Thirteen months ago, General Motors was fighting for its life in bankruptcy court. Now, the automaker is laying the groundwork to sell stock to the public once again with the eventual goal of ridding itself of government ownership.
General Motors Co. filed the first batch of paperwork required to hold an initial public offering of stock late Wednesday. The 700-page document submitted to regulators laid out reasons, and risks, to investors considering buying GM stock.
The filing, called an S-1, was short on specifics. GM didn't say how many shares would be sold or when, although experts say the IPO could come as early as October. It also didn't say how many shares GM's majority owner, the U.S. government, plans to unload.
Such a sale would eventually lead to the government shrinking its big stake in the automaker, something GM is eager to see. The company's outgoing CEO, Ed Whitacre, has said government ownership has hurt GM's public image and sales. However, GM warned in its filing that the U.S. Treasury would continue to own a "substantial interest" in the automaker following the IPO.
More details about the offering is likely to emerge with additional filings in the coming weeks and months. GM did say its stakeholders initially will sell common stock, while the company itself will sell preferred shares, which are like bonds and include dividend payments. GM said it will use proceeds from the preferred stock sale for general business expenses.
The filing means GM and its current owners are likely to sell part of their stakes in several offerings that will take months to finish, said Scott Sweet, owner of IPO research firm IPO Boutique. Analysts have speculated that the initial sale could be worth up to US$20 billion, but the filing gave no number.
GM would have to bring in $70 billion just to pay back all the automaker's stakeholders. That could come in several sales over months.
The U.S. government now owns about 61 per cent of GM, which it got in exchange for giving the company $50 billion in survival aid last year. GM has repaid $6.7 billion, and the remaining $43.3 billion was converted to the ownership stake. Other stakeholders include a United Auto Workers health-care trust and the Canadian government.
Demand for GM's new shares isn't known. In the coming weeks, the company will pitch itself to big investors such as pension, mutual and hedge funds. Many of the shares will go to those larger players, but small investors will also get a chance to buy in.
There are risks. The IPO market is weak. And GM, which lost about $100 billion in the five years leading up to last year's bankruptcy, is hardly a sure bet.
Still, a quick run through bankruptcy court cleansed GM of burdensome debt. It closed 12 factories and its labour costs were cut dramatically through deals with the United Auto Workers union.
Helped by those cost cuts, GM earned a healthy $2.2 billion in the first half of this year despite depressed U.S. auto sales. It's set up to do better if sales rebound, especially in fast-growing countries like Brazil and China, where GM plans to launch nearly 20 vehicles in the next two years.
The company gave investors a lengthy list of risks on Wednesday, including restructuring costs and concerns about the competitiveness of its vehicles.
For example, the Chevrolet Volt, its highly anticipated electric car due for release this year, requires battery technology "that has not yet proven to be commercially viable. There can be no assurances that these advances will occur in a timely or feasible way."
Even new executives were listed as risk factors. GM acknowledged that incoming CEO Daniel Akerson and Chief Financial Officer Chris Liddell have "no outside automotive industry experience" and said it was important for the management team to "quickly adapt and excel" in their new roles.
Both, however, have extensive experience with successful companies. Akerson held top posts for telecommunications firms and Liddell served as CFO of Microsoft Corp. (Nasdaq:MSFT)
GM said the company was dependent upon global car and truck sales and said "there is no assurance that the global automobile market will recover in the near future or that it will not suffer a significant further downturn."
The company said it had no plans to pay dividends on its common stock and future dividends would be determined by its board of directors.
The company said it will trade on the New York Stock Exchange under the ticker "GM," the symbol under which it traded before it entered bankruptcy. Shares will also trade in Canada on the Toronto Stock Exchange, but the ticker symbol hasn't been determined.
Francis Gaskins, president of IPOdesktop.com, said GM's decision to sell preferred shares rather than common stock is a sign that it is having trouble attracting interest from investors and felt the need to sweeten the offering with the preferred dividends.
"Only a company that's not strong would do that," he said. "It's a tip-off that the investment community needs something special."
The new preferred shares will be converted to an unknown number of common stock sometime in 2013, the filing said.
GM also said in the filing that said outgoing CEO Ed Whitacre, who leaves Sept. 1, will get a compensation package worth around $9 million. He gets a $1.7 million annual salary and the rest in stock.