
我无法忘记的贝莱德历史上的第二笔交易是我们2007年收购的Equity Office Properties(简称EOP),当时它是美国最大的公开持有的办公楼所有者和管理者。
The second deal I cannot forget in Blackstone's history is our 2007 acquisition of Equity Office Properties, or EOP, then America's largest publicly held office building owner and manager.
我之所以特别提及这笔交易,有两个原因。其一,当时交易金额约为390亿美元,这是有史以来规模最大的房地产收购,远远超过了之前的纪录。在此之前,此类交易的最大规模仅约为100亿美元。
I single it out for two reasons. First, at roughly $39 billion, it was the largest real estate buyout in history at the time, topping the previous record by a huge margin. Until then, the largest such transaction had been worth around $10 billion.
其二,这笔交易确立了我们作为精明房地产投资者的声誉。从这两方面来看,它堪称贝莱德的典型交易。
Second, it established our reputation as a particularly astute real estate investor. In both respects, it was the quintessential Blackstone deal.
EOP由山姆·泽尔(Sam Zell)掌舵,他是行业内举足轻重的人物。当收购这家公司的机会摆在我们面前时,我感到异常紧张——甚至害怕——因为我知道我们正处于商业周期的顶峰。纪律已经荡然无存。人们在疯狂收购资产,坚信价格将无限上涨。这正是泡沫即将破裂的典型征兆。
EOP was run by Sam Zell, a formidable figure in the industry. When the opportunity to buy the company came to us, I felt intensely nervous -- frightened, even -- because I knew we were at the peak of the business cycle. Discipline had disappeared. People were buying assets with abandon, persuaded that prices would continue to rise indefinitely. That is a classic sign of a bubble about to burst.
自去年以来,我们一直在剥离周期性资产——即其价值和收益随经济周期波动的资产——并用非周期性资产取而代之,后者的现金流由更稳定的需求支撑,对更广泛经济的波动暴露较少。我猜想山姆·泽尔出售EOP也是出于类似的考虑。
Since the previous year, we had been selling cyclical assets -- those whose value and earnings rise and fall with the economic cycle -- and replacing them with noncyclical assets whose cash flows are supported by steadier demand and are less exposed to swings in the broader economy. I imagine Sam was selling for much the same reason.
EOP的资产确实具有吸引力,但它们是办公楼。而办公楼属于周期性资产:它们依赖于企业扩张、租户需求、租金、入住率以及信贷的可获得性。即便我们收购后资产价格上涨,一旦市场形势转变,其下跌的风险也将呈指数级增长。
EOP's properties were attractive, but they were office buildings. And office buildings are cyclical assets: They depend on corporate expansion, tenant demand, rents, occupancy and the availability of credit. Even if asset prices rose after we bought the company, the risk of a decline would grow exponentially once conditions turned.
因此,我们设计了一种规避这种风险的方式:我们计划在收购EOP后立即出售其资产。
So we devised a way to strip out that risk: We would sell EOP assets immediately after we bought them.
在这个规模下,大家都说出售需要几个月。但我提出了我的观点:“我不想要几个月的曝光,”我告诉他们。“可能会发生不好的事情,然后也许我们就卖不出去任何东西了。”接着我把真正想要的告诉了大家:“我想在我们收购公司的当天就卖出一半的资产。”我们从黑石集团各处抽调人员,组建了两个团队:一个负责收购EOP的团队,另一个负责准备出售其资产的团队。
At this scale, everyone said a sale would take months. But I made my case: "I don't want a few months of exposure," I told them. "Something bad could happen, and then maybe we wouldn't be able to sell anything." Then I told everyone what I really wanted: "I want half the assets sold the day we buy the company." We pulled in people from across Blackstone and formed two teams, an acquisition team to work on buying EOP, and a disposition team to prepare the sale of its assets.
我们占用了大楼里的每一个会议室。即使在与EOP谈判收购协议的同时,我们也在将其房产按地区划分为若干簇,全国范围内寻找买家并进行销售谈判。
We took over every conference room in the building. Even as we were negotiating the purchase agreement with EOP, we were carving its properties into regional clusters, searching for buyers across the country and negotiating sales.
每个簇都出现了几家竞标者,这使得整项工作变成了一项巨大的工程。通宵工作持续了几天。会议室里充满了汗水和外卖的味道。收购完成的那天,我们已经锁定了以盈利方式出售价值19亿美元EOP房产的合同。
Several bidders emerged for each cluster, which turned the effort into an enormous undertaking. The all-nighters ran for days. The conference rooms smelled of sweat and takeout food. The day the acquisition was completed, we had locked in contracts to sell $19 billion worth of EOP properties at a profit.
我给大家放了三天假。他们回来后,我告诉大家我们以如此好的价格出售了资产,因此也应该把剩余资产的一半也卖掉。“我们再去卖出价值10亿美元的资产,”我说。他们感到惊讶,但我们确实做到了。在这整套交易过程中,我们大约赚了30亿到40亿美元。
I gave everyone three days off. When they returned, I told them that we had sold at such good prices that we should sell half the remaining assets as well. "Let's go and sell another $10 billion of assets," I said. They were astonished, but we did it. Across the whole sequence of transactions, we made roughly $3 billion to $4 billion.
不久之后,房地产泡沫破裂,世界陷入金融危机。我们表现得非常好,而许多购买这些房产的买家却陷入了困境。
Soon afterward, the real estate bubble burst and the world plunged into financial crisis. We had done very well, while many of the buyers of those properties found themselves in difficulty.
能够完成这一经典的杠杆收购操作——这是危机前繁荣时期的标志性交易之一——是因为我们认识到周期峰值的真实面貌。这本身并不是一门神秘的艺术。在各个周期中,预警信号往往是相似的。
re able to pull off this classic buyout maneuver -- one of the defining deals of the pre-crisis boom -- because we recognized the peak of the cycle for what it was. That is not, in itself, a mysterious art. Across cycles, the warning signs tend to be the same.
说白了,危险时刻来临时,那些你绝不会想到会变得富有的人突然发了大财。他们通常只不过是借了巨款购买某个碰巧价格上涨的资产。随后他们变得自满,开始觉得自己“非常聪明”。他们错过了时机,收益随之消失。
To put it plainly, the dangerous moment comes when people you would never have imagined becoming rich are suddenly making fortunes. Usually they have done little more than borrow enormous sums to buy some asset whose price happens to be rising. Then they grow complacent. They begin to think, "I am a very smart fellow." They miss the timing and the gains evaporate.
在那些日子里,资金也到处泛滥。在美国,你几乎可以无限制地借款。企业纪律变得松懈。公司发行了实物支付债券,允许它们推迟现金利息支付,而投资者照样购买。
In those days, too, money was sloshing around everywhere. In America, you could borrow almost without limit. Corporate discipline had gone slack. Companies issued payment-in-kind bonds that allowed them to defer cash interest payments, and investors bought them all the same.
我们看清了那种情况的本来面目。在庞大的EOP交易之前,我们房地产业务的奠基人约翰·施赖伯和我已经养成了保守的直觉和健康的危机感。
We understood that situation for what it was. Before the vast EOP transaction, John Schreiber, the father of our real estate business, and I had developed conservative instincts and a healthy sense of danger.
还有一笔交易,我要归功于同样的意识:我们正处于周期顶峰。那笔交易就是我们收购EOP的同年进行的首次公开募股。
There is one more deal I owe to the same awareness that we were standing at the top of the cycle: the initial public offering we undertook the same year we acquired EOP.
斯蒂芬·施瓦茨曼是黑石集团的联合创始人、董事长兼首席执行官。
Stephen Schwarzman is co-founder, chairman and CEO of Blackstone.