G.M. Plan Gets Support From Key Bondholders

By MICHAEL J. de la MERCED and MICHELINE MAYNARD
Published: May 28, 2009, New York Times

DETROIT — As General Motors moved closer to a bankruptcy filing, possibly early next week, attention on Thursday turned again to the bondholders, the most important group that the company has yet to win over for its efforts to start fresh.

Early Thursday, G.M. proposed a deal in which bondholders would receive up to a 25 percent stake — a bigger share than G.M. offered the autoworkers union — if they do not oppose its bankruptcy reorganization, and then said that a group representing many of the largest bondholders had accepted the offer.

The proposal came as administration officials and G.M. began to discuss how the carmaker would look once it emerged from a court reorganization. The company is expected to seek bankruptcy protection by Monday, the deadline set by the Obama administration to restructure outside bankruptcy.

In a regulatory filing, G.M. set Saturday afternoon as the deadline for other bondholders to support the plan. In addition to an ad hoc committee that supports the G.M. plan, which represents about 20 percent of G.M.fs debt, people with knowledge of the discussions said a second group, with about 30 percent of G.M.fs debt, was in talks with the Treasury.

Administration officials said they considered the development positive. While the officials said there was no specific threshold for approval by the bondholders, a person briefed on the matter said that G.M. was seeking support from investors holding about 50 percent of G.M.fs $27 billion in bond debt.

G.M. and the Treasury will re-examine the results after 5 p.m. on Saturday to gauge support before deciding how to proceed. Administration officials said Thursday that 15 percent of bondholders approved the first debt-for-equity swap. (G.M. had wanted 90 percent.) With that group added to the 20 percent represented by the ad hoc committee, which had opposed the earlier offer, officials believe they have a good starting point.

In a regulatory filing, G.M. filled in many of the details of how it would look once it completed its reorganization, devised under the eye of the Treasury Department. G.M. said the government, which is to provide bankruptcy financing of about $50 billion, initially would hold 72.5 percent of G.M., with the United Automobile Workers union receiving 17.5 percent, and bondholders receiving 10 percent.

But the percentages held by the bondholders and the union could conceivably be larger because each are being offered warrants in the new G.M., which would be created in bankruptcy.

Under the terms of the plan, bondholders would initially receive 10 percent. They could then exercise their warrants for an additional 7.5 percent when the new G.M. rises to about $15 billion in value. The second set of warrants for the final 7.5 percent would be exercisable when new G.M. rises to $30 billion in value.

The union would initially receive a 17.5 percent stake to finance a health care trust for its retirees. It has also received warrants to raise that holding to 20 percent — but those warrants are exercisable only if new G.M.fs value hits $75 billion.

Once the union and bondholders achieve their full stakes, the governmentfs share would drop to 55 percent.

The hope is to create a new G.M. by late August, people with knowledge of the matter said.

During a briefing on Thursday, administration officials said they expected that G.M. would emerge from bankruptcy in 60 to 90 days, but would probably not be a publicly traded company until sometime later, possibly after a public offering. Until then, there would not be a ready market for the equity holdings of former bondholders and others.

The administration officials said that G.M.fs balance sheet going forward could make a $15 billion market capitalization possible within a relatively short period of time, but did not offer details on how its value would rise to that level. The current market capitalization, said an administration official close to the negotiations, reflected a capital structure that was unacceptable.

G.M.fs current market capitalization is about $683.8 million; it was close to $22 billion a few years ago. (By comparison, Toyota is now worth $123 billion, and its market capitalization was $200 billion in 2006.)

G.M. bondholders rejected the initial offer because they were upset that the U.A.W.fs health care trust, to which G.M. owes $20 billion, received a larger stake than the debt holders, who were owed $27 billion.

Under the proposal, bondholders conceivably will outrank the health care trust, once the warrants are exercised. Not only does that soothe any ruffled feelings, but it will create good will with the lenders G.M. will need to tap after it emerges from bankruptcy. On the other hand, the union will hold debt and preferred stock that helps guarantee its health care trust will be financed even if the new company falters.

Alan Reuther, the U.A.W.fs legislative director, defended the unionfs situation in a letter to members of Congress on Thursday.

Mr. Reuther said that retired union members gave up portions of health care benefits over the last few years, while many bondholders purchased their debt at hsharply discounted rates.h

gMost bondholders are investors who can spread any losses across a broad portfolio. In contrast, retirees do not have any similar way to spread the losses they are sustaining,h Mr. Reuther wrote.

He went on, gThe retirees gave a lifetime of service to G.M. in return for the promise that they would receive health care coverage during their retirement years. They canft get their service back, or start over again on a new career. Instead, they will be forced to live with reduced access to health care and/or a lower standard of living.h

G.M. and the Treasury are striving to resolve several issues before G.M. files for protection. Last week, G.M. reached a deal with the U.A.W. on contract concessions, while the company announced plans to eliminate brands including Hummer, Saturn, Saab and Pontiac. It also seeks to close dealerships and plans to shut several plants.

Thursdayfs announcement came after German and American negotiators in Berlin failed to agree on a crucial bridge loan to sustain Opel and the rest of G.M.fs European operations in the event of a bankruptcy filing, after negotiating till nearly 5 a.m. Thursday.

Neither G.M. nor the Treasury Department is willing to invest significant sums in the companyfs European operations, which they believe hold little value, people briefed on the matter said.

Michael J. de la Merced reported from New York, and Micheline Maynard from Detroit. David E. Sanger contributed reporting from Washington, and Bill Vlasic from New York.