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商业 - 金融

摩根大通如何赢得AT&T交易

Duff McDonald 2011年03月30日

听摩根大通投行业务主管杰斯•斯特利谈AT&T收购T-Mobile的交易;摩根大通如何应对日本危机;以及为何Facebook的估值可能是合理的。

    凭借着为美国电话电报公司(AT&T)390亿美元收购T-Mobile的交易提供咨询服务,摩根大通(JPMorgan Chase)在2011年并购市场头把交椅的地位进一步得到巩固。很多评论认为,摩根大通在此宗交易中提供的200亿美元桥式贷款显然是其击败并购市场常年领头羊高盛(Goldman Sachs)和摩根士丹利(Morgan Stanley)的重要利器。但事实是:无论是提供额外融资的交易,还是不提供额外融资的交易,摩根大通都居于并购市场首位。

    近日我有幸采访到了摩根大通投行业务主管杰斯•斯特利,请他谈谈他们在这方面有何独到之处。

    客户之所以选择像摩根大通这样的大银行,部分原因就是你们可以在像这样的交易中提供多种资源,包括利用你们自己的资产负债表。这是否帮助你们获得这样的交易?

    我们银行能基于广泛的产品组合和全球覆盖网络,提供综合性的服务,这是客户选择我们的一个重要因素。我们银行在股票、信贷和风险管理市场以及策略咨询服务领域的地位,当然也是客户所看重的。而且,我们可以提供这些。

    你们是如何协调好所有这些因素,特别是在同高盛这样的公司竞争时,它们可能只提供并购咨询?这肯定会让争取交易的过程非常复杂。

    我们不是一家由任何个人领导的投资银行。我们现在能提供这么多的产品和服务,离不开团队的协同工作,离不开客户的信任,客户相信我们提供融资以及向其董事会做出策略建议的能力。第一个有关美国电话电报公司这笔交易的电话是我们的资深电信业银行家库特•西蒙接的。我们还有很棒的银团贷款团队,由安迪•奥布莱恩担纲——整个团队在有需要时都会全力以赴。当像这样的交易相关邮件发送时,会有很长的抄送名单。

    面对这样规模的交易,我们的反应就像面临电视直播大赛的田径运动员。这位运动员经过多年的训练,才站到这场大赛的起跑线上。去年,我们在并购市场排名第四,市场对我们的这项业务实力有了一些疑问。但从去年到现在,我们的并购业务并没有发生变化,还是围绕着我们的客户在做什么,我们能不能帮客户完成交易。我们很高兴能完成像这样的交易,特别是如果我们的融资能力能提供帮助的话。这就是我们一贯出色的并购业务。

    人们总是说,像这样的大交易预示着更多的交易。你认为是这样吗?你怎么看并购市场?

    我认为,我们正处于拐点。2008/2009年金融危机时期,企业都是基于对市场状况的高度担忧在管理资产负债表和策略举措。2010年时企业还在继续尽可能地巩固资产负债表——你可能也听到很多大公司坐拥大笔现金的传闻。当时人们已为复苏做好了准备,但还没有进行投资。

    我认为,这宗交易说明很多董事会都日益意识到,虽然全球仍有诸多政治挑战,但经济复苏已步入正轨。首席执行长和董事会必须将手里的钱用起来或返还股东,当前公司间战略层面的对话很多。人们愿意将手里的钱用起来。事实上,金融市场支持像美国电话电报公司这样的标杆企业实施如此大手笔的战略性举措,无疑是一个积极信号。去年我就认为必和必拓(BHP Billiton)试图以400亿美元收购Potash Corporation的交易传递出了类似的信号。但现在情况更好了。来自华盛顿的声音相对更乐观了,董事会也更放心考虑战略性投资了。

    我看到(摩根大通首席执行官)杰米•戴蒙昨天在日本。当前整个危机对你们的日本业务有怎样的影响?

    只有身处日本,你才知道大地震后余震持续了多少天。人们当时认为我们的东京大楼可能会倒塌。但没人离开岗位。非常了不起的是在大楼晃动、辐射传言盛行的同时,市场保持了继续运转。我们东京办公室的负责人在大地震后首夜就收到了我们路易斯安那州商业银行业务负责人的电子邮件。他们每天都在进行沟通,大量谈到卡特里娜飓风(Katrina)以及如何应对这类危机。看到这些很让人鼓舞。

    市场的反应不是很极端,即便日元确实涨了一些,油价一如既往地波动。你认为大地震后你们银行的稳定性是否受到任何威胁?

    我们一直对业务有压力测试。从美元/日元逼近76的那天起,伴随着中东局势升级,我们就一直在考虑做些什么。你在管理风险头寸时必须假设很多事情都可能很快变糟,而且会同时变糟。但即便是危机时期,我们也需要在那里提供资本。既然我们可以为美国电话电报公司提供200亿美元桥式贷款,我们也能在当前这样的时期在日本提供大量资本。在世界连续遭遇打击的时候,我们能够继续提供资本是很重要的。

    好吧,最后让我们来谈一个热点话题吧,就是Facebook和其他科技公司的估值。我们看到的是另一个泡沫吗?

    任何时候如果股票估值是基于未经证实的收入模式,你一定要睁大双眼。但分析不能脱离当时的大环境。在Netscape浏览器刚推出时,美国互联网用户总人数约1,000万。然而到Facebook最近融资时,仅埃及其用户就已达800万人。我们可能迟早会看到Facebook估值的合理性。

    With its role advising AT&T on its proposed $39 billion purchase of T-Mobile, JPMorgan Chase has solidified its lead atop the mergers and acquisitions league tables in 2011. There's been a lot of talk about the $20 billion bridge loan that JPMorgan Chase threw in as part of the deal -- an obvious and important competitive tool in outflanking perennial M&A front-runners Goldman Sachs (GS) and Morgan Stanley (MS). But here's the thing: they're leading the league tables both in deals in which they've provided additional financing and those in which they didn't.

    I caught up with JPMorgan investment bank chief Jes Staley to find out just what they're putting in the bankers' water over there.

    Part of the rationale for a big bank like JPMorgan Chase (JPM) is the multiple capabilities that you can offer in a deal like this, including using your balance sheet. Does it help you get mandates like this one?

    The range of what this bank can do with both its product set as well as its global reach is a strength that clients like us to have. The position of the bank in the equity, credit, and risk management markets as well as strategic advisory services is certainly something that clients look for. And we can provide it.

    How do you get all the moving parts in sync, especially when you're competing against someone like Goldman, who might just offer M&A advisory? It must make for a very complicated pitch process.

    We're not an investment bank led by any one individual. You can't deliver the range of products and services we have unless you're doing it as a team, and your clients are confident in both your ability to provide financing and strategic advice to their boards. The first call on the AT&T (T) deal came into our senior telecom banker, Kurt Simon. We also have a terrific syndicated loan group -- led by Andy O'Brien -- that stepped up when they needed to. When emails about a transaction like this go around, it's a long cc: list.

    The reaction to a deal of this size is like the athlete that runs the big race with the TV cameras rolling. But that athlete has been training for years to be in the position to take the race. Last year we were 4th in the M&A league tables, and we got a lot of questions about the strength of our franchise. But there's no difference in our franchise from last year through today. It's all about what our clients are doing and whether we can help them get transactions done. It's great when something like this can happen, especially if we can help out with our ability to put up capital. But it's the same strong franchise it's always been.

    People always talk about a big deal like this auguring more deals. Do you think that's the case? What does the M&A market look like to you?

    I think we are at an inflection point. Back in the financial crisis of 2008/2009, companies were managing their balance sheets and strategic moves based on a high level of concern with the state of the markets. In 2010, companies continued to get their balance sheets as strong as they could -- you noticed a lot of talk about levels of cash held by major corporations. People were getting ready for a recovery, but they weren't investing yet.

    I think this transaction is reflective of the fact that in boardrooms we're seeing an emerging consensus that despite the many political challenges around the world, the recovery is well on its way. CEOs and boards have to put their cash to work or return it to shareholders, and the level of strategic dialogue is quite high today. People are willing to put money to work. The fact that the financial markets support an iconic company like AT&T is making a big strategic move that can't help be anything but a positive sign. I thought we had that this kind of signal with the attempted $40 billion deal between BHP Billiton (BHP) and Potash Corporation (POT) last year. But it's better now. There's a better tone out of Washington, and boards are more comfortable thinking about strategic investments.

    I saw that Jamie Dimon was in Japan yesterday. How has the whole crisis affected your operations in the country?

    You know, only if you were there did you realize that after the quake, there were follow-on quakes for days on end. People thought our building in Tokyo might go down. But no one left their desks. The remarkable thing is that the markets continued working at the same time you had buildings shaking and rampant rumors of radiation. You know, the guy who runs our Tokyo office got an email the first night after the quake from the guy who heads our commercial bank business in Louisiana. They communicated daily, with a lot about Katrina and about how to deal with this kind of crisis. It was inspiring to see that.

    The market reaction wasn't too extreme, even if the yen did surge for a bit and oil was as volatile as ever. Did you see any threats to the stability of the bank in the aftermath of the quake?

    We stress test our business all the time. From the day when the yen came close to 76 and with roiling Middle East challenges, we are always looking at what we might need to do. You have to manage your risk positions with the assumption that a lot of things can go wrong quickly and at once. Even in times of stress, we need to be there providing capital. The scale that allows us to do a $20 billion bridge loan for AT&T also allows us to provide significant amounts of capital in Japan at a moment like this. When the world is getting buffeted, the fact that we can continue to be a provider of capital is big deal.

    Okay, let's finish with everybody's favorite topic, the valuation of Facebook and other tech companies. Are we looking at another bubble?

    Any time that valuations are being driven by a revenue model that has yet to be proven, you need to keep both eyes open. But keep things in context. When Netscape launched, we were talking about a total of 10 million Internet users in the United States. When Facebook did its recent deal, it was being used by eight million people in Egypt alone. We might see justification of that valuation yet.

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