【文章标题】：Untangling Guggenheim
【文章标题】：解构古根海姆
【文章正文】：
“We’ve dressed up in our best and are prepared to go down like gentlemen.”
”我们已盛装出席，准备像绅士般从容退场。”
— Benjamin Guggenheim.
——本杰明·古根海姆
1
When Clarice Whitmore bought an annuity from Security Benefit Life Insurance Company in 2012, she had no idea her premium would help fund the purchase of the LA Dodgers baseball team. A resident of Arkansas, she was unlikely to have been a fan. Yet according to a class action suit, the first investment Security Benefit made after Whitmore paid almost 35 million loan to Guggenheim Baseball Management, a newly-formed partnership set up to acquire the Dodgers.
2012年克拉丽丝·惠特莫尔从Security Benefit寿险公司购买年金时，全然不知自己的保费竟会助力收购洛杉矶道奇棒球队。这位阿肯色州居民不太可能是该队球迷。然而集体诉讼显示，惠特莫尔支付近4.5万美元年金后，Security Benefit的首笔投资便是向收购道奇队新成立的古根海姆棒球管理公司提供3500万美元贷款。
Her lawyers reckon that later in the year, Security Benefit extended another $925 million to fund the acquisition.
其律师指出，当年晚些时候该公司又追加了9.25亿美元收购资金。
Of course, policyholders have no more say over how their funds are used than bank depositors. Whitmore’s lawyers may harrumph that the Dodgers investment was “highly speculative and exceptionally illiquid … wholly inappropriate for an insurance company with long-term obligations to its annuity holders.” But as a single position in a diversified portfolio subject to regulatory oversight, that’s not enough to make a case.
当然，保单持有人对资金用途的发言权并不比银行存款人多。惠特莫尔的律师虽可指责道奇队投资”投机性极高、流动性极差…完全不适合对年金持有人负有长期义务的保险公司”，但作为受监管的多元化投资组合中的单一持仓，这尚不足以构成指控。
Where Whitmore’s lawyers did make their case was in the conflicts of interest that circled the position. At the time it made its investment, Security Benefit was owned by Guggenheim Partners, whose CEO, Mark Walter, set up Guggenheim Baseball Management alongside company president Todd Boehly.
惠特莫尔律师团的关键论据在于该投资涉及的关联交易。Security Benefit当时由古根海姆合伙公司控股，其CEO马克·沃尔特与总裁托德·伯利共同创立了古根海姆棒球管理公司。
The pair tapped Security Benefit and other insurance companies under their control for over half of the $2.15 billion it cost to acquire the Dodgers. Walter took a controlling stake and became chairman of the board, a position he has held since.
二人从Security Benefit等旗下保险公司筹措了道奇队21.5亿美元收购款的过半资金。沃尔特取得控股权并担任董事会主席至今。
The lawyers allege other conflicts, too. Guggenheim controlled four insurance companies in all. Between them, they invested 1 billion to Guggenheim business associates. Against a total reported surplus of $2 billion, this was no small change.
律师还指控其他利益冲突。古根海姆共控制四家保险公司，这些公司向关联企业投资51亿美元债务，并向商业伙伴放贷近10亿美元。相较20亿美元的总报告盈余，这些绝非小数。
They also reinsured risk with each other, and with a fifth insurer that wasn’t classified as an affiliate but behaved as one. By circumventing “the world of legitimate, arms’-length reinsurance”, the Guggenheim-operated insurance companies inflated their apparent financial strength. Whitmore’s lawyers assert that had she known Security Benefit Life’s true financial condition, she would not have purchased her annuity. “Guggenheim has essentially operated the Guggenheim Insurers like a cash machine,” they conclude.
它们还相互分保，并与第五家行为类似关联企业的非关联保险公司进行分保。通过规避”合规的公平分保原则”，古根海姆旗下保险公司虚增了账面财务实力。惠特莫尔的律师坚称，若早知Security Benefit真实财务状况，她绝不会购买年金，并总结道：“古根海姆实质上将旗下保险公司当作提款机运作”。
The suit didn’t survive. The day after it was filed, one of Whitmore’s attorneys filed a notice of voluntary dismissal. A year later, Todd Boehly left Guggenheim to form his own firm, Eldridge Industries, taking Security Benefit with him.
诉讼未能持续。立案次日，惠特莫尔方律师便提交自愿撤诉通知。一年后，托德·伯利带着Security Benefit离开古根海姆，自立门户成立Eldridge Industries。
2
But the allegations stuck even as the Guggenheim insurance empire grew. Earlier this year, two of its lynchpins, Delaware Life and Clear Spring Life, received grand jury subpoenas in connection with an investigation into whether certain private credit investments should have been treated as related-party transactions.
但指控如影随形，即便在古根海姆保险帝国扩张之际。今年早些时候，其支柱企业Delaware Life和Clear Spring Life因调查特定私募信贷投资是否应被视作关联交易而收到大陪审团传票。
After receiving their subpoenas, the companies went back through their books and found $22 billion in private credit deals that weren’t properly disclosed to regulators as being sent to borrowers ultimately linked to Guggenheim. At Delaware Life, restatements pushed affiliated investments from 3% of invested assets to 42%.
调账后发现，这两家公司未向监管机构充分披露的、最终流向古根海姆关联借款人的私募信贷交易达220亿美元。Delaware Life的关联投资占比经重述后从3%飙升至42%。
Stan Kasten, Mark Walter, Magic Johnson, Peter Gruber and Todd Boehly celebrate buying the LA Dodgers | Credit: SHUTTERSTOCK
斯坦·卡斯滕、马克·沃尔特、魔术师约翰逊、彼得·格鲁伯与托德·伯利庆祝收购洛杉矶道奇队 | 图片来源：SHUTTERSTOCK
Mark Walter is at pains to rectify the situation. He has presented a plan to the Delaware Department of Insurance to reduce affiliated exposures and has already swapped $6.5 billion of Delaware Life’s related-party investments for an equivalent amount of assets classified as independent.
马克·沃尔特正竭力纠正局面。他向特拉华州保险部提交了降低关联风险敞口的计划，并将Delaware Life65亿美元关联投资置换为等额独立资产。
He has agreed to sell the majority stake in the Los Angeles Lakers he bought last year and is in talks to sell his stake in Chelsea FC. “There is no victim here,” he contends.
他已同意出售去年购入的洛杉矶湖人队多数股权，并正商谈出售切尔西足球俱乐部股份。他坚称：“本案不存在受害者”。
3
But the episode casts a shadow over the private credit industry much as strains at Blue Owl did earlier in the year. Affiliated investments have been growing across the industry as private credit expands its footprint in insurance; Guggenheim, it turns out, is just the sharp edge of a much broader pattern.
此事给私募信贷业蒙上阴影，犹如年初Blue Owl的困境。随着私募信贷在保险业扩张，全行业关联投资持续增长——古根海姆不过是更广泛模式中的尖锐个案。
To see how far it cuts, read on.
欲知影响几何，请继续阅读。
4
I am honored to be nominated for an Independent Media Award in the finance/business category. Voting is open until Sept 2. You can vote here. Thank you!
很荣幸入围金融/商业类独立媒体奖提名，投票开放至9月2日，请点击此处投票。感谢！
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