Cram Down the Investors of Chrysler LLC and Tesla Motors


And we have more expert coverage of the grand special-interest giveaway that is the automaker-bailout legislation currently being negotiated between the White House and Congressional Democrats.

The bailout contemplates a numerically-unspecified amount of public money to be donated to certain eligible automakers. You’re “eligible” if you filed a straw-man recovery plan in Congress on December 2. That means you’re either GM, Ford Motor, or Chrysler LLC.

And as I wrote earlier today, there is also a special handout of $500 million which seems tailored for a venture-funded electric-car startup named Tesla Motors, in Menlo Park, California.

I’ve already told you an awful lot about General Motors. Now I want to concentrate on Chrysler and Tesla.

Both of these companies are private, so we have no audited, public financial information to judge them by.

Chrysler has requested a grant of $7 billion in public money, to ensure its survival beyond the beginning of 2009. (I won’t call this a loan, because that would imply an expectation that we’ll get our money back. We won’t, certainly not if this pig of a bailout passes.)

All right, so let’s take Chrysler at their word. If they need that much money to survive, they’re in some pretty bad shape, right? Let’s assume so.

Who owns Chrysler LLC? Well, they’re 80% owned by Cerberus Capital Management LP, the private equity fund that bought Chrysler away from Daimler AG.

Cerberus is one of the largest, best-funded, best-managed, and candidly, most-feared private equity firms out there. They’re run by former Treasury Secretary Jack Snow, and there’s a who’s-who of well-connected former political honchos on staff too. This is a firm that can get nearly anyone on the telephone when they need to.

They also have quite a few billion dollars in undeployed capital available. Why don’t they put some into Chrysler?

Because Chrysler is not a company that any investor with a brain would put money into. THAT’S why.

And that’s why some of the wealthiest, smartest and most powerful investors in the world want they want the taxpayers, we who presumably are brainless, to put our money into Chrysler, behind theirs.

Now look at Tesla. This company was founded by Elon Musk, the billionaire founder of PayPal, and a technology and venture-capital hero.

Tesla is doing and has done terrific things. They’re committed to building fully-electric cars that people really want to drive. Well, at least people at a certain income level. Their roadster model has a six-figure price tag, and is said to perform at exotic-supercar levels, at least for the 40 or so miles that it will run on one charge.

I totally applaud what Tesla is up to. And I also applaud the fact that they have attracted large investments from some of the sharpest and best-connected venture capitalists out there.

The problem is that they’re nearly out of money now. In ordinary times, they wouldn’t have had much trouble attracting new capital from existing and new investors. But these aren’t normal times, and Silicon Valley is avoiding any new deals to the extent that they can.

But Tesla is a great idea, and might someday be a great company. It would be a shame for them to shut down now.

So naturally, their investors, who are some of the smartest and wealthiest people in the world, want YOU to come in and provide Tesla’s next round of funding.

That’s my interpretation of Section 9(a)(2) of the current draft bailout legislation. It’s a mysterious allocation of $500 million, with no recipient specified by name, for companies that are working on electric cars. Who else qualifies but Tesla, which recently asked the government for $400 million?

This is actually an impermissible deal under previous law, which stipulates that Section 136 loans may not go to companies that aren’t financially viable on their own. But given the star power (and the Democratic campaign contributions) of Tesla’s investors, do you think that will matter?

Ok, let’s cut to the chase. What does the draft bailout offer to taxpayers in return for bailout cash? It offers warrants for common shares equivalent to 20% of the bailout amount. There’s some vague language in there, which I don’t completely understand, to cover what is being warranted in the case of companies that don’t have publicly-traded common stock.

Since that can only refer to Chrysler and Cerberus, we have to ask how it would actually work.

I can tell you for darned sure that Cerberus isn’t going to be giving us warrants on 20% of $7 billion worth of their private equity. That equity is some of the most valuable stuff on earth.

Have you ever run a venture or private-equity funded company that had to do bridge financing or a funding round in a down market? I have. Let me tell you how this game is played.

Whenever a privately-owned company has to take on new capital on an emergency basis, the financing entity essentially names their own price. The standard practice is to negotiate as slowly as possible, until the company is days or hours away from going out of business, and then offering the financing so as to value the company at a few pennies on the dollar.

The existing investors usually get the opportunity to participate in the new round, pari passu with the new investors, and they will see their existing shares subordinated to the new shares.

In effect, the new investors cram the existing investors down to nearly nothing.

Now apply this to Tesla and Chrysler.

If we the taxpayers are going to provide emergency financing for these two privately-held companies, we need to insist on the standard deal structure.

To hell with 20% warrant coverage. We need to take senior convertible preferred stock, with an extremely high liquidation preference that will make all the existing stock essentially worthless. In Tesla’s case, I’d insist on a 25x or 30x liq pref. I’m deadly serious about this.

Again, this is how the game is played.

If we don’t do this, then I’ll tell you exactly what will happen next.

Chrysler LLC will be carried on the books of Cerberus as a breakeven. They’ll probably try to find someone else to buy it off them. These billionaires will come out of this without losing much, if anything. Is that what you, as a taxpayer, want to see?

The Tesla case is even worse. Let’s say they fulfill their promise to become the Ferrari or Lamborghini of electric cars, the playthings of the wealthy, and they go public someday.

The founders and early investors of Tesla will become billionaires. Whereas, without our help, they’ll fold now and lose everything they invested. Is that what you, as a taxpayer, want to see?


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13 Comments Leave a comment

The more I read about the auto bailout the more I hate it

tankertodd (Diary) Wednesday, December 10th at 2:14PM EST (link)

What a mess. All the confusion that a government intervention brings with it proves that the taxpayer is going to get stiffed. It’s like playing poker with a bunch of old hands – they change the rules of the game to confuse you into losing. You don’t even know what cards are wild. The game is already rigged against you. Such is the world of the government playing venture capitalist.

Ugh.

———————————
The way to stop discrimination on the basis of race is to stop discriminating on the basis of race – Chief Justice Roberts

 

Paging Mr. Schumpeter....

Skanderbeg (Diary) Wednesday, December 10th at 2:14PM EST (link)

You put your finger right smack on something critical – in the “four,” Chrysler and Tesla are indeed different because they are NOT public companies – Chrysler is for now a PE creature, while Tesla is still a VC creature.

This is a critical test of the situation, and is a critical Schumpeter moment. The essence of “risk capital” (I’ll lump PE and VC dollars into that – in case anyone quibbles) is, well, “risk.” Simple stuff just gets a line of credit (?!), while risk capital takes on more risk on the prospect of a bigger return based on creating something that ends up having equity value.

You’ve all had to suffer with me saying it before but I’ll say it again and reference Schumpeter as per the above. One of the biggest (if not THE biggest reason) we are in this mess of suddenly-smouldering financial craters and the chickens of long-term (10 – 15 years) non-investment in real innovation is because vast herds of risk capital managers made a mind-boggling number of really bad decisions and really bad investment decisions. Period. There’s no way to sugar-coat that.

A critical feature for fixing this mess is that the muttonheads who made all these bad decisions have to be put out to pasture in whatever socially-acceptable ways can be found – and be replaced by new and better people. That’s the Schumpeter part of this.

If their bad decisions are going to be bailed out, that’s bad enough just on face value. But what will be even worse is that the same clowns will also be left in the same critical spots and will be empowered to keep making the same sorts of idiotic decisions and producing the same kind of catastrophic results. We desperately need a wholesale slaughter to come out of this.

I’d at least hope that the LPs (limited partners) who are the ones who really put up the money for these risk capital funds would have the decency to unleash some sort of revolt. It worked for shareholders back in the late 70s and early 80s, and we need the same spirit, like, right about NOW.

 

Great stuff, Francis. No pork for Tesla!

streetwise (Diary) Wednesday, December 10th at 2:48PM EST (link)

And if Chrysler’s investors want govt money, they can get a DIP from the govt, just like anyone else!

I am more sympathetic to GM. (full disclosure – I have a few shares, but not enough to worry about. I’m not crazy!)

 

So to sum it up, if I follow correctly

bk (Diary) Wednesday, December 10th at 3:12PM EST (link)

- Taxpayers will pay for everything
- GM and Ford investors may get squeezed, including lots of middle class people, pension funds etc. (But then again their investment is close to shot anyway.)
- Billionaire Chrysler and Tesla owners will get even richer

 

Who couldn't see Tesla Motors...

kowalski (Diary) Thursday, December 11th at 12:11AM EST (link)

Who couldn’t see Tesla Motors becoming the next plaything wherein “green” visionaries get to ride around in zexxxy rides thanks to the American taxpayer?

I mean, Tesla Motors so far produces a car that nobody can afford. But they’re waiting for DOE loan guarantees:

What Does This Mean for the Model S?

Tesla is absolutely committed to development of our next generation vehicle, to be unveiled early next year. However, we are going to reduce activity on detailed production engineering, tooling and commitments to suppliers until our Department of Energy loan guarantee becomes effective.

The DOE loan guarantee will cover most of the Model S program at a very low cost of capital compared with raising equity financing in what could quaintly be described as a “bear market.” The loan funding can only be drawn down after we receive environmental approval for our new 89-acre consolidated headquarters in the city of San Jose. If all goes reasonably well, we will receive that approval in Q2 next year.

They’re only absolutely committed to it if the American taxpayer pays for it, which it looks like they’re going to.

Tesla is not “cash flow positive” right now……but with a lot of government money, they can have all the cash in the world, I guess.

We are not far from being cash flow positive, but, even if that threshold ends up being further than expected, I will do whatever is needed to ensure that Tesla has more than sufficient capital to get there.

So when the government writes the checks, it’s going to go to some Silicon Valley folks who have zexxxxy cars and corporations that aren’t ‘cash-flow positive’.

Have any of you ever been around people like these?

Achance (Diary) Thursday, December 11th at 2:06AM EST (link)

Just take a plane out of Seattle or down the CA coast and rub elbows with the sh@#heaps that call themselves entrepreneures. Last one on the plane with all their Earthly possessions in a garment bag that won’t fit in the overhead. Want everything, and want if for free. Think the flying waitress is their concierge. Think none of the rules about seat belts and staying seated apply to them.

Whenever I go south, I have to live with these people, and I would cheerfully kill most everybody I meet in the Alalska Airlines Board Room in SEA or any place southward or eastward. I mean, seriously, I have threatened violence to these spoiled brats on several ocassions.

Yes, MicroSoft and Silicon Valley have changed the World, but let me assure you that you do not want to socialize with the people who did that. In fact, if it is an option for you, just stay away from the West Coast; you won’t like it there.

In Vino Veritas

 
 

Even if a bailout was a good idea, this is just plain dumb

gensec (Diary) Thursday, December 11th at 12:30AM EST (link)

My attitude toward the owners is still “Let them eat caviar” if they aren’t willing or able to raise their own money for what’s supposedly such a good investment, instead of fleecing the taxpayers for it. But yes, IF the govt bails them out, you’re right the feds are idiots for not pressing for a much bigger share of future profits (if they ever materialize).

 

Great analysis of yet another shell game

septembergurl (Diary) Thursday, December 11th at 12:58AM EST (link)

in which these very different companies are lumped under the “comprehensive”
bailout — when as you point out they are very different. Basically thugh, they are all companies in which no one would voluntarily invest.

I expect no less from the Democrats, labo unions, etc. Why is Bush playing along? This Car Czar is a terrible idea, worse even than giving Paulsen unlimimited powers – that worked out well!

Even FDR did not try anything as brazen as the Car Czar to interfere with industry. Siimilar efforsts under FDR were found unconstitutionsl. i really applaud the Republican Senators who seem determined to prevent this travesty, at least in the current term.

The car czar may be the only good part of this

Mike gamecock DeVine (Diary) Thursday, December 11th at 1:14AM EST (link)

I think Bush, knowing that dems and obama would bail out the big three in 40 days is trying to put in place a mechanism to limit future $$ for detroit and give Obama an out. The czar will essentially have the power of a B/R judge.

more in a column tonight

Mike DeVine’s Examiner.com, Charlotte Observer and The Minority Report columns
“One man with courage makes a majority.” – Andrew Jackson

I would agree... but Bush has provided so much disappointment lately

JLenardDetroit (Diary) Thursday, December 11th at 1:26AM EST (link)

I don’t trust him to make a good pick… I don’t believe (from all I’ve seen/heard thus far) that enough authority/power would be given a PRO-BUSINESS / ANTI-GOVT. MEDDLING person (you know Democrats will prevent that) for it to matter….. I know that there was discussion of Republican alternative plan that would provide such authorities w/o actual Bankruptcy, but whether the 2 ideas are actually in this current $15 Billion being rushed through – I DOUBT!

Regards from NoMoTown (the MOTORlessCITY)
“Liberals, looking to do for? America what they’ve done for? Detroit! which is DESTROY IT!”
“I think, therefore I am Conservative”
“Conservative by choice, Republican by necessity”
“You can lead a Liberal to the Truth/Facts, but you cannot make them THINK!”
“Romney [No, not my first choice] does NOT have a MORMON problem. He has a, far too many Americans; these days; are MORONS problem!”


(RS:Help) (JLD) (Hollyweird) (Brain-deads) (SPIN-cycle) (Obamaocare) (Party of kNOw) (Conservatism) (TEApeats) (respectful) (message) (Warning: Children Will Die!!)
Heil “O” Hell No Obamao is NOT MY PRESIDENT! “No U won’t”
I want “O” to FAIL (here, here, & whole Diary (Ofail) here, is why)
The first Liberal was Satan” – a Rush caller (other Quotes)

 

If Obama has any say-so re the car czar

bk (Diary) Thursday, December 11th at 2:31AM EST (link)

the only question is whether it’s someone from the UAW camp or the “green” camp. He’ll pick someone beholden to one of those, or go for a double and find someone with ties to both.

exactly why the only reason I'm entertaining the "Car Czar" notion now

JLenardDetroit (Diary) Thursday, December 11th at 2:46AM EST (link)

Frankly, maybe Mitt Romney could turn around the Big-3 like he did the Olympics?!?!? ;-) (half-serious)

I just would be happier if we knew who it might actually be… but on the other hand, if Bush were considering someone he knows not to be “acceptable” to Liberals he can’t be speaking directly about it now or there will be NO DEAL… The Democrats will scuttle the deal opting for COMPLETE CONTROL over the Big-3…..

Calculated Risk….. but why do I feel like the “Risk” is closer to Russian Roulette with all chambers loaded!?!?!

Regards from NoMoTown (the MOTORlessCITY)
“Liberals, looking to do for? America what they’ve done for? Detroit! which is DESTROY IT!”
“I think, therefore I am Conservative”
“Conservative by choice, Republican by necessity”
“You can lead a Liberal to the Truth/Facts, but you cannot make them THINK!”
“Romney [No, not my first choice] does NOT have a MORMON problem. He has a, far too many Americans; these days; are MORONS problem!”


(RS:Help) (JLD) (Hollyweird) (Brain-deads) (SPIN-cycle) (Obamaocare) (Party of kNOw) (Conservatism) (TEApeats) (respectful) (message) (Warning: Children Will Die!!)
Heil “O” Hell No Obamao is NOT MY PRESIDENT! “No U won’t”
I want “O” to FAIL (here, here, & whole Diary (Ofail) here, is why)
The first Liberal was Satan” – a Rush caller (other Quotes)

 
 
 
 

beautiful vehicle.. but correct...

JLenardDetroit (Diary) Thursday, December 11th at 1:11AM EST (link)

a toy for the Rich and Famous… and frankly, that is OK… Let them sell a few a year to those that can afford them at the huge price-tag…. They sure DO NOT deserve any Federal monies.

Regards from NoMoTown (the MOTORlessCITY)
“Liberals, looking to do for? America what they’ve done for? Detroit! which is DESTROY IT!”
“I think, therefore I am Conservative”
“Conservative by choice, Republican by necessity”
“You can lead a Liberal to the Truth/Facts, but you cannot make them THINK!”
“Romney [No, not my first choice] does NOT have a MORMON problem. He has a, far too many Americans; these days; are MORONS problem!”


(RS:Help) (JLD) (Hollyweird) (Brain-deads) (SPIN-cycle) (Obamaocare) (Party of kNOw) (Conservatism) (TEApeats) (respectful) (message) (Warning: Children Will Die!!)
Heil “O” Hell No Obamao is NOT MY PRESIDENT! “No U won’t”
I want “O” to FAIL (here, here, & whole Diary (Ofail) here, is why)
The first Liberal was Satan” – a Rush caller (other Quotes)