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How GM won over IPO investors with vows of change


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How GM won over IPO investors with vows of change

November 19, 2010 - 12:01 am ET

NEW YORK (Reuters) -- One of the first signs General Motors Co. was driving toward a record-setting IPO with booming demand from U.S. investors came from an unlikely indicator -- a sudden shortage of chocolate mousse at an investor meeting.

In one of the first appearances on a road show led by GM CEO Dan Akerson that began just after the November elections, the automaker's underwriters arranged for potential investors to hear Akerson's pitch in New York City.

GM had been expecting about 250 fund managers to turn up at Guastavino's, a former open air market cum architectural landmark beneath the 59th Street Bridge.

Instead, more than 500 crowded beneath the granite arches and vaulted tiled ceilings to hear from Akerson and CFO Chris Liddell.

Planners scrambled to find more lunches for the overflow crowd: salad, chicken, potatoes, iced tea and mousse.

A floor below, GM displayed five of its newer vehicles to catch investors' eyes.

Executives and bankers said that was when they began to realize they had a hit in the making with an IPO for a new GM less than a year-and-a-half after its landmark bankruptcy.

"The excitement was palpable. You could feel it," Akerson said on Thursday.

The strong demand that emerged from U.S. mutual fund investors and other fund managers in road show stops in Boston, Houston, Dallas, San Francisco and others turned the tide for the GM IPO, people involved in the process said.

Including a clause that would underwriters to sell more shares, GM's IPO will raise just over $23 billion, larger than the $22 billion raised by Agricultural Bank of China in July.

Between $3 billion and $4 billion in GM shares went to individual investors, a record IPO showing for Main Street.

From fear and loathing to greed

In September, with Akerson just weeks into the CEO job, underwriters argued that success for the deal would mean courting big overseas "cornerstone" investors, including sovereign wealth funds.

Bankers kicked off the first meetings with the likes of Singapore-based GIC and Temasek Holdings and investment authorities in Kuwait, Qatar and Dubai in October after the U.S Treasury signaled it had no objections, according to those involved in the process.

U.S. officials led by Ron Bloom, a former Lazard Freres banker, had been worried about the potential political backlash if a large share of GM stock was placed with foreign governments at the kind of discount -- between 10 percent and 20 percent -- that is typical for IPOs.

But when the domestic road show began in the first week of November, GM executives were surprised by how strongly U.S. mutual fund managers wanted in.

"We saw potentially all of the largest mutual funds over the past few weeks and I know -- or I think I know -- that virtually all of them put orders in," Liddell said.

The questions from U.S. investors, said GM's North American President Mark Reuss, repeatedly centered on one theme: "What's really changed -- no kidding -- in the company? That was a very consistent question throughout this."

Reuss, 47, GM's resident "car guy," hammered home a message about the automaker's devotion to quality and customer service after years of being criticized for ignoring both.

Liddell, 52, a New Zealand native and former Microsoft Corp. CFO, delivered an equally reassuring message about the change in GM's once-lax financial management.

Never again, he said, would GM become "a $100 billion pension plan with a small company attached."

At Liddell's direction, GM began an effort days before the IPO road show aimed at of the biggest worries for potential investors: a $23 billion pension shortfall that went unfixed in the U.S. government bankruptcy.

Liddell was concerned that the estimated shortfall would rise at year end because the accounting effect of lower U.S. interest rates would overwhelm the better performance of its invested funds, one person familiar with his thinking said.

In late October, GM said it would devote $2 billion in stock and $4 billion in cash toward the U.S. pension shortfall after the IPO, leaving a gap of $13 billion the automaker told investors it would pay down over several years.

Liddell's goal was a "fortress balance sheet" that would protect GM from the inevitable ups and downs of a notoriously cyclical car business, he told investors.

One of his roadshow charts depicted the massive swings in U.S. car sales running back to 1913, including the fatal plunge for GM that began from the last peak in 2000.

"We know how we arrived here," Akerson said. "We know what went wrong and I believe we have learned a lot from that."

The Shanghai connection

While GM's top executives were gaining traction with U.S. investors, another high-stakes set of talks were being held near Detroit.

In early November, a working-level SAIC Group delegation had been dispatched from Shanghai for talks with GM headed by Vice Chairman Chen Hong, people involved in the process said.

On Saturday, after talks at GM's headquarters, the two companies had a deal in principle, sources said. The Chinese automaker and GM's long-time, joint-venture partner would invest about $500 million for a 1 percent stake.

In exchange, GM would help state-run SAIC develop technology and work toward exporting its vehicles, sources said.

The deal underscored the importance of the China market for GM, where sales are expected to nearly triple the U.S. sales rate over the next decade, analysts said.

But on Tuesday, with the deadline approaching to complete the IPO, China's Ministry of Commerce had not given its approval for the investment to move forward, raising doubts for those involved about whether it would go through.

SAIC executives set in motion a quick plan B: the Chinese automaker agreed to invest $500 million in GM through a shell company in Hong Kong.

In a statement, SAIC said the deal would set it up for an "exploration of overseas" markets with GM.

HSBC agreed to arrange a credit facility to finance the SAIC stake, one person briefed on the discussion said.

At about the same time, the larger sovereign wealth funds that had been interested in buying into the GM IPO at $26 to $29 per share were balking when strong demand pushed the price 18 percent higher, one source said.

That left North American investors taking more than 90 percent of the IPO, sources said.

"They see GM as a different animal now," said one banker.

Read more: http://www.autonews.com/apps/pbcs.dll/article?AID=/20101119/OEM/311189898/1179#ixzz15mJKeWmS

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