GM files to sell shares to the public

chart_gm_owners_2.top.gif By Ben Rooney, staff reporter


NEW YORK (CNNMoney.com) -- General Motors filed registration documents Wednesday to sell shares to the public again, setting the stage for the U.S. government to reduce its ownership of the automaker.

In a highly-anticipated regulatory filing, GM said it plans to offer an unspecified number of common shares on the New York Stock Exchange under the company's previous ticker symbol of "GM."

The automaker said it will not receive any proceeds from the sale of common stock held by current shareholders, including the U.S. government. At the same time, the company said it will offer an undisclosed number of preferred shares, which will be used to fund its operations.

"The amount of securities offered will be determined by market conditions and other factors at the time of the offering," GM said in a statement.

Separately, the Treasury Department said it has agreed to be a selling shareholder of common stock in GM, although it did not say how much it might sell.

The initial public offering is expected to generate an estimated $10 billion to $20 billion, which would make it one of the largest in U.S. history. Analysts say the IPO, which will now undergo a review by the Securities and Exchange Commission, could take place sometime later this year.

The current GM was created out of the ashes of the automaker's bankruptcy process in July 2009, and is owned by combination of taxpayers, former bondholders and union-controlled trust funds.

A majority of the stock is held by governments that bailed out the automaker to keep it operating through the bankruptcy process. The U.S. Treasury received 60.8% of the company's 500 million common shares, while the Canadian government received 17.5%. In order to get back most of the taxpayer money spent on the bailouts, stock needs to be sold to investors.

The U.S. Treasury gave $50 billion to GM, receiving common and preferred stock in return for most of that money. While GM has since paid back almost $7 billion in loans to Treasury, the company's stock will need to reach a total market value of roughly $67 billion in order for U.S. taxpayers to break even on Treasury's common shares.

That level might be possible -- experts have forecast a market value of between $64 billion and $90 billion. But it is far from certain.

Stock of rival Ford Motor (F, Fortune 500) has a market value of only $42 billion, and that's after a gain of more than 50% over the course of the last year. In its history, GM stock has never had a market value greater than $61 billion, reaching that level in May of 1999.

In addition to the government-owned shares, union-controlled trust funds have an additional 17.5% stake. Those trust funds were set up to cover the promised health care expenses of GM retirees and their family members.

Creditors of the old company, primarily bondholders, will end up splitting about 10% of the new company's stock. Top GM executives will be issued about 1% of the stock, six months after the IPO.

In its regulatory filing, GM said the main risk factors facing the company include continued weakness in auto sales, inadequate cash flows and challenges to the company's cost cutting plans.

GM said the government's involvement in the company could also impact its performance. The Treasury has the ability to "exercise significant influence over our business if it elects to do so."

The announcement comes after GM said last week that it continued to be profitable in the second quarter and announced that Daniel Akerson would replace Ed Whitacre as the company's chief executive.

In the second quarter, GM said it earned $1.3 billion after the payment of dividends on preferred shares held by the U.S. Treasury. It was the best result in six years for GM and a stark turnaround from the $12.9 billion it lost in the year-earlier period when the company went into bankruptcy.

The underwriters expected to deliver the shares to investors include several banks that received government support during the financial crisis. Goldman Sachs (GS, Fortune 500), Citi (C, Fortune 500), BofA Merrill Lynch (BAC, Fortune 500) and Morgan Stanley (MS, Fortune 500) are among those named in the filing.

Bill Buhr, Morningstar IPO analyst, said the offering will be subject to a higher degree of scrutiny given the support GM has received from taxpayers.

"There is an implicit pressure from the government that this gets priced correctly," he said, adding that the fees charged by investment banks underwriting the deal could also be politically charged. "The government wants to ensure that U.S. taxpayers get out at least whole, if not a bit better off."

-- CNNMoney.com's senior writer Chris Isidore contributed to this report.  To top of page

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