GM”s IPO scuttlebutt has been dominated in recent weeks by speculation about possible foreign “cornerstone” investors. But, according to five sources who spoke with Reuters

GM is likely to sell about 80 percent of the common shares in its IPO and more than 90 percent of the preferred shares in North America.

Yes, despite deep skepticism about the GM IPO’s appeal to retail investors, GM will sell most of its equity in North America, and it’s even splitting its share price to bring the per-stock price into retail range. Why the sudden back-away from talk of courting global investment and “cornerstone investors” from abroad? Politics, baby! With Chrysler likely to end up owned outright by Fiat, something had to be done to keep The General at least nominally American-owned. Meanwhile, in news that is sure to thrill prospective retail investors, Special Inspector General of the TARP program (SIGTARP) Neil Barofsky is investigating the IPO… and says GM’s per-share price will have to hit $133.78 (pre-split) for the Government to break even. GM’s highest-ever stock price was $94.63, and that was back in April of 2000. Are we getting excited yet, retail investors?

Despite not having spent a dime on the US firm, Fiat is widely credited with “rescuing” Chrysler. Here’s another way of looking at it: the United States taxpayers bailed out Fiat, an Italian firm with no presence in the US market. For no money down, Fiat got a 20 percent stake in a Chrysler that, although troubled, had been rinsed clean in bankruptcy. Now, analysts looking at Fiat’s spin-off of its automotive unit are telling Automotive News [sub] that

The government of Sweden’s Västra Götaland County has referred Saab to the Swedish Enforcement Service (Kronofogdemyndigheten) over nonpayment of a $16.2m loan, reports thelocal.se. The bill is for repayment of a portion of a roughly $45m in aid extended by the county to Saab during its first weeks of bankruptcy. Because the $16.2m portion was used specifically to guarantee employee salaries, the County is arguing that it is not covered by Saab’s 75% writedown agreement with creditors. Saab insists that the salary guarantee portion is covered by the cramdown, and says it has paid its 25 percent of the total loan.

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This is a company that could not tell you, on any given day, within five hundred million dollars, how much cash it had… not only were they not prepared, but Rick Wagoner had very specifically said he didn’t want to prepare… frankly, it’s an irresponsible position [for a CEO to take].

What do you do when you’ve overseen a divisive bailout and an investment scandal all within the last year? Writing a book goes without saying, but it doesn’t hurt to bash on the executives you ousted while “Overhauling” the industry. That way, people who were (ahem) bearish on GM leading up to the bailout can at least be vindicated in their pessimism (and have the pleasure of imagining what might of happened if Ron Gettelfinger had been fired as Wagoner’s sacrificial lamb). In any case, that’s just what former auto bailout czar Steve Rattner has done in an interview with CBS News, and despite Rattner’s relentless striving to appear respectable and brave, it’s worth a watch. Especially in hindsight, pre-bankruptcy GM makes even Rattner look good.

The New York Times checks in on the cheery scene of Flint North, a giant factory complex that was left to Motors Liquidation Corp (aka “Old GM”) after the GM bankruptcy, and finds that the liquidation process is moving along nicely. It turns out that all Motors Liquidation Corp needed to do was look the other way… Flint North was more than happy to liquidate itself.

Ownership of Flint North was ceded to Motors Liquidation in July 2009, though in a special arrangement, G.M. kept making pistons and other engine parts at one of the factories. The empty plants were essentially abandoned in their as-is condition on their last day of production. “They still have personal goods on the table,” said Captain Swanson of the sheriff’s department. “There’s still ceiling fans going.”

Shortly afterward, thieves began to systematically strip copper — used in heating, cooling and other systems — from one of the nearby vacant plants. Authorities said that a ring of thieves hit the building night after night over a three-month period, taking out more than 150,000 pounds of copper.

The gang would load the metal on flatbed rail cars — owned and once used by G.M. — and roll the cars to a hole in a fence, where the copper was put on trucks and then sold to scrap dealers.

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Digging through the finances of a company as large as GM is never an easy task, especially when the balance book in question was recently wiped clean in a bailout-bankruptcy. Luckily, Bloomberg columnist Jonathan Weil has the chops to do the task justice, and he’s come up with a fascinating insight: through the power of an accounting tool known as “Goodwill,” Weil claims that GM has juiced its assets and liabilities during its “fresh start.” He notes with TTACian zeal:

It’s as if a $30.2 billion asset suddenly materialized out of thin air. In the upside-down world that is GM’s balance sheet, that’s exactly what happened.

The short version: GM undervalued some assets and overvalued some liabilities during its “fresh start.” The scary result: improvement in GM’s performance and creditworthiness could actually lead to writedowns on its Goodwill… which is currently The General’s largest non-current asset. Oh yes, and without that $30.2b in Goodwill, GM would have about an equity value of -$6.3b. Welcome to the new General Motors…
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We can’t pretend to be overly enamored with former “car czar” Steve Rattner, who oversaw the auto bailout before being disgraced for his role in a New York pension fund pay-for-play scandal. Still, the guy was in the thick of things during last year’s negotiations over Detroit’s rescue, so he knows where the bodies are buried. And in his new book, Overhaul, which has been released to select outlets ahead of its October 14 publication, he tells a whole lot of stories about the months of bailout proceedings that led to the rescue of GM and Chrysler. Of course, Rattner has an agenda in all this, namely proving that

so he’s not necessarily an unbiased source. But with grains of salt at the ready, let’s dive into his spilled guts and see if what secrets lie beneath.

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Another day, another story detailing the political nightmare that is the GM IPO. The WSJ [sub] reports that

The U.S. Treasury is concerned about how many overseas investors it should allow to buy big stakes in General Motors Co. through the car maker’s initial public offering this fall, according to people familiar with the matter.

The caution—aimed at minimizing any political fallout from the massive stock sale—could involve limiting or being selective about which non-U.S. investors such as sovereign-wealth funds would be invited to be “cornerstone” investors in the IPO

Expect Treasury to publicize any limitations on foreign investment in GM’s IPO sometime “within the next couple of weeks.” And no matter how the bureaucrats rule, it won’t be great for taxholders. After all, foreign investors (particularly in China) have the motivation and means to invest heavily in GM, which would help boost the IPO price. The downside, of course, is that the taxpayers’ $50b investment wouldn’t have kept the company American-owned. If keeping ownership in the US is the priority, it’s fair to expect a considerably lower IPO valuation. Heads they win, tails we lose. Ain’t the intersection of politics and business grand?

Looking for proof that politics are an overriding concern for GM during its forthcoming IPO: look no further than a report by Reuters which claims that

GM’s roadshow is set to begin on Nov. 3 and will last two weeks, the sources said. The IPO is expected to price on Nov. 17 and debut on Nov. 18.

Now why would GM wait until the day after midterm elections to file? Well, it could be so GM has time to file 3rd Quarter financial data before offering shares to the public, but GM’s CFO has already warned that 3rd Quarter results will be worse than results from the first half of the year. In other words, waiting to file is likely to materially hurt the IPO (and taxpayers’ chance of payback). But if GM launches its roadshow the day after elections, it won’t turn the midterm election into a referendum on the auto bailout, a situation that would surely exacerbate the already-strong anti-incumbent trend in American politics. And clearly protecting craven pols is far more important than maximizing the return on “investment” for taxpayers, right?

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GM is announcing the arrival of the first “driveable Volt” in China, in a move that GM’s China boss Kevin Wale calls a sign of The General’s “long-term commitment to bringing our industry-leading technology to China.” And despite a distinct lack of Chinese demand for green vehicles, a recent survey that shows as much as 75 percent of Shanghai’s drivers plan to purchase an EV in the next three years (not to mention government plans for increased EV subsidies) is giving GM hope that its plug-in will take off there. But in order to achieve Chinese-market success with the Volt, GM will likely have to offer the vehicle at a price point well below its US-market MSRP of $41,000.
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From a week deep in our “How The Hell Did We Miss That” file comes a Reuters report that shows GM considered floating its IPO on the Hong Kong Hang Seng index. GM’s interest in a Hong Kong float has obvious roots: the company is extremely well-positioned in China, where high savings rates and the prospect of steady local sales growth could have helped bring in both private investors and GM’s partner firms. But according to a Reuters source, GM rejected the idea because it would have delayed the IPO past its Thanksgiving deadline

I don’t think signaling goodwill toward Asia is likely to be a significant enough argument for all the cost and complexity. I don’t want to overstate the cost and complexity but it’s not insignificant

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We’re hardly shocked by the idea that Chrysler won’t turn profit this year. After all, Auburn Hills has barely made its minimum monthly sales volumes (at best, and with rampant incentives and fleet mix) this year, and lost $50m+ in “industrial inefficiencies” on the Jeep Grand Cherokee launch alone [Q2 results analysis here]. With plans to close out the year with a non-stop barrage of product launches and attendant media spending, it would take a minor miracle for Chrysler to break even. But we’ve essentially known this all for some time… what’s truly shocking is that Chrysler’s CEO Sergio Marchionne actually admitted to the media that Chrysler won’t turn a profit.

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The most interesting section of every S-1 filing is undoubtedly the “risks” section, in which companies are legally compelled to disclose all possible material risks associated with investing in their IPOs. Unfortunately, these risks are typically overstated, as no firm on the verge of going public wants to run into trouble with the SEC for under-reporting risk. As a result, many of the risks disclosed are fairly mundane, everyday risks in the world of business (currency, commodity price, and other economic fluctuations, etc). At the same time, companies rarely give reporters a full tour of their major risk areas the way these sections do, so they’re usually worth a read. GM’s just-released S-1 filing is no exception…

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GM has filed its S-1 paperwork with the Securities and Exchange Commission. Read the entire document here.

GM’s IPO filing still has yet to appear on the SEC’s EDGAR database, but while we wait for the S-1 form to clear, Reuters has some details on what to expect from the sale. The big news:

GM is mulling a plan under which sovereign wealth funds or pension funds would serve as “cornerstone investors,” a technique often used for large initial public offerings to show that key investors are supporting the deal, four people said…

Each cornerstone investor would likely be asked to commit to buying 2 percent to 10 percent of the IPO and cornerstone investors would likely account for 10 percent to 30 percent of the total IPO, one of the sources said.

On the other hand, another source says GM is targeting 15 percent of its equity towards cornerstone investors, with 20-25% is aimed at the retail investment market. Either way, Reuters points out that another recent large IPO of a government-owned business, the Agricultural Bank of China, relied heavily on cornerstone investors… but that the politics of such a strategy could be risky.

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