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Federal regulators will permit the financing arm of General Motors to become
a bank and gain access to billions of dollars in government aid, a crucial step
that will help ensure the survival of the company.
In a 4 to 1 vote, the Federal Reserve Board approved GMAC’s application to
transform itself into a bank holding company “in light of the unusual and
exigent circumstances” affecting the financial markets. The move will allow GMAC
to tap as much as $6 billion in government bailout money. The approval came as
GMAC bondholders were facing a Friday deadline to vote to approve a complex
transaction that would significantly reduce the company’s outstanding debt.
As of Dec. 17, bondholders had agreed to convert less than 60 percent of their
debt into preferred shares. Some big bondholders like the investment firm Pimco
have said they do not intend to exchange bonds unless Cerberus Capital
Management — the private equity firm that owns 51 percent of GMAC — puts more
money into the company.
GMAC has been hit with huge losses in both its mortgage and auto loan
businesses. The approval from federal regulators may help persuade remaining
bondholders and should make it easier for the company to raise money. It should
also help General Motors, which owns a minority stake in GMAC and depends on the
firm to finance some of its cars.
The Fed’s decision comes days after the Bush administration said it would tap
the bailout fund to provide emergency loans to General Motors and Chrysler to
buy them time to reorganize and avoid having to file for bankruptcy protection.
Now G.M. is seeking longer-term support from the incoming Obama administration.
Cerberus will be forced to cut its stake in the new bank holding company and
become a passive investor. The change would very likely also scuttle Cerberus’s
plans to merge Chrysler Finance, another auto-lending business it controls, into
GMAC.
A Cerberus spokesman declined to comment.
The Fed’s decision was at least the sixth time in the last few months that it
has moved quickly to let nonbank lenders, which rely on credit markets for
funds, become bank holding companies. This week, it granted the CIT Group, a
lender to midsize and small businesses, a similar charter. The credit card
lenders American Express and Discover Financial, and the investment banks
Goldman Sachs and Morgan Stanley, also became bank holding companies this fall.
But the Fed’s decision to approve GMAC is particularly controversial. One Fed
governor, Elizabeth A. Duke, cast a dissenting vote. Ms. Duke, a former
commercial banker and the first woman to head the American Bankers Association,
joined the board of the Fed in August.
GMAC has to make several changes to its structure to alleviate concerns. Critics
had raised questions about GMAC’s financial strength, its ownership by a private
equity firm and whether it was involved in too many commercial activities to
become a bank.
The Fed, which had been considering the proposal since early November,
determined that “emergency conditions” made it imperative that it act quickly.
Regulators also wanted to approve GMAC’s application to become a bank so that it
could apply for federal funds before a year-end deadline set by the Treasury
Department. “GMAC will be well capitalized on completion of the proposal,” the
Fed said in a public notice.
As a condition of the Federal Reserve’s approval, General Motors will have to
reduce its ownership stake in GMAC to less than 10 percent, from 49 percent. An
independent trustee, whose appointment will be approved by the Fed and Treasury,
will sell the company’s stake within the next three years.
Cerberus, which currently has a controlling stake, will reduce its ownership
stake by distributing its interest in the company to its investors. That will
leave Cerberus with less than 14.9 percent of the voting shares in GMAC and 33
percent of the total equity in the firm. No individual investors will control
more than 5 percent of the voting interest in GMAC or 7.5 percent of the firm.
Cerberus will also stop providing consulting services to GMAC, and the two
entities will no longer be able to share executives. GMAC will also have to
appoint new independent directors to its board to replace members who are
affiliated with G.M. or Cerberus.
GMAC has not announced any changes to its business model. But as a bank, the
lender will have greater access to more stable deposits and access to loans from
the Fed. Based upon a formula used by the Treasury, the company could receive as
much as $6 billion in funds from the $700 billion financial rescue package.
But the company will also be subject to more stringent federal oversight and
will have to diversify its business beyond loans to car buyers and dealerships.
In a statement, Alvaro G. de Molina, GMAC’s chief executive, called the Fed’s
decision a “key turning point” in the company’s history and a “critically
important” measure for the broader economy.
GMAC has been an integral part of General Motors since it was created in 1919.
It provides financing to 75 percent of the 6,450 G.M. dealers and to many of the
people who buy its cars, though it has had to scale back auto lending in recent
months.
GMAC has faltered in the last few years. Its mortgage unit, Residential Capital,
has suffered significant losses on home loans it made during the recent housing
boom, and more recently it has become virtually impossible for GMAC to sell auto
loans to investors. The company has lost $8 billion in the last two years.
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