Senator Corker's Corker - Automaker bailout

[haha]

Sen. Corker: Loan conditions must fix automakers' problems | The Detroit News | detnews.com

Senator Bob Corker is holding up the auto bailout because he has his own plan. Here is a quote from his article today, describing one aspect of his plan.

"Our role should be swift and simple and centered around two areas where we can force immediate and transformative change: addressing the unworkable capital and labor structures that cripple these companies. I cannot support the proposed loan package as written by Democrat lawmakers and the White House because it doesn't tackle these critical issues.

To that end, I have put forth several measures that need to occur for any government-backed loan to be successful:

• One, give existing bondholders 30 cents on the dollar to help reduce their overall debt load.
Etc."

My question- how can this be legal? Doesn't it turn the founding priciple of bankruptcy law on its head? Senior ogligations are to be paid in full before junior obligations get anything. I know that this is often negotiated down, but Corker is proposing that equity remain in the stock, while the bondholders be forced to accept 1/3 face. True, 1/3 of face would be a step up from the present, but a midstream rule change that in my opinion would permanently ruin the faith in formal rules that any financial system has to have.

In addition, I own some auto bonds and this would piss me off personally , as I took considerable risk and would barely break even under his proposal.

I really don't like the trend US has taken over the past 9 months. I'd rather it all crashed under the rules if that indeed would happen, and we sort out what we could.

I may move to Nevada and go with sports betting. So far at least they don't move the goal-line because the losing team feels bad. To hell with Washington.

Ha

 

[FIREd]

No wonder we have zero investor confidence right now... Why invest your money in the market if the government is going to change the rules on you every couple of days?

 

[travelover]

Corker also wants to mandate what a fair working wage is, i.e. break the union. I know political paybacks are hell, but this is over the top.

If he'd had a similar enthusiasm for setting the wages of rank and file office workers at the investment firms getting the $750B, it would seem a little more even handed.

 

[Gumby]

You are quite right, Ha, that this violates the normal rules of priority in bankruptcy. In my estimation (which is admittedly uninformed), the automakers are probably insolvent. In such circumstances, equity is eliminated and the creditors effectively own the company. It is manifestly unfair to ask the guy who was laid off from Chrysler and now working as a pizza delivery guy to pay higher taxes so that Cerberus doesn't lose their investment in Chrysler. GM equity is more widely distributed, but the same rubric holds true -- if you buy equity, you get all the upside, but you suffer first when things go south. And the remaining value of the company can probably only support a 30 cent recovery to bondholders. But that's the price you pay for buying distressed debt.

I personally do not mind using taxpayer money to assist the automakers. They are a crucial part of our industrial infrastructure and our economy would suffer if they liquidated. However, when we do assist them, we need to be smart about it, protect the taxpayers and ensure that they can succeed. I do not see how they can be restructured outside of bankruptcy, so I am opposed to the current plan.

I think the automakers need to do the following to survive:

1. Shed debt. Debt service is killing them.

2. Reduce current labor costs

3. Reduce their obligations to retirees, particularly retiree health benefits.

4. Consolidate their brands (particularly GM)

5. Make cars that people will buy

All but Number 5 are very difficult/nearly impossible to do outside of bankruptcy. In bankruptcy it is still difficult, but the legal tools exist to get it done. I will elaborate below:

Shedding debt

The automakers are drowning in debt and the debt service eats all their cash flow. They must stop the bleeding. Virtually every bond indenture that I have ever read requires unanimous consent of the bondholders in order to change the interest rate or forgive principal. In such a situation, even if a majority agree to modifications, the minority can hold out for a higher payment. In Chapter 11, by contrast, so long as you can gain the agreement of more than half of the creditors, holding more than 2/3 of the amount of the debt, you can bind the non-consenting holdouts. Once Chapter 11 is filed, debt service payments immediately stop (except for adequate protection payments to secured creditors -- its complicated). That alone will significantly improve the cash flow of the automakers. Again, this can't be done outside bankruptcy.

Reducing labor costs

The UAW can re-negotiate its collective bargaining agreement either in or out of bankruptcy, and current news reports suggest that they will do so. Chapter 11, however, offers substantial leverage in such negotiations in the form of Section 1113, which allows the court to reject collective bargaining agreements that threaten the survival of the company. (although the union could still strike)

Reducing retiree benefits, especially health care

Whenever someone retires, they have a contractual right to the health benefits promised to them in the plan documents and/or collective bargaining agreement in existence at the time of their retirement. Thus, if the operative GM documents say "we'll give you health care for life, no ifs ands or buts", then the retiree has a contractual claim to just that. I am not all that familiar with the law in the area, but I believe that if GM were to renege on that promise, each and every retiree would be able to sue in US District Court to enforce the promise. To settle or reduce that obligation would require the agreement of each affected individual retiree. In Chapter 11, however, under Section 1114 the company can negotiate with a representative committee, which has the power to accept modifications that bind all retirees

Brand consolidation

I have read that the automakers, particularly GM, will be more profitable if they have fewer brands, and it makes sense to me. However, one thing to keep in mind is that each brand has a network of dealers who have dealership agreements with GM for specific brands of cars. Those agreements must be terminated in conjunction with eliminating brands. Under the law of my state, it is very difficult for a manufacturer to terminate an auto dealership franchise. It can only be done for "good cause shown" and after a very long notice period. If the dealer sues to stop the termination, the franchise continues in existence until the case goes to trial and there is a final judgment, which could be years. I suspect other states have the same laws. In Chapter 11, however, the automaker would be able to reject these contracts much more easily, notwithstanding state law.

***

In my view, the proper thing to do is to provide the taxpayer money only as Debtor-in-possession ("DIP") financing in conjunction with a Chapter 11 filing. The DIP lender is the bank that provides the liquidity for the Chapter 11 debtor during the bankruptcy. The DIP lender is paid before everyone else in the case, which will ensure that we, the taxpayers, get our money back. One law that Congress can pass to assist the process would be for the government to backstop/guarantee new car warranties, to ensure that people need not fear buying a car from a Chapter 11 debtor.

 

[ChrisC]

Sen. Corker: Loan conditions must fix automakers' problems | The Detroit News | detnews.com
• One, give existing bondholders 30 cents on the dollar to help reduce their overall debt load.
Etc."

My question- how can this be legal? Doesn't it turn the founding priciple of bankruptcy law on its head? Senior ogligations are to be paid in full before junior obligations get anything. I know that this is often negotiated down, but Corker is proposing that equity remain in the stock, while the bondholders be forced to accept 1/3 face. True, 1/3 of face would be a step up from the present, but a midstream rule change that in my opinion would permanently ruin the faith in formal rules that any financial system has to have.

In addition, I own some auto bonds and this would piss me off personally , as I took consiederable risk and would barely break even under his proposal.

I really don't like the trend US has taken over the past 9 months. I'd rather it all crashed under the rules if that indeed would happen, and we sort out what we could.
Ha

What an outrageous plan! Bondholders to be stiffed to a lesser degree than rank and file workers on $23 billion in debt owed to the Union; and equity holders would in turn have their shares diluted by the issuance of $13 billion in common stock to the Union! However, it's possible that the bondholders are getting a good deal with this plan as opposed to the deal they might get in a straight liquidation, which is where this would be heading in a bankruptcy proceeding despite the nonsense of reorganizing the company in chapter 11.

I don't know what fundamental principle you're talking about, but in a reorganizing Chapter 11 (likely to be converted to a liquidating Chapter 11 or straight liquidating Chapter 7), a major concept for any debtor-in-possession financing, is that the lender to a "bankrupt" entity really controls the cards, has major priority in repayment of debt and can dictate the terms of major aspects of the reorganization plan. Thus, the lender of last resort, private or Government, in or outside of bankruptcy, has a fundamental right to dictate the terms of financing. The golden rule still applies here: he who has the gold makes the rules.

Also, a core principle in bankruptcy is that "secured creditors" get the value of their collateral or the "indubitable equivalent" of their claim. Bondholders are generally unsecured creditors and are just a notch above equity holders in treatment of payment of claims in bankruptcy. Senior debt obligations do get better treatment than junior debt obligations outside of bankruptcy, but once in bankruptcy, senior debt obligations, if unsecured, get stiffed and lumped together with other unsecured creditors and, in fact, are lower in the food chain than many other unsecured creditors.

 

[harley]

A recent thread has shown that lawmakers get worse grades on civics and US history tests than regular citizens. I've said for years that when these hosers swear to uphold the constitution in their oath of office they are lying through their teeth. I doubt if 1 in 10 has even read it. Maybe 1 in 100. Certainly not this guy. "Oooh, I'm a congressman, I can just make stuff up."

We get the government we deserve.

Feel free to throw me in the sandbox.

 

[haha]

You are quite right, Ha, that this violates the normal rules of priority in bankruptcy. In my estimation (which is admittedly uninformed), the automakers are probably insolvent. In such circumstances, equity is eliminated and the creditors effectively own the company.

Thnanks Gumby for a very clear expostion of corporate bankruptcy. I am filing it to consult when I have questions.

Ha

 

[Gumby]

Senior debt obligations do get better treatment than junior debt obligations outside of bankruptcy, but once in bankruptcy, senior debt obligations, if unsecured, get stiffed and lumped together with other unsecured creditors and, in fact, are lower in the food chain than many other unsecured creditors.

Subordination agreements are enforced in bankruptcy, so senior unsecureds do better than subordinated unsecureds..

 

[clifp]

Subordination agreements are enforced in bankruptcy, so senior unsecureds do better than subordinated unsecureds..

Yes that was my understanding also.

To be fair to Crocker his preference is for GM to enter chapter 11. His proposal is alternative to bankruptcy since so many object to the prospect of GM operating in bankruptcy (i.e. nobody will buy cars from a bankrupt company, all the suppliers will go out of business, 100 million people will be put of work etc.). It seems to me his is one of the few proposals that is reasonably comprehensive and with GM debt generally trading at .25 an offer of .30 doesn't seem outrageous.

On the right most of the objections to the bailout center around, labor cost, and union work rules. On the left the complaints are about executive pay, and the bad mileage of detroit cars. I think the reality is that all of these need to be address, and of equal priority is reducing the debt load of GM in particular, which is going to require bond holders to exchange debt for equity.

Morningstar has good article which discusses the implication in greater detail, in summary I think it is safe to say that all options stink.

 

[Gumby]

Morningstar has good article which discusses the implication in greater detail, in summary I think it is safe to say that all options stink.

This was a very clear explanation of the options. I had not seen it before. I guess I am a proponent of option 2.

 

[haha]

The Detroit News is an excellent source for the latest news and a lot of viewpoints on this.

One interesting thing I read- there are half as many autoworkers in the US South (working for Japanese and European Auto manufacturers) as there are working for the US 3.

Probably not a coincidence that Senator Corker represents Tennessee, with a Nissan plant and a VW plant on the way. I think there is also a GM plant in Spring Hill. I guess the politics are complex.

Ha

 

[Midpack]

Morningstar has good article which discusses the implication in greater detail, in summary I think it is safe to say that all options stink.

Yes, good read. Thanks for pointing it out. I also think some form of option #2 will take place ultimately, even if there is a bailout of some sort, unfortunately it will end in something more severe IMO.

 

[ChrisC]

Subordination agreements are enforced in bankruptcy, so senior unsecureds do better than subordinated unsecureds..

Well, that might be true against other debt holders, but let's get real here: the biggest stakeholders in the bankruptcy are the rank and file and PBGC (if the pension plans are terminated, a likely event), both of which could have administrative priority over other all other pre-petition creditors for claims arising post-petition. And of course, the IRS is entitled to administrative priority as well for pre-and post-petition tax claims as a statutory lien creditor. Moreover, cram-down under Chapter 11 could alter the order of things in the process, if a reorganizing plan became do-able, and require bondholders to take the hit that Corker is now advancing! And I'm not sure senior unsubordinated bondholders are going to get 70 cents on the dollar if these entities are liquidated: where's the market for the assets owned by these manufacturers -- Toyota just issued this release: Toyota says U.S. auto bankruptcy undesirable | Deals | Reuters

So Ha's idea that his bond claim is being altered or upset by Corker's plan is based on the notion that his claim would be fully honored in bankruptcy -- that's the way I read his post -- where the only thing certain is that his claim gets treated better than claims of equity holders, which under established principles of creditor-debtor laws become general unsecured creditors once an entity is insolvent and are ranked the lowest of the low in the claims process for distribution of assets.

 

[cashbalancetrouble]

I don't think the unions or the government can be left out of the blame pool for the situation. The government ( DEMS?) has always looked the other way with unions like UAW. In essence, I beleive the UAW was allowed to run a monoploly on the labor pool until the foreign manufacturers wanted to come here.

The UAW would target one of the big 5 auto makers until they had a strike for better benefits and won what they wanted. Then they simply asked for matching benefits or else. Then the Big 5 became 4, then big 3. And the big three purchased other companies having difficult times.

Everybody was fat dumb and happy, when they should have been worried and doing something about it.

 

[frayne]

Corker also wants to mandate what a fair working wage is, i.e. break the union. I know political paybacks are hell, but this is over the top.

If he'd had a similar enthusiasm for setting the wages of rank and file office workers at the investment firms getting the $750B, it would seem a little more even handed.

Don't forget Corker is from Tennessee and the south, where foriegn car companies have a major manufacturing presence. If the Big Three go down and I'm not saying they shouldn't but the question begs to be asked and answered, does Corker have some ulterior motives ?

 

[REWahoo]

Three go down and I'm not saying they shouldn't but the question begs to be asked and answered, does Corker have some ulterior motives ?

Representative Paul Kanjorski, D-Pa. apparently doesn't think so:

Corker’s performance even drew praise from a senior House Democrat with strong ties to organized labor, Rep. Paul Kanjorski, D-Pa.

At last Friday’s House Financial Services Committee hearing at which the three Detroit CEOs presented their restructuring plans, Kanjorski said to them, “I listened intently to the Senate examination yesterday, and I thought Sen. Corker was excellent. And he basically told all of you gentlemen that, from his business perspective, as a businessman — and he personally is a very successful businessman — he's looked at your balance sheets and he said they just don't work.”

He added later, “Mr. Corker, he's a Republican. I'm a Democrat. So understand this is very bipartisan, this discussion. I thought he was absolutely on the ball when he talked about the problem with these companies are they're not real companies…They have to be restructured. They have to have ‘haircuts.’”

New Senate star emerges from auto row

 

[Midpack]

I thought this article on GM bankruptcy from 3 years ago is interesting in today's context. I have been hearing/reading all this for much longer than 3 years ago, and no interested party has ever done anything to stop this train wreck everyone could see coming from (years) miles away. What If GM Did Go Bankrupt...

"What's more, its cash-burn rate of $2 billion a quarter will slow down as a recent restructuring"
3 years ago in a much better market...IOW a simple bailout without harsh conditions is just throwing money into a black hole.

"Few people believe that Washington would help bail out GM, as it did with Chrysler. Investors, suppliers, and employees, meanwhile, are starting to imagine how a GM bankruptcy would unfold and taking steps to defend themselves if it should happen."
Encouraging if true...

"What would a GM bankruptcy look like? It probably would be the most massive Chapter 11 filing of all time -- a watershed moment in the history of American business, with far-reaching consequences for all of GM's stakeholders. While the direct impact on the national economy would be relatively modest, the Midwest would be hit hard by the combination of job losses at GM and its suppliers and benefits cuts for the company's retirees."
Fascinating

"If GM went belly-up, retirees, workers, and taxpayers could all take a hit. The PBGC could be on the hook for billions in pensions. Still, GM's 450,000 retirees would get hit: They may end up with smaller pension payouts, and their medical benefits, as well as the health-care plans of existing workers, would most likely be whittled back."
We can dance all around it and forestall it, but it's going to happen - like it already happened to most of the rest of us...

 

[frayne]

Representative Paul Kanjorski, D-Pa. apparently doesn't think so:

Corker’s performance even drew praise from a senior House Democrat with strong ties to organized labor, Rep. Paul Kanjorski, D-Pa.

At last Friday’s House Financial Services Committee hearing at which the three Detroit CEOs presented their restructuring plans, Kanjorski said to them, “I listened intently to the Senate examination yesterday, and I thought Sen. Corker was excellent. And he basically told all of you gentlemen that, from his business perspective, as a businessman — and he personally is a very successful businessman — he's looked at your balance sheets and he said they just don't work.”

He added later, “Mr. Corker, he's a Republican. I'm a Democrat. So understand this is very bipartisan, this discussion. I thought he was absolutely on the ball when he talked about the problem with these companies are they're not real companies…They have to be restructured. They have to have ‘haircuts.’”

New Senate star emerges from auto row

Being from Chattanooga I am aware of Bob Corker and he is pretty well respected down here for the work he did revitalizing the downtown area. What he said during the senate hearings was spot on and he didn't hold back any punches. All that said, Corker's home state would benefit by virtue of the foriegn companies picking up market share if GM and Chrysler go under. I would advise Mr. Corker that he probably won't be welcome in Detroit, anytime soon.

 

[FinanceDude]

Being from Chattanooga I am aware of Bob Corker and he is pretty well respected down here for the work he did revitalizing the downtown area. What he said during the senate hearings was spot on and he didn't hold back any punches. All that said, Corker's home state would benefit by virtue of the foriegn companies picking up market share if GM and Chrysler go under. I would advise Mr. Corker that he probably won't be welcome in Detroit, anytime soon.

Probably not going to be a guest speaker at the Detroit Chamber of Commerce anytime soon.........

 

[ziggy29]

Toyota just issued this release: Toyota says U.S. auto bankruptcy undesirable | Deals | Reuters

Sure, they don't like it. Why would Toyota want Detroit to get a handle on its labor costs? That's one of Toyota's biggest competitive advantages right now.

 

[frayne]

Corker actually hosted VW officials at his residence prior to VW announcing they would choose Chattanooga as their new US manufacturing site. Maybe not any conflict of interest but who knows.


Chattanooga Times Free Press | Chattanooga: VW incentives could top $400 million over 20 years

 

[ChrisC]

Sure, they don't like it. Why would Toyota want Detroit to get a handle on its labor costs? That's one of Toyota's biggest competitive advantages right now.

I see Toyota thinking it's more profitable by having Detroit stick around than completely disappearing; sounds counter-intuitive, but increasing market share in a rapidly decreasing market might not translate into bigger profits for Toyota when (1) bankruptcy for one or two of the Big 3 will likely result in liquidation; (2) the supply chain for the manufacturers will be screwed-up for a while; (3) no manufacturer in this environment has the stomach to invest, or the current capacity, to take advantage of the loss of these competitors by ramping up production. By the way, I don't think it's the wages for unionized workers at GM that skews the labor costs when compared to Toyota, but essentially the "benefits" and legacy costs associated with retires, as this article suggests. GM Vs. Toyota Wages And Benefits

 

[ziggy29]

Chattanooga Times Free Press | Chattanooga: VW incentives could top $400 million over 20 years

To some degree, I think providing after-the-fact tax incentives to create viable new jobs is a little more defensible than throwing good money after bad -- and that's what this bailout would be without significant restructuring of business model and labor costs.

 

[ziggy29]

By the way, I don't think it's the wages for unionized workers at GM that skews the labor costs when compared to Toyota, but essentially the "benefits" and legacy costs associated with retires

Yes, that's substantially true, though I'd add that future retirement obligations to senior employees who still have the sweetheart deal is still a problem just as it is for those already retired. Newer hires (as if there were many) are on a pay and benefits scale closer to what Toyota is paying.

 

[FinanceDude]

Yes, that's substantially true, though I'd add that future retirement obligations to senior employees who still have the sweetheart deal is still a problem just as it is for those already retired. Newer hires (as if there were many) are on a pay and benefits scale closer to what Toyota is paying.

So, just throw the pensions into PBGC, remove the job banks, and tell the retirees they have to buy their own healthcare? Senator Corker makes sense, but not the type of sense we are used to in Washington.........