General Motors 2011 Annual Report Download - page 193

GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In connection with the 363 Sale, the purchase price paid to Old GM was composed 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;
• The 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 table 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 terms of the 363 Sale agreement, we are obligated to issue 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 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 maturing on July 10, 2015 that Old
GM incurred under its DIP Facility. Immediately after entering into the UST Credit Agreement, we made a partial prepayment,
reducing the UST Credit Agreement principal balance to $6.7 billion. We issued VEBA Notes in the principal amount of $2.5 billion
to the New VEBA. Through our wholly-owned subsidiary GMCL we also entered into the Canadian Loan with EDC, as a result of
which GMCL had a $1.3 billion term 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. In October 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 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):
Successor
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 for additional description of warrants.
(b) Refer to Note 25 for a description of the Series A Preferred Stock.
General Motors Company 2011 Annual Report 191