单伟建写的一本关于1999年前后以新桥资本收购韩国第一银行的故事，非常真实。虽然读到一定阶段会感觉相当乏味，因为永远有谈不完的问题，长期拉锯战的谈判搞了好多次。但这就是真实的交易的样子，没有那么多看起来很容易的低垂的果实。这其实是个相当经典和成功的案子了。照例做些摘录。
Did Morgan get the money to finance the deal? The largest source, providing $225 million out of the $480 million required, came in the form of an IOU: a 50-year bond, bearing a 5 percent interest rate. In other words, Morgan borrowed almost half of the purchase price from Carnegie himself.
The dealmaker does not always win. And that is key: No private equity story is complete without knowing if the deal eventually makes or loses money.”
The process of obtaining mandates was opaque, often based not on a team’s capabilities and effort but based on connections—or shady quid pro quo. I felt the work was 20 percent financial engineering and 80 percent political engineering.”
JP摩根组织收购美国钢铁的交易还是非常经典的，卡耐基几乎出了一半的钱。交易其实本身是挺有技术含量的。投行的工作其实是20%金融+80%政治的描述非常准确，PE投资其实一定程度上也差不多。
We seemed to have cleared a major hurdle. Dan Carroll and I worked over the weekend to revise the term sheet, which we completed on the morning of Tuesday, December 22. We faxed it to the FSC that afternoon, just before my colleague Daniel Poon and I flew to Seoul from Hong Kong. Our flight was practically empty; there were few business travelers so close to Christmas. I did not know where negotiations between the government and HSBC stood at that point, but I assumed Westerners would not want to work over Christmas holiday, so the FSC team could concentrate all their attention on us. It felt like Santa was on our side.”
Our team had only two members, Daniel Poon and myself, camped out in Seoul, along with David Kim from Lehman
KFB交易的起点就是2个人的前方团队，加2个人的后方老板，四个人团队。对战HSBC。
Our strategy was different. My thinking was that diving into loan-level due diligence without knowing if we could strike a reasonable deal was a waste of time, manpower, and resources. Our proposed deal would be subject to due diligence, to be completed after signing the MOU, and, under our terms, we would be able to transfer all the bad loans and assets to the government after closing, so there was no need to do all our due diligence before the MOU. That allowed our team, small as it was, to remain fully focused on negotiations with the FSC.
小团队迎战大团队就需要不同的策略，TS上果断放弃直接对贷款的细节尽调，而是确定更关键的条款，这个很重要。
Bonderman’s idea was meant to give the government a better share of the upside. The warrants would dilute our own gains, but he was a big-picture man. Bonderman liked to say “In the scheme of things, this won’t matter to us.”The idea had not come up before, and was probably unnecessary to bring the parties closer, but we felt it would build goodwill and trust. Sure enough, Dr. Kim was pleased by our offer, but once the door was opened, the government demanded more warrants.
Big-picture man 老板能胸怀远大还是很重要的，否则这个交易估计谈不成。主动为对方多想一点。
I realized that we needed to find a way to balance this information asymmetry if we were going to build trust. Before we adjourned our March 2 meeting, I proposed to share our financial model with the government side, so they could see how we looked at the economics of the whole deal and judge for themselves whether it was fair and reasonable. This would be a major reveal, and was almost unheard of in a negotiation of this nature. It was like revealing your battle plan to your opponent in the middle of a war. But I thought transparency would build trust. We needed them to understand that what we had proposed was fair and reasonable.
建立互信不容易，能把model分享出去还是比较挑战的，虽然这么做最后对进度而言帮助依然有限，却无疑建立了很好的信任，是个大好事。
Winning the battle for public opinion was critically important, and the press was an important weapon. But so far we had been operating at a disadvantage. The FSC team wanted a much better deal than the MOU but couldn’t be seen to be walking away from the table; it had to make it look like it was Newbridge that was at fault. The public did not know the true story, and the local press naturally reflected nationalistic sentiment. I decided it was important to build a good relationship with the press and to correct any misperceptions. It was tricky to manage: We had to keep the specifics of the negotiation confidential. Nonetheless, communicating with the press and, through it, with the public, became an important part of my job.
大交易、大时代、直接和政府谈，没有媒体策略还是不行的。
At 4 pm on May 12 Blum left Seoul to return to San Francisco, having spent less than 24 hours on the ground. He hadn’t had the promised meeting with Mr. Choi and Chairman Lee and had had only a three-minute call with Noh. What a waste of time.
总会有类似的时刻，白跑一趟。再大的老板感觉也无法避免。
Capital raising was one stream of work I had not anticipated. By 1999, we were investing Newbridge Capital’s second fund, which had about $450 million to invest. Typically, a private equity fund would not put more than 20 percent of its total fund size into one transaction, to avoid what is called concentration risk. The idea is to spread the capital across multiple investments to minimize the downside if any one of them went south. Twenty percent of $450 million gave us about $90 million we could earmark for the KFB deal, which left us well short of the $500 million or so the transaction required. But Newbridge was affiliated with TPG, a much larger firm with a multi-billion-dollar fund, as well as with RCBA, Dick Blum’s investment firm. I had never worried about having enough capital for the KFB deal.”
I told him that I appreciated it and that he should also know I would be making an exception to charge him a reduced carry. He laughed again and repeated, “You are good.” We spent about half an hour together, negotiating how much of a discount in the carry we would give him, and we soon reached agreement. Quite unexpectedly, SoftBank became our largest limited partner in our KFB investment.”
融资不容易，这么大的交易居然自己只能掏出来一点点，也是奇迹了。意外之喜是孙正义居然参与了，还成了最大的投资人，当然作为交换，基金也给了Carry上的优惠减免。
Hynix got into trouble because of a worldwide collapse in the semiconductor market. The price of dynamic random-access memory chips, or DRAM, had fallen 90 percent in 2001. The semiconductor industry, a highly cyclical business, dived into a down cycle with no respite in sight. Those companies without sufficient cash reserves were at risk of running out of liquidity and failing. ”
“If one card issuer could not lend any more, the whole scheme would collapse, which was exactly what happened in 2003. The market was jolted by the news that LG Card, the largest credit card company in South Korea, was on the verge of bankruptcy, causing a credit card crisis.
KFB had been looking for ways to grow its assets and was a large provider of bulk lending, or large-size loans, to credit card companies. These loans were secured by the card receivables or obligations of cardholders to pay. In 2002, KFB’s total lending to credit card companies amounted to about 5 trillion won, or about five times the bank’s total equity capital. Cohen and his management team were concerned about the risks of the bank’s exposure to credit card companies and began a program to cut it drastically. By the time the credit card crisis hit, KFB was completely out of the bulk lending business with, surprisingly, zero exposure to credit card companies. If management had not moved quickly and wisely, KFB would have failed again, many times over, in 2003. Under Cohen and his team, KFB not only dodged a huge bullet but stood out as without any exposure to credit card companies. Sixteen other banks were deeply mired in the LG Card fiasco alone.
金融危机之后能够接连躲过海力士债务危机、信用卡债务危机，就真的是能力所在了。
Many people think that private equity investors buy a business on the cheap, dress it up, and sell it for a higher price. That certainly was not and is not what we do. Sometimes we get lucky with the timing and market conditions. More often, success requires judgment, difficult decisions, and a lot of hard work. We create value by turning around troubled businesses and by improving their operations. It involves much pain, sacrifice, investment, and strategic trade-offs. Unlike public companies, we do not have to worry about profitability from quarter to quarter, and we can focus on improving the long-term value of an institution.
创造价值是个不容易的事情。
KFB was a successful investment for Newbridge Capital and its investors. Together, the Korean government and Newbridge had invested 1 trillion won, or less than $900 million, five years earlier. Because the sale was priced in Korean won, which continued its ascent while we were waiting for regulatory approvals, we received about $3.3 billion when the transaction with Standard Chartered Bank finally closed.
卖给渣打又是个新故事，2000年和政府一起投入10亿美元，2005年33亿美元卖掉，还是相当不错的。虽然回报率谈不上特别高，但已经难能可贵了。新桥通过这个事一战成名，并不是其收益，而是其中的难度和艰辛。
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