The Deal
Saturday, November 21, 
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Dealwatch: General Motors Corp.

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General Motors Corp. has an agreement that may enable it to put its labor worries aside and be more competitive. A four-year contract agreement, which GM tentatively struck early Sept. 26 with the United Auto Workers, ended a landmark two-day strike that could have delivered a staggering blow to GM, and could serve as a model bargaining agreement for labor's upcoming talks with Ford Motor Co. (The UAW's talks with Chrysler LLC, which followed GM's, temporarily resulted in a strike and later ended in four-year tentative agreement.)

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GM unveiled further details of the agreement Oct. 15, saying it would shed $46.7 billion of its $64.3 billion retiree healthcare oblgiations, the balance of which are due workers in other unions or salaried GM employees. The agreement, The Deal's Lou Whiteman points out, will leave GM with labor costs more aligned with foreign competitors.

SETTLING DOWN

Sources in September told Whiteman that GM would also:

  • offer bonuses and lump-sum payments to workers in exchange for flat wage rates
  • offer buyouts for senior workers
  • pay new employees lower rates, and
  • invest in its U.S. plants

GM did get its way in seeking limits over a controversial program that allowed union members to continue receiving full pay and benefits even when there was no job available for them. The automaker is positing the deal as a way to make it more competitive. How competitive is another question.

The news follows a settlement GM reached earlier in September with Troy, Mich.-based Delphi Corp., a former GM unit and the world's largest auto parts maker, resolving many outstanding issues and clearing a major hurdle to Delphi's emergence from bankruptcy. (See more below.)

Both legal tangles could have thrown serious wrenches into GM's turnaround. The latest move to right its course came in late June, with the sale of Allison Transmission for $5.6 billion to Carlyle Group and Onex Corp.

If GM is indeed beginning to turn things around, it's been a long road to get here. The tale of embattled GM incorporates many harsh business realities: the decline in power of the once-mighty American union; the possible attempt to eliminate the burden of pensions and benefits through bankruptcy protection; and the messy fallout of a changing industry.

Hope for what may have signaled a new chapter in the company's story, a three-way alliance with Renault SA and Japan's Nissan Motor Co. Ltd., faded in early October 2006, a lost cause that highlights the difficulty automakers will likely face in global M&A activity, particularly from labor, but signals such tie-ups may prove inevitable. Debate about the fate of the troubled automaker continued into November 2006, when activist investor Kirk Kerkorian, who had lobbied for the tie-up, cut his 9.9% stake in GM to 7.4%, sparking talk anew about his intentions. Then, days later, he sold 14 million more shares in the automaker for $28.75 each for a return of more than $400 million.

Weeks earlier, the GM board rejected the alliance as it was structured, Kerkorian said he wouldn't seek any more GM shares and that his board representative Jerome York was stepping down, and GM's shares headed south. Published reports said GM was readying for war, having hired Goldman, Sachs & Co. and Morgan Stanley to defend it in the event of a Kerkorian-speared takeover attempt.

CORPORATE TUNE-UP

In 2005 analysts said GM would need to slash its labor-related costs to stay competitive. Enter Kerkorian.

The billionaire financier, who once was Chrysler's leading shareholder, first approached GM with an offer to buy 28 million shares for $868 million. He eventually landed 7.2% of shares through his Las Vegas investment company, Tracinda Corp., and later boosted his stake to 9.9%.

  • It was Kerkorian who had on June 30, 2006 pushed management for a deal with Renault and Nissan. Renault owns nearly 44% of Nissan, and at the helm of both companies is Carlos Ghosn, himself responsible for Nissan's turnaround. Two weeks later, GM and Renault management agreed to review for 90 days a possible three-way alliance, though industry watchers questioned the real value of a deal.

Ahead of the failed Renault-Nissan talks, GM undertook a series of moves to both raise and save cash, after many months of burning through it.

  • In June 2006 GM reached a significant milestone in its overhaul plan, with 35,000 workers agreeing to buyout and early retirement offers. Still, an industry source told The Deal at the time that while the attrition program is a positive sign, it will hardly matter if GM can't design automobiles that U.S. consumers will want to buy.
  • One move to deliver the company a substantial chunk of change came in April 2006 when after months of negotiations, GM agreed to sell 51% of its profitable finance subsidiary General Motors Acceptance Corp. to a group led by buyout firm Cerberus Capital Management LP. In exchange, GM took $10 billion to help finance its turnaround plan.
    • Also in April, GM said it would divest its stake in Japan's Isuzu Motors Ltd. for about $300 million. Terms called for GM to sell its 90.09 million shares in the Japanese car and truck maker for ¥397 ($3.34) each to Isuzu shareholders Mitsubishi Corp., Itochu Corp. and Mizuho Corporate Bank Ltd.
  • In October GM cut ties with Subaru maker Fuji Heavy Industries Ltd., selling its 8.7% stake to Toyota for $315 million. In 2001 GM paid $1.4 billion for 20% of Fuji Heavy.

AND THEN THERE'S DELPHI

GM's former subsidiary Delphi found itself stuck in bankruptcy, having lost more than $700 million through the first half of 2005 before seeking court-supervised protection in October 2005.

The filing raised fears over provisions in Delphi's 1999 spinoff agreement that could force its former parent to assume the employee benefits of terminated Delphi employees as part of its reorganization. At the time, GM said that could cost it as much as $11 billion. Terms of the Sept. 6 settlement call for the automaker to take $2.7 billion in cash and the unconditional release of any claims against it in return for supporting Delphi's labor agreements.

Delphi's reorganization plan calls for a $2.55 billion equity investment led by Appaloosa Management LP that includes Harbinger Capital Partners Master Fund I Ltd., Merrill Lynch & Co., UBS Securities LLC, Goldman, Sachs & Co. and Pardus Capital Management LP. The investment, coupled with a multibillion-dollar exit loan -- Delphi has said it needs between $7 billion and $7.5 billion -- is expected to lead the parts maker out of Chapter 11.

WILL THE ENGINE STALL?

What would certainly be a historic bankruptcy if GM were to seek protection might look a lot different from what it would have been one year ago. On Oct. 17, 2006, the bankruptcy reform bill President Bush signed the previous April went into effect with a slew of new provisions that effectively make things harder for large corporations seeking protection. -- Carolyn Murphy

Dealwatch executive summary
Date
Action
10.15.07 GM details labor agreement.
9.26.07 GM, UAW reach tentative agreement.
9.24.07 UAW strike is on.
9.06.97 GM, Delphi settle.
6.28.07 GM sells Allison to Carlyle, Onex for $5.6 billion.
2.12.07 GM-Renault lost cause highlights likely difficulty for global M&A among automakers.
11.2006 Kerkorian sells 14 million GM shares for $462 million.
10.17.06 GM hires bankers to keep Kerkorian at bay.
10.2006 Jerome York steps down, Kerkorian won't seek more shares, and GM stock heads south. GM-Renault-Nissan talks end.
7.21.06 Ford posts unexpected quarterly loss.
7.14.06 Wagoner and Ghosn agree to review a possible alliance.
7.07.06 GM's board approves discussions of a possible Nissan-Renault deal.
6.29.06 Kirk Kerkorian displays support for the three-way deal.
6.29.06 Delphi gains court approval to offer workers a buyout plan.
6.28.06 Delphi creditors seek bankruptcy court approval to sue GM.
6.26.06 GM goes ahead with its restructuring plan to offer a buyout or early retirement for workers; 35,000 of them jump on board.
5.24.06 A judge denies a GM request to put off hearings to cancel Delphi labor contracts for 60 days.
5.17.06 GM hires AlixPartners to get its financial housekeeping in order.
5.04.06 GM and Delphi extend their negotiations.
4.20.06 GM's quarterly loss narrows, but its financial outlook remains bleak.
4.11.06 GM will unload its Isuzu stake for $300 million, part of its plan to shore up on cash.
4.04.06 GM sheds 51% of its profitable General Motors Acceptance Corp. subsidiary to a buyout consortium led by Cerberus Capital Management LP for $10 billion. The deal comes five months after the company announced hiring Goldman, Sachs & Co. and Morgan Stanley to advise on the sale.
3.31.06 Delphi files its long-anticipated request to cancel labor contracts.
3.2006 Dealwatchers wonder whether GM's extensive restructuring will enable it to avert bankruptcy.
2.2006 GM seeks appointment to Delphi Corp.'s creditors' committee.
2.17.06 Delphi delays for the third time a deadline to reach a deal with its unions making a strike less likely.
2.07.06 Tracinda Corp. consultant Jerome York joins ailing GM's board of directors, weeks after he publicly called for a slim down at the company.
11.28.05 Delphi wins interim financial support from GM and pushes back a deadline to secure new labor agreements.
11.21.05 GM plans to slash 30,000 jobs and close nine facilities as it overhauls North American operations.
11.19.05 PE firms consider making a go for GM's residential mortgage finance business.
11.10.05 GM bankruptcy fear looms as the company discloses in an SEC filing it had misstated 2001 earnings by up to $400 million.
10.2005 Delphi seeks bankruptcy protection.
10.05.05 GM cuts ties with Subaru maker Fuji Heavy Industries Ltd., selling its 8.7% stake to Toyota for $315 million.
6.08.05 Kerkorian has nearly doubled his stake in GM to 7.2%.
5.2005 Dealwatchers ponder what might happen if GM went belly up.

Source: The Deal







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