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Oracle of Delphi

The inside story of the GM, Chrysler bailouts

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David Shepardson / Detroit News Washington Bureau

Washington -- Detroit's Big Three automakers came closer than America realized to becoming the Big Two.

General Motors Corp. ended merger talks with Chrysler LLC in November 2008 to focus on getting emergency federal aid, but Chrysler continued to believe a tie-up with GM was its best chance for survival.

In April, as both automakers were surviving on government aid and fighting bankruptcy, Obama administration officials spent two weeks working on a plan for GM to acquire Chrysler's best assets and keep the doors open on a third of its factories.

Some members of President Barack Obama's auto task force saw it as a fallback position if Chrysler failed to reach a partnership deal with Italy's Fiat SpA. Other members opposed it. But top task force officials ultimately decided it was too late in the game for a merger, too complicated and would cost too many jobs compared to an alliance with Fiat.

The GM-Chrysler tale is among new details that emerged in Detroit News interviews with more than a dozen insiders -- automakers as well as government officials -- over the past two months.

They reveal the much greater government role in the historic bailout of both companies than has been disclosed previously.

Faced with the prospect of losing 1.1 million direct and indirect American jobs, as well as a major leg of the nation's economy, the government believed it could not afford to let the industry fail.

In the end, the GM and Chrysler bailout resulted from fortunate timing and the work of a group of unknown Wall Street veterans. Under the aegis of the White House, and without congressional approval, they forced a restructuring that the automakers themselves had been unwilling or unable to accomplish -- even as they saw disaster looming.

Among the other revelations from those inside the auto industry bailout:

• The White House auto team negotiated with billionaire investor Carl Icahn to buy parts supplier Delphi Corp., but the deal wasn't sweet enough for him to sign on. Delphi is now in the hands of its bankruptcy lenders.

• GM told the government it couldn't exit bankruptcy in the end of August or September, but was pressured by the task force to exit in early July.

• GM asked the United Auto Workers to freeze the hourly pension plan; the UAW refused.

2008 changed everything

In 2007, hard-won contracts with the United Auto Workers were heralded as game-changers that would reshape the U.S. auto industry, leveling the playing field with foreign rivals.

But the world changed in 2008.

Gas prices spiked and truck sales fell precipitously. GM announced in June that it would shutter four North American truck plants. And it quietly began trying to line up government help -- just in case.

On Aug. 1 of 2008, GM reported that second quarter revenues dropped 30 percent and it lost $15.5 billion. The company cut production by 300,000 vehicles, canceled its dividend and ordered the elimination of another 5,000 white collar jobs -- 15 percent of the salaried workforce. GM stock slid below $10 a share to its lowest level in 50 years.

A month later, the credit crisis hit. Lehman Brothers collapsed Sept. 15, filing the largest bankruptcy in U.S. history and sparking a worldwide panic. People couldn't get car loans.

U.S. sales fell below 1 million vehicles in September for the first time in 15 years.

By October, GM's position was dire. After losing $80 billion over the previous four years, the automaker was burning through cash at more than $2 billion a month. Privately, its board was considering bankruptcy.

On Oct. 13, GM CEO Rick Wagoner, accompanied by board members Erskine Bowles and John Bryan, asked the Treasury Department for an emergency bailout.

It would turn out to be one of the most significant days in the history of the nation's financial system.

The 8:30 a.m. meeting on Columbus Day, in Treasury Secretary Henry Paulson's office, also included Commerce Secretary Carlos Gutteriez and other key Bush administration officials, according to Paulson's calendar.

During the 40-minute session, GM used a Power Point presentation to explain why it would soon need a government loan to pay its bills.

Bryan, also a board member at Goldman Sachs, where Paulson had been chairman and CEO, was there to introduce Wagoner and help him make GM's case.

"You don't go bankrupt because you lose money; we've been doing that for years. You go bankrupt because you run out of money," Bryan recalled. "That prospect was very much on our minds before that first trip to Washington."

The day got worse for Paulson.

The CEOs of the nation's nine largest financial institutions came to the Treasury and agreed to a government capital infusion of $250 billion to try and stabilize the credit market.

Less than a month later, after meetings with influential lawmakers, GM released devastating third-quarter financial results Nov. 7 and said it might not survive into early 2009 without a government bailout.

GM also said it would drop talks to acquire Chrysler from private equity firm Cerberus Capital Management LP, to focus on winning emergency loans.

Around that time, Paulson directed aides to prepare a contract outlining government financing, in case GM was forced into bankruptcy.

On Nov. 30, a Sunday, Paulson met with Commerce Secretary Carlos Gutierrez and top Bush White House officials, as well as members of the incoming Obama administration.

"At that meeting, we -- the Bush team -- floated a proposal to establish an auto czar," said Keith Hennessey, a top economic adviser to Bush.

The administration would have created the position to advise the president on automakers' "restructuring plan for viability"

"The key to success of this plan was that the Obama team would publicly link arms with us and agree that they would continue the Paulson policy statement when they took over after Jan. 20th.Thus, the auto company's stakeholders would know that they had no wiggle room, and that they had no chance of getting additional funding from the next administration," Hennessey said.

The White House instead negotiated with Senate Democratic leaders in an effort to shift $25 billion for emergency loans for automakers.

Hearings fell apart

The nation's eyes focused on the industry's troubles Nov. 18 and 19,when GM's Wagoner, Chrysler CEO Robert Nardelli, Ford CEO Alan Mulally and UAW President Ron Gettelfinger appeared before House and Senate committees to make their case for federal help.

The session was a disaster. Hostile critics lambasted them for flying expensive corporate jets to Washington to seek taxpayer help, and for failing to clearly articulate why they needed the money, how they'd use it and when they would repay it.The executives were sent back to Detroit with orders to return in early December with detailed plans on how they would restore profits, restructure the industry and ensure their futures.

Having learned at least one lesson, the CEOs drove to Washington for the second round of hearings and presentations. But it wasn't enough. Late on Dec. 11, the Senate blocked auto bailout legislation, leaving it up to President Bush to decide whether the government would step in.

After failing to convince Congress to rechannel money from a $25 billion industry retooling program to a bailout account, Bush went it alone. He reluctantly stepped in on Dec. 19 with $13.4 billion.

But the lifeline came with strings.

The automakers were required to present viability plans to the government -- with a new president at the helm -- by Feb. 17. They were directed to order fast, deep cost cuts, secure agreements from creditors to eliminate most of their debt, and win UAW concessions to bring labor costs into line with U.S. plants run by foreign automakers.

If they came up short, GM and Chrysler would have little choice but to file for bankruptcy, with few prospects to secure financing to pay for their restructuring.

Michele Davis, a spokeswoman for Paulson, said the administration agreed to rescue the companies in part because Congress didn't act and it "fell into our laps."

"With the economy in a clear downturn," Davis said, "we felt the best option was to provide short-term aid and force the companies to take drastic steps toward viability."

Task force gets to work

The new Obama administration quickly assembled an auto advisory team. Treasury Secretary Timothy Geithner flew to New York to ask Wall Street financier Steven Rattner to head the effort.

The task forceeventually numbered about 12 Wall Street dealmakers and lawyers, supplemented by dozens of people from three consulting firms retained by the government.

It met at 8 a.m. every day, tackling an agenda that went out at 5 a.m. It focused on June 1 as a key deadline for GM, because that was the due date for a $1 billion payment to bondholders.

In early February, GM Chief Financial Officer Ray Young called White House aide Brian Deese to say GM wouldn't submit its viability plan by the Feb. 17 deadline. Larry Summers, head of the White House National economic Council -- and co-auto task force chair -- immediately called GM lobbyist Stuart Eizenstadt, who as a White House advisor had helped craft the 1979 Chrysler bailout. Eizenstadt apologized and assured him that GM would meet the deadline. And it did.

Chrysler executives, who said a merger with GM was its best chance for survival, had lobbied the government to give money to GM to buy Chrysler. But GM rejected it.

While the two automakers met the Feb. 17 deadline -- Ford Motor Co. did not seek federal loans -- GM and Chrysler had to wait more than a month for a decision from the administration. But internally, the task force quickly discarded the plans as inefficient.

Obama rejected the Chrysler and GM viability plans. They were given one last chance to come up with an acceptable turnaround blueprint.

Chrysler had until April 30 to cut its debt, win labor concessions and secure a tie-up agreement with Fiat in preparation for a government-financed Chapter 11 bankruptcy. GM was ordered to take similar same steps by June 1, when a key $1 billion bond payment was due.

The pre-negotiated bankruptcies would allow the automakers to emerge from court protection quickly, shedding their burdensome obligations and saving the good assets.GM's final draft, accepted by the government, eliminated Saab, Saturn, Pontiac and Hummer and retained Chevrolet, Cadillac, Buick and GMC.

Panel split on Chrysler

Chrysler's road back from the brink was marked by harrowing moments.

In mid-March, the task force was split, 4-4, on whether to save it at all.

An economic analysis presented to Obama said up to300, 000 jobs would be lost immediately if Chrysler was liquidated. And the government's costs of liquidating Chrysler -- paying pension benefits, health care coverage to retirees, unemployment insurance -- would be in the billions.

"None of us were brave enough," Rattner said. "We just said to ourselves, 'That's 300,000 jobs in one day, when you have an alternative that's not stupid."

The administration ultimately endorsed the Fiat-Chrysler alliance -- in part because Fiat said it would become much more active in running Chrysler. Fiat CEO Marchionne would also be Chrysler CEO.

Around 10 p.m. April 10, two White House task force members called Nardelli, looking for the final operating plan between Chrysler and Fiat.

"We were under the impression that they were finalizing it," one former task force member said. "The point of the call was to check in and say, 'We are going to need it now.'"

In fact, Chrysler and Fiat remained far apart on some major issues. The task force needed an approved agreement between the two automakers in hand by mid-April, so it could have two weeks to finalize it before the April 30 deadline.

After Nardelli's unacceptable response, the task force's Clay Calhoon, 26,and Brian Osias, 32, were on the first flight from Washington to Michigan the next morning. The two advisors and some consultants arrived at 11 a.m. at Chrysler headquarters in Auburn Hills. They met with Chrysler and Fiat executives, around the massive, board room table.

"We're going to sit in the conference room until we're done," Calhoon told Nardelli.

Calhoon didn't leave the conference room until 2 a.m. Just one key issue was unresolved: What incentives would be needed to meet sales volume goals?

On Sunday, the Fiat and Chrysler team reconvened again to try to nail down the incentives but made little progress until Ron Bloom, the No. 2 official on the auto task force, called Fiat CEO Sergio Marchionne. They resolved it during a five-minute conversation.

Chrysler filed for bankruptcy April 30, after two, non-stop days of final negotiations with Fiat and government officials at the Treasury's New York law firm offices.

Its best assets were sold to Fiat and it emerged from bankruptcy as a new company, Chrysler Group LLC, June 1. The rest of the automaker's holdings were left behind to be sold or liquidated.

Other partners considered

But Fiat wasn't the only potential partner under consideration for Chrysler.

The Detroit News learned that administration officials, led by Calhoon, spent a week in Aprilworking with GM on a plan to acquire Chrysler's best assets and keep the doors open on roughly one-third of its factories.

Those talks reached the highest levels of GM, including Fritz Henderson, who took over when the government ousted Wagoner.

"What do we do in the event that we can't get the Chrysler-Fiat deal done or if the president says the terms are unacceptable to him?" said a person involved in the talks. "We didn't want to just let Chrysler liquidate. Could we save some of the assets? How would that look and how much value would be generated?

Henderson rebuffed overtures from Chrysler in February, but two months later he raised with the task force the possibility of acquiring parts of Chrysler, if a deal with Fiat faltered.

"If the Chrysler deal doesn't go through, we're interested in some pieces of Chrysler," Henderson said, according to a person familiar with the situation.

"We're interested in Jeep. We're interested in a couple of the powertrains."

GM was most interested in Chrysler's jewels: the Jeep brand, Dodge trucks and minivans.

"Fritz's view on the Ram was, it's a brand new Ram. You run it for five years for cash and not do a new one," said a person involved in the talks.

Also under consideration in GM's corporate mind: eliminating Chrysler's dealer network, and selling Chryslers at GM dealerships.

Some task force members believed a Chrysler-GM tie-up made more sense than a Chrysler-Fiat alliance because it could have added $20 billion to GM's market value, lowered the overall cost to rescue the two companies, and benefited the industry as a whole by reducing factory capacity.

On April 19, task force member and Wall Street vet Harry Wilson flew to Washington to make a "passionate plea" for supporting a GM-Chrysler tie-up. But others on the task force showed little interest, saying it was too late short of the Fiat-Chrysler deal falling apart.

But another government official noted that many of the jobs saved would have been in Canada -- and that potentially only one-quarter of Chrysler's U.S. jobs would have been saved. The dominant view became this was only an alternative if the Fiat talks collapsed.

Revenue biggest concern

GM faced more opponents in bankruptcy court, since many attorneys general and other investors who didn't object in the Chrysler case did so in the GM bankruptcy.

GM's biggest concern during bankruptcy was revenue: How much would it lose at a time when nearly all of its plants were shut down?

"We basically battened down the hatches because we really didn't know how long we would be out," said Joe DaMour, executive director of GM's finance staff. He helped lead a team of 40 overseeing the automaker's day-to-day restructuring efforts.

The administration "foamed the runway," to guard against a collapse of GM and Chrysler by guaranteeing vehicle warranties and providing fast, government-backed payments to suppliers.

DaMour said the GM bankruptcy succeed because it had to -- and because of a team of dedicated GM employees.

"You can have a lot of complex explanations for this but we knew we had no choice," DaMour said.

"There isn't this debate about (what) we should or shouldn't do.... We aren't discussing or debating this. This is what we have to do."

"On May 1 and May 15, the auto task force held eight-hour planning sessions on GM's planned bankruptcy filing at the automaker's New York law office. More than 100 participated by phone or in person.

GM planned to present a 300-page slide presentation at the first meeting. The Obama team wasn't interested. Instead, they went through 15 major issues and assigned deadlines to specific people.

With the efficiency of a drill sergeant, task force member and Wall Street vet Harry Wilson, went through each item and got a commitment of when it would be completed.

GM filed for bankruptcy June 1.

CFO Ray Young said that due to its complex accounting system, GM couldn't exit by Aug. 31 or even Sept. 30, the end of a quarter.

Wilson was incredulous: GM would lose at least $100 million a week during bankruptcy, and would be willing to incur as much as $1 billion in additional losses, because it couldn't resolve accounting issues.

"I can't think of a problem in the world I can't solve for a $1 billion," Wilson said, according to participants.

GM exited bankruptcy as General Motors Co. on July 10.

No other choice

Former GM board member John Bryan believes GM's collapse was inevitable -- whoever had been on the board, or in the CEO's office.

"(GM) could not have prepared themselves -- not in the recent years -- for a sales drop of that magnitude, given the cost structure," Bryan said. "That fault belongs to a generation or so." A "few little moves" in recent years, he said, "would not have mattered."

The board had no choice in filing for bankruptcy, Bryan said. "The government told us what to do," he said. "Life outside liquidation rested on choices made by the government."

Key finding #1

Interviews with key government and industry players revealed new details about the auto bailout negotiations and the bankruptcies of GM and Chrysler:

• In April, senior GM executives -- including CEO Fritz Henderson -- held meetings in Detroit with the Obama auto task force about making a new offer to acquire a sizable chunk of Chrysler's assets.

The meetings were initially prompted by a discussion between Henderson and former auto czar Steven Rattner that GM might be interested in buying Chrysler's prized possessions: the Jeep brand, Dodge trucks and minivans, and keeping about a third of Chrysler plants and employees.

But GM's interest -- on the heels of merger talks last summer -- came too late as the Obama administration backed a deal to turn control of Chrysler to Italy's Fiat SpA. Some in the Obama administration argued the deal could have added $20 billion to GM's market value and lowered the overall cost to rescue the two companies.

Key finding #2

• The Bush administration initially planned to announce a package of roughly $25 billion in aid to four companies on Dec. 19: GM, Chrysler, Chrysler Financial and GMAC.

But talks broke down with the two finance companies in the middle of the night -- hours before President George W. Bush's announcement. GMAC would finally reach a deal 10 days later for $7.5 billion in aid, while Chrysler Financial wouldn't get its loans for nearly a month.

Key finding #3

• The Obama auto task force held secret talks in April to sell Delphi Corp. to billionaire investor Carl Icahn. The talks collapsed when Icahn held out for a better deal. Ultimately, the government backed the bid of Platinum Equity, but the Troy-based firm was eventually acquired by its bankruptcy lenders.

Key finding #4

• GM told the government it couldn't exit bankruptcy in the end of August or September, but had to be prodded by the task force to exit in early July.

Key finding #5

• GM asked the United Auto Workers to agree to a freeze of the hourly pension plan; the UAW declined. GM also apologized to UAW President Ron Gettelfinger at one point during the talks over an incorrect labor cost figure submitted to Treasury. Talks between Gettelfinger and Fiat CEO Sergio Marchionne were so heated at one point that Gettelfinger stormed out of a meeting at Treasury.

Key finding #6

• The Obama administration sat in on several GMAC board meetings -- its right as owner of 35 percent stake in the company -- but has since stopped. Auto task force members also held face-to-face talks with American Axle & Manufacturing Holdings Inc. CEO Dick Dauch to finalize a financing deal between GM and the auto supplier.

Link: http://www.detnews.com/article/20091124/AUTO01/911240365/The-inside-story-of-the-GM--Chrysler-bailouts

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I knew GM was close to getting Jeep and some other bits and pieces. I still think when the dust finally settles on all of this, a korean company is going to own "ram" and GM will eventually end up with Jeep.

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