GM Restructuring Plan: More on Monday (Marketwatch)

GM CEO to host another restructuring update Monday

By Shawn Langlois
Last update: 4:17 p.m. EDT May 8, 2009


SAN FRANCISCO (MarketWatch) -- General Motors Corp. 4:00pm 05/08/2009

GM 1.61, -0.01, -0.6%) said Friday that CEO Fritz Henderson will hold a conference call Monday to update the media on the automaker's progress in its restructuring efforts ahead of a June 1 deadline. The call will mark the second such update since Henderson took over the top job from Rick Wagoner in March. The U.S. government gave GM until the end of the month to reach concessions with bondholders and the United Auto Workers union to avoid a bankruptcy filing.

WSJ Opinion: Mauling of GM Bondholders

Thursday, April 30, 2009 Opinion Journal


REVIEW & OUTLOOK APRIL 30, 2009
Gettelfinger Motors The mauling of GM's bondholders reveals Treasury's political hand.

President Obama insisted at his press conference last night that he doesn't want to nationalize the auto industry (or the banks, or the mortgage market, or . . .). But if that's true, why has he proposed a restructuring plan for General Motors that leaves the government with a majority stake in the car maker?

The feds have decided they should own a neat 50% of GM, yet that is not the natural outcome of the $16.2 billion that the Treasury has so far lent to the company. Nor is the 40% ownership of GM that the plan awards to the United Auto Workers a natural result of the company's obligations to the union.

Yet Secretary Timothy Geithner and his auto task force, led by Steven Rattner, have somehow decided that Treasury and UAW chief Ron Gettelfinger will get to own a combined 90% of GM. If there's a reason other than the political symbiosis among the Obama Administration, Michigan Democrats and the auto union, it's hard to discern. From now on let's call it Gettelfinger Motors, or perhaps simply the Obama Motor Company, though in the latter they'd have to change the nameplates.

The biggest losers here are GM's bondholders. According the Treasury-GM debt-for-equity swap announced Monday, GM has $27.2 billion in unsecured bonds owned by the public. These are owned by mutual funds, pension funds, hedge funds and retail investors who bought them directly through their brokers. Under Monday's offer, they would exchange their $27.2 billion in bonds for 10% of the stock of the restructured GM. This could amount to less than five cents on the dollar.

The Treasury, which is owed $16.2 billion, would receive 50% of the stock and $8.1 billion in debt -- as much as 87 cents on the dollar. The union's retiree health-care benefit trust would receive half of the $20 billion it is owed in stock, giving it 40% ownership of GM, plus another $10 billion in cash over time. That's worth about 76 cents on the dollar, according to some estimates.

In a genuine Chapter 11 bankruptcy, these three groups of creditors would all be similarly situated -- because all three are, for the most part, unsecured creditors of GM. And yet according to the formula presented Monday, those with the largest claim -- the bondholders -- get the smallest piece of the restructured company by a huge margin.

This seems to be by political design. GM CEO Fritz Henderson says Treasury insisted that bondholders receive, at most, 10% of the company. "We went to the maximum and offered 10%," Mr. Henderson said. Mr. Rattner's office did not return our calls, so we can't say why Mr. Rattner wanted private risk capital cut out of the ownership of the new GM, but no one has contradicted Mr. Henderson.

Some Treasury officials have told the media that 50% government ownership is important to ensure that taxpayers get repaid for the $16.2 billion in Treasury loans. But this is false logic. Taxpayer-shareholders are likely to be far better off with a smaller stake in a truly private company that is better insulated from political meddling. Private owners are more likely than the Treasury or the unions to try to run the company for profit, and so increase its equity value over time. Treasury says it would be a hands-off owner, but that hardly seems plausible and in any case that would merely leave the UAW in control. At the next labor contract bargaining session, the union would sit on both sides of the table.

GM, the government and the bondholders all insist that a bankruptcy filing would be a disaster. GM's SEC filing on the debt-equity swap also warns darkly that if the requisite 90% of bondholders don't agree to these terms, they may recover little or nothing in bankruptcy court. But given the choice between a 10% stake in Gettelfinger Motors and the independent mercies of a bankruptcy judge, bondholders could be forgiven for taking their chances in court.

Certainly the bondholders deserve to take a haircut like everybody else. But squeezing them in such a blatant fashion has other consequences. Who would be crazy enough to lend GM money in the future? The Treasury also says it wants banks that do poorly in its "stress tests" to try to raise private capital before putting in more public money. The mauling of GM creditors tells investors not to invest in TARP banks because everything this Treasury touches turns to politics.
Monday's offer is so devoid of economic logic or fairness that it confirms the fears of those who said the original bailout would lead to a nationalized GM run for political ends. This fiasco will in part go down on George W. Bush's copybook, since he first decided GM was too big to fail.

But rather than use his early popularity to force hard decisions through the bankruptcy code, President Obama has decided in essence to have the feds run GM and Chrysler. This inevitably means running them for the benefit of the UAW that is so closely tied to the Democratic Party. Next up will be tax changes and regulations intended to coax, or coerce, Americans to buy Gettelfinger Motors cars. This tale of taxpayer woe is only beginning.





Printed in The Wall Street Journal, page A14
Copyright 2008 Dow Jones & Company, Inc. All Rights Reserved



Copyright ©2009 Dow Jones & Company, Inc. All Rights Reserved

Citi Preferreds Exchange Terms (marketwatch)

Citi gives public preferred 5%-15% conversion haircut

By Marshall Eckblad
Last update: 7:52 a.m. EST March 3, 2009(This article was originally published Monday.)
NEW YORK (MarketWatch) -- Owners of publicly traded preferred stock in Citigroup Inc. will take a haircut of 5% to 15% when they exchange their shares into common stock of Citigroup at $3.25 per share.
The discount imposed on public preferred shareholders values the shares above the market price at which the preferred shares were trading before the deal was announced. Still, the pricing of the exchange, disclosed Monday, reveals that some preferred shareholders are more preferred than others in the deal.
Holders of the private preferred, who are getting a better price, include the U.S. and Singaporean governments, as well as Saudi Arabian Prince Alwaleed Bin Talal. Those investors will exchange preferred shares at par value, or the shares' original purchase price.
Citi had indicated Friday that, in contrast to owners of privately placed preferred stock, the public preferreds wouldn't get to exchange for Citi stock at their preferred shares' par value. Citi said only that the final price would be at a yet undisclosed "premium to market," and some investors anticipated facing a steeper discount to the shares' original purchase price.
Charles Lemonides, chief investment officer of ValueWorks LLC, a New York money manager, was worried Friday that Citigroup was going to shortchange retail investors, offering them inferior terms if they converted their preferred shares to common stock. But the details of the offering, which Citigroup disclosed in a regulatory filing Monday, turned out not to be so bad. The terms are "awfully close to fair and nothing to make hay over," Mr. Lemonides said.
A source who requested anonymity said the U.S. Treasury asked Citi to discount the value that public holders would receive in order to get the most out of its taxpayer-funded investment to bail out Citi.
A Citi spokesman couldn't promptly comment for this piece.
Shares in Citi were recently trading down 14% to $1.29. Citi preferred shares mostly fell Monday, reflecting the decline in the underlying common stock.
Citi will convert all the applicable preferred shares into common stock at $3.25 apiece. A person familiar with the matter said the price was calculated using a 20-day moving average price.
Citi said today in a filing with the Securities and Exchange Commission that holders of Series F, Series AA and Series E preferred stock - representing about $11.8 billion of the total - will be offered 95% of the liquidation value, while Series T holders - representing about $3.2 billion - will be offered 85%.
In treating its preferred shareholders differently, Citi, and even the U.S. Treasury, may be signaling that it will give better terms to private investors willing to take a large stake in recovering financial firms. At the same time, the relatively small haircuts may be an effort to show investors in preferred shares that they will not suffer dire consequences should the government purchase common stock in a firm.
Other reasons for treating the different shareholders differently may include ensuring the cooperation of the private holders, which would leave the government with a smaller stake.
The U.S. government struck a deal with Citigroup last week to convert a large portion of its preferred shares in Citi into common shares. The government will own about 36% of the New York bank.
On Friday, Citigroup said it would offer to exchange up to $52.5 billion of its existing preferred shares for common stock worth $3.25 each. In order to induce investors into exchanging preferred shares into common shares, the bank said it would suspend all dividends paid to common and preferred shares, with the exception of trust preferred securities.
-Contact: 201-938-5400

from ZeroHedge.com: When Government Intervenes in the Banks

Nationalization. What happens to owners of bonds and preferred shares when government bails out a bank? It depends (see the table in ZeroHedge.com). For Government Sponsored Enterprises, Fannie Mae and Freddie Mac, preferred dividend deferral. For Lehman and Wamu, bond default.

"As one can see from the maze of policy reactions in the above 8 cases (which are not exhaustive, there have been many more failures), the only things that have been consistent is that absent an outright (semi) liquidation as was the case in Lehman and WaMu, the debtholders were never impaired. ..However, while this may be true for senior debt instruments, the fate of junior debt as well as Hybrid/Preferred layers is not so certain. All nationalization would really do, would be to eliminate certain junior capital tranches. Indicatively, Citi and BofA have about $100 billion in junior instruments (preferreds and hybrids), while the other too-big-to-fail banks have roughly $160 billion among them (Wells, JPM, Morgan Stanley and Goldman), implying there is a U.S. tranche of over $360 billion of non-debt securities that could potentially be eliminated before debt impairments would have to occur."

Marketwatch: Aflac Slumps on Preferred Impairment

Aflac slumps on concern about investments
Insurer may be exposed to hybrid securities issued by troubled financial firms

By Alistair Barr, MarketWatch
Last update: 6:44 p.m. EST Jan. 22, 2009

SAN FRANCISCO (MarketWatch) -- Shares of Aflac Inc. lost more than a third of their value Thursday on concern about exposures within the insurer's investment portfolio.
Aflac said it's "comfortable" with its current capital position and will provide more details about its investments when the company reports fourth-quarter results on Feb. 2.
The insurer may be exposed to investment losses stemming from a recent slump in the value of hybrid securities issued by European financial institutions such as Royal Bank of Scotland PLC, according to Morgan Stanley analyst Nigel Dally.
Aflac (AFL) has $7.9 billion of exposure to hybrid securities, Dally wrote to investors Thursday. He estimated, using the statutory filings, that roughly 80% of this exposure is to European financial-services firms, with U.K. banks including RBS , Barclays PLC , and HBOS among the holdings.

"The hybrid-security prices related to these institutions were already under pressure at the end of last year," Dally said. "However, those price declines pale in comparison to the sharp fall-offs we have seen in the past week, where the investor concerns over the possibility of nationalization of some institutions has led many of these securities to decline 30% or more."
If institutions are nationalized, holders of their hybrid and preferred securities could be wiped out, according to John Nadel, an analyst at Sterne, Agee & Leach.
When Fannie Mae (FNM ) and Freddie Mac (FRE) were seized by the U.S. government last year, the preferred securities of the mortgage giants became essentially worthless, he noted.
The PowerShares Financial Preferred Portfolio (PGF) , an exchange-traded fund that tracks preferred and hybrid securities issued by financial firms, has slumped 27% in the past week on concern about the potential nationalization of RBS and other banks. The ETF fell 7.2% on Thursday.
If even a small portion of the losses on Aflac's hybrid holdings are realized, the hit to the insurer's capital ratios could be "substantial," and its overall capital adequacy could be significantly less than most investors believe, Dally warned.
Aflac shares slumped 37% to close at $22.90 on Thursday. That's the lowest level for the stock since early 2000.
"We're comfortable with our current capital position and are constantly monitoring our investment portfolio," said Laura Kane, a spokeswoman at Aflac. "We will be issuing our earnings release on Feb. 2 and specific details will be available then."

Too big to fail

Aflac has long been considered among the most conservative insurers based on its investment portfolio and the amount of capital it keeps on hand to pay claims. The company avoided big investment losses from the subprime mortgage meltdown and has always bought investment-grade securities, Dally noted.
However, the credit crisis has hit so many parts of the financial sector that even companies like Aflac may now be affected.
Indeed, State Street Corp. (STT) , known as a steady, custodial bank where investors store their securities, lost almost 60% of its market value on Tuesday after disclosing $3 billion of mark-to-market investment losses from the fourth quarter. See full story on State Street.
Aflac invested roughly 80% of its $7.9 billion hybrid preferred securities portfolio in large European financial institutions because the insurer thought governments in the region would step in to prevent the companies failing, Morgan Stanley's Dally said on Thursday.
"This indeed has proved to be accurate," he wrote. "However, there is a question of what components of the capital structure the government will backstop."
"If some financial institutions are nationalized, there is the possibility that both the common stock, regular preferred stock, and callable preferred could be essentially wiped out," Dally added.
New capital?
If Aflac suffers a 10% loss on its overall hybrid securities exposure, the insurer would still have a relatively strong risk-based capital ratio of roughly 370%, Dally estimated.
The risk-based capital ratio, or RBC, measures the amount of capital an insurer has to support its operations and the risks it has taken on.
If Aflac suffers a 15% loss on its hybrid exposures, its RBC ratio could fall to about 339%, a level that could put the insurer's credit ratings at risk and force it to raise new capital, Dally said. End of Story
Alistair Barr is a reporter for MarketWatch in San Francisco.