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Kidnapping Chrysler

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In this brief interval before the new housing plan is announced, I'll try to sneak in a comment on the auto bailout, and the plans submitted by GM and Chrysler yesterday. This may be an obvious question that many people have thought about, and got some discussion in December, but: Why does Cerberus (the private equity firm that owns Chrysler) need money from the government?

Let's take this step by step. Assume GM has a viable restructing plan, but it needs $30 billion to execute the plan, after which it will be a viable standalone business. Even on that assumption, given market conditions, they would be unlikely to be able to sell $30 billion in newly-issued stock or raise $30 billion through bonds or loans, because of information asymmetry: put simply, no one would believe them. Therefore, they can only get the money from the government, because the government is the one institution that will provide a below-market loan because of the public interest (saving the auto industry and either hundreds of thousands or millions of jobs, depending on whom you believe).

Now, with Chrysler, which is asking for $5.3 billion in new loans (on top of the $4.3 billion already committed, and in addition to another $6.0 billion from the Department of Energy's alternative energy funding program - see page 16), there is a difference: The people writing the plan and the people who could provide the money are the same people, since Chrysler is majority-owned by Cerberus, so there is no information asymmetry.

Let's provide a comparison. If Chrysler were a Silicon Valley, venture capital-funded startup that needed cash, and had a viable plan, the VCs would simply invest more money, effectively diluting themselves (and the founders). If the Cerberus overlords really believe the plan that their underlings mailed in yesterday, why not put in the money themselves? And even if they don't want to put in additional equity like a VC would, why not loan the money to Chrysler and keep the interest payments themselves instead of sending them to Washington - and avoid the oversight that comes with government money? (In the proposal, Cerberus does offer to exchange their $2 billion loan to Chrysler for equity; but this just shows that they don't expect to get the full $2 billion back. More tellingly, they are not offering to send good money after bad; they are not even offering to contribute some new cash, leveraged with a loan, which is the classical private equity model.)

Cerberus's stated reason in December for not putting in more money was that this would violate their fiduciary duty to their limited partners. This looks to me like an admission that putting more money into Chrysler is a bad investment, but if someone knows more about this argument, let me know.

There are two other plausible reasons why Cerberus would prefer to go to the government. The first is if they can get cheaper capital (a lower-interest loan) from the government than from their limited partners or from the capital markets. But then the question becomes why the government should be in the business of giving cheap capital to a private equity firm that has other sources of capital.

The other possibility is that Cerberus/Chrysler doesn't actually believe the plan, and that's why Cerberus doesn't want to put in the money. The plan is a Hail Mary strategy that might work, but the chances of it working aren't good enough to put in their own money; but if they can get free money from the government (free in the sense that if Chrysler collapses, Cerberus won't have to repay the government), they might as well give it a shot. This is the implication of page 13 of the Chrysler proposal:

If Chrysler is unable to restructure its liabilities and if further government funding is not forthcoming, the "Orderly Wind Down" alternative would be pursued, however it may have severe social and economic consequences for both Chrysler and the broader U.S. economy

This sounds like an admission that they are willing to attempt the plan with government money, but not their own money.

However, we can't reliably infer what Cerberus really believes from their behavior, because even if they were willing to put in their own money, they wouldn't say so until after the government turned them down. You've probably heard this bank bailout analogy: The banker walks into the Oval Office, puts a gun to his head, and threatens to blow his brains out unless he gets a bailout; the government bails him out because they don't want to have to clean the carpet. The difference here is that no one cares about Cerberus (the three-headed dog that guards the entrance to the underworld), so instead he dragged a hostage named Chrysler into the Oval Office and put the gun to her head. In the end, this feels like a kidnapping, where Cerberus is betting that the Obama Administration won't be willing to take any risks with the hostage's life.

(Of course, American oligarchs don't use guns; they use lobbying. Which is why John Snow is still chairman of Cerberus despite overseeing this catastrophic bet on the auto industry.)


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Or it could mean that Cerberus doesn't have the extra money to invest, without pulling money out of illiquid investments which are currently down. Private equity firms, unlike the government, do not have unlimited funds available - they have no capacity to print more money.

They may also be saying that putting that much additional money in Chrysler would weight their portfolio too much to one sector - this could be construed as violating their fiduciary duty, if they have stated goals around diversification of investments.

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But if Cerberus doesn't have the money (doubtful, they raised way more than they put to work) then it'd be in Cerberus' interests to find a partner and to bring them in on the investment. If Cerberus were cash strapped but damned sure of a good return they would call Carl Icahn and ask for help.

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The money from the government is free, apparently non-recourse, and without obvious strings for Cerberus. No private investor would give them terms like that at this point. (And no public investor should do so either.)

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The problem is that Cerberus has by-laws for what it can and cannot do, set by the partners back when it first started up. One of those rules says that the people running Cerberus cannot invest more than X% of the company into one venture. They had to get that rule waived to buy Chrysler in the first place. At this point, the rules basically say that they cannot put in more money, and should walk away from the investment.

That's why they got the first bailout.

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What you do in that case is you raise a secondary fund with other limited partners and you buy the rest of Chrysler or make a loan to it through that fund. It's done all the time. If a private equity firm actually believes it has a good investment, that is.

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Napalmgod:

The argument that Cerberus has bylaws preventing their investing more than a certain percent in any one venture is invalidated by your later comment that they changed their bylaws in order to get the original government bailout.

It seems that they can change their bylaws when that is to their advantage (getting a bailout), but are hiding behind those "unchangeable" bylaws when that is to their advantage (to get another bailout).

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To me, it makes sense on the face of it to take the loan. If Chrysler turns around, the interest will be a pifly cost for them. If the stocks rise, they have much to gain regardless of whether they put gov't money into the company or their own. The cash is cheap! Take it!

What bothers me is that I question whether the leadership has what it takes to get Chrysler turned around. At the end of the day, it will be up to the American people to buy their cars, and who wants to buy a car that may not have reputable parts or service next year, or in two years? The only way they can be revived is if their hybrid/electric offerings are at the front of the pack.

Another spike in fuel prices would help them get there if they have the better hybrid/electic car. People would be willing to buy a new car if it lef to cutting their fuel bills dramatically, but higher fuel costs will lead us further into depression. IMHO, the past spike in prices led to increased prices on everything else, and even though fuel prices came down, consumer goods did not.

The recent fuel crisis, never touted as such, pushed a lot of people over the edge. I would love to see how the drastic change in fuel costs effected the foreclosure rates. I think it would be particularly keen for first time homebuyers because the new construction is typically furher out in the suburbs requiring more fuel to get to work then those older homeowners who have property closer to town. It would also expose how dangerous an unregulated free market can be when an essential commodity cost can shift so dramatically in so short a time. Business and people cannot adapt fast enough, especially when wages are falling. To have fuel costs rising at that time is lethal to the marginally viable entities.

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Chrysler should be allowed to go bankrupt. True, this would probably result in liquidation, but I don't believe the argumment that the failure of any one of the Big Three would collapse all of them. This argument is based on the notion that Chrysler's bankruptcy would bankrupt its parts suppliers, who are also parts suppliers to the others, which would stall their production and thus bankrupt the rest of the Big Three.

If a parts supplier supplies only Chrysler, then it truely might go bankrupt, but it would not affect Ford or GM. If a parts supplier also supplies Ford and GM (or the imports), then it's volume would be reduced for Chrysler parts, but it is likely that its volume would increase for Ford and GM as buyers of American cars shift to those makes. In the few cases where a supplier does most of its business with Chrysler, but produces a critical part for Ford or GM those can be handled on a case-by-case basis. Either Ford or GM could bring the part in house, another supplier could be engaged, or the parts supplier could be supported by the government until a second source was arranged. In fact, with the glut of vehicles in the lot, a short stoppage of production probably wouldn't hurt GM and Ford and might even help.

If Chrysler is to be rescued. The loan should be to Cerberus, not Chrysler, and the government should be at the head of the line for repayment. As a TARP recipient and being essentially an investment bank by another name, Cerberus should be subjected to the executive compensation limitations, and Cerberus should be subjected to the full "stress test".

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Forget a loan at 0% or 1%. Insist on preferred stock.

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"if they can get free money from the government (free in the sense that if Chrysler collapses, Cerberus won't have to repay the government), they might as well give it a shot."

I see Merrill said this already but I will say it again: Make Cerberus 100% liable for loan repayment, if any loan is to be made. If they can't/won't: The other option is to force Chrysler into early retirement.

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If Chrysler and/or GM go into bankruptcy, followed by shutting down their businesses, the other automobile plants in this country just get more work. The real effect is a shift of jobs from northern states to southern states where laws are less stringent and less enforced. Of course it also loses a lot of money for owners of the stock in those companies, most of their employees and executives. But, employees and executives in the other automobile plants gain a lot of money.

Big deal! Let them declare bankruptcy.

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The stockholders are already mostly wiped out and have become speculators more than investors at this point.

The bondholders are the ones gritting their teeth at this point over a bankruptcy.

I partly agree about the demand for cars still being there even if GM or Chrysler shuts down. Esp. Chrysler.

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