General Motors 2011 Annual Report Download - page 192

GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The UST Loan Agreement provided that if, by March 31, 2009 or a later date (not to exceed 30 days after March 31, 2009) as
determined by the Presidential Task Force on the Auto Industry (Auto Task Force) (Certification Deadline), the Auto Task Force had
not certified that Old GM had taken all steps necessary to achieve and sustain its long-term viability, international competitiveness
and energy efficiency in accordance with the Viability Plan, then the loans and other obligations under the UST Loan Agreement were
to become due and payable on the thirtieth day after the Certification Deadline.
On March 30, 2009 the Auto Task Force determined that the plan was not viable and required substantial revisions. On March 31,
2009 Old GM and the UST agreed to postpone the Certification Deadline to June 1, 2009. Old GM made further modifications to its
Viability Plan in an attempt to satisfy the Auto Task Force requirement that it undertake a substantially more accelerated and
aggressive restructuring plan (Revised Viability Plan), the most significant of which included reducing Old GM’s indebtedness and
VEBA obligations.
Chapter 11 Proceedings
Old GM was not able to complete the cost reduction and restructuring actions in its Revised Viability Plan, including the debt
reductions and VEBA modifications, which resulted in extreme liquidity constraints. As a result, on June 1, 2009 Old GM and certain
of its direct and indirect subsidiaries sought relief through Chapter 11 Proceedings of the Bankruptcy Code in the Bankruptcy Court.
In connection with the Chapter 11 Proceedings, Old GM entered into the DIP Facility and received additional funding commitments
from EDC to support Old GM’s Canadian operations.
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):
Predecessor
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 the 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 $3.9 billion 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 Old GM and
certain of its direct and indirect subsidiaries (collectively, the Sellers). The 363 Sale was consummated in accordance with a purchase
agreement also referred to as the Amended and Restated Master Sale and Purchase Agreement, dated June 26, 2009, as amended,
between us and the Sellers, and pursuant to the Bankruptcy Court’s sale order dated July 5, 2009.
190 General Motors Company 2011 Annual Report