2. If the Big 3 are not bailed out, is Chapter 11 an option?
Chapter 11 seems like the best option. Gets the makers out of their ridiculous UAW contracts, allows them to focus on the business of retooling and making a better car / truck. But is Chapter 11 an option? From the reports Ive read, you have to have a viable business model with Chapter 11 - if your business is not a going concern, thats chapter 7 (liquidation), not chapter 11.
Tigerbob, it looks like we have been locked into the bailout mode which I expected but hoped against. While I cant talk about GM or Chrysler, a Chapter 11 would have been the best solution to the problem with the Federal Government Backing Up Warranty and support concerns which may affect the going concern value.
Dont buy the line of BS FoMoCos officers and directors are selling, they want a bailout to save their Executive Pensions and equity holdings, not to avoid layoffs. Layoffs are inevitable at this point and that sucks, but what would suck more is using tax dollars to fund the executive pension and stock purchase plans.
Obviously they will not tell the American public that the reason for the bailout is to save the top .1% of FoMoCos employees & contractors from loosing hundreds of millions of dollars, but thats what they are in fact pitching for.
A Chapter 11 is exactly what the corporate officers and directors wont want and it will not surprise me if they do anything in their (considerable) power to avoid it. The majority of Officer & Director compensation is paid in the form of Equity which becomes worthless in reorganization. Under a Cpt 11 William Clay Ford will personally lose about $20M, while Mulally $28M. In addition, the Ford Supplemental Executive Retirement Plans are funded through what are called Rabbi Trusts which are considered assets subject to creditor claims in a Chapter 11.
Unlike the Officers, the pensions of the workers are guaranteed by the Pension Benefit Guarantee Corporation and any renegotiation would leave current plan assets intact. What they would do is probably adjust the actuarial assumptions in the plan for calculating the benefit so that the annual funding requirements would be easier to meet.
What a Chapter 11 would look like at Ford would be something like this:
The Bankruptcy judge would allocate a $0 value to all ford Common stock and probably preferred shares as well in exchange for some new form of debt instrument.
Ford and the bankruptcy judge would cram down some debt, for example, the bankruptcy court could order that a debt owed to a material supplier would be reduced to the level representing the original costs incurred by the supplier to provide the original materials to FoMoCo.
FoMoCo and the UAW would be allowed to renegotiate the collective bargaining agreements for a change in the actuarial assumptions. FoMoCo and the UAW have been trying to do this for years but the NLRB will not let them (check out some of FoMoCos 8-Ks). The UAW is trying to work with ford to reduce these costs and save Jobs, but the NLRB wont let them because, absent a bankruptcy, the UAW cant go back on agreements it already entered into on behalf of its members.
After a significant portion of debt were eliminated, FoMoCo would be able to unload the Premier Auto Group and Ford Motor Credit. On the balance sheet that would have them with about $160B in assets and $118B in debt.
Ford would reissue new shares for debt issued at the beginning of the Cpt 11 and FoMoCo new stock would be about $21/share ($42B assets / 2B shares outstanding).
Who would be out of work? Defiantly the Officers, their job is to protect the investors equity and they have managed to destroy it. Employees of the PAG at the management level, Jaguar will not stop making cars but a lot of the Ford managers at Jaguar will become redundant. FMC, Ford Motor Credit will probably need to be liquidated and as those jobs are not protected by the Union, they would be the first to go.
It would probably take about a year, FoMoCo would NOT go out of business as the core manufacturing could be restructured to generate about between $4.1 (liberal estimate) and $1.8B per year and the company hold about $42B in net assets.
What a bailout will do is protect the Ford shareholders, directors and officers until the next boom cycle begins and we can go through this whole drill again in 2032 or so.