General Motors 2010 Annual Report Download - page 34

GENERAL MOTORS COMPANY AND SUBSIDIARIES
The following table summarizes the total funding and funding commitments Old GM received from the U.S. and Canadian
governments and the additional notes Old GM issued related thereto in the period December 31, 2008 through July 9, 2009 (dollars in
millions):
Funding and Funding
Commitments
Additional
Notes Issued (a) Total Obligation
Description of Funding Commitment
UST Loan Agreement (b) ............................................ $19,761 $1,172 $20,933
EDC funding (c) ................................................... 6,294 161 6,455
DIP Facility ....................................................... 33,300 2,221 35,521
Total ............................................................ $59,355 $3,554 $62,909
(a) Old GM did not receive any proceeds from the issuance of these promissory notes, which were issued as additional compensation
to the UST and EDC.
(b) Includes debt of $361 million, which UST loaned to Old GM under the warranty program.
(c) Includes approximately $2.4 billion from the EDC Loan Facility received in the period January 1, 2009 through July 9, 2009 and
funding commitments of CAD $4.5 billion (equivalent to $3.9 billion when entered into) that were immediately converted into
our equity. This funding was received on July 15, 2009.
363 Sale
On July 10, 2009, we completed the acquisition of substantially all of the assets and assumed certain liabilities of the Sellers. The
363 Sale was consummated in accordance with the Purchase Agreement, between us and the Sellers, and pursuant to the Bankruptcy
Court’s sale order dated July 5, 2009.
In connection with the 363 Sale, the purchase price we paid to Old GM equaled the sum of:
• A credit bid in an amount equal to the total of: (1) debt of $19.8 billion under Old GM’s UST Loan Agreement, plus notes of
$1.2 billion issued as additional compensation for the UST Loan Agreement, plus interest on such debt Old GM owed as of the
closing date of the 363 Sale; and (2) debt of $33.3 billion under Old GM’s DIP Facility, plus notes of $2.2 billion issued as
additional compensation for the DIP Facility, plus interest Old GM owed as of the closing date, less debt of $8.2 billion owed
under the DIP Facility;
• UST’s return of the warrants Old GM previously issued to it;
• The issuance to MLC of 150 million shares (or 10%) of our common stock and warrants to acquire newly issued shares of our
common stock initially exercisable for a total of 273 million shares of our common stock (or 15% on a fully diluted basis); and
• Our assumption of certain specified liabilities of Old GM (including debt of $7.1 billion owed under the DIP Facility).
Under the Purchase Agreement, we are obligated to issue additional shares of our common stock to MLC (Adjustment Shares) in
the event that allowed general unsecured claims against MLC, as estimated by the Bankruptcy Court, exceed $35.0 billion. The
maximum number of Adjustment Shares issuable is 30 million shares (subject to adjustment to take into account stock dividends,
stock splits and other transactions). The number of Adjustment Shares to be issued is calculated based on the extent to which
estimated general unsecured claims exceed $35.0 billion with the maximum number of Adjustment Shares issued if estimated general
unsecured claims total $42.0 billion or more. In the period July 10, 2009 to December 31, 2009 we determined that it was probable
that general unsecured claims allowed against MLC would ultimately exceed $35.0 billion by at least $2.0 billion. In the circumstance
where expected general unsecured claims equal $37.0 billion, we would have been required to issue 8.6 million Adjustment Shares to
MLC as an adjustment to the purchase price. At December 31, 2009 we recorded a liability of $162 million included in Accrued
32 General Motors Company 2010 Annual Report