Friday, 20 August 2010

Company Focus – GM – Investor Road-Show Prospecting with a Necessarily Low Key “Yippee IPO”

The North American operations of the new General Motors Company has experienced a remarkable ride over the last 12 months or so. Its $60bn+ financial life-line and a politically generated 'fast-track' Chapter 11 restructuring designed to provide it with a lease of new life; so as to play its part in the economic regeneration of the US, and end the domestic value-destruction drag within the company's global empire.

Undoubtedly a radically re-shaped entity. It saw 8 brands slashed to 4: banishing non-performing divisional marques and those out of kilter with prevailing social trends. It saw an essentially cannibalistic dealer-base much contracted*: re-setting showroom catchment areas and enabling pricing power. It saw product specification rationalisation: the resurgent days of “more combinations than stars in the universe” gone. It saw the number of preferred supplier numbers shrunken: to offer contract security in return for discounts driven by economies of scale. It saw product engineering rationalisation: as new vehicle programmes were determined 'global' instead of 'local'. It saw the UAW recognise the scale of the challenge, necessarily altering its historic left-ward stance to rightwards: the reality of the enormous GMNA challenge and government persuasion showing its need to be part of the solution, not the problem. It saw major national support: from the large Energy Department loans from the out-going Bush administration, to the unprecedented Quantitative Easing measures from President Obama, which not only provided the 'bail-out' monies but doubly support the company (and the sector) with”Cash for Clunkers”

[*NB allegations flying back and forth within public web forums that the dealer rationalisation programme was supposedly heavily influenced by the Dem vs Rep campaign donation choices of GM auto-dealers].

Never in the US auto-sector's history has so much change been seen. As a result of that drastic surgeory which spanned major liposuction, cardio-vascular re-routing and skeletal support, the organic element of the company is indisputably different.

However, akin to any over-weight, artery clogged, arthritic patient, the surgeory can only normalise the organic. As important, if not more so, is mental (ie cultural) re-orientation For three reasons: to avoid re-lapse into destructive old habits, to recognise the reality (ie 'new norm') of the surrounding environment (of the global automotive arena, and GMNA's objective place within it) and to set-out a health improvement regime which re-builds understanding, character and innate strength.

This was always was set to be the substantial post-apocalyptic challenge – and it has now arrived.

Yet after so much positive yet painful traction, enabled by 'text-book' actions and oiled by Washington, as the company nears the eve of its IPO – for an expected 20% disposal of the government stake – two events of a macro and micro nature, point to a behind the scenes reality at GM which is marring the bright future previously painted.

1.At the macro-level, the candid description of the all to real re-emerging macro-economic headwinds availing themselves, depicted in the Risks (ie caveat) section of the S-1 document submitted to the SEC yesterday as part of the IPO procedure.
2.At the micro-level, the very surprising departure of Chairman Ed Whitacre, having seen successful emergence from Chapter 11 and offered two quarters of seemingly successful financial results.

Although not privvy to an inside view of the restructuring, investment-auto-motives has long been cautious about the reality behind the all too typical necessary but potentially over-played corporate bravado. In short questioning “what the store really looks like behind the Wall Street directed window-dressing”?

The question that always beset New GM was “in what manner would it approach re-listing onto public capital markets”? Of course much was dependent upon the positive or negative dynamics of those markets themselves, setting the scene for relative economic confidence throughout the economy and especially so the institutional and mom & pop investor. That said, once the market sharply rebounded from its March 2009 low-point, the rapidity of that rise – holding steady after 6 months and sustained for 14 months - essentially set the scene for an early presentation of New GM.

Market dynamics fitted well with the government's need to claw back its 'investment' in the company and so, given the record breaking valuation and size of the eventual full listing, commissioned the full gamut of Wall Street's big name investment banks to both act as book-runners and under-writers.

But since the recent topping-out of western capital markets, thanks to corporate earnings driven by a mixture of tail-end cost-savings and inventory re-building, unsurprisingly the age of what seemed continued, unfettered, but foundationally unproven jubilation has been somewhat scuppered.

This has engendered a 'reality check' amongst both touting corporate executives and their agent bankers. It is a very necessary reaction which in the larger context should help prevent the bursting of a mini-bubble. And crucially at the corporate level instills a conservative atmosphere of reasoned valuation.

Thus GM's change of tack. From a 'full steam ahead' stance to something more cautious. The initial reported intention of an all-out offering of Washington's & Ontario's complete stake, so riding buoyant market sentiment as a switch play from what seemed a bond bubble, has altered dramatically in the cold light of recent market jitters. Equity buys have slowed for even proven 'risk-off' buys such as infrastructure, pharma and sections of consumer retail, so the market acceptance of a large scale GM offering – even a stretch in itself – would have consequently diminished.

This is the reality which GM wisely conveyed in its S-1 filing, that 'risk-off' sentiment detailed by the still lack-lustre recovery in the US, Europe's economic drag and perhaps most importantly the contraction of vehicle demand in China as the PRC seeks to re-align its own economy; given the slowed demand-pull from export regions which by default helps keep the Renminbi tracking slightly lower.

Thus GM's S-1 recognition of a concerning slowed phase in the global economy must be seen to be seen, with GM no doubt an understanding that with slowed Chinese domestic demand hitting commodity imports along with increasing world-wide food-stuff prices, that even rebuoyed South American car demand may suffer as well; so seeing demand deflation across the globe.

But what of Ed Whitacre's untimely departure?

It is unexpected given his stand-by-thee reputation build at AT&T. Of course it was well recognised that he was parachuted into GM specifically to lend gravitas to and managerially underpin the floatation process, that is seemingly his craft. Yet as insightful financial press editorials have stated: the job is far from done, even if the environmental market conditions have changed. As has been reported. the CEO's role has been handed from the charismatic long-serving Wagoner, to the accounts clinical Henderson, to the re-orchestrational Whitacre and now to the more entrepreneurially renowned Dan Akerson.

Most interestingly, Akerson holds an MD position as Buy-Out Head at the private equity firm Carlyle Group.

Ideally Whitacre would have kept to his word of (to paraphrase) “not going anywhere for sometime”, since this would have given a much needed stability to GM mid and senior tier management, who quite frankly must be continually bemuddled even as corporate confidence builds. But the appointment of Akerson highlights perhaps not only greater care to pitch GM properly to the market, but also allow it to fairly value and dispose of its remaining interests in the essentially defunct Motors Liquidation Corporation.

The 'old GM' company - still with creditors in toe - has the remit of off-loading what are essentially reams of 'rust-belt' properties and plant Such asset disposal is typically not the remit or capability of typical auto-executives, their focus better directed in running the active side of the business. So instead, who better than a knowledgeable, value-driven, and deal savvy private equity player to undertake the role?

Brown-field industrial plots here and now seem to be the last asset class on people's minds, but of course it will be Chinese, Indian and SE Asian firms, who whilst cash-rich and enjoying steady income streams will be on the look-out for western acquisition deals throughout North America and Europe. As a way-in to serve the still sizable GM across the range of different vehicles systems: from possibly the likes of TATA in body construction, Bharat Forge in powertrain and suspension castings, Geely affiliated companies in trim and interiors and other Chinese companies in electrical and electronic harnesses and 'black-box'.

Identifying 'fair-value' asset disposal prices will be key, as will a 'simple and clean' no-nonsense agreements to enable quick legal conveyance of the properties and plant. If not as successful as planned in selling to overseas buyers, GM may need to look at the possibility of passing on such redundant land to the government as a part of an equity return deal. This would assist both GM and the government in terms of re-apportioning soft and hard assets to their natural places, GM holding more of its own equity and the state holding more of its own terra firma, but for better mid-term confidence and an improved outcome for long-term national prosperity, the attraction of Eastern FDI cannot be understated.

On paper the production active side of GM's business model has been reset to reach breakeven at an annual market volume (TIV) of 10.5m, given a maintained and projected market-share of approximately 20%.

[NB. Maintaining that 20% will be key, as recent marketing campaigns such as the 5-year/100,000 mile vehicle warranty highlights. Yet the level of competition is still severe, as seen by Hyundai's 7-year warranty, the need for Toyota to reclaim its dominance, Honda, Nissan & Suzuki incursion, aswell as critically the North American growth ambition of VW, Ford's retained hold and the obvious return of Chrysler (and latterly FIAT) as market forces].

GM cannot simply rest on its laurels of a transformation job well done under Whitacre, nor can it expect the capital markets to accept that miraculously all is now well, nor can it expect a windfall from its MLC asset-disposals, nor can it expect the future helping hand of Washington.

As the year-end IPO deadline approaches GM must be seen to be more far more than it has been. It has by Chapter 11 default escaped its image of endemic irresponsibility and mis-management.

But now New GM must present itself to be far more than a possible case of 'fur coat and no knickers'. This viewpoint generated by recent issues such as: partnership with a sub-prime lender to support sales volumes (vis a vis Washington's expectations), concerns regards the proliferation of creditor-warranty and convertible bonds related 'class-B' shares, and the surprisingly large reported pensions drag carried-over: which could not be culled under Chapter 11 given the scale of GM's social legacy.

Yes, GM enters a new phase, one in which it will be undoubtedly tested, but as with any buyer of a car, let alone a car company, it will need to have been 'tried and tested', before fully convincing the capital markets.

Theoretically, having ridden the support wave over the last year,its present $32bn cash pile would allow it to prove itself without the need for immediate new capital injections. If all is truly stable, that would surely be the expectation from investors, and the acid test for GM. Thus avoiding the IPO as effectively an avenue to 'Lemon Aid'. Exactly how it conducts itself throughout this new period of 'stretch' of retracted consumer demand will be testament to its current and future capability.

Whilst Akerson is promoting divestment potential the fundamentals of the IPO's confidence relies upon operational acumen, and drafting a tenable payment schedule from its investment funds to meet its still weighty pensions obligations without having to 'bet the farm' on high risk choices.

These irredoubtable and crucial facts are recognised by the financial press, sector analysts on both side of the buy-sell deal and critically Washington itself. And no doubt by Akersen himself.

Having come so far, no matter how 'lady-like' its appearance, GM cannot afford to 'pull a fast one' on the markets, expecting a latter case of a rising tide lifting all boats. This IPO registration process is vitally important for the corporation and the country. Certain quarters of the press have already hinted that "Dan Akerson's number should be up", but we can only allow investor 'registration numbers' to tell the ultimate tale. Black versus Red labels are all to easy to affix before the event. Yes it may be a strenuous hill-climb yet, but that all important S-1 document at least highlights the bumps in the road ahead, even if the possibility of black-ice is not overtly mentioned.

So, from the basic operational and balance sheet out-look, investment-auto-motives is yet to be convinced of GM's fully-recovered return. But that declaration of horizon risk indicates an renewed atmosphere of prudence at GM which should be welcomed, even if investor breath must still be cautiously held whilst fully assessing the floatation worthiness of the GM vehicle itself.