In an SEC filing, GM has provided details about an unauthorized email sent out by a banker to institutional investors that violated its regulatory quiet period before its public offering.
The filing may shed light on a mystery that developed last week. UBS , which had previously been named as an underwriter in the IPO, was quietly dropped from this role in the deal.
DealBreaker’s Bess Levin reported at the time that “a senior high yield analyst at UBS sent out a note last night to a bunch of clients that included his musings on the valuation."
"This of course would constitute a big no no with regard to the firm’s obligation to stay quiet, in addition to the fact that the info may be at odds with the unified valuation information that will be published by the syndicate. So the bank was promptly kicked off the IPO as a bookrunner. At this point it’s apparently unclear whether the Swiss will be tearing the analyst a new one, or those in compliance who let the report go through. We’re also told UBS is planning on spinning the story as it being their decision to withdraw from the deal (nobody puts UBS in a corner)."
As Bess points out today, GM’s filing seems to confirm much of that story (emphasis added):
Prior to the effectiveness of the registration statement of which this prospectus forms a part, an employee of a previously-named proposed underwriter for the common stock offering and Series B preferred stock offering distributed an unauthorized e-mail to various potential institutional accounts. We were not involved in any way in the preparation or distribution of the e-mail by the employee of the previously-named proposed underwriter, we had no knowledge of the e-mail until after it was sent, and the e-mail does not reflect our views. In addition, this previously-named proposed underwriter will not participate as an underwriter in the common stock offering or the Series B preferred stock offering. The e-mail message may constitute a prospectus that does not meet the requirements of the Securities Act. Any potential investor who received the e-mail should not rely upon it in any manner in making a decision whether to purchase our securities in this offering. We, the selling stockholders in the common stock offering and the underwriters in the common stock offering and Series B preferred stock offering disclaim all responsibility for the content of the e-mail. If the distribution of the e-mail did constitute a violation of the Securities Act, the recipients who purchase our securities in the common stock offering or Series B preferred stock offering may have the right to obtain recovery of the consideration paid in connection with their purchase or, if they had already sold the securities, sue us for damages resulting from their purchase. If any liability is asserted, we intend to contest the matter vigorously. We do not believe that we will be subject to any material liability as a result of the distribution of the e-mail.
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