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GM Files For IPO

Tyler Durden's picture




 

GM has just filed its S-1.

Lots of shit in there (250 pages in the body, 200+ F-pages - our condolences to the Morgan Stanley analysts who had to spend 2 weeks over at Bowne putting lipstick on this godzilla) not to mention that the company itself is just as replete with fecal matter, which once fleet sales are eliminated, will end up being held by the batch of new bagholders who are forced to invest other people's money in said excrement. The one thing we are focusing on are the Risk Factors, of which this particular one caught our attention:

We
have determined that our disclosure controls and procedures and our
internal
control over financial reporting are currently not effective. The lack
of effective internal controls could materially adversely affect our
financial condition and ability to carry out our business plan.

Our
management team for financial reporting, under the supervision and with
the participation of our Chief Executive Officer and our
Chief Financial Officer, conducted an evaluation of the effectiveness of
the design and operation of our internal controls. At December 31,
2009, because of the inability to sufficiently test the effectiveness of
remediated internal controls,
we concluded that our internal control over financial reporting was not
effective. At June 30, 2010 we concluded that our disclosure controls
and procedures were not effective at a reasonable assurance level
because of the material weakness in
our internal control over financial reporting that continued to exist.
Until we have been able to test the operating effectiveness of
remediated internal controls and ensure the effectiveness of our
disclosure controls and procedures, any material
weaknesses may materially adversely affect our ability to report
accurately our financial condition and results of operations in the
future in a timely and reliable manner. In addition, although we
continually review and evaluate internal control
systems to allow management to report on the sufficiency of our internal
controls, we cannot assure you that we will not discover additional
weaknesses in our internal control over financial reporting. Any such
additional weakness or failure to
remediate the existing weakness could materially adversely affect our
financial condition or ability to comply with applicable financial
reporting requirements and the requirements of the Company’s various
financing agreements.

 

Oddly enough there is no mention that the company could very likely be right back into President-subsidized bankruptcy status, within a few months of going fecal, er, public.

Full S-1:

 

 

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Wed, 08/18/2010 - 16:13 | 528924 Sudden Debt
Sudden Debt's picture

Today, now GM files the new IPO is the most shamefull day for capitalisme as we knew it back in 2007.

Wed, 08/18/2010 - 16:20 | 528955 mikla
mikla's picture

It gets better:  I have it on good authority that the Treasury is putting together the paperwork preparing additional IPOs for Social Security, Medicare, and the SEC.

The SEC forward-looking prospectus looks fantastic:  It says they have nearly unlimited growth potential in securing fees and services from the banking industry.  I hear that's a pretty big market-cap industry, too.

It's rumored these will be underwritten by the Fed, which will also be purchasing non-voting, non-secured, non-marketable junior shares.

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Wed, 08/18/2010 - 16:42 | 529011 Translational Lift
Translational Lift's picture

Yea, all the banks have their work cut out for them.  They have to hump this POS for Uncle and thanks to GS they have to do it for 30c on the $.

Wed, 08/18/2010 - 18:34 | 529210 Rainman
Rainman's picture

No worries.....the doomasses in the public pension funds will scoop up the whole steamer. Think of it as a transfer from one gubermint dumpster to another.

Wed, 08/18/2010 - 17:28 | 529116 caconhma
caconhma's picture

The GM saga has nothing to do with "capitalisme".

This is all about Obama puppeteers from Wall-Street trying to run a "government centrally run" economy.

Wed, 08/18/2010 - 16:14 | 528928 Uncle Sugar
Uncle Sugar's picture

We need the dues.

 

IPO that POS.

Wed, 08/18/2010 - 16:15 | 528933 firstdivision
firstdivision's picture

Awesome, great now someone else can piss their money away.

Wed, 08/18/2010 - 16:15 | 528934 walküre
walküre's picture

They should have at least changed the name or moved head quarters.

This is not even funny. Just sad. The unsexiest IPO of all time. But with the White House pumping this bitch of a stock, and GE promo 24/7 it could go ballistic.

 

Wed, 08/18/2010 - 16:18 | 528945 Ragnarok
Ragnarok's picture

The Fed and the Treasury will make sure it sails perfectly, any loss on equity later will be subsidized.

Wed, 08/18/2010 - 16:35 | 528998 Stuart
Stuart's picture

AND they will ensure that all subsequent reports on any subsidy show no loss on investment, rather a small tidy gain of which the MSM will buy hook, line and sinker.  All praise Lord Ben!

 

 

Wed, 08/18/2010 - 16:16 | 528935 Ragnarok
Ragnarok's picture

If only they would have done a legal bankruptcy, shed the union obligations and provided DIP financing to a conglomerate who would have agreed to keep the  manufacturing in North America I would have cheered this company.  Now I hope this Vile, illegal, tax-payer subsidized union pension/health-care fund dies a horrible death and gets sold off for scrap. 

Wed, 08/18/2010 - 16:17 | 528938 SignsAndWonders
SignsAndWonders's picture

you can bet this pos will skyrocket long enough to be touted as a success for the mid term elections.  easy money, but i'm not taking part of that shit.

Wed, 08/18/2010 - 16:16 | 528940 n2dark
n2dark's picture

sure next round of suckers are just waiting in line

 

btw something else is going on, risk is taking a nove dive in ah... any clues ?

Wed, 08/18/2010 - 16:20 | 528947 Cognitive Dissonance
Cognitive Dissonance's picture

Now we understand why there's been an all out effort to push this market higher. Gotta put on a brave face for the GM IPO. After all, it's the public's money we're talking about here, right? I mean, if this sucker fails, can I expect a $50 Billion dollar bill payable within 30 days in the mail come Christmas?

Thank God it doesn't actually need to be floated until the (do or die for the Democrats) elections. What? Who's brilliant idea was that? :>)

Wed, 08/18/2010 - 16:54 | 529036 carbonmutant
carbonmutant's picture

Astute observation...

Wed, 08/18/2010 - 16:19 | 528951 Mitchman
Mitchman's picture

It will be interesting to see a) what level of opinion the auditors give; b) what level of opinion the underwriters' counsel gives and last but not least c) if the SEC greenlights this tar baby with material accounting defects written all over it.

Wed, 08/18/2010 - 16:19 | 528954 Apostate
Apostate's picture

Welcome to the recovery, bitchez. 

Wed, 08/18/2010 - 16:25 | 528958 zombiebank
zombiebank's picture

GM will never see my money from a car sale or the IPO!  Oh wait they already got a lot of my tax money!  Doh!

Wed, 08/18/2010 - 17:11 | 528992 Translational Lift
Translational Lift's picture

No one in their right mind would buy this POS.  51% owned by the Gubmnt and 49% owned by the unions (the very ones largely responsible for bankrupting GM the first time around).  So, after the bamma boy and his merry henchmen threw out the Constitution and Commercial Law, running a bus over the original legitimate stock and bond holders are you going to give these F%&#@&$ more of your hard earned money??

Wed, 08/18/2010 - 17:16 | 529089 Dolar in a vortex
Dolar in a vortex's picture

Certain banks (domestic and international) will be obligated to subscribe. All it will take is 1 phone call from Hank the Hammer Paulson.

Wed, 08/18/2010 - 17:51 | 529160 Helix6
Helix6's picture

You seem to be forgetting who runs the show here.  I haven't seen any signs form the financial industry that it has any interest in GM, so the "gubmint" has been instructed by its financial paymasters to take the majoity stake.

Wed, 08/18/2010 - 19:29 | 529301 Jim B
Jim B's picture

+1, F#@$$#@ GM

Wed, 08/18/2010 - 20:26 | 529375 John McCloy
John McCloy's picture

+1
Indeed.
51% Fed + 49% Unions?
This may just be the first IPO to go to zero on opening day.
I would rather buy shares of the IPO of a company that sold cigarettes which used TNT for tobacco.

Anyway..Mulligans Bitchez

Wed, 08/18/2010 - 16:23 | 528968 traderjoe
traderjoe's picture

I wonder if 'they' will try to pump the market before and leading into the IPO. 

I sort of think the Ag bank (China) IPO was the start of the most recent dead cat rally, and China stocks zoomed the day pricing was being bandied about...

Wed, 08/18/2010 - 16:24 | 528970 Segestan
Segestan's picture

Reads like an honest attempt.... a buy. Go GM!

Wed, 08/18/2010 - 16:30 | 528984 faustian bargain
faustian bargain's picture

That's a hell of a risk factor.

Wed, 08/18/2010 - 16:46 | 529023 Cognitive Dissonance
Cognitive Dissonance's picture

No risk. Your government's got your back man. All's well. Chill dude and have some shrimp.

Wed, 08/18/2010 - 19:19 | 529290 Problem Is
Problem Is's picture

Obummer endorsed Gulf BP shrimp...

On sale now. Hurry! While supplies last!

Wed, 08/18/2010 - 16:35 | 529000 firstdivision
firstdivision's picture

I guess 33 Liberty will be switching from buying SPOOS to buying GM futures to be under the symbol POOS.

Wed, 08/18/2010 - 21:59 | 529510 espirit
espirit's picture

+1

Wed, 08/18/2010 - 16:46 | 529018 MyKillK
MyKillK's picture

So let me get this straight. GM makes crap cars for a couple decades and gets in really bad financial trouble. Then the government gives them tens of billions of dollars in bailout money, and explicitly tell the public this bailout is to prevent GM from going bankrupt. But GM files anyway in a government fast-tracked pseudo-bankruptcy which preserves union obligations but stock goes to zero. And barely a year later they get to file a new IPO, including in Canadia, and repay their bailout that way?

This is appalling... 

Wed, 08/18/2010 - 16:50 | 529025 hedgeless_horseman
hedgeless_horseman's picture

For the love of all that is clean, good, and pure:

Ask anyone that still has money in equities mutual funds to please reallocate to a money market fund, even temporarily, lest they become an unwitting owner of this shit.

And this is going on my email signature!

We have determined that our disclosure controls and procedures and our internal control over financial reporting are currently not effective. The lack of effective internal controls could materially adversely affect our financial condition and ability to carry out our business plan.

Wed, 08/18/2010 - 17:19 | 529096 seventree
seventree's picture

That's one hell of an escape hatch, effectively nullifying the rest of the document.

My sympathies to whoever got eyebleed reading closely enough to find it.

Wed, 08/18/2010 - 18:17 | 529200 Citizen of an I...
Citizen of an IKEA World's picture

We have determined that our disclosure controls and procedures and our internal control over financial reporting are currently not effective. The lack of effective internal controls could materially adversely affect our financial condition and ability to carry out our business plan.

 

Any decent church would have burned those bastards years ago.

Wed, 08/18/2010 - 16:54 | 529034 lizzy36
lizzy36's picture

Welcome to the recovery. 

At least the pre mid-term election teleprompter in chief recovery.

Nothing better than shorting an auto company into the second leg of a double dip depression. 

 

 

Wed, 08/18/2010 - 19:17 | 529287 Problem Is
Problem Is's picture

It is not a double dip...

It is a giant single dip with phony numbers and two big ass double scoops on top...

Wed, 08/18/2010 - 16:57 | 529049 carbonmutant
carbonmutant's picture

I'm loading my printer with Charmin...

Wed, 08/18/2010 - 19:31 | 529307 Cognitive Dissonance
Cognitive Dissonance's picture

I can't let a wonderful comment like yours go bye bye without a high five and a big ten four.

My only problem is HP doesn't sell Weimer Ben green. What brand do you use? Yes, I already know about the Charmin. What Printer and ink? :>)

Thu, 08/19/2010 - 01:25 | 529734 carbonmutant
carbonmutant's picture

 I wasn't planning on any Fiat reproductions. I merely wanted to print out the IPO (with standard Officejet inks) and thought that it would be carbon neutral to leave the document as "functional reading material" in the guest bathroom. LOL

Wed, 08/18/2010 - 17:00 | 529053 papaswamp
papaswamp's picture

Ah the new penny trade stock under full control of the govt.. The school of stocks that move as one to be controlled by an ever tightening govt control circle.

Wed, 08/18/2010 - 17:04 | 529070 maddy10
maddy10's picture

Audacity of Hope!

Government sponsored Pension fund files for an IPO!

Bet all other pension funds will invest in this!

Long live Ponzi -Father of new Age economics!

 

 

Wed, 08/18/2010 - 17:14 | 529083 redpill
redpill's picture

We have IPOs, M&As, obviously the economy is surging.

 

Wed, 08/18/2010 - 17:14 | 529084 firstdivision
firstdivision's picture

So from what I am hearing since the filing, the US Taxpayers will be taking at minimum a 50% haircut on their initial investment.  Something really stinks about this sudden urge to push through an IPO and the CEO decided to GTFO.  This IPO is too premature since GM still has not turned around much.  This IPO is the flaming bag of poo on our porch. 

Wed, 08/18/2010 - 17:16 | 529088 redpill
redpill's picture

The President says we just need to hope for better and that will be enough.

Wed, 08/18/2010 - 17:23 | 529106 Ragnarok
Ragnarok's picture

The only way to save America (its founding principles not the gov't or economy) it for a total collapse.  However after the collapse we must make sure we don't get swept away into some other sort of Statism.

Wed, 08/18/2010 - 19:14 | 529282 Problem Is
Problem Is's picture

"The President says we just need to hope for better and that will be enough."

Hopey McChange,  bitchez...

Wed, 08/18/2010 - 17:25 | 529112 Double down
Double down's picture

Unfucking believable

Again

Wed, 08/18/2010 - 17:33 | 529132 NumberNone
NumberNone's picture

Can you say extortion?  Democrats and Obama going to the financial institutions saying "We saved your goddam asses now its payback time...you will buy this POS hand over effing fist"

Gotta look good to the unions and the voters, it's election time. 

Wed, 08/18/2010 - 17:55 | 529165 rmsnickers
rmsnickers's picture

Going Fecal is going to be my new catchphrase...embodies everything that could possibly (and will) go wrong.

Examples include:

Yum, should I eat this GOM shrimp?  Sure, if you want your health to go fecal.

Hey, GS just put out a new reco for clients, should I follow it?  Sure, if you want your portfolio to go fecal.

 

 

Wed, 08/18/2010 - 18:05 | 529179 Chemba
Chemba's picture

LOL!

General Cupholders is back from the dead.  Lazarus!

Let me guess, IPO proceeds will be used to fund pension and healthcare obligations to the UAW, upon which GM will assume a 10% perpetual return on assets, thus delivering billions in FAS 106 and FAS 87 "operating income".

GM was a piece of shit twenty years ago, it was a piece of shit right before it went bankrupt, and it's still a piece of shit today.

Wed, 08/18/2010 - 20:30 | 529381 Blano
Blano's picture

I think GM still owes the UAW VEBA a nice chunk of change.  If so, my guess is that will get funded quicker than you can say "UAW took their vacation resort in northern Michigan off the market."

Wed, 08/18/2010 - 18:09 | 529191 ozziindaus
ozziindaus's picture

If it's anything like the TSLA IPO, I'm in and out like a schizophrenic gigolo. 

Does anyone know if this IPO includes GM's Asian (SGM) subsidiaries? I'd like a piece of that US taxpayer theft job.

Wed, 08/18/2010 - 18:55 | 529252 Apostate
Apostate's picture

TSLA was a trial balloon.

A "private" company backed by massive government loans and tax credits.

Cheer the glorious march of fascism!

Wed, 08/18/2010 - 19:12 | 529277 Problem Is
Problem Is's picture

US Government  =  Wall Street's HELCO / ATM machine...

Wed, 08/18/2010 - 18:41 | 529236 Skeptical_10016
Skeptical_10016's picture

Even at the high end of the IPO range, say $18 billion, the stock price would be in the $35-$36 neighborhood......Old GM Bonds (unsecured) will share in 50 million shares (worth $1.78 bn at $35.50), an estimated 2.9 "allocation" shares (worth $103 mm), 45.5 million warrants struck at $30 (in the money portion worth $250 million) and 45.5 million warrants struck at $55 (out of the money).

The total unsecured claims pool is estimated to be $37 billion and adding up the value to be received :  Stock $1.9 bn (5.75% recovery) + Warrant A In the money $250 mm (0.68% recovery) + Warrant B (out of the money)........implies total value to be received (ex-out of the money warrants) of $2.13 bn (or 5.8%)......yet the bonds are trading around 35%......WHY?  The option value is really worth 29-30 cents?

Wed, 08/18/2010 - 18:42 | 529237 Skeptical_10016
Skeptical_10016's picture

Even at the high end of the IPO range, say $18 billion, the stock price would be in the $35-$36 neighborhood......Old GM Bonds (unsecured) will share in 50 million shares (worth $1.78 bn at $35.50), an estimated 2.9 "allocation" shares (worth $103 mm), 45.5 million warrants struck at $30 (in the money portion worth $250 million) and 45.5 million warrants struck at $55 (out of the money).

The total unsecured claims pool is estimated to be $37 billion and adding up the value to be received :  Stock $1.9 bn (5.75% recovery) + Warrant A In the money $250 mm (0.68% recovery) + Warrant B (out of the money)........implies total value to be received (ex-out of the money warrants) of $2.13 bn (or 5.8%)......yet the bonds are trading around 35%......WHY?  The option value is really worth 29-30 cents?

Wed, 08/18/2010 - 22:17 | 529529 mikla
mikla's picture

....yet the bonds are trading around 35%......WHY?  The option value is really worth 29-30 cents?

You're missing the point:  Those numbers aren't real.  They are mis-representing assets and liabilities, and you're assuming the dealer won't re-shuffle the deck at the dealer's whim (no matter what contractual rights you think you have).

Fundamentally, as a shareholder, if you give GM $1, will they be able to provide some product-or-service that ultimately results in a $1.01 (for a $0.01 net return)?

No.

There will be no dividends (except for those that might be gifted by the taxpayer due to some temporary political crisis), and the company will continue to decline to zero.  They have no business model that permits them to service their liablities, let alone result in productive returns.

And, of course, you're not giving $1 to GM.  By buying a share, you're purchasing the future dividend stream based on GM's future productivity.  Good luck with that.

But, I admire your ability to dream.

Wed, 08/18/2010 - 19:02 | 529260 Village Idiot
Village Idiot's picture

As many of you know, I am immune to e coli. Therefore, it would seem that this could be a winner for me.

Wed, 08/18/2010 - 19:09 | 529270 Problem Is
Problem Is's picture

But with Bennie Shalom's latest free money ramp up... Isn't it now or never for GM's IPO shit-mobile?

Wed, 08/18/2010 - 19:35 | 529314 Astute Investor
Astute Investor's picture

Glad to see that the iconic GM ticker is still available the second time around.  Too bad GS couldn't have taken General Malaise, Inc. public and stolen the symbol.

Wed, 08/18/2010 - 20:26 | 529376 Blano
Blano's picture

Ok, maybe this is too simplistic a question, but if they're flat out admitting their procedures and control over financial reporting are not effective, how do they know if they actually made a real profit, as they just reported?? 

Thanks in advance.

Wed, 08/18/2010 - 20:58 | 529421 Downtoolong
Downtoolong's picture

I just hope I can beat Goldman Sachs to the short side.

 

 

Wed, 08/18/2010 - 21:35 | 529479 Blano
Blano's picture

Lol, I'll be rooting for you and hopefully right behind you.

Wed, 08/18/2010 - 22:40 | 529570 Myzery
Myzery's picture

The ticker should be DTF (destine to fail).

Was the hilarity intentional?

 

Our business and financial results are highly sensitive to sales volume, as demonstrated by the effect of sharp declines in vehicle sales on our business in the U.S. since 2007 and globally since 2008. 

 

I love the chart shows growth in all OTHER (non-na) markets. Let's invest where the growth isn't!

 

My favorite:

 

*Note: GM market position is calculated based upon GM’s internal data and includes 100% of sales by joint ventures. These market positions were not furnished by IHS Global Insight.


 

But of course. I bet your nine cohorts helped you with that data. 

 

Apparently, a double dip is a 'risk factor' for GM:

 

Our U.S. defined benefit pension plans are currently underfunded, and our pension funding obligations may increase significantly due to weak performance of financial markets and its effect on plan assets.

"CURRENTLY" underfunded. Your GM IPO should pump up the market which pumps pensions which pumps GDP which pumps employment which should pump up the market WHICH SHOULD PUMP UP THE MARKET BUY MARKET BUY STOCKS OMG BUY STOCKS BUY!!! BUY STOCKS NOW!!!!
Wed, 08/18/2010 - 23:17 | 529611 Bagbalm
Bagbalm's picture

Calpers might snatch the whole thing...

Thu, 08/19/2010 - 02:15 | 529744 redpill
redpill's picture

You know this is going to be the politically correct pump and dump du jour.  After the inevitable 1-2 IPO bounce fueled by little more than fantastical political will, will it not be ripe for shorting?

Thu, 08/19/2010 - 08:10 | 529895 Asimov
Asimov's picture

I'd say short the shit out of it, but with government backing, it'll probably triple in 24 hours.

Sat, 10/02/2010 - 06:49 | 620608 Herry12
Herry12's picture

There are certainly a lot of details like that to take into consideration.I read and understand the entire article and I really enjoyed it to be honest.
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