收获量多阿

2楼说的可是spac模式？ 它是先设立公司公开上市募集资金，然后一般在上市后2年内通过收购相关企业实现对企业的投资。美国已有风投运用这种模式，国内部分外资风投也在初步考虑运用这种模式。

SPAC即“特殊目的并购公司”（Special Purpose Acquisition Corporation）。以美国为例，SPAC公司管理人先募集到管理资金，随后在OTCBB（场外柜台交易系统）上市交易，成为一家“纯现金”公司，然后再在规定的时间内收购重组目标企业，从而达到合并上市的目的。SPAC集中了直接上市、合并、反向收购、私募等金融产品特征及目的于一体，目标是收购可上市公司，完成重组，即可转主板。

　　据了解，全球SPAC中前四名均为中国主题，股价涨幅一般在100％以上。

　　随着中国私募股权市场的火热，越来越多的资金涌进，高回报驱使一些大的对冲基金设立私募股权投资部门进军中国。然而，并不是所有的对冲基金都有足够的实力与耐心去直接投资中国私募股权市场，对于共同基金而言，鲜有涉足中国私募股权市场的例子，于是通过SPAC这种形式的曲线投资便受到关注。

　　“对于在公开市场操作的共同基金与对冲基金来讲，无论从风险偏好，还是资产组合，都产生了投资中国私募股权市场的需求，我们正是看到了这样的需求，许多对冲基金在寻找管理团队与进入中国都需要花费许多时间，而对于SPAC对冲基金可以作为一个配置参与进来，相对于单独成立私募股权基金而言，通过SPAC的方式投资私募股权领域比较方便与快捷。”优势资本高级副总裁王学哲表示。

　　“国际上不像国内融资手段单一，各家机构可以通过具体情况来采用不同的方式。”高能资本王晓滨表示。

　　一位业内人士介绍说，SPAC在美国资本市场存在多年，2003年推出的新条款对投资者的保护日趋严格，如包括在管理团队选定合并对象后需召开股东大会、只有80％以上的公众投资者批准才能进行合并等，随后，SPAC这种方式被逐渐认可。

　　去年底，磐天中国资本（Pantheon China Acquisition）正是通过SPAC模式在美国资本市场募集资金，首期已到位资金3575万美元，认购期权行使后会融资6750万美元，总额约1亿美元。“我们正是看到共同基金与对冲基金的需求，所以才通过这种方式来进行操作。”王学哲表示，其所在的优势资本正是操作方。

　　据了解，共有近50家机构投资者投资到磐天，占融资额的85％左右。在路演过程中接触到的基金均有下单，而这在以往同类型中比较少见，考虑到SPAC规模过大会影响到选择合并目标的范围，一部分投资者的下单被取消。“磐天的投资者对于中国概念的企业有浓厚的兴趣。”王学哲说。“我们希望通过团队的共同努力，既能快速为合并对象提供资金，又能为在美国投资者提供满意的回报。在本期磐天合并完成后，团队还将设立磐天二期、三期等。”王学哲表示。

　　SPAC其实是一种特殊类型的VC，用公募资金投资到私募股权市场，而VC是用私募资金投资私募股权市场，对于初步具备上市条件的企业来说，SPAC既提供了资金也让企业获得了上市资格，因此SPAC与VC是一种差异化的投资。

　　相比而言，“对冲基金会对此更有兴趣，因为本来就是高风险高回报的项目。”易凯资本CEO王冉表示。

　　中国第一起SPAC上市是在2004年3月，北京奥瑞金种子公司通过美国公司Chardan China Acquisition在OTCBB上市，2005年11月，奥瑞金与Chardan China Acquisition公司完成合并，获得2400万美元融资并同时在NASDAQ交易。2006年1月，奥瑞金发行认股权证，融资4000万美元。原有的包括对冲基金在内的投资者回报达700％。

　　磐天资本合伙人吴克忠表示，证券投资基金追求套利的机会。“很多基金为什么蜂拥而至，是因为中国有这样的套利机会。从原来还没有上市的转到上市的公司，价值就变得不一样了。这可以解释为什么很多对冲基金愿意参与并希望能够分享这种套利的机会。SPAC就是基于这点的理论，提供以套利为主、以成长为辅的盈利机会。”

　　一些新的中国概念SPAC也都在进行中，如China Healthcare Acquisition Corp.在OTCBB挂牌交易，股票代码为CHM.U，融资额5100万美元。China Healthcare Acquisition Corp.执行董事康健为海虹企业（控股）股份有限公司总裁，去年7月25日，其与蓝山资本共同投资成立医药电子商务海虹世康医药信息技术有限公司。

我的研究方向也是风险投资 有机会大家多多交流！

[此贴子已经被作者于2007-5-3 14:30:40编辑过]

google一下, 网上大概有10几万条相关新闻. 我随便找了一篇抱歉有点长. 重要的地方已经标注,SPAC没有听说过, 不过有点要注意的是PE和VC的投资对象不一样, 其风险也不一样(PE可以IPO但是VC不一定,因为VC的风险更大些), 这里只是一个PE的market leader把大概10%左右的asset上市.

Big Buyout Firm
Prepares to Sell
Stake to Public

NEW YORK -- The king of private equity is expected to go public.

Blackstone Group, the lucrative partnership that has grown rich taking public companies private, is in advanced stages of planning an initial public offering of roughly 10% of its management company, according to people familiar with the matter. An offering of that size would conservatively value the entire enterprise at $40 billion.

Such a move would give Blackstone even greater financial clout, including more money of its own to invest in deals. But it also may signal that Blackstone partners think the financial market has hit a peak.

An IPO would offer everyday investors the benefits -- and risks -- of sharing in a business that historically has been the sole preserve of sophisticated institutions and wealthy individuals. The largest private-equity firms have had massive, 100%-plus annual returns in recent years, bringing one household name after another -- from Hertz to Burger King -- under private ownership.

Private-equity firms either buy companies or divisions of companies on behalf of their own investors, take them private, and then sell them off within a few years. A Blackstone IPO might well be followed by other well-heeled private partnerships -- whether hedge funds or buyout firms. Should that occur, it would signal a significant shift in the capital markets, which have become dominated by these firms that have prospered because they have access to cheap credit, aren't subject to the regulations governing public companies and pay the executives at companies they acquire handsomely.

Blackstone and several rivals have been exploring IPOs in the wake of the successful stock-market listing of hedge fund Fortress Group in January. The speed of Blackstone's decision is surprising and may reflect the belief of Stephen Schwarzman, Blackstone's co-founder and chief executive officer, that market conditions are worsening. Both Mr. Schwarzman and Blackstone President Tony James have in recent weeks been privately and publicly warning about a turn in financial conditions, especially in terms of their own firm's ability to finance acquisitions via cheap and ever-plentiful financing offered by Wall Street banks.

By going public, Blackstone would gain a source of permanent capital, since money raised from on the open market never has to be returned. Blackstone then wouldn't need to depend on endless rounds of time-consuming fundraising from its usual investors: public and corporate pension funds, endowments and wealthy families (这里提到了传统的融资方式). It also would get a powerful advantage over rival bidders since once it has listed, it could offer its stock as well as cash to finance acquisitions. That could enable it to outbid competitors, whether other private equity firms armed with cash or industrial firms that often use stock to partly pay for acquisitions. Blackstone already boasts the largest private-equity fund at $20.6 billion. It has $55 billion of capital under management.

Blackstone's management company, a partnership of about 60 investors, has been on a buying spree and owns everything from Madame Tussauds wax museums and Mrs. Paul's fish sticks to the country's largest office landlord, Equity Office Properties Trust. Blackstone has separate arms that invest in hedge funds and advise corporate clients on mergers and restructurings.

The personal wealth created for Blackstone partners by a public offering could be staggering. Much of the proceeds of any initial offer will likely go to the Blackstone's two founders, Pete Peterson, a former commerce secretary under President Nixon, and Mr. Schwarzman, with the bulk going to Mr. Schwarzman. Mr. Schwarzman, who is said to be worth upward of $10 billion now, could double that.

Around Blackstone, the joke for years has been that the firm is like a pool table with one leg shorter than the others -- so all the balls gravitated to that corner. That leg was said to be Mr. Schwarzman, who often keeps half of a given fund's returns since he holds the biggest stake and is its biggest rainmaker.

Mr. Schwarzman, along with Henry Kravis of Kohlberg Kravis Roberts & Co., has become a poster child of the private equity world. But while Mr. Kravis is associated with the early, raw days of private equity in the 1980s, Mr. Schwarzman is considered the new "King of Wall Street," as he was dubbed on a recent Fortune magazine cover. His recent 60th birthday celebration, which featured singer Rod Stewart and was emceed by actor Martin Short, was the talk of New York society.

Such a high profile, though, could cause a public backlash in an environment when anger is rising over what is seen as excessive compensation for top executives and a widening income gap in the U.S. In addition, should small shareholders buy into Blackstone's IPO, it would expose them to some of the risks of private-equity funds. That could attract more attention in a Congress controlled by Democrats. Lawmakers are already discussing ways to potentially limit how much money pension funds can invest in hedge funds, thereby limiting the risk a fund blow-up could indirectly have on its retirees.

More important, some Senate staffers are examining whether to change tax rules in such a way that would force hedge funds and private-equity firms to pay higher taxes on their massive profits. Every time a private-equity firm sells one of its companies, whether to a single buyer or through the public markets, 20% of the profits go to the management company. Investors in private-equity firms also pay management fees of about 1.5% of the money under control. So when Blackstone recently raised $20 billion, it pocketed about $300 million in fees.

In addition, private-equity firms pocket an array of fees from the companies they buy. Just for sealing the deal to buy Equity Office Properties last month, for example, Blackstone got to share a success fee of $400 million with its investors. It gets additional fees for arranging financing for its portfolio companies and for monitoring them.

There would be plenty of irony in a Blackstone public offering. Mr. Schwarzman has for years evangelized against the failings of public-market ownership to companies he hoped to acquire. In a series of recent public appearances, Mr. Schwarzman has been unsparing, calling public stockholding "a broken system" and criticizing the 2002 Sarbanes-Oxley corporate-accountability law as having "taken a lot of the entrepreneurial zeal out of a lot of corporate managers." Quarterly earnings reports for public companies, he has said, create a "tyranny."

Blackstone's plans may point to a much deeper shift in the financial markets. The lines between public firms and private concerns are continuing to blur. The next few years, a number of Wall Street denizens say, might see the creation of hybrid companies that exist simultaneously in the public and private spheres.

Indeed, Blackstone's decision is likely to lead to a race by others to follow suit. Carlyle, KKR and TPG -- the former Texas Pacific Group -- have all been considering a similar step and may be forced to imitate a Blackstone IPO if only to have equal firepower in competing for attractive targets.

我这里有2005年风投分析报告，中国风险投资研究院做的

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另外兄弟，到万方上看看别人谢的毕业论文!博硕论文！