1983-03-03 Warren Buffett.Issuance of Equity
Issuance of Equity
发行股份
Berkshire and Blue Chip are considering merger in 1983. If it takes place, it will involve an exchange of stock based upon an identical valuation method applied to both companies. The one other significant issuance of shares by Berkshire or its affiliated companies that occurred during present management's tenure was in the 1978 merger of Berkshire with Diversified Retailing Company.
Berkshire与Blue Chip正在考虑于1983年合并。如果合并成行，将涉及基于对两家公司采用相同估值方法的股票交换。在现任管理层任期内，Berkshire或其关联公司另一次重要的股份发行，发生在1978年Berkshire与Diversified Retailing Company的合并中。
Our share issuances follow a simple basic rule: we will not issue shares unless we receive as much intrinsic business value as we give. Such a policy might seem axiomatic. Why, you might ask, would anyone issue dollar bills in exchange for fifty-cent pieces? Unfortunately, many corporate managers have been willing to do just that.
我们的股份发行遵循一条简单的基本原则：除非我们所获得的内在商业价值与我们所付出的相当，否则我们不会发行股份。这一原则看似不言而喻。你或许会问：谁会愿意用一美元纸币换五十美分硬币呢？遗憾的是，许多企业管理层恰恰愿意这样做。
The first choice of these managers in making acquisitions may be to use cash or debt. But frequently the CEO's cravings outpace cash and credit resources (certainly mine always have). Frequently, also, these cravings occur when his own stock is selling far below intrinsic business value. This state of affairs produces a moment of truth. At that point, as Yogi Berra has said, "You can observe a lot just by watching." For shareholders then will find which objective the management truly prefers—expansion of domain or maintenance of owners' wealth.
这些管理层在进行收购时，首选或许是动用现金或举债。但CEO的欲望往往超出现金与信贷资源所能支撑的范围（我自己肯定也一直如此）。而且，这种欲望往往在自家股票的市价远低于内在商业价值时涌现。这种局面会造就一个见真章的时刻。正如Yogi Berra所说："光靠观察，你就能看到很多。"届时股东将发现，管理层真正看重的目标究竟是扩张版图，还是维护股东财富。
The need to choose between these objectives occurs for some simple reasons. Companies often sell in the stock market below their intrinsic business value. But when a company wishes to sell out completely, in a negotiated transaction, it inevitably wants to—and usually can—receive full business value in whatever kind of currency the value is to be delivered. If cash is to be used in payment, the seller's calculation of value received couldn't be easier. If stock of the buyer is to be the currency, the seller's calculation is still relatively easy: just figure the market value in cash of what is to be received in stock.
在这两个目标之间必须作出抉择，原因很简单。公司在股票市场上的交易价格往往低于其内在商业价值。但当一家公司希望在协议交易中整体出售时，它必然希望——通常也能够——以任何支付形式获得完整的商业价值。如果以现金支付，卖方对所获价值的计算再简单不过。如果以买方股票作为支付货币，卖方的计算仍然相对容易：只需折算成现金，算出所收股票的市场价值即可。
Meanwhile, the buyer wishing to use his own stock as currency for the purchase has no problems if the stock is selling in the market at full intrinsic value.
与此同时，若买方希望以本公司股票作为收购货币，只要该股票在市场上的交易价格反映了完整的内在价值，便不存在任何问题。
But suppose it is selling at only half intrinsic value. In that case, the buyer is faced with the unhappy prospect of using a substantially undervalued currency to make its purchase.
但假设该股票的交易价格仅为内在价值的一半。在这种情况下，买方将面临一个令人沮丧的前景：以大幅低估的货币来完成收购。
Ironically, were the buyer to instead be a seller of its entire business, it too could negotiate for, and probably get, full intrinsic business value. But when the buyer makes a partial sale of itself—and that is what the issuance of shares to make an acquisition amounts to—it can customarily get no higher value set on its shares than the market chooses to grant it.
颇具讽刺意味的是，如果买方反过来整体出售自身业务，它同样可以谈判争取到——并且很可能真的获得——完整的内在商业价值。但当买方对自身进行部分出售时——发行股票进行收购本质上就是如此——它通常只能接受市场愿意赋予其股票的价值，而无法获得更高的估值。
The acquirer who nevertheless barges ahead ends up using an undervalued (market value) currency to pay for a fully valued (negotiated value) property. In effect, the acquirer must give up $2 of value to receive $1 of value. Under such circumstances, a marvelous business purchased at a fair sales price becomes a terrible buy. For gold valued as gold cannot be purchased intelligently through the utilization of gold—or even silver—valued as lead.
仍然一意孤行的收购方，最终是在用低估的（市场价值）货币购买充分定价的（协议价值）资产。实际上，收购方必须付出2美元的价值，才能换回1美元的价值。在这种情况下，即便以公允价格买入一家出色的企业，也会变成一笔糟糕的交易。因为以黄金之价值的黄金，无法用被当作铅来估价的黄金——甚至白银——来聪明地购买。
为自己喜欢的东西付出更高的代价。
If, however, the thirst for size and action is strong enough, the acquirer's manager will find ample rationalizations for such a value-destroying issuance of stock. Friendly investment bankers will reassure him as to the soundness of his actions. (Don't ask the barber whether you need a haircut.)
然而，如果对规模与行动的渴望足够强烈，收购方的管理层总能为这种损害价值的股票发行找到充足的理由。友善的投资银行家会向他保证其行为的合理性。（别去问理发师你是否需要理发。）
A few favorite rationalizations employed by stock-issuing managements follow:
以下是发行股票的管理层惯用的几种借口：
(a) "The company we're buying is going to be worth a lot more in the future." (Presumably so is the interest in the old business that is being traded away; future prospects are implicit in the business valuation process. If 2X is issued for X, the imbalance still exists when both parts double in business value.)
"我们收购的公司未来将价值更高。"（被交换出去的原有业务权益想必同样如此；未来前景已隐含在企业估值过程之中。如果以2X换取X，那么当双方的业务价值都翻倍时，这种失衡依然存在。）
(b) "We have to grow." (Who, it might be asked, is the "we"? For present shareholders, the reality is that all existing businesses shrink when shares are issued. Were Berkshire to issue shares tomorrow for an acquisition, Berkshire would own everything that it now owns plus the new business, but your interest in such hard-to-match businesses as See's Candy Shops, National Indemnity, etc. would automatically be reduced. If (1) your family owns a 120-acre farm and (2) you invite a neighbor with 60 acres of comparable land to merge his farm into an equal partnership—with you to be managing partner, then (3) your managerial domain will have grown to 180 acres but you will have permanently shrunk by 25% your family's ownership interest in both acreage and crops. Managers who want to expand their domain at the expense of owners might better consider a career in government.)
"我们必须增长。"（不妨问一句，这个"我们"指的是谁？对现有股东而言，现实是：每当发行新股，所有既有业务都在缩水。如果Berkshire明天发行新股进行收购，Berkshire将拥有其现有的一切加上新业务，但你在See's Candy Shops、National Indemnity等难以复制的优秀业务中的权益将自动被摊薄。打个比方：（1）你家拥有一座120英亩的农场；（2）你邀请一位拥有60英亩同等土地的邻居，将他的农场合并成一个平等的合伙——由你担任管理合伙人；那么（3）你的管理版图将扩大至180英亩，但你家对土地和收成的所有权将永久缩减25%。那些想以牺牲股东利益来扩张版图的管理层，或许应当考虑去从政。）
(c) "Our stock is undervalued and we've minimized its use in this deal—but we need to give the selling shareholders 51% in stock and 49% in cash so that certain of those shareholders can get the tax-free exchange they want." (This argument acknowledges that it is beneficial to the acquirer to hold down the issuance of shares, and we like that. But if it hurts the old owners to utilize shares on a 100% basis, it very likely hurts on a 51% basis. After all, a man is not charmed if a spaniel defaces his lawn, just because it's a spaniel and not a St. Bernard. And the wishes of sellers can't be the determinant of the best interests of the buyer—what would happen if, heaven forbid, the seller insisted that as a condition of merger the CEO of the acquirer be replaced?)
"我们的股票被低估了，我们在这笔交易中已尽量减少股票的使用——但我们需要给出售方股东51%的股票和49%的现金，以便其中某些股东能获得他们希望的免税交换。"（这一说法承认了压低股票发行数量对收购方有利，这一点我们认同。但如果以100%股票支付会损害老股东的利益，那么以51%股票支付很可能同样如此。毕竟，如果一只小猎犬糟蹋了你的草坪，你不会因为它是小猎犬而非圣伯纳犬就感到高兴。而且，卖方的意愿不能成为决定买方最佳利益的准则——试想，如果卖方坚持要求以撤换收购方CEO作为合并条件，那会是什么局面？）
There are three ways to avoid destruction of value for old owners when shares are issued for acquisitions. One is to have a true business-value-for-business-value merger, such as the Berkshire-Blue Chip combination is intended to be. Such a merger attempts to be fair to shareholders of both parties, with each receiving just as much as it gives in terms of intrinsic business value. The Dart Industries-Kraft and Nabisco Standard Brands mergers appeared to be of this type, but they are the exceptions. It's not that acquirers wish to avoid such deals; it's just that they are very hard to do.
在发行股票进行收购时，有三种方式可以避免对老股东造成价值损害。其一是实现真正意义上的商业价值对等合并，Berkshire与Blue Chip的合并即意图如此。这类合并力求对双方股东公平，各方以内在商业价值衡量，所获与所付等值。Dart Industries与Kraft的合并，以及Nabisco与Standard Brands的合并，看似属于这种类型，但它们是例外。并非收购方不愿做此类交易，只是这类交易极难实现。
The second route presents itself when the acquirer's stock sells at or above its intrinsic business value. In that situation, the use of stock as currency actually may enhance the wealth of the acquiring company's owners. Many mergers were accomplished on this basis in the 1965-69 period. The results were the converse of most of the activity since 1970: the shareholders of the acquired company received very inflated currency (frequently pumped up by dubious accounting and promotional techniques) and were the losers of wealth through such transactions.
第二种途径出现在收购方股票的市价等于或高于其内在商业价值之时。在这种情况下，以股票作为支付货币实际上可能增厚收购方股东的财富。1965至1969年间，许多合并正是在这一基础上完成的。其结果与1970年后大多数并购活动恰好相反：被收购方的股东收到的是严重虚高的货币（往往由可疑的会计手法和宣传技巧推波助澜），并通过此类交易蒙受了财富损失。
During recent years the second solution has been available to very few large companies. The exceptions have primarily been those companies in glamorous or promotional businesses to which the market temporarily attaches valuations at or above intrinsic business valuation.
近年来，第二种途径对极少数大型公司才具有可行性。例外主要集中在那些从事光鲜亮丽或善于自我营销业务的公司——市场暂时给予这类公司等于乃至高于其内在商业价值的估值。
The third solution is for the acquirer to go ahead with the acquisition, but then subsequently repurchase a quantity of shares equal to the number issued in the merger. In this manner, what originally was a stock-for-stock merger can be converted, effectively, into a cash-for-stock acquisition. Repurchases of this kind are damage-repair moves. Regular readers will correctly guess that we much prefer repurchases that directly enhance the wealth of owners instead of repurchases that merely repair previous damage. Scoring touchdowns is more exhilarating than recovering one's fumbles. But, when a fumble has occurred, recovery is important and we heartily recommend damage-repair repurchases that turn a bad stock deal into a fair cash deal.
第三种解决方案是收购方在完成收购之后，随即回购数量与合并中所发行股票相当的股份。通过这种方式，原本的股票换股票合并可以实际上转化为现金换股票的收购。此类回购是亡羊补牢之举。老读者不难猜到，我们更偏好那种直接增厚股东财富的回购，而非仅仅弥补此前损失的回购。达阵得分远比捡回自己的漏球更令人振奋。但当漏球已经发生，捡回来至关重要——我们衷心推荐这种将糟糕的股票交易转化为公平现金交易的补救性回购。
使账面保持清晰，至少可以让自己直面现实。
The language utilized in mergers tends to confuse the issues and encourage irrational actions by managers. For example, "dilution" is usually carefully calculated on a pro forma basis for both book value and current earnings per share. Particular emphasis is given to the latter item. When that calculation is negative (dilutive) from the acquiring company's standpoint, a justifying explanation will be made (internally, if not elsewhere) that the lines will cross favorably at some point in the future. (While deals often fail in practice, they never fail in projections—if the CEO is visibly panting over a prospective acquisition, subordinates and consultants will supply the requisite projections to rationalize any price.) Should the calculation produce numbers that are immediately positive—that is, anti-dilutive—for the acquirer, no comment is thought to be necessary.
并购中惯用的措辞往往模糊问题的实质，助长管理层的非理性行为。例如，"稀释"通常会针对账面价值和当期每股收益仔细进行预估计算，且尤其强调后者。当这一计算结果从收购方角度来看为负值（即产生稀释）时，总会有一套说辞来自圆其说（即便不对外，至少在内部如此）——称两条线终将在未来某个时点有利地交叉。（交易在实践中时常失败，但在预测中从不失败——如果CEO明显对某项潜在收购垂涎欲滴，下属和顾问自会提供所需的预测数据，为任何价格提供合理化依据。）而若计算结果对收购方立即呈现正值——即反稀释——则无需任何评论，理所当然。
The attention given this form of dilution is overdone: current earnings per share (or even earnings per share of the next few years) are an important variable in most business valuations, but far from all powerful.
对这种形式稀释的过度关注是本末倒置的：当期每股收益（乃至未来几年的每股收益）在大多数企业估值中固然是重要变量，但绝非决定性因素。
There have been plenty of mergers, non-dilutive in this limited sense, that were instantly value destroying for the acquirer. And some mergers that have diluted current and near-term earnings per share have in fact been value-enhancing. What really counts is whether a merger is dilutive or anti-dilutive in terms of intrinsic business value (a judgment involving consideration of many variables). We believe calculation of dilution from this viewpoint to be all-important (and too seldom made).
在这种有限意义上不构成稀释的并购，已有不少在完成的瞬间即对收购方造成了价值损毁。而某些稀释了当期及近期每股收益的并购，事实上却实现了价值增厚。真正重要的，是一项并购在内在商业价值层面究竟是稀释性的还是反稀释性的（这是一项需要综合考量众多变量的判断）。我们认为从这一视角出发的稀释计算至关重要——而实践中却极少有人真正去做。
A second language problem relates to the equation of exchange. If Company A announces that it will issue shares to merge with Company B, the process is customarily described as "Company A to Acquire Company B", or "B Sells to A". Clearer thinking about the matter would result if a more awkward but more accurate description were used: "Part of A sold to acquire B", or "Owners of B to receive part of A in exchange for their properties". In a trade, what you are giving is just as important as what you are getting. This remains true even when the final tally on what is being given is delayed. Subsequent sales of common stock or convertible issues, either to complete the financing for a deal or to restore balance sheet strength, must be fully counted in evaluating the fundamental mathematics of the original acquisition. (If corporate pregnancy is going to be the consequence of corporate mating, the time to face that fact is before the moment of ecstasy.)
第二个措辞问题涉及交换方程式。如果A公司宣布将发行股票以与B公司合并，这一过程通常被描述为"A公司收购B公司"或"B公司出售给A公司"。若换用一种更拗口但更准确的表述，思路会更加清晰："A公司出售部分自身以换取B公司"，或"B公司股东将以其资产换取A公司的部分股权"。在一笔交易中，你所付出的与你所获得的同等重要。即便对所付出之物的最终盘点有所延迟，这一点依然成立。后续的普通股增发或可转换证券发行——无论是为了完成一笔交易的融资，还是为了恢复资产负债表的强健——在评估原始收购的基本数学逻辑时，都必须被完整纳入计算。（如果企业结合可能带来企业孕育的后果，那么正视这一事实的时机，应在狂喜之前。）
Managers and directors might sharpen their thinking by asking themselves if they would sell 100% of their business on the same basis they are being asked to sell part of it. And if it isn't smart to sell all on such a basis, they should ask themselves why it is smart to sell a portion. A cumulation of small managerial stupidities will produce a major stupidity—not a major triumph. (Las Vegas has been built upon the wealth transfers that occur when people engage in seemingly-small disadvantageous capital transactions.)
管理层和董事们或许可以通过自问来磨砺思维：如果在同样的条件下，他们是否愿意出售100%的业务——而现在他们被要求出售的不过是其中一部分。如果在这种条件下出售全部并不明智，他们就应当扪心自问：出售一部分又明智在何处？管理层小错误的积累，终将酿成大错误——而非大胜利。（拉斯维加斯正是建立在人们不断参与看似微小的不利资本交易所发生的财富转移之上的。）
The "giving versus getting" factor can most easily be calculated in the case of registered investment companies. Assume Investment Company X, selling at 50% of asset value, wishes to merge with Investment Company Y. Assume, also, that Company X therefore decides to issue shares equal in market value to 100% of Y's asset value.
"付出与所得"这一因素，在注册投资公司的案例中最易于计算。假设投资公司X的市价为其资产价值的50%，希望与投资公司Y合并。同时假设，X公司因此决定发行市值相当于Y公司资产价值100%的股票。
Such a share exchange would leave X trading $2 of its previous intrinsic value for $1 of Y's intrinsic value. Protests would promptly come forth from both X's shareholders and the SEC, which rules on the fairness of registered investment company mergers. Such a transaction simply would not be allowed.
这样的股票交换将使X公司以2美元的原有内在价值换取Y公司1美元的内在价值。X公司股东和美国证券交易委员会——后者负责裁定注册投资公司合并的公平性——将立即提出抗议。这样的交易根本不会被允许。
In the case of manufacturing, service, financial companies, etc., values are not normally as precisely calculable as in the case of investment companies. But we have seen mergers in these industries that just as dramatically destroyed value for the owners of the acquiring company as was the case in the hypothetical illustration above. This destruction could not happen if management and directors would assess the fairness of any transaction by using the same yardstick in the measurement of both businesses.
对于制造业、服务业、金融公司等，价值通常不像投资公司那样可以精确计算。但我们已经看到，这些行业中的某些合并，对收购方股东造成的价值损毁，与上述假设案例同样触目惊心。如果管理层和董事们能够以同一把尺子衡量交易双方的公平性，这种损毁本不会发生。
Finally, a word should be said about the "double whammy" effect upon owners of the acquiring company when value-diluting stock issuances occur. Under such circumstances, the first blow is the loss of intrinsic business value that occurs through the merger itself. The second is the downward revision in market valuation that, quite rationally, is given to that now-diluted business value. For current and prospective owners understandably will not pay as much for assets lodged in the hands of a management that has a record of wealth-destruction through unintelligent share issuances as they will pay for assets entrusted to a management with precisely equal operating talents, but a known distaste for anti-owner actions. Once management shows itself insensitive to the interests of owners, shareholders will suffer a long time from the price/value ratio afforded their stock (relative to other stocks), no matter what assurances management gives that the value-diluting action taken was a one-of-a-kind event.
最后，有必要谈谈当价值稀释性股票发行发生时，收购方股东所遭受的"双重打击"效应。在这种情况下，第一重打击是合并本身所造成的内在商业价值损失。第二重打击是市场对那已被稀释的业务价值所作出的理性向下重估。这是可以理解的：无论是现有股东还是潜在投资者，都不会为托付在一个有着通过愚蠢股票发行损毁财富记录的管理层手中的资产，支付与另一个拥有完全相同经营才能、但明确厌恶损害股东利益行为的管理层所管理资产同等的价格。一旦管理层表现出对股东利益的漠视，无论其如何保证此次价值稀释行为是个别例外，股东都将在很长时间内为其股票所获得的价格/价值比（相对于其他股票）付出代价。
Those assurances are treated by the market much as one-bug-in-the-salad explanations are treated at restaurants. Such explanations, even when accompanied by a new waiter, do not eliminate a drop in the demand (and hence market value) for salads, both on the part of the offended customer and his neighbors pondering what to order. Other things being equal, the highest stock market prices relative to intrinsic business value are given to companies whose managers have demonstrated their unwillingness to issue shares at any time on terms unfavorable to the owners of the business.
市场对这类保证的态度，颇似餐厅顾客对"沙拉里只有一只虫"解释的态度。这类解释，即便换上一个新服务员，也无法消除对沙拉需求（进而市场价值）的打击——无论是对那位深受其害的顾客，还是对正在斟酌点餐的邻桌食客，皆是如此。在其他条件相同的情况下，股票市价相对于内在商业价值最高的，往往是那些管理层始终表现出不愿在任何对股东不利的条件下发行股票的公司。
At Berkshire, or any company whose policies we determine (including Blue Chip and Wesco), we will issue shares only if our owners receive in business value as much as we give. We will not equate activity with progress or corporate size with owner-wealth.
在Berkshire，或任何由我们制定政策的公司（包括Blue Chip和Wesco），我们只会在股东所获得的商业价值与我们所付出的相当时，才会发行股份。我们不会将行动等同于进步，也不会将企业规模等同于股东财富。
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1983-03-03 Warren Buffett.Issuance of Equity
Refer To：《1983-03-03 Warren Buffett's Letters to Berkshire Shareholders》。 Issuance of Equity 发行股份 Berkshire and Blue Chip are considering merger in 1983. If it takes place, it will involve an exchange of stock based upon an identical valuation method ...1983-03-03 Warren Buffett.Insurance and Quasi-administered pricing system
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