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关于拟议的Blackstone Group拟议买断的Stephen Schwarzman的一封信

June 1, 2012

The Blackstone Group

345公园大道

纽约，NY 10154

亲爱的股东：

I am, together with funds managed by our firm, pleased to propose to acquire, for a purchase price of $15 in cash per unit, all of the firm's outstanding common units, representing limited partners' interests in Blackstone Group L.P. (the "Group"). We are also offering to purchase the Chinese government's minority stake on the same terms. Our proposal provides a substantial premium to the current price for all of the Group's common unit holders. If this offer is accepted, Blackstone Group will delist from the New York Stock Exchange.

条件在我们的业务ave not been easy in the five years since we first issued securities on the NYSE. Many unit holders who bought into the initial public offering are now sitting on a large capital loss. Although we have made our share of mistakes, the substantial decline in the value of Blackstone's securities is largely a result of factors beyond our control.

回顾这个困难时期，大多数问题都可以归咎于以下内容：恶化的经济状况，信贷市场中的非凡惊厥，收购行业的政治和法律环境恶化，以及现在通常提到的内容的后果作为“私人股权泡沫”。我会简要审查这些问题中的每一个。

1.宏观经济气候:黑石来的时候to the market in the summer of 2007, economic conditions were remarkably benign. Most economists now agree that the decision by Congress to impose punitive tariffs on Chinese imports during the first year of the new Clinton administration represented a turning point. Since that date in 2009, consumer price inflation has returned to levels not witnessed for two decades. Both nominal and real interest rates have soared as Asian savings ceased to be recycled into dollar-denominated assets. These developments have had a negative impact on the prices of all long-dated assets. Our real estate business in particular has been badly hit by the collapse of property prices.

Blackstone was prepared for a downturn. We had hedged against a rise in interest rates. Weak covenants on many of our loans and the increased use of payment-in-kind notes provided a respite for many of our portfolio companies when the hard times began. However, the severity of the recession of 2010, which was statistically a three-

standard-deviation event, was worse than our models had anticipated. Though we have experienced only a handful of bankruptcies among our companies, many of the survivors are currently valued by the market at less than what we paid for them.

2. The Credit Market Crisis: Convulsions in the credit markets have wreaked havoc in recent years. During the buyout boom, loans to finance LBOs were available in seemingly limitless quantities and risk premiums were low. This was largely a consequence of innovations in the credit markets.

In those days hedge funds had a great appetite for leveraged loans, which were bundled into securities, such as collateralized debt obligations. This market had never been tested by a recession. During the recent financial crisis, many credit hedge funds blew up. Since then, the rating agencies have become stricter in their ratings of CDOs. As a result, the market for securitizations has contracted. Furthermore, commercial banks have become wary of our industry after several experienced sizeable losses on their bridge loans to LBOs. Today credit is less available, and risk premiums on leveraged loans have risen -- permanently, I fear.

3.买断彻底：2007年初，很明显私募股权的快速增长煽动了美国和欧洲的公众反对浪潮。这就是为什么我们的行业在华盛顿建立私募股权委员会来解释我们的案件。当时，我个人花了很多时间和努力教育了这个主题的媒体。

Our efforts were not entirely successful. Since 2007 two tax changes have hurt our industry's profitability. Several countries in Europe, including Germany, have followed Denmark's lead in removing the tax deductibility of interest payments for leveraged buyouts. Although the U.S. did not follow, the Internal Revenue Service has succeeded in forcing a change in the tax treatment of private equity's performance fees (known as the "carried interest"). Previously, the carried interest was taxed at the capital gains tax rate of 15 percent. Now that this loophole has been closed, these fees are taxed at the corporate rate. This tax change wiped nearly 20 percent off our 2008 earnings.

The buyout backlash worsened during the recession, which was accompanied by bankruptcies at several high-profile LBOs. Senate hearings into the private equity industry scrutinized the dismal performance of many buyout funds, especially the 2006 and 2007 vintages. Fees charged by private equity firms were also widely criticized following the losses experienced by many pension funds. As a result, public pension plans have been forbidden by federal law from making any further buyout investments. This has been a serious blow because public pensions accounted for about 40 percent of Blackstone's investor base.

4.“私募股权泡沫”：整个买断行业（包括Blackstone），必须接受其对当前困境的责任份额。在我们的首次公开募股时，收购的退货非常好，主要是因为公司估值和利润均在串联上升了几年。

在后威尔，很明显，我们变得过于自信。私募股权钱太少了很少的机会。我们发现难以抵制筹集比较大资金的冲动。我们把那笔钱放在工作太快。在收购狂热中，许多私募股权公司都被过度走动。集体丧失投资纪律。当利润靠近周期性高峰时，较多的企业在大型保费中被购买了太多的企业。鉴于提议的费用和能够在收购后几个月可以翻转哪些资产，我们的行为是可以理解的。

Not only have corporate valuations substantially declined, exiting from LBOs has also become more difficult. Blackstone's own success in rapidly cashing out of its $39 billion investment in Equity Office Properties back in early 2007 encouraged others to pursue even bigger targets. Since the IPO market has been closed in recent years, many private equity firms have been stuck with their megacap acquisitions.

当在“泡沫”期间加热的竞争时，私募股权公司也被推动购买更多周期性的企业。提升退货，我们陷入了太多的债务。宏观经济条件仍然有利，这些投资将被证明是非常有利可图的。没有这种情况。

最后，我想在过去的五年里略微评论黑石的自己的表现。虽然我们最近的投资记录令历史标准令人失望，但Blackstone已经保留了私募股权公司顶级四分位数的地位。我们还经历了比我们的竞争对手更少的破产额比率。

Our losses reflect an accounting quirk. At the time of our flotation, we moved to a "fair value" method of accounting for future performance fees. This allowed us to report as profit our anticipated future carried interest when we acquired a company. The intention was to reduce the volatility of Blackstone's reported profits. However, our expectations turned out to be optimistic, and we have been required to make adjustments in the past few years. It is important to understand that the large negative "carry" in our reported profits is not a cash item and has no economic significance.

近年来，黑石已经大幅超越了道琼斯私募股权指数，包括大约十几个FRM，包括阿波罗投资公司，凯洛尔集团和TPG，以及许多列出的买断基金。尽管如此，我们认为市场大幅低估了我们的业务。在我们的首次公开募股时，Blackstone在管理层下占近50％的资产价值。今天它指挥为传统投资公司的小额溢价。

虽然私募股权行业永远不会像几年一样盈利，但我认为仍然存在机会。但我们的“杠杆和翻转”的历史商业模式不再有效。随着Cerberus资本管理表明，私募股权展示了克莱斯勒的成功投资，可以增加价值。在Blackstone，我们打算在将来卷起我们的袖子并更加努力。

However, we now view the stock market listing as a distraction. Although we have eschewed providing guidance to analysts, the quarterly Wall Street reviews have hampered our ability to take a long-term view with our investments. Activist investors have demanded that we change the status of our listed "units" to normal shares, with voting and other traditional rights accorded to shareholders.

这对我们来说是不可接受的。对他们和中国少数民族合作伙伴的管理层的要求也不是。相反，我的合作伙伴和我以及几个黑石基金，正在提供所有集团的优秀普通单位。虽然该报价低于浮选价格的50％，但它代表了最近证券交易的大量溢价。

Of course, no binding obligation on the part of the undersigned or the Group shall arise with respect to the proposal or any transaction unless and until a definitive agreement satisfactory to us and recommended by the Special Committee and approved by the Board of Directors is executed and delivered.

我们期待着在不久的将来与您讨论我们的建议。

非常真实你的，

Stephen Schwarzman

BreakingViews.com的编辑，Edward Chancellor是Devil的作者，是金融猜测的历史。