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U.S. Frets Over Foreign Investors in GM


The U.S. Treasury is concerned about how many overseas investors it should allow to buy big stakes in General Motors Co. through the carmaker’s initial public offering this fall, people familiar with the matter told The Wall Street Journal.

The caution—aimed at minimizing any political fallout from the massive stock sale—could involve limiting or being selective about which non-U.S. investors such as sovereign-wealth funds would be invited to be “cornerstone” investors in the IPO, said these people.

Cornerstone investors typically are recruited to commit to buying and holding a large stake at a set share price as a show of confidence intended to draw in other investors. In exchange, they sometimes get a better price on the stock.

Sovereign-wealth funds and other overseas investors hold big stakes in many major U.S. companies. But the issue is touchy for GM, since U.S. taxpayers poured $50 billion into the car maker last year to fund its bankruptcy reorganization. The Treasury would begin to sell its shares through the IPO.

A decision on to what extent such overseas groups will be allowed as cornerstone investors in the IPO is expected within the next couple of weeks, these people said.

A larger group of cornerstone investors could clear the way for the Treasury to offload a bigger piece of its 61% stake in GM through the stock sale, which is planned for mid-November. GM and the banks underwriting the deal are pushing for the biggest possible investor pool to increase the size of the stock offering, which will likely involve stakes in the car maker sold by the Treasury, a union-managed retiree trust fund and Canadian governments.

The company would like to eliminate the U.S. stake as soon as possible since it has dissuaded some potential customers from buying its vehicles. But the Treasury wants to hold out for the best possible price for its stake in an effort to make the government whole on its investment or even make a profit. That might involve the U.S. selling less of its stake this fall and more over time.

To have cornerstone investors in place in time for the IPO, GM would need to have a plan in place in the next couple weeks, said the people familiar with the matter.

The automaker plans to launch a “road show,” in which it would pitch the IPO to investors, immediately after the Nov. 2 midterm elections, with a goal of holding the offering before the end of November, people familiar with the plans said.

That time frame would give GM a chance to include its third-quarter performance as part of its pitch. The company, which made $1.3 billion in the second quarter, its largest quarterly profit in six years, has said it expects to continue to make money in the year’s second half, though the profits will be slimmer.

A key part of the road-show message will be an assurance that new Chief Executive Dan Akerson will remain with the company for several years, according to people familiar with the matter. Akerson took over as CEO on Wednesday, succeeding Edward E. Whitacre Jr.

The 61-year-old Akerson told the board he would stay from two to five years, or possibly longer, said people familiar with the matter. Whitacre was unwilling to make that commitment, leading to his announcement last month that he would step down as CEO this week and as chairman by year’s end.

GM’s board felt it was critical to present a long-term CEO to investors as part of its IPO pitch.

Akerson, known for his work as a telecommunications deal-maker, is GM’s fourth CEO in less than two years. He had been named by the government to the company’s board last summer. Akerson’s compensation package will likely include financial incentives that kick in after a few years on the job as a way to signal he intends to stay.

On Thursday, Akerson sent a Labor Day-timed message to employees in which he said he had met recently with United Auto Workers President Bob King and is confident the carmaker and union can work together.

Describing a meeting with Mr. King and UAW Vice President Joe Ashton, Akerson said, “While we will not always see eye to eye on everything, GM will succeed to the extent that management and labor work together.”

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Bill Ford: Ford May Lose Some Investors to GM IPO


DETROIT – Ford Motor Co. Executive Chairman Bill Ford said some investors may reduce their holdings in his company to buy shares in General Motors Co.’s initial public offering and spread their risk across the automobile industry, reported Bloomberg.

“Some money will be rebalanced into GM, but look: our company and GM ultimately are going to succeed or not based upon performance,” Ford, 53, told reporters today at an event in suburban Detroit. “It doesn’t make any difference to me where our shares are or their shares are on any given day.”

GM, 61 percent owned by the U.S. Treasury, this week filed documents for a share sale that would cut the government’s stake and mark the automaker’s return to public markets a year after filing for bankruptcy. The offering may be as large as $16 billion, people familiar with the plans have said.

Ford shares have gained 19 percent this year through Thursday.

Ford is talking to the UAW in advance of 2011 negotiations, the chairman said today. While the automaker is “largely competitive” with GM and Chrysler Group LLC on labor costs, there are some areas where the companies aren’t at parity, said Ford, the great-grandson of the company’s founder.

UAW members at Ford ratified contract changes in March 2009 that the automaker said would save $500 million annually, including giving up annual bonuses and cost-of-living increases and accepting reductions in layoff benefits. GM and Chrysler, before the bankruptcies of their predecessors, won a freeze on pay for entry-level workers and a no-strike accord until 2015.

“I’m confident that as we go through negotiations we’ll work it out,” Ford told the audience at the event. “Any negotiation is a big deal, but I feel very good about our relationship with the UAW.”

Ford avoided bankruptcy by borrowing $23 billion in late 2006, before credit markets froze. CEO Alan Mulally has said the borrowing left the company with obligations that now put it at a competitive disadvantage.

Ford’s earnings and cash flow have kept the company ahead of schedule repaying debt, the chairman said today.

The automaker earned $4.7 billion in the year’s first six months, the largest first-half profit since 1998. Sales of redesigned models such as the Taurus and Fusion sedans helped propel the automaker’s U.S. sales up 23 percent this year compared with an industrywide gain of 15 percent.

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GM IPO Filing Cites Business Risks, Including Smaller Dealer Network


DETROIT – General Motors Co.’s 734-page filing to go public featured standard warnings to investors about the risks facing the automaker — including a weak sales outlook, regulatory changes, oil price volatility and supply base stability.

But some of the risks GM is required to disclose to investors are a little more telling about where the automaker stands a year after bankruptcy, Automotive News reported.

They include less than robust internal financial controls, uncompetitive pay for senior management as a result of caps imposed by GM’s government bailout, and the harm that GM’s shrinking dealer body could do to U.S. sales and market share.

At the end of June, there were about 5,200 GM dealers in the United States, compared with about 5,600 at the end of 2009.

The automaker initially wanted to reduce the number of dealerships by about 3,600 to 4,000 over the long term. In 2009, GM terminated franchise agreements with more than 2,000 dealers. But under a new federal law, GM agreed to reinstate more than 700 of them. Some dealers also have been reinstated through a federally mandated arbitration process.

The company now intends to reduce the number of U.S. dealers to about 4,500 by the end of 2010.

“We anticipate that this reduction in retail outlets, brands and dealers will result in cost savings over time, but there is no assurance that we would realize the savings expected,” GM said in the prospectus. “Based on our experience and the experiences of other companies that have eliminated brands, models and/or dealers, we believe that our market share could decline because of these reductions.”

In the summer of 2009, former GM CEO Fritz Henderson told Congress that GM would save about $2.5 billion per year by cutting 2,500 dealerships. But dealers argued that 80 percent of those savings were tied to the cost of selling vehicles, not from money spent on the dealership network.

The GM filing also cites recent management changes atop the company — the primary reason the filing was delayed by at least three days — as a major risk.

GM abruptly announced last week that Daniel Akerson, a GM director since July 2009, will succeed Ed Whitacre as CEO on Sept. 1 and as chairman by year end.

GM’s CFO, Chris Liddell, joined the automaker on Jan. 1.

Akerson, a former telecommunications executive and most recently a senior executive at The Carlyle Group, and Liddell, formerly of Microsoft Corp., have no automotive experience.

“The ability of our new executive management team to quickly learn the automotive industry and lead our company will be critical to our ability to succeed,” GM told potential investors in the filing.

“Within the past year, we have substantially changed our executive management team. We have also promoted from within GM many new senior officers. It is important to our success that the new members of the executive management team quickly understand the automotive industry and that our senior officers quickly adapt and excel in their new senior management roles.”

If they are unable to do so and as a result are unable to provide effective guidance and leadership, GM said, its business and financial results could be materially and adversely affected.

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