DETROIT — A General Motors Corp. bankruptcy filing seemed
inevitable after a rebellion by its bondholders forced it to withdraw
on Wednesday a plan to swap bond debt for company stock.
GM has
until Monday to complete a government-ordered restructuring that
includes debt reduction, labor cost cuts and plant closures. But a
Chapter 11 reorganization is likely after the company said its offer to
exchange $27 billion in unsecured debt for 10 percent of the company's
stock had failed. GM has received $19.4 billion in federal loans.
The
move came as crosstown rival Chrysler LLC headed to court Wednesday to
ask bankruptcy judge for permission to sell the bulk of its assets to a
group headed by Italy's Fiat Group SpA in hopes of saving itself from
liquidation. Attorneys for Chrysler maintain that the Fiat deal is the
company's only hope to avoid being sold piece by piece, but car
dealers, debtholders, former employees and others are protesting.
Chrysler
filed for bankruptcy protection April 30, after the government ended
talks with a group of holdout debtholders. Both automakers were pulled
down by overwhelming debt, high pension, health care and other labor
costs relative to competitors, a global auto sales slump and a dismal
U.S. housing market that pulled down demand for pickup trucks, their
top-selling vehicles.
News of the failed GM bond exchange offer sent its shares down 12 cents, or 8.3 percent, to $1.32 in morning trading.
John
Pottow, a professor at the University of Michigan who specializes in
bankruptcy, said GM evading Chapter 11 now is almost impossible.
"They said no. That's it. They tried. That's why they're going to have to file for bankruptcy," Pottow said.
GM
spokesman Tom Wilkinson said the board will meet later this week to
decide its next move, but he would not say exactly when. He also would
not say if the company would soon file for Chapter 11, nor would he
reveal what percentage of bondholders took the offer.
"The
principal amount of notes tendered was substantially less than the
amount required by GM to satisfy the debt reduction requirement under
its loan agreements with the U.S. Department of the Treasury," GM said
in a statement issued Wednesday.
The Obama administration has
said it would only provide more funds if 90 percent of the bondholders,
as well as unionized workers, agreed to concessions that substantially
reduced GM's costs.
GM also said it canceled meetings set for
Wednesday with holders of notes that were not sold in U.S. dollars. The
statement said the meetings were to discuss amendments to the
debt-for-equity offers, but it did not specify what the amendments were.
There
was a small hope Tuesday that GM could avoid a bankruptcy filing when
the United Auto Workers union disclosed that it would take a 20 percent
stake in GM — down from the original plan of 39 percent. That seemingly
freed 19 percent of the Detroit-based company's shares to sweeten the
pot for its recalcitrant bondholders.
Wilkinson would not say why GM didn't make the offer to bondholders more attractive.
Because
the bondholder deal did not go through, the equity freed by the UAW
deal now apparently will go to the U.S. government, which may have to
commit billions more for GM's restructuring in court.
The
government's stake in the company originally was to be 50 percent,
according to GM's regulatory filings. But it now could be as high as 69
percent. The Canadian government also could get equity for up to $8
billion in aid for the automaker.
Such an arrangement would leave
bondholders back where they started — and a Chapter 11 filing all but
certain. The deadline for GM's bondholders to tender their debt was
midnight Tuesday.
Automakers worldwide are struggling as the
global recession has reduced demand for new vehicles. But GM and
Chrysler have been particularly hobbled by promises to cover the health
and pension costs of tens of thousands of unionized retirees — along
with recent record-high gasoline prices that reduced demand for their
low-mileage trucks and SUVs.
The UAW disclosed Tuesday it agreed
to take a much smaller 17.5 percent stake in GM, plus a warrant for an
added 2.5 percent stake to partially fund the $20 billion that GM must
put into a trust that will start paying retiree health care costs next
year.
In exchange for agreeing to a lower equity ownership stake,
GM promised the union $6.5 billion of preferred shares that pay 9
percent interest, plus a $2.5 billion note. The union, facing the
possibility that it may not be able to quickly sell GM shares to fund
its trust, preferred the certainty of the $585 million annual dividend
that accompanies the preferred shares.
The remaining $10 billion
will come from health care trust funds that GM already has set up. The
trust will get a seat on GM's board as well, although it will have to
vote at the direction of GM's other independent directors. The
concession deal, on which roughly 61,000 workers will vote by Thursday,
also froze wages and cut retiree health care benefits, performance
bonuses and cost-of-living raises.
When GM announced its debt
exchange last month, the company offered bondholders 225 shares of
common stock for every $1,000 in debt — or a 10 percent stake in the
restructured company. In addition to the UAW's share, the federal
government was to take 50 percent for exchanging a combined $20 billion
of their debt to equity. Current stockholders would end up owning just
1 percent of the company.
A committee representing GM's biggest
bondholders — mostly big banks and other institutional investors — has
opposed the debt-for-equity swap from the start.
Smaller,
"retail" bondholders — individual investors like retirees and families
— have also railed against the terms of the exchange. Both groups say
the offer gives them too small a stake for the amount they are owed,
and some have pledged to fight in bankruptcy court.
GM had said
previously that the government was preventing it from offering
bondholders more than 10 percent of the restructured company.
Some
analysts said GM's bondholders may be holding out for better terms in
bankruptcy, where they would normally get up to 40 percent of their
holdings back.
Another factor complicating the decision of GM's
bondholders: Many large investors hold insurance policies known as
credit default swaps. Such policies would reimburse bondholders in the
event of a bankruptcy filing.
Analysts speculated that few bondholders agreed to GM's offer because they differed with the company's view of its stock value.
"They
clearly have different valuation opinions as to how much the shares are
worth," Pottow said. "If you're bullish on the prospects of the
company, you might think that's a great deal. If you're bearish on the
prospects of the company, you might not think that's a great deal."