During 2001, we were somewhat more active than usual in “junk” bonds. These are not, we should emphasize, suitable investments for the general public, because too often these securities live up to their name. We have never purchased a newly-issued junk bond, which is the only kind most investors are urged to buy. When losses occur in this field, furthermore, they are often disastrous: Many issues end up at a small fraction of their original offering price and some become entirely worthless.
在 2001 年,我们在“junk(垃圾)”债券上的操作比平时更积极一些。我们要强调的是:这类投资并不适合普通公众,因为这些证券往往真的名副其实。我们从未购买过新发行的垃圾债——而这恰恰是大多数投资者被鼓动去买的那一种。此外,这个领域一旦发生亏损,往往是灾难性的:很多债券最终价格跌到发行价的一小部分,有些甚至会彻底归零。
Despite these dangers, we periodically find a few — a very few — junk securities that are interesting to us. And, so far, our 50-year experience in distressed debt has proven rewarding. In our 1984 annual report, we described our purchases of Washington Public Power System bonds when that issuer fell into disrepute. We’ve also, over the years, stepped into other apparent calamities such as Chrysler Financial, Texaco and RJR Nabisco — all of which returned to grace. Still, if we stay active in junk bonds, you can expect us to have losses from time to time.
尽管风险如此,我们仍会周期性地发现极少数——非常非常少——对我们有吸引力的垃圾债。并且截至目前,我们 50 年的困境债(distressed debt)经验证明回报可观。在 1984 年的年报中,我们曾描述过当 Washington Public Power System 声誉扫地时,我们买入其债券的经历。多年来,我们也介入过其他看似灾难的局面,比如 Chrysler Financial、Texaco 和 RJR Nabisco——它们后来都恢复了体面。不过,即便我们继续参与垃圾债,你也应该预期我们会不时出现亏损。
Occasionally, a purchase of distressed bonds leads us into something bigger. Early in the Fruit of the Loom bankruptcy, we purchased the company’s public and bank debt at about 50% of face value. This was an unusual bankruptcy in that interest payments on senior debt were continued without interruption, which meant we earned about a 15% current return. Our holdings grew to 10% of Fruit’s senior debt, which will probably end up returning us about 70% of face value. Through this investment, we indirectly reduced our purchase price for the whole company by a small amount.
有时,购买困境债会把我们带入更大的交易。Fruit of the Loom 破产初期,我们以大约面值 50% 的价格买入了该公司的公开债务与银行债务。这次破产很不寻常:高级债(senior debt)的利息支付从未中断,这意味着我们获得了约 15% 的当期收益。我们的持仓最终增长到 Fruit 高级债的 10%,而这部分投资很可能最终回收约面值的 70%。通过这笔投资,我们以一种间接方式把整家公司收购价小幅压低了一点。
In late 2000, we began purchasing the obligations of FINOVA Group, a troubled finance company, and that, too, led to our making a major transaction. FINOVA then had about $11 billion of debt outstanding, of which we purchased 13% at about two-thirds of face value. We expected the company to go into bankruptcy, but believed that liquidation of its assets would produce a payoff for creditors that would be well above our cost. As default loomed in early 2001, we joined forces with Leucadia National Corporation to present the company with a prepackaged plan for bankruptcy.
在 2000 年末,我们开始买入 FINOVA Group——一家陷入困境的金融公司——的债务,而这同样把我们引向了一笔重大交易。当时 FINOVA 约有 110 亿美元未偿债务,其中我们买入了 13%,价格约为面值的三分之二。我们预计公司会进入破产程序,但认为其资产清算给债权人的回收将显著高于我们的成本。随着 2001 年初违约迫近,我们与 Leucadia National Corporation 联手,向公司提交了一份预打包(prepackaged)的破产方案。
The plan as subsequently modified (and I’m simplifying here) provided that creditors would be paid 70% of face value (along with full interest) and that they would receive a newly-issued 7½% note for the 30% of their claims not satisfied by cash. To fund FINOVA’s 70% distribution, Leucadia and Berkshire formed a jointly-owned entity — mellifluently christened Berkadia — that borrowed $5.6 billion through FleetBoston and, in turn, re-lent this sum to FINOVA, concurrently obtaining a priority claim on its assets. Berkshire guaranteed 90% of the Berkadia borrowing and also has a secondary guarantee on the 10% for which Leucadia has primary responsibility. (Did I mention that I am simplifying?).
随后经修改后的方案(我这里做了简化)规定:债权人将收到其债权面值的 70% 现金偿付(并且利息全额支付),而对剩余 30% 未被现金满足的部分,债权人将收到一笔新发行的 7.5% 票据(note)。为了给 FINOVA 的这笔 70% 分配提供资金,Leucadia 与 Berkshire 共同成立了一家合资实体——名字起得很顺口:Berkadia。Berkadia 通过 FleetBoston 借入 56 亿美元,并将这笔钱转贷给 FINOVA,同时取得对其资产的优先索偿权(priority claim)。Berkshire 为 Berkadia 的借款提供 90% 的担保,并且对剩余 10%(由 Leucadia 承担主要担保责任的部分)还提供了次级担保。(我有说过我是在“简化”吗?)
There is a spread of about two percentage points between what Berkadia pays on its borrowing and what it receives from FINOVA, with this spread flowing 90% to Berkshire and 10% to Leucadia. As I write this, each loan has been paid down to $3.9 billion.
Berkadia 在借款成本与从 FINOVA 收取的利息之间存在约 2 个百分点的利差,这个利差收益中 90% 归 Berkshire,10% 归 Leucadia。截至我写这段文字时,两笔贷款的余额都已偿还到 39 亿美元。
As part of the bankruptcy plan, which was approved on August 10, 2001, Berkshire also agreed to offer 70% of face value for up to $500 million principal amount of the $3.25 billion of new 7½% bonds that were issued by FINOVA. (Of these, we had already received $426.8 million in principal amount because of our 13% ownership of the original debt.) Our offer, which was to run until September 26, 2001, could be withdrawn under a variety of conditions, one of which became operative if the New York Stock Exchange closed during the offering period. When that indeed occurred in the week of September 11th, we promptly terminated the offer.
作为经 2001 年 8 月 10 日获批的破产方案的一部分,Berkshire 还同意:对 FINOVA 新发行的 32.5 亿美元、票息 7.5% 的新债券,提供一项要约——以面值 70% 的价格,最多收购其中 5 亿美元本金。(其中,因为我们持有原始债务的 13%,我们已经获得了 4.268 亿美元本金的新债。)我们的要约原定持续到 2001 年 9 月 26 日,并可在多种条件下撤回,其中一项条件是:在要约期间如果 New York Stock Exchange 关闭,要约即可撤回。当这一情况确实在 9 月 11 日那周发生后,我们迅速终止了该要约。
Many of FINOVA’s loans involve aircraft assets whose values were significantly diminished by the events of September 11th. Other receivables held by the company also were imperiled by the economic consequences of the attack that day. FINOVA’s prospects, therefore, are not as good as when we made our proposal to the bankruptcy court. Nevertheless we feel that overall the transaction will prove satisfactory for Berkshire. Leucadia has day-to-day operating responsibility for FINOVA, and we have long been impressed with the business acumen and managerial talent of its key executives.
FINOVA 的贷款中有不少以飞机资产为抵押,而 9 月 11 日事件显著削弱了这些资产的价值。公司持有的其他应收款也因当天袭击带来的经济后果而面临风险。因此,FINOVA 的前景已不如我们向破产法院提出方案时那般乐观。尽管如此,我们仍认为总体而言这笔交易会让 Berkshire 觉得满意。Leucadia 负责 FINOVA 的日常经营,而我们长期以来一直很欣赏其核心高管的商业判断力与管理才能。