No Runny Eggs

It’s been a while since I last ran the numbers on the transfer of taxpayer wealth to UA…er, bailout of GM, Chrysler, and their affiliated credit companies. Due partly to the profit turned today by the UAW VEBA on GM’s bankruptcy, and due partly to wild claim from Car Cza…er, Commissar Steven Rattner that the taxpayers will get back all but $14 billion (I think The Right Scoop misquoted from the clip due to an off-camera cough) of the auto-related bailouts, it’s time to once again go through what has and has not been recovered. Thankfully, the Treasury Department has a PDF-ed spreadsheet to help track all the changes between last October’s look and the end of November 2011. Before I do, however, I have to note Zip caught the expiration of yet another Obama statement – that the Treasury would be paid back in full for the auto bailouts.

To review, back in the beginning of October 2010, $65.89 billion of the $72.59 billion spent on old General Motors, new Government Motors, old Chrysler, new Chrysler/UAW Motors/Fiat, Chrysler Financial, and GMAC/Ally (more-correctly called Government Bank), including $0.04 billion in notes taken out by new Chrysler I was previously unaware of, was still outstanding. Since then, the Treasury has recovered:

• $13.50 billion from the sale of some of its common stock in GM between 11/18/2010 and 11/26/2010, leaving it with a 32.04% stake.
• $2.14 billion from the early buyback by new GM of all the Series A preferred stock held by the Treasury.
• $0.11 billion of the $0.99 billion in loans that remained at old GM, paid to the Treasury on 3/31/2011, 4/5/2011 and 5/3/2011 as old GM was liquidated.
• $5.46 billion from new Chrysler to “fully” extinguish the TARP loans, including the previously-undisclosed notes, on 5/24/2011. However, $3.5 billion of that repayment appears to have come from an Energy Department loan program meant for modernization of assembly plants dedicated toward fuel efficient/”clean” vehicles.
• $0.56 billion from Fiat for the remaining 6.6% stake (plus the rights to “excessive” proceeds from the sale of the UAW’s share of new Chrysler) the Treasury held in new Chrysler on 7/21/2011.
• A bit under $0.01 billion ($9.67 million) as the last bit of cash was wrung out of the remains of old Chrysler, credited on 12/29/2010.
• $2.67 billion from Ally for the extinguishing of the Trust Preferred Securities held by the Treasury on 3/2/2011.
• $0.79 billion in dividends on preferred stock in Ally between November 2010 and November 2011.

The $25.24 billion recovered over the past 13 months brings the amount still outstanding from the bailout of the auto industry down to $40.65 billion. The Treasury also converted 110 million of the nearly 229 million perferred shares it held in Ally to 531,850 common shares to give it control of 73.8% of the common shares.

The remaining claims on assets the Treasury holds are:

• 500,065,254 common shares of new GM. At yesterday’s close of $19.47 per share, the Treasury would get about $9.73 billion (give or take brokerage fees) if they were able to sell their 32.04% stake.
• $0.88 billion in loans still owed by old GM, which will likely never be recovered.
• A continuing stake in whatever assets can still be liquidated from old Chrysler, likely to be very minimal.
• 118,750,000 Series F-2 Preferred shares in Ally Financial, which if Ally does not pay $5.94 billion plus any outstanding dividend (9% annual dividend, or $0.53 billion per year) to extinguish the preferred shares, will be converted to, at the present value, 513,000 common shares in Ally at the end of 2016. The dividend through the end of 2016 would net the Treasury $2.67 billion.
• 981,971 common shares in Ally, which represents 73.8% of the outstanding common shares in the privately-held company.

Last year’s estimate of $17 billion down the UAW hole once all the dust settles still seems quite operative, assuming the government is willing to let go of both GM and Ally. If it’s not willing to let its seizures go, then far more money will have gone down the UAW hole.

Let’s compare that to the UAW take. I previously covered the all-but-guaranteed $28.39 billion in post-bankruptcy payments from GM (not counting anything from the sale of the UAW’s stock in GM, currently worth $3.12 billion) on $20.36 billion in pre-bankruptcy liabilities from GM the UAW VEBA will get, and except for the dividend payments that have now made UAW’s profit official, nothing has changed. I hadn’t covered the UAW’s recovery schedule of the $10.5 billion owed it by old Chrysler as, up until earlier this year, it had not fulfilled its (voluntary) promise to file reports with the SEC. Now that it is filing the reports, that can be tracked.

Much like it did from GM, the UAW received the cash set aside by old Chrysler pre-bankruptcy for the VEBA. In this case, it was about $1.5 billion. For the remaining $9 billion in unsecured claims against old Chrysler for its VEBA, the UAW received what is currently a 44.7% stake in new Chrysler (after various options exercised by Fiat diluted its initial 67.7% stake) and a $4.59 billion unsecured note carrying an effective 9% annual interest rate and maturing in July 2023. While the repayment schedule is back-loaded, payments did begin in 2010, with a $315 million payment in 2010 and a $300 million payment in 2011. Assuming all the payments are made, the UAW will get $9.16 billion.

That does not include any money it might get from the liquidation of its stake in new Chrysler. That is limited to $4.25 billion (plus 9% compounded annually starting from 2010, or about $5.05 billion if Chrysler goes public in January 2012 and the UAW sells its entire stake) with any excess going to Fiat after Fiat bought the Treasury’s rights to that excess for $60 million and the Canadian government’s rights to that excess for $15 million. Fiat also holds a call option to buy up to 40% of the original UAW stake between mid-2012 and mid-2016 for, depending on whether Chrysler has gone public, either the going stock price or a formula.

Item #1 (H/Ts – Kevin and Fausta) – The same Chevrolet Volt involved in a garage fire last week burst into flames a second time Monday.

Item #2 – The Wall Street Journal reports that the US Treasury is looking to dump the remainder of its holdings in Government Motors (500,065,254 shares) over the summer. At the current trading price of $29.51, that would mean we the taxpayers lost over $14 billion on just the auto-manufacturing part of the GM bailout while (assuming GM makes it to the end of 2014 and the UAW fully cashes out), the entity that was most-responsible for the collapse of Old GM, the UAW, would make $12.55 billion on the deal.

That led Warner Todd Huston to unveil the last car from the current version of GM – the Government Motors WeeKan.

(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.

TheTruthAboutCars.com found an interesting tidbit in the official TARP 2-year retrospective – $17 billion of the $80 $73 billion spent on General Motors/Government Motors, GMAC/Ally Bank, Chrysler/UAW Motors and the former Chrysler Financial will never be recovered. Let’s walk through the numbers, using the August 2010 monthly report to Congress and monthly interest/dividend report, and remembering the $6.71 billion “loan repayment” from Government Motors represented a writedown of TARP money promised to GM:

Net expenditures of $72.55 billion:

• $43.15 billion to GM (does not include the $6.71 billion “loan” that was “repaid” with unused DIP financing, which also came out of TARP)
• $12.26 billion to various entities using the Chrysler name (Old Chrysler, the former Chrysler Financial and UAW Motors – does not include $2.05 billion of available-yet-unused financing from the US Treasury)
• $17.14 billion to GMAC/Ally Financial

Net repayments of $4.09 billion:

• $0.36 billion from GM as payment for a loan for its warranty program (note; this does not include the $6.71 billion “repayment” made from unused DIP financing)
• $1.5 billion from former Chrysler Financial as full payment of loans made to it plus an additional $0.02 billion from Chrysler Financial for reasons unknown
• $1.9 billion from Cerebus (the former owner of Chrysler) to extinguish the remaining $3.5 billion Old Chrysler owed the Treasury and free the former Chrysler Financial from the lien placed on it.
• $0.03 billion in proceeds from the liquidation of Old Chrysler

Interest and dividend payments of $2.61 billion:

• $0.14 billion from pre-bankruptcy GM in interest payments
• $0.34 billion from Government Motors (New GM) in interest payments (it is impossible to separate the legitimate warranty loan repayment and earlier loan payments from the much-larger sham “loan repayment”
• $0.18 billion from New GM in dividend payments on preferred stock
• $0.01 billion from the former Chrysler Financial in interest payments
• $0.06 billion from Cerebus/Old Chrysler in interest payments
• $0.25 billion from UAW Motors in interest payments
• $1.63 billion from GMAC/Ally Financial in dividend payments on both preferred stock and trust preferred securities

That leaves somewhere around $65.85 billion in expenditures on Government/UAW Motors and their financing arms uncollected thus far. However, there’s still significant amounts of money the Treasury has claim to, and which the 2-year retrospective assumes will be repaid:

• $2.10 billion in preferred stock in New GM, which pays an annual 9% dividend (or $0.19 billion per year), which cannot be liquidated by GM until 12/31/2014 and until any outstanding dividend is repaid. That required dividend amount pushes the minimum preferred stock liquidation amount to $3.05 billion.
• $0.99 billion in loans still owed by Old GM, almost certainly not to be repaid anywhere near in full.
• $2.00 billion in loans to UAW Motors at a minimum 7% interest (or the 3-month LIBOR rate plus 5 percentage points if that’s higher), due at the end of 12/2011, and $3.09 billion in loans to UAW Motors at a minimum 9.91% interest (or the 3-month LIBOR rate plus 7.91 percentage points if that’s higher), due at the end of 6/2017. With a total of $2.55 billion in interest left if both loans go to maturity, that would bring the total amount due from UAW Motors to $7.64 billion.
• 228,750,000 Series F-2 Preferred shares in Ally Financial, which if Ally does not pay $11.43 billion plus any outstanding dividend (9% annual dividend, or $1.03 billion per year) to liquidate the preferred shares, will be converted to, at the present value, 988,200 common shares in Ally at the end of 2016. The dividend through the end of 2016 would net the Treasury $7.21 billion, at which point it will increase its holdings to a majority of authorized Ally common stock (it currently holds 450,121 shares, 56.3% of outstanding stock and 22.3% of authorized stock).
• Trust Preferred Securities in Ally Financial with a liquidation value of $2.67 billion plus any unpaid distributions, which carries an 8% annual distribution rate (or $0.21 billion per year) and is effectively a 30-year note.

Assuming the UAW Motors loans go to maturity and actually get paid back in full, Government Motors liquidates its preferred shares as soon as it can, Ally Financial manages to retire its Trust Preferred Securities at the end of 2011, and Ally decides that just-under-half its common stock is not worth $11.43 billion (likely because 51% of the company was bought by a consortium led by Cerebus for $7.4 billion in 2007), somewhere around $21 billion will come into the Treasury by the end of June 2017. That would leave $44.85 billion unpaid. Given the government assumes it’s still going to lose $17 billion, the sales of the 61% stake in Government Motors, 10% stake in UAW Motors, and 81% stake in Ally Financial together are expected to bring in somewhere less than $28 billion.

(H/T – Van Helsing)

If you thought the Chevy Volt was a bad deal, wait until you get a load of this. I present the lede from Bloomberg’s story on Government Motors buying subprime lender AmeriCredit Corp. for $3.5 billion:

General Motors Co., the automaker 61 percent owned by the U.S., is buying subprime lender AmeriCredit Corp. for $3.5 billion to help it reach more customers with leases and loans to borrowers with faulty credit records.

A couple points of order:

• Where, exactly, did Government Motors get the $3,500,000,000 to pay a 24% premium for a company?
• Isn’t the bubble of the subprime lending market, something Government Motors explicitly said it would restart, a major contributor to the Double-Dip Dempression we’re in?

Quoting American Enterprise Institute’s John Berlau, “When we bailed out GM, what were we bailing out? The rationale behind the financial-regulatory bill that just passed was that subprime lending was bad, but the government’s in the subprime business.”

Most of my friends are seizing on the wrong aspect of the report on Government/UAW Motors’ closing of dealerships from TARP’s Special Inspector General. Private (or putatively private) enterprise, especially one in such bad financial shape that it is in bankruptcy, does not have a responsibility to be an employment-for-all agency. Indeed, government has neither the responsibility nor the authority to be an employment-for-all agency.

Rather, it’s the processes used by Government Motors and UAW Motors to shut down certain dealers, and the acceleration of the shutdowns ordered by the Obama administration’s Auto Team, that bear scrutiny. The report noted that the Auto Team ignored advice given by both the companies and outside experts that a rapid shutdown to match foreign car companies’ models might not be appropriate, “particularly in small markets in which the U.S. companies currently have a competitive advantage.” Indeed, both Chrysler execs and at least one outside expert told the Auto Team that shutting down dealers in the middle of a recession could hurt sales even worse and in such a way that it would take years to recover.

The report also noted that in the wake of legislated arbitration applying to both Government Motors and UAW Motors, a senior GM official stated that the final number of dealerships wouldn’t affect the recovery of GM. Taken together with the 216 GM dealerships restored (out of 1,454 cut) and 50 UAW Motors dealerships restored (out of 789 cut), the report “suggests, at the very least, that the number and speed of the terminations was not necessarily critical to the manufacturers’ viability.” At the same point, the report notes Ford Motor Company is closing dealerships at the rate GM had wanted to in its Treasury-rejected February 2009 restructuring plan.

Along the same lines, the report states that the lead advisors for the Auto Team, Ron Bloom and Steven Rattner, did not consider cost savings to be a factor in determining the need for dealership closures. You heard right – there was no business case made by the Auto Team to close the dealerships that were closed. Indeed, it was only after Congress demanded a cost-savings analysis that GM ginned one up out of whole cloth.

While UAW Motors appeared to follow its set of guidelines, the report noted that those guidelines included subjective elements such as choosing which dealers get to add product lines they previously did not carry and whether the market served was a “desirable” one as part of an implementation of Project Genesis (a pre-bankruptcy plan to have every Chrysler Group dealership carry every Chrysler Group brand). In at least one unnamed market, subjectivity cost the top-performing Jeep dealership its franchise in favor of a slightly-lower-performing Dodge dealership in the same market, with only the explanation that UAW Motors wanted the Dodge dealership and a pair of poorer-performing Chrysler/Dodge dealerships, to sell Jeeps.

Further, UAW Motors didn’t include an appeals process for those dealers axed. The stated reason was they wanted to be rid of those 789 dealers by the time they exited bankruptcy.

As for Government Motors, while the purported criteria for selecting their wound-down dealerships were all objective, the report noted that undeterminable factors outside those measures were used to wind down dealerships, including at least two dealerships who otherwise would not have been wound down. GM did not document why some dealers that met wind-down criteria were wound down while others were not, nor did they have complete criteria data for 308 of their then-5,591 dealerships.

While GM did have an appeals process for dealerships selected to be wound down, it was a criteria-free process. GM did not provide guidance for the data dealerships were to submit as part of their appeal, did not establish criteria for the review of the appeal, and did not document the reasonings behind the decisions to either grant or deny the appeal.

All in all, the report leaves the possibility that the closure of dealerships was, at least partially, driven by politics and especially the donation records of the principals of the dealerships, wide open.