General Motors 2011 Annual Report Download - page 16

GENERAL MOTORS COMPANY AND SUBSIDIARIES
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 shares of our common stock and warrants to acquire newly issued shares of our common stock as
presented in the following section entitled “Issuance of Common Stock, Preferred Stock and Warrants;” 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 (Adjustment Shares) to the GUC
Trust following the dissolution of MLC in the event that allowed general unsecured claims against MLC, as approved by the
Bankruptcy Court, exceed $35.0 billion. Refer to Note 20 to our consolidated financial statements for a description of the contingently
issuable Adjustment Shares.
Agreements with the UST, EDC and New VEBA
On July 10, 2009 we entered into the UST Credit Agreement and assumed debt of $7.1 billion that Old GM incurred under its DIP
Facility. Immediately after entering into the UST Credit Agreement, we made a partial prepayment, reducing the loan principal
balance to $6.7 billion. We issued notes in the principal amount of $2.5 billion (VEBA Notes) to the UAW Retiree Medical Benefits
Trust (New VEBA). Through our wholly-owned subsidiary General Motors of Canada Limited (GMCL), we also entered into the
amended and restated loan agreement with EDC (Canadian Loan Agreement), as a result of which GMCL had a $1.3 billion term loan
(Canadian Loan).
In December 2009 and March 2010 we made quarterly payments of $1.0 billion and $1.0 billion on the UST Credit Agreement and
GMCL made quarterly payments of $192 million and $194 million on the Canadian Loan. In April 2010 we used funds from our
escrow account to repay in full the outstanding amount of the UST Credit Agreement of $4.7 billion, and GMCL repaid in full the
outstanding amount of the Canadian Loan of $1.1 billion. Both loans were repaid prior to maturity. On October 26, 2010 we repaid in
full the outstanding amount (together with accreted interest thereon) of the VEBA Notes of $2.8 billion.
Refer to Note 17 to our consolidated financial statements for additional information on the UST Credit Agreement, VEBA Notes
and the Canadian Loan.
Issuance of Common Stock, Preferred Stock and Warrants
On July 10, 2009 we issued the following securities to the UST, Canada GEN Investment Corporation, a corporation organized
under the laws of Canada (Canada Holdings), the New VEBA and MLC (shares in millions):
Common Stock
Series A
Preferred Stock (b)
UST ............................................................................ 912 84
CanadaHoldings .................................................................. 175 16
NewVEBA(a) ................................................................... 263 260
MLC(a)......................................................................... 150 —
1,500 360
(a) New VEBA also received a tranche of warrants to acquire 46 million shares of our common stock and MLC received two
tranches of warrants, each to acquire 136 million shares of our common stock. Refer to Note 25 to our consolidated financial
statements for additional description of warrants.
14 General Motors Company 2011 Annual Report