大佬单伟健的第三本书，讲当年收购和出售深发展的故事，比我预想的精彩太多了，也比收购韩国第一银行的《金钱博弈》要精彩。前年出来等了快一年还没有中文版，索性就把英文版在春节前读完了，补个摘录笔记。读完才感觉这本书这几年都未必能把中文版出出来，毕竟书中的不少人物都还健在，多少可能会有些顾虑。
读完最大的感受就是这样的大案子真是人一生可遇不可求的机会。即便遇上了，其中的万千变化也是犹如九九八十一难真能过去才算拿下，拿下之后还要各种过关斩将来管理提升，最后是出售，也是各种曲折。这其实就是真实的商业故事。差不多和共和国同龄的单，到了新世纪，也已经是五十左右的人了。前五十年历经文革，文革后出国读书当教授，90年代改行投行到香港，之后又转PE投资加入新桥，金融危机时参与了韩国第一银行的收购，还没出手就遇上了深发展的机会。真是不容易。照例做些摘要。
The agreement was fairly simple: Newbridge would acquire all the shares of SDB held by the city government. Those shares represented about 20% of the total and constituted a controlling block, due to the fact that the rest of the shares were widely dispersed. Newbridge would have effective control by having the right to appoint a majority of the board of directors and new management. The price was set at five times adjusted book value but the multiple, 5, was shown in brackets, indicating that it remained subject to negotiation. And so it was that two months and two weeks after that first meeting, we had concluded the framework agreement for a deal to buy a Chinese bank.
2个月就能迅速达成框架协议，却只是万里长征的第一步。
Even though Zhu Rongji did not indicate his personal views one way or the other, we thought the fact he did not object to the proposed deal was significant enough. She asked me if I, as an outside advisor, would write a letter to Zhu to explain that a successful issuance of the contemplated bond depended on the credit quality of the issuer, which would have been damaged if it had acquired a loss-making firm.
这个交易居然是需要直接给朱总理写信的，甚至是副市长的意思。这就是国内做生意的难度。
In fact, under the World Trade Organization framework, foreign banks are not permitted to conduct local currency retail business in China until 2007 and are not permitted to establish more than one branch per year, and then only if approved by the central bank.
回头看这个事在政策上的突破还真是很大。当时限制外资对银行持股，自然也限制控制；但20%的持股不突破持股限制，却突破了控制限制也真是明着钻空子——政策怎么执行还是要具体看，这就是国情。
Therefore, Morgan Stanley’s model was based on a critical assumption: that we would be allowed by regulators to operate the bank without adequate capital. The rights issue would raise only about $500 million, not enough to fully recapitalize the bank. The banking regulator would therefore have to allow SDB to operate for a long period of time without reaching the capital adequacy ratio required by regulation. In the end, everyone thought the projections—achieving 20% annual growth rate on the back of build- ing a retail banking franchise—were aggressive but feasible.
这就是购买的核心价值，网点就是机会。同时，政策上还允许虽然资本不足，也能继续运行。
A month before, the vice mayor had insisted on 1.5 times the reported NAV, the top of our agreed range. Now Xiao blew through that range and demanded 2.3 times NAV. He presented this as a compromise, saying he thought Shenzhen should have insisted on a multiple of 2.8. I was quite annoyed by this, and I told him so. I said the city government lacked sincerity and good faith. But he smiled and asked me to be patient, saying that he had to take one little step at a time. I figured that to him, this was all part of a necessary ritual of shadow boxing.
协议就是废纸，当年的政府就是这样，虽然协议上是上限1.5倍，政府还是能自己从2.3倍谈起。显然是没有契约精神，但也不是背信弃义，国情罢了。
I remember once talking with him about the need for businesses to build core competence and to specialize in order to succeed, which was a subject I had taught at Wharton. At that moment, we were playing badminton together. To prove my point, I remarked, “It is just like no athletes can be good at all sports.” Zhou looked at me with a grin and a twinkle in his eye and said, “I am good at all sports.” Everyone around us burst out laughing. Indeed, there were few sports he couldn’t play well.
I had met Liu for the first time a year earlier. A friend of mine, a senior partner at PwC, the accounting firm, called me one day. She said that Mr. Liu Mingkang, chairman and CEO of Bank of China, wanted to meet with me. I inquired as to the purpose of the meeting, but my friend did not know. As I was traveling to Beijing on business a few days later, I was invited to join him for dinner. I had expected to see other guests, but was quite surprised to discover I was the only one there.
央行行长、银监会主席的交情如果没有，这单生意估计更没戏。多交朋友还是蛮重要的。
Since I knew Governor Zhou and Chairman Liu well, I made sure to keep them informed of the progress of the SDB transaction, which now fell under their purview. Not surprisingly, they were both supportive of the transaction. They understood that it had the potential on its own to be a significant step in China’s banking reforms. I also shared with each of them the results of our due diligence work to date, including the report produced by PwC. This report was probably among the first quality inside looks at a Chinese bank ever conducted by an international audit firm under the direction of a foreign investor. Neither man appeared surprised by the extent of the problems; both wanted to see transformative improvements in the bank’s operations.
和监管老大直接汇报的线路可不容易。
For us, knee-deep in the negotiations and all the inner workings of SDB, our position seemed eminently sensible. But Bonderman provided a different perspective. The difference between Xiao’s current ask of 1.65 times and our thinking of 1.38 times would be $25 million. That seemed like a lot of money and it represented a 20% premium to the one billion yuan number (roughly $120 million). But Bonderman didn’t see it that way. “This deal,” he said, “is either going to work or it isn’t. The result will be binary.” In his mind, we either would make a lot of money if we could successfully turn around this bank or we would lose money if we failed to do so. “In the scheme of things,” he continued, “$25 million makes no difference.” The key, he felt, was to seize the moment and get it done as quickly as possible.
Bonderman的判断真是真大佬思维，25M虽然不少，但对这单生意的胜败来说其实意义不大。成了赚很多钱不在乎这个成本，是零和一的事情。这个Bonderman在美剧Uber里描述成一个铁人般的硬汉形象，果然如此。非常简短精炼、独到的判断。
On the day itself, I was in Malaysia chairing the last board meeting of Newbridge’s holding company for KFB.We closed the year having agreed to sell our control in KFB to Standard Chartered Bank and having bought control of SDB from the Shenzhen government. Both of these events took place in the last week of 2004.
双喜临门。
On October 26, we caught a break. That morning, Langlois called to tell me that Philip Purcell, the chairman and CEO of Morgan Stanley, was visiting Beijing and would be meeting with China’s central banker at 9:00 a.m. I looked at my watch; it was already 8:45. I hurriedly placed a call to Governor Zhou Xiaochuan, and by luck I was able to reach him. I asked him to help persuade Purcell to allow Langlois to serve as chairman of SDB. I thought it would be hard for Purcell to turn down a direct appeal from China’s central banker. Sure enough, three days later, Langlois called to say that Morgan Stanley had given him the permission.
和周老板的关系真是不一般，请个高管的小事居然能亲自麻烦央行行长出马。
Yi used a two-dimensional graph to show the regions’ four resulting buckets: (1) rich with good credit culture; (2) rich with weak credit culture; (3) poor with good credit culture; and (4) poor with weak credit culture. His analysis contradicted the conventional wisdom that the credit culture in poor regions was worse because firms there were less capable of paying back their loans. He showed that in a poor province like Gansu, the loan quality of the banks was generally quite good, whereas in a rich province like Guangdong, the loan quality was surprisingly poor. He attributed this pattern to the credit culture unique to each region.
易行长关于信贷的研究还是蛮符合国情的，不良贷款更多是和信贷文化相关，而不是贫富。信贷文化其实就是传统文化，重信重情的才有未来。
“Where there is a will, there is a way,” I said. “If a person wants to do something well, then he can. However, to do it well, we must have a good incentive system, a system of reward and penalty.
“I’ve given much thought to this,” I went on. “China had for a few thousand years the system of absolute monarchy, which we all know was a bad system. However, in some periods in its history, China was strong and prosperous. But why do we think absolute monarchy is no good?” A woman raised her hand. “Because there were too many bad emperors?” she ventured. “That’s right,” I said. “It is because such a system didn’t have a way of getting rid of bad emperors who brought disasters to the country.” “Similarly, the state-owned system allows bad companies to continue to exist,” I continued. “The market economy is better because it has a mechanism to get rid of bad apples.”
中国几千年的专制时代也有唐宋清等不少兴盛的时代，贫穷不是专制的主要问题。专制的问题是没有对怀领导的淘汰机制，这方面比市场差了好多。
Repeated efforts by the bank staff to obtain the CSRC’s approval proved futile. It never said no, but it would not say yes, either. Our application was in limbo. I went to lobby the regulator at the highest level. In mid-May I took Liu Baorui, the SDB deputy president, and Wang Bomin, the bank’s new CFO, to meet the CSRC chairman, Shang Fulin. Shang was courteous but direct. He said it would be impossible for SDB to be given the permission to do a rights issue any time soon. He told us that this had nothing to do with any problems within SDB; it was because all capital raising by listed companies had been suspended.
尚主席也是需要亲自攻关的。停止了再融资老大也没招。
I have always thought that in investing, luck, good or bad, is an important factor in the eventual outcome. The other key success factor is acumen or good judgment. But one without the other will not lead to success in life.
投资获胜的两个法宝：运气和判断同样重要，缺一不可。
To stay under the 25% limit, we determined that GEC would be able to provide approximately $100 million in capital in exchange for about 7% ownership. That would translate into a valuation at about 2.5 times our investment cost, but still at a significant discount to the stock market price. Newbridge’s holdings would be slightly diluted, but the equity capital per share would actu- ally increase. However, even a private placement by a listed company required CSRC approval. And here our luck ran out. In the next few years, SDB would make repeated efforts to obtain approval for the GEC deal, but it was never granted.
好收益也需要监管同意。
He said Peter Ma had a strong wish to do a deal with us. He then offered to give Newbridge a put option for our SDB stake that guaranteed us a 35% IRR once we were ready to sell. An IRR of 35% over five years would translate into 4.5 times our investment cost—turning our $150 million investment into a guaranteed $675 million. That, I had to admit, was a rather generous offer, under any usual circumstances. Yet I did not think it was attractive enough. Assuming we would sell at the fifth anniversary of our investment, that 45% IRR would translate into six times our investment cost. That, I thought, would be good enough.
35%-45%的年化相当不错了，马明哲还是敢于开价。
Soon, Xu Jin called me back. The stock exchange said it wasn’t possible to halt SDB’s stock’s trading for the morning session. Such requests had to be made before 9 a.m., after which time pre-market orders would be accepted and registered by the exchange for the opening at 9:30 a.m. Furthermore, the exchange officials advised him a request to halt trading had to be made in writing, including reasons and explanations. Under the rules of the stock exchange, once trading started, it could not be halted until the first session finished at 11:30 a.m. But I received a thunderbolt, in the form of an e-mail from Jackson: Peter Ma no longer wanted us to halt trading, because PAIG was withdrawing from the deal.
Ma was upset that we had failed to halt trading in time. He didn’t know it wasn’t our fault and it was his side who had kept making changes until it was too late. I pleaded with Jackson not to withdraw; we would miss our window of opportunity. I also promised that we would hold the agreed price even though the stock had traded higher. But all to no avail. He said his instructions were firm.
I thought there must have been a lack of communication within PAIG. Jackson spoke no Chinese, and Ma’s English was limited; perhaps that had been the problem. Ma later told me that he had been on the call with the chairman of the exchange before trading began, and the chairman had not known anything of our request to halt trading. The chairman probably did not know his staff had already rejected our verbal request. But Ma assumed we had never made the request.
When all was said and done, there would be no next day. SDB’s stock price shot up 6% to 8.69 yuan at the close of trading. It never looked back, reaching 14.47 yuan by the end of the year. Given this surge, there was no chance SDB’s board would approve the deal at the price PAIG had wanted. The window of opportunity had snapped shut.
诺大的专业机构、诺大的集团，也居然会有因为搞不清楚停牌时间而把交易搞砸的事情。
In deal business, like on a battlefield or in so many other things in life, you really have to strike when the iron is hot, to seize the momentum or the moment, to win. If a fisherman slacks off when reeling in a big fish, the catch may snap the line and get away forever. Often one cannot control the speed of decision- making processes. The key to success in dealmaking is best summarized in the Latin phrase carpe diem—seize the day.
时机是关键。
He proposed that Baosteel acquire all the economic interests of Newbridge’s limited partners or investors in SDB, but still keep Newbridge itself in control. The price Baosteel would pay was the average of closing prices for the five trading days prior to the date of the agreement; that computed to 40.5 yuan per share. I calculated the total proceeds to be about $2 billion, or about 13 times our original investment cost. He said simply that he did not want industrial firms to control banks. On the proposed issuance by SDB of 5% of its shares to Baosteel, he said he would be fine with Baosteel receiving 5%, but not a board seat.
当年宝钢也是有心，可惜监管不让。不让实业控制银行，限制产融结合，就是当年的监管思路。
I flew to Beijing and met with Chairman Liu of the CBRC on June 10. As usual, he was in a hurry. He greeted me warmly but said he had only 20 minutes. Liu was probably the most detail-oriented and hard-working regulator I had ever dealt with. He looked tired.
真不容易，也真是神通。
SDB’s stock price, which had already lost much ground from its highs in the 40s (yuan per share) in 2007, now slid to the single digits. It closed at 8.37 yuan at the end of October 2008, less than half the September 9 price, when I had last met with Liew in Shanghai. Under the circumstances, I had no illusion that PAIG, or anyone, would be willing to do a deal based on the old prices.
过山车行情，一如既往。
To accommodate Bonderman’s wish to see the big picture, TPG created a rule, no doubt at his request, that the first page—and one page only—of any deal memo or presentation for the IRC be referred to as the BUS, which stood for “Bonderman Ultimate Statement.” The BUS would always provide a succinct description of a deal, a summary of key issues and points, pros and cons, and what decision was sought from the IRC.
Bonderman的一页纸纪要，有趣、有效。
On May 14, two days after that last email exchange, Ma called as I was driving through a tunnel on my way to the office. I slowed down a bit to pick up his call. “Weijian,” he began, “are you talking with others?” He was referring to SDB, of course. “Who told you?” I asked without answering his question. In fact, we weren’t talking with anyone else, but it wouldn’t hurt if he thought we were. It turned out that a senior insurance regulator had told him that China Life and PICC, both major state-owned insurance companies and com- petitors of PAIG, were talking with Newbridge to buy SDB. He asked if I could put a stop to those negotiations. I was convinced by then that without a deadline, a deal would never happen. Time and again we had learned a lesson in deal-making: There was always tomorrow, always a new wrinkle, and people would always want to squeeze more from the other side, using every bit of time they were given. Nothing motivates a buyer more than the risk of losing to potential competition. Ma swung into action immediately.
马老板自己上钩。促成交易还是要靠失去的恐惧，而不是其他。
I laid out what I considered to be an easier path, involving three simple steps: PAIG would acquire our SDB shares, then it would buy another 20% of newly issued shares from the bank, and then SDB and Ping An Bank would merge through a share swap. I went through the basic terms I had discussed with Ma a few days before. “David, I think we got a deal,” I began. “No more convertible bond. Just an option by us to take either cash or PAIG shares within 12 months.” I explained the pricing mechanism and other details, pacing the hallway while I spoke. It took me just a minute or two to finish. Bonderman was quiet, for perhaps three seconds. Three long seconds, it seemed. “That works,” he said. Then he added, blunt as ever, “Get it done.” And then he was off. Just like that, the call was over.
As I knew well by now, Bonderman was like this. Even for complex issues, he usually got it immediately and made decisions in rapid-fire fashion. I rarely needed to explain. And he wasted few words. I loved his style, loved it, as it fitted perfectly with me.
复杂的事情，决绝的决策。
Ma was confident. “There are no problems that can’t be solved,” he said to me, “but there are people who can’t solve problems.” That, I thought, was a problem-solver talking.
没有解决不了的问题，只有解决不了问题的人。
In total, Newbridge received a payment of about $2.4 billion. After deducting a $139 million loan we had taken to exercise the warrants, the net proceeds of $2.27 billion represented more than 14 times our original $150 million investment in SDB.
14倍收益，太巨大了。
I had never understood what Engels meant, though, because the official Chinese translation of “the kingdom of necessities” was closer to “the kingdom of certainty” in meaning. I had always been puzzled by what that meant—breaking free from certainty seemed an oxymoron. Now I realized that the Chinese translation was completely wrong, and actually the opposite of what Engels meant. “The kingdom of necessities” was really a kingdom of uncertainties, which was why man had to work for a living and therefore was not completely free to do whatever he wanted.
恩格斯的必然王国和自由王国。必然王国的翻译是有问题的，实际没有那么必然。