sign off after we’ve talked about an arbitrage commitment is usually: “Okay, at least it will keep you out of bars.”)

套利交易

在过去的报告中我曾经告诉各位，保险子公司有时也会从事套利的操作，以作为短期资金的替代方案，当然我们比较喜欢长期的投入，但可惜资金总是多过于点子，与此同时，套利的报酬有时会好过于政府债券，同时很重要的一点是，可以稍微缓和我们对于寻找长期资金去处的压力，(每次在我们谈完套利投资之后，查理总是会附带一句：这样也好，至少能让你暂时远离市场)

During 1988 we made unusually large profits from arbitrage, measured both by absolute dollars and rate of return. Our pre-tax gain was about $78 million on average invested funds of about $147 million.

在 1988 年我们在套利部分斩获不少，不论是金额或是投资回报率，总计投入 1.47 亿美元的资金，赚取7,800 万美元。

This level of activity makes some detailed discussion of arbitrage and our approach to it appropriate. Once, the word applied only to the simultaneous purchase and sale of securities or foreign exchange in two different markets. The goal was to exploit tiny price differentials that might exist between, say, Royal Dutch stock trading in guilders in Amsterdam, pounds in London, and dollars in New York. Some people might call this scalping; it won’t surprise you that practitioners opted for the French term, arbitrage.

如此的成绩使我们值得详细的描述一下，所谓的套利是指在不同的市场同时买卖相同的有价证券或是外汇，目的是为了撷取两者之间微小的差距，例如阿姆斯特丹的荷兰币、英国的英镑或是纽约的美元，有些人将此行为称之为剃头皮，但通常这一行的人惯用法国的字汇-套利。

Since World War I the definition of arbitrage - or “risk arbitrage,” as it is now sometimes called - has expanded to include the pursuit of profits from an announced corporate event such as sale of the company, merger, recapitalization, reorganization, liquidation, self-tender, etc. In most cases the arbitrageur expects to profit regardless of the behavior of the stock market. The major risk he usually faces instead is that the announced event won’t happen.

自从第一次世界大战之后，套利或者说风险套利的定义，已延伸包括从已公开的企业并购、重组、清算等企业活动事件中获利。大部分的情况下，套利者期望不管股市变动如何皆能获利，相对的他面临的主要风险是宣布的事件未如预期般发生。

Some offbeat opportunities occasionally arise in the arbitrage field. I participated in one of these when I was 24 and working in New York for Graham-Newman Corp. Rockwood & Co., a Brooklyn based chocolate products company of limited profitability, had adopted LIFO inventory valuation in 1941 when cocoa was selling for 5¢ per pound. In 1954 a temporary shortage of cocoa caused the price to soar to over 60¢. Consequently Rockwood wished to unload its valuable inventory - quickly, before the price dropped. But if the cocoa had simply been sold off, the company would have owed close to a 50% tax on the proceeds.

有些特别的套利机会也会偶尔出现，我记得在 24 岁时当时我在纽约的格雷厄姆-纽曼公司上班，洛克伍德公司(Rockwood)是一家在布鲁克林生产巧克力的公司，盈利能力有限。该公司自 1941 年开始就采用后进先出制的存货记价方式，那时可可豆每磅是 50 美分，到了 1954 年可可豆因为暂时缺货价格大涨至 64 美分，因此，洛克伍德想要把帐上价值不菲的可可豆存货在价格滑落之前变卖掉，但若是直接将这批货卖掉，所得的收益可能要支付 50%左右的税金。

The 1954 Tax Code came to the rescue. It contained an arcane provision that eliminated the tax otherwise due on LIFO profits if inventory was distributed to shareholders as part of a plan reducing the scope of a corporation’s business. Rockwood decided to terminate one of its businesses, the sale of cocoa butter, and said 13 million pounds of its cocoa bean inventory was attributable to that activity. Accordingly, the company offered to repurchase its stock in exchange for the cocoa beans it no longer needed, paying 80 pounds of beans for each share.

但 1954 的税务法令及时公布，其中有一项不太为人知的规定，就是如果企业不是把这些存货卖掉而是直接分配给股东间接减少营运规模的话，就可以免税，因此，洛克伍德决定停止其可可脂的销售业务，并将 1,300 万磅的可可豆发还给股东，同时公司也愿意以可可豆换买回部分股份，换算下来，每股可以换得 80 磅的可可豆。

For several weeks I busily bought shares, sold beans, and made periodic stops at Schroeder Trust to exchange stock certificates for warehouse receipts. The profits were good and my only expense was subway tokens.

有好几个礼拜我整天忙着买进股票、换可可豆，再把可可豆拿去卖，并常常跑到施罗德信托公司拿着股票凭证换取仓库保管单，获利算下来还不错，而唯一的成本费用就是地铁车票。

The architect of Rockwood’s restructuring was an unknown, but brilliant Chicagoan, Jay Pritzker, then 32. If you’re familiar with Jay’s subsequent record, you won’t be surprised to hear the action worked out rather well for Rockwood’s continuing shareholders also. From shortly before the tender until shortly after it, Rockwood stock appreciated from 15 to 100, even though the company was experiencing large operating losses. Sometimes there is more to stock valuation than price-earnings ratios.

洛克伍德改造计划的规划者是 32 岁没有名气但相当优秀的芝加哥人杰伊·普利兹克(Jay Pritzker)，若你知道杰伊后来的记录，你应该就不会讶异这个动作对于公司股东有多大的益处了，在这项提议推出不久之后，虽然公司营运呈现亏损，但股价却从 15 美元涨到 100 美元，有时股票的价格会远远超过合理的市盈率之外。

In recent years, most arbitrage operations have involved takeovers, friendly and unfriendly. With acquisition fever rampant, with anti-trust challenges almost non-existent, and with bids often ratcheting upward, arbitrageurs have prospered mightily. They have not needed special talents to do well; the trick, a la Peter Sellers in the movie, has simply been “Being There.” In Wall Street the old proverb has been reworded: “Give a man a fish and you feed him for a day. Teach him how to arbitrage and you feed him forever.” (If, however, he studied at the Ivan Boesky School of Arbitrage, it may be a state institution that supplies his meals.)

近几年来，大部分的套利操作都牵涉到并购案，不管是友善的或是敌意的皆然，在并购案狂热之时，几乎感觉不到反垄断法的存在，投标的竞价屡创天价，在当时套利客大行其道，在这行不需要太多的才能，唯一的技巧就像是皮特·塞勒斯(Peter Sellers)的电影那样，只需要在场即可，华尔街有一句经过改编的俗话，给一个人一条鱼，你只能养活他一天，教他如何套利，却可以养活他一辈子，(当然要是他到学校学习套利，可能就要靠州政府过活了)。

To evaluate arbitrage situations you must answer four questions: (1) How likely is it that the promised event will indeed occur? (2) How long will your money be tied up? (3) What chance is there that something still better will transpire - a competing takeover bid, for example? and (4) What will happen if the event does not take place because of anti-trust action, financing glitches, etc.?

在评估套利活动时，你必须要能回答四个问题：(1)已公布的事件有多少可能性确实会发生？(2)你的资金总计要投入多久？(3)有多少可能更好的结果会发生，例如并购竞价提高；(4)因为反垄断或是财务意外状况发生导致并购案触礁的机率有多高？

Arcata Corp., one of our more serendipitous arbitrage experiences, illustrates the twists and turns of the business. On September 28, 1981 the directors of Arcata agreed in principle to sell the company to Kohlberg, Kravis, Roberts & Co. (KKR), then and now a major leveraged-buy out firm. Arcata was in the printing and forest products businesses and had one other thing going for it: In 1978 the U.S. Government had taken title to 10,700 acres of Arcata timber, primarily old-growth redwood, to expand Redwood National Park. The government had paid $97.9 million, in several installments, for this acreage, a sum Arcata was contesting as grossly inadequate. The parties also disputed the interest rate that should apply to the period between the taking of the property and final payment for it. The enabling legislation stipulated 6% simple interest; Arcata argued for a much higher and compounded rate.

Arcata 公司是我们最曲折离奇的并购经历，能说明这种交易的曲曲折折。1981 年 9 月 28 日，Arcata 的董事同意将公司卖给 KKR 公司，KKR 在当时同时也是现在最大的杠杆并购公司。Arcata 所从事的是印刷与森林产品，但其中值得注意的是，在 1978 年美国政府决定征收该公司所有 10700 公顷的红木林，以扩增国家公园的范围，为此政府决定分期支付该公司总金额 9790 万美元的征收款，但 Arcata 公司却认为金额太少，同时双方也对这期间适用的 6%利率有争议，Arcata 极力争取更高的赔偿金与适用的利率。

Buying a company with a highly-speculative, large-sized claim in litigation creates a negotiating problem, whether the claim is on behalf of or against the company. To solve this problem, KKR offered $37.00 per Arcata share plus two-thirds of any additional amounts paid by the government for the redwood lands.

买下这样一家诉讼中的公司具有高度投机性，将会在诉讼过程中增加许多的难度，不管诉讼案件是不利或是有利于公司皆然，为了化解这个难题，KKR 决定支付 Arcata 每股 37 美元再加上政府额外赔偿款的三分之二，作为并购的条件。

Appraising this arbitrage opportunity, we had to ask ourselves whether KKR would consummate the transaction since, among other things, its offer was contingent upon its obtaining “satisfactory financing.” A clause of this kind is always dangerous for the seller: It offers an easy exit for a suitor whose ardor fades between proposal and marriage. However, we were not particularly worried about this possibility because KKR’s past record for closing had been good.

评估这一投资机会，我们必须自问，KKR 能否真正完成这项交易？其关键在于他们是否能够顺利取得融资，这对卖方来说永远是风险最高的一项条款，追求者在提出求婚到正式结婚的这段期间，反悔是很容易的一件事，不过在这个案子我们却不太担心，原因在于 KKR 过去的记录还算不错。

We also had to ask ourselves what would happen if the KKR deal did fall through, and here we also felt reasonably comfortable: Arcata’s management and directors had been shopping the company for some time and were clearly determined to sell. If KKR went away, Arcata would likely find another buyer, though of course, the price might be lower.

我们还必须扪心自问，若是 KKR 真的失败会如何？在这点我们觉得还好，Arcata 的董事会与管理层已经在外兜售好一段时间了，显示该公司却有决心要出售，如果 KKR 跑掉，Arcata 一定还会再找新的买主，当然届时的价格可能会差一点。

Finally, we had to ask ourselves what the redwood claim might be worth. Your Chairman, who can’t tell an elm from an oak, had no trouble with that one: He coolly evaluated the claim at somewhere between zero and a whole lot.

最后我们还必须问自己，那块红木林的价值到底有多少？坦白说我虽然个人连榆树跟橡木都分不出来，但对于这个问题我的处理方式倒很简单，反正就是介于零到一大笔钱之间就对了。

We started buying Arcata stock, then around $33.50, on September 30 and in eight weeks purchased about 400,000 shares, or 5% of the company. The initial announcement said that the $37.00 would be paid in January, 1982. Therefore, if everything had gone perfectly, we would have achieved an annual rate of return of about 40% - not counting the redwood claim, which would have been frosting.

后来我们开始从九月开始以每股 33.5 元买进 Arcata 股票，2 个月总共买进 40 万股，约占该公司 5%的股权，第一次对外公告，股东每股可以拿到 37 元，将在 1982 年 1 月支付。换算年投资报酬约为 40%，这还不包含原本一直冻结的红木林所有权。

All did not go perfectly. In December it was announced that the closing would be delayed a bit. Nevertheless, a definitive agreement was signed on January 4. Encouraged, we raised our stake, buying at around $38.00 per share and increasing our holdings to 655,000 shares, or over 7% of the company. Our willingness to pay up - even though the closing had been postponed - reflected our leaning toward “a whole lot” rather than “zero” for the redwoods.

然而过程不太顺利，到了 12 月宣布，交易可能会延后，尽管如此，1 月 4 日正式签约了。受到这项鼓励，我们决定再加码以 38 元每股至 65.5 万股，约 7%的股权。我们的努力终于获得回报，虽然有点拖延，但结果却相当令人满意。

Then, on February 25 the lenders said they were taking a “second look” at financing terms “ in view of the severely depressed housing industry and its impact on Arcata’s outlook.” The stockholders’ meeting was postponed again, to April. An Arcata spokesman said he “did not think the fate of the acquisition itself was imperiled.” When arbitrageurs hear such reassurances, their minds flash to the old saying: “He lied like a finance minister on the eve of devaluation.”

接着在 2 月 25 日，融资银行说有鉴于房地产景气不佳，连带对 Arcata 的前景可能有所疑虑，故有关融资条件可能还要再谈，股东大会也因此再度延期到 4 月，同时 Arcata 公司发言人表示他不认为并购案已触礁。但是当套利客听到这种保证时，脑中便闪过一句老话：他说谎的方式就象是汇率崩盘前夕的财政部长一样。

On March 12 KKR said its earlier deal wouldn’t work, first cutting its offer to $33.50, then two days later raising it to $35.00. On March 15, however, the directors turned this bid down and accepted another group’s offer of $37.50 plus one-half of any redwood recovery. The shareholders okayed the deal, and the $37.50 was paid on June 4.

3 月 12 日，KKR 宣布先前的约定无效，并将报价砍至 33.5 美元一股，两天后再调高至 35 美元。然而到了 3月 15 日，董事会拒绝了这项提议，并接受另一个财团 37.5 美元外加红木林一半的补偿款。股东会迅速通过这项交易，并于 6 月 4 日收到现金。

We received $24.6 million versus our cost of $22.9 million; our average holding period was close to six months. Considering the trouble this transaction encountered, our 15% annual rate of return excluding any value for the redwood claim - was more than satisfactory.

总计我们花了近六个月的时间，投资 2290 万美元，最后收回 2460 万美元，但若是加计这项交易中间所经历的风风雨雨，则 15%的年回报率(未包含红木林潜在收益)还算令人满意。

But the best was yet to come. The trial judge appointed two commissions, one to look at the timber’s value, the other to consider the interest rate questions. In January 1987, the first commission said the redwoods were worth $275.7 million and the second commission recommended a compounded, blended rate of return working out to about 14%.

不过好戏还在后头，初审法院指派两个委员会来解决这项纷争，一个负责认定红木林的价值，一个则负责应该适用的利率。1987 年 1 月，委员会认定红木林的价值为 2.75 亿美元，适用的年化利率应为 14%。

In August 1987 the judge upheld these conclusions, which meant a net amount of about $600 million would be due Arcata. The government then appealed. In 1988, though, before this appeal was heard, the claim was settled for $519 million. Consequently, we received an additional $29.48 per share, or about $19.3 million. We will get another $800,000 or so in 1989.

1987 年 8 月，法官裁定这项决议，这代表政府需要再支付高达 6 亿美元的赔偿金，联邦政府立刻提出上诉，而就在上诉即将宣判结果时，双方以 5.19 亿美元达成和解，因此我们又额外收到 1,930 万美元，相当于每股29.48 美元的大红包，之后还可以再拿到 80 万美元的进帐。

Berkshire’s arbitrage activities differ from those of many arbitrageurs. First, we participate in only a few, and usually very large, transactions each year. Most practitioners buy into a great many deals perhaps 50 or more per year. With that many irons in the fire, they must spend most of their time monitoring both the progress of deals and the market movements of the related stocks. This is not how Charlie nor I wish to spend our lives. (What’s the sense in getting rich just to stare at a ticker tape all day?)

伯克希尔的套利活动与其它套利客有些不同，首先，相较于一般套利客一年从事多达 50 个案子，每年我们只参与少数通常是大型的交易案。有这么多锅子同时在煮，他们必须花很多时间来监控交易的进度与相关股票的股价变动，这并不是查理跟我想要过的生活方式，(为了致富，整天盯着计算机屏幕到底有何意义？)

Because we diversify so little, one particularly profitable or unprofitable transaction will affect our yearly result from arbitrage far more than it will the typical arbitrage operation. So far, Berkshire has not had a really bad experience. But we will - and when it happens we’ll report the gory details to you.

也因为我们只专注在少数几个案子，所以一个特别好或是特别差的案子，可能会大大地影响到我们一整年的套利成绩，所幸到目前为止，伯克希尔还没有遇到什么惨痛的经验，一旦发生我一定会一五一十的向各位报告。

The other way we differ from some arbitrage operations is that we participate only in transactions that have been publicly announced. We do not trade on rumors or try to guess takeover candidates. We just read the newspapers, think about a few of the big propositions, and go by our own sense of probabilities.

另有一点不同的是，我们只参与已经公开对外宣布的案子，我们不会仅靠着谣言或是去预测可能被并购的对象，我们只看报纸，思考几项关键因素，并依照我们判断的可能性做决定。

At yearend, our only major arbitrage position was 3,342,000 shares of RJR Nabisco with a cost of $281.8 million and a market value of $304.5 million. In January we increased our holdings to roughly four million shares and in February we eliminated our position. About three million shares were accepted when we tendered our holdings to KKR, which acquired RJR, and the returned shares were promptly sold in the market. Our pre-tax profit was a better-than-expected $64 million.

到了年底，我们剩下唯一的套利投资是 334.2 万股的 RJR Nabisco，投资成本 2.82 亿美元，目前市价 3.04亿美元，今年一月我们增加持股到 400 万股，接着在二月全部出清。有 300 万股是 KKR 决定并购 RJR 后，我们卖给 KKR 的，获利 6,400 万美元略高于预期。

Earlier, another familiar face turned up in the RJR bidding contest: Jay Pritzker, who was part of a First Boston group that made a tax-oriented offer. To quote Yogi Berra; “It was deja vu all over again.”

稍早之前，另外一位熟悉的面孔出现在 RJR 竞标比赛中：杰伊·普利兹克(Jay Pritzker)，他是第一波士顿集团的一员，该集团提出以税务规划为导向的提案，套句 YogiBerra 的说法：这感觉识曾相识！

During most of the time when we normally would have been purchasers of RJR, our activities in the stock were restricted because of Salomon’s participation in a bidding group. Customarily, Charlie and I, though we are directors of Salomon, are walled off from information about its merger and acquisition work. We have asked that it be that way: The information would do us no good and could, in fact, occasionally inhibit Berkshire’s arbitrage operations.

大部分的时间我们买进 RJR 有相当大的限制，由于在竞争者所罗兄公司我们有投资头寸，查理跟我也都是所罗门的董事，但我们却与所罗门整个并购案的所有信息隔绝，我们要求这样做：额外的信息对我们不见得就有好处，事实上，有时还会妨碍到伯克希尔进行套利的投资。

However, the unusually large commitment that Salomon proposed to make in the RJR deal required that all directors be fully informed and involved. Therefore, Berkshire’s purchases of RJR were made at only two times: first, in the few days immediately following management’s announcement of buyout plans, before Salomon became involved; and considerably later, after the RJR board made its decision in favor of KKR. Because we could not buy at other times, our directorships cost Berkshire significant money.

然而由于所罗门的提案规模相当的大，以致于所有的董事都必须完全被知会并参与，因此伯克希尔总共只有两个时点可以进行买进 RJR 的动作，第一次是当 RJR 管理层宣布整个并购计划的几天内，当时所罗门还未宣布加入竞标；另外一次是， RJR 董事会决定优先考虑 KKR 的提案之后。也因为所罗门的董事职务，使得伯克希尔的投资成本大大提高。

Considering Berkshire’s good results in 1988, you might expect us to pile into arbitrage during 1989. Instead, we expect to be on the sidelines.

看到 1988 年如此丰硕的套利成果，你可能会觉得我们应该继续朝这方面加强，但事实上，我们决定采取观望的态度。

One pleasant reason is that our cash holdings are down - because our position in equities that we expect to hold for a very long time is substantially up. As regular readers of this report know, our new commitments are not based on a judgment about short-term prospects for the stock market. Rather, they reflect an opinion about long-term business prospects for specific companies. We do not have, never have had, and never will have an opinion about where the stock market, interest rates, or business activity will be a year from now.

一个好的理由是因为我们决定大幅提高在长期股权方面的投资，所以目前的现金水位已经下降，常常读我们年报的人可能都知道，我们的决定不是基于短期股市的表现，反而我们注重的是个别企业的长期经济展望，我们从来没有、以后也不会对一年后的股市、利率或企业活动做任何的评论。

Even if we had a lot of cash we probably would do little in arbitrage in 1989. Some extraordinary excesses have developed in the takeover field. As Dorothy says: “Toto, I have a feeling we’re not in Kansas any more.”

然而就算是我们现金满满，我们在 1989 年可能也不会从事太多的套利交易，并购市场的发展已经有点过头了，就像 Dorothy 所说的：“奥图，我觉得我们好象已经不是在堪萨斯市了！”

We have no idea how long the excesses will last, nor do we know what will change the attitudes of government, lender and buyer that fuel them. But we do know that the less the prudence with which others conduct their affairs, the greater the prudence with which we should conduct our own affairs. We have no desire to arbitrage transactions that reflect the unbridled - and, in our view, often unwarranted - optimism of both buyers and lenders. In our activities, we will heed the wisdom of Herb Stein: “If something can’t go on forever, it will end.”

我们不太确定这种过热的现象会持续多久，包含参与热潮的政府、金主与买家的态度会如何转变，不过我们可以确定的是，当别人参与这些活动越不谨慎时，我们就越应该谨慎。我们不愿意参与那些反应买方与金主无可救药的乐观交易，通常我们认为这些乐观情绪是无保障的。在此我们将牢记赫伯·斯坦因(Herb Stein)的教训：如果一件事不能永远持续下去，那么它终将结束。