No Runny Eggs

(H/T – Darleen Glick via Allahpundit)

No, it won’t be the American taxpayers that will profit from the ongoing saga that is Government Motors. The Washington Times notes that the big winner of last week’s IPO of GM will be the United Auto Workers, specifically their Retiree Medical Benefit Trust Fund (aka the VEBA that all three domestically-owned auto makers shifted their retiree health costs to). The numbers quoted in that story of $3.4 billion from the IPO and a “break-even sale” price of $36 aren’t quite accurate (they’re both high, the latter far more so), so I’ll walk you through the math:

• Old GM had, when it went into bankruptcy, $20.56 billion in unsecured liabilities owed to the VEBA.
• Exiting bankruptcy, Government Motors gave the VEBA:
  • 262.5 million common-stock shares
  • $6.5 billion in senior perpetual preferred stock with a 9% dividend and a 5 1/2-year restriction on buy-back by GM, worth a minimum of $9.72 billion if bought back at the earliest possible date.
  • A $2.5 billion secured note with a 9% annual interest rate and a maturation date in 2017, payable in three $1.4 billion chunks in 2013, 2015 and 2017.
• VEBA already received $3.65 billion in cash as follows:
  • $0.73 billion in dividends on the preferred stock.
  • $2.92 billion on the stock sold (89 million shares at $32.7525/share – the underwriters took $0.2475/share in underwriting discounts and commissions).
• Assuming GM survives through the middle of 2017 to pay off that note and buys back the preferred stock at the end of 2014 as soon as it can, it will get an additional $13.19 billion in cash from:
  • The remaining $8.99 billion in future dividends on and buy-back of the preferred stock.
  • $4.2 billion from the principal and interest on that $2.5 billion note.

Assuming the underwriters do exercise their over-allotment option to buy another 13.35 million shares at the discounted IPO price (which would get the VEBA another $437 million), that would leave $3.28 billion to come from the remaining 160.15 million shares. That means the UAW would be made whole if they net a fraction $20.48/share for their remaining holdings. Even if JP Morgan and company don’t come riding in to buy the additional shares now, the UAW will need to only net a fraction more than $21.44/share to be made whole. Everything else is pure profit, or at least a further subsidy of UAW Motors (nee Chrysler).

To put it another way, if they dumped their shares now, they would get a total of $22.12 billion in cash from Government Motors, compared to the $20.56 billion liability that Old GM had going into bankruptcy.

Meanwhile, the remaining unsecured creditors of old GM, mostly the bondholders, will be lucky to get 23 cents on the dollar once the liquidation of GM is complete and they get their pro-rated portions of the 150 million-180 million shares in Government Motors.

(H/T – Monty)

David Weidner over at The Wall Street Journal found this little “gem” in the prospectus for Government Motors’ common-stock IPO (emphasis in the original; the emphasized part is quoted in the WSJ article):

We have determined that our disclosure controls and procedures and our internal control over financial reporting are currently not effective. The lack of effective internal controls could materially adversely affect our financial condition and ability to carry out our business plan.

Our management team for financial reporting, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our internal controls. At December 31, 2009, because of the inability to sufficiently test the effectiveness of remediated internal controls, we concluded that our internal control over financial reporting was not effective. At September 30, 2010 we concluded that our disclosure controls and procedures were not effective at a reasonable assurance level because of the material weakness in our internal control over financial reporting that continued to exist. Until we have been able to test the operating effectiveness of remediated internal controls and ensure the effectiveness of our disclosure controls and procedures, any material weaknesses may materially adversely affect our ability to report accurately our financial condition and results of operations in the future in a timely and reliable manner. In addition, although we continually review and evaluate internal control systems to allow management to report on the sufficiency of our internal controls, we cannot assure you that we will not discover additional weaknesses in our internal control over financial reporting. Any such additional weakness or failure to remediate the existing weakness could materially adversely affect our financial condition or ability to comply with applicable financial reporting requirements and the requirements of the Company’s various financing agreements.

I’m shocked, SHOCKED that a government-run enterprise has no effective control over its disclosure and financial reporting. If I didn’t know any better, I’d say it almost looks like Government Motors is lying in order to shift the cost of propping up the UAW and ensuring millions of dollars in donations to Democrats for the couple years Government Motors will survive from the Treasury to the suckers on Wall Street.

Weidner also noted that the prospectus warned that its defined-pension funds are underfunded to the tune of $17 billion. That $4 billion payment to be made from both cash on hand and the sale of the Series B preferred stock won’t make much more than a short-term dent in that.