• Apr 27th 2009 at 10:49AM
  • 33
In addition to announcing the shuttering of Pontiac, General Motors has put forth a new offer to its bondholders to exchange $27 billion in claims for equity in the struggling automaker.

As part of the plan, GM is offering its bondholders a 10% equity stake in the company, but worryingly, if 90 percent of GM's stockholders don't make good on the exchange by June 1, the U.S. Treasury will almost assuredly push GM toward bankruptcy. In the language of GM's press release, the company would "expect to seek bankruptcy relief if the exchange offers are not consummated."

And it isn't just the shareholders that are being called to action – the success of the bond-exchange offer also hinges upon the Voluntary Employee Beneficiary Association (VEBA) health-care fund, whose controllers must also agree to swap at least 50% of its equity claims in order to make the plan work.

Finally, the U.S. Treasury must agree to exchange 50% its own loans – thought to be about $10 billion – for stock in the company. Together, the U.S. government and VEBA would then own around 89 percent of GM's stock post- debt-for-equity swap, with the outstanding one percent being held by GM's current common shareholders (10% bondholders + 89% VEBA/US Treasury + 1% = 100%).

Given that a debt-for-equity swap is widely considered to be unattractive to most bondholders (something that GM CEO Fritz Henderson stopped just short of confirming in today's press conference), The General seems to be well along the road to bankruptcy... and picking up steam.

Official press release posted after the jump.

[Source: General Motors | Image: Bill Pugliano/Getty]


GM Launches Exchange Offers and Consent Solicitations for Outstanding Notes
• Common stock plus accrued interest in cash offered for $27 billion of outstanding public debt
• Successful exchange to result in at least $44 billion reduction in total liabilities from bondholders, U.S. Treasury and VEBA
• Bondholders to own 10 percent of GM after successful exchange offer
• Exchange contingent on VEBA modifications and U.S. Treasury debt conversion conditions resulting in at least $20 billion reduction in liabilities
• Expect to seek bankruptcy relief if the exchange offers are not consummated

DETROIT – General Motors announced today that it is commencing public exchange offers for $27 billion of its unsecured public notes. The exchange offers are a vital component of GM's overall restructuring plan to achieve and sustain long-term viability and the successful consummation of the exchange offers will allow GM to restructure out of bankruptcy court.

GM is offering to exchange 225 shares of GM common stock for each 1,000 U.S. dollar equivalent of principal amount (or accreted value as of the settlement date, if applicable) of outstanding notes of each series set forth in the table below and is offering to pay, in cash, accrued interest on the GM notes from the most recent interest payment date to the settlement date. In respect of the exchange offers for the GM Nova Scotia notes, General Motors Nova Scotia Finance Company is jointly making the exchange offers with GM.

GM believes its restructuring plan and the successful consummation of the exchange offers will provide the best path for the future success of the company while enabling it to continue operating its business without the negative impacts of a bankruptcy and reducing the risk of a potentially precipitous decline in revenues in a bankruptcy.

In the event that GM does not receive prior to June 1, 2009 enough tenders of notes to consummate the exchange offers, GM currently expects to seek relief under the U.S. Bankruptcy Code. GM is considering its alternatives in seeking bankruptcy relief in consultation with the U.S. Treasury, GM's largest lender. If GM seeks bankruptcy relief, noteholders may receive consideration that is less than what is being offered in the exchange offers and it is possible that such holders may receive no consideration at all for their notes.

Concurrently with the exchange offers, GM is soliciting consents from noteholders to amend the terms of the debt instruments that govern each series of notes and insert a call option to redeem the non-USD notes.

Each of the exchange offers and consent solicitations will expire at 11:59 p.m. New York City time on Tuesday, May 26, 2009, unless extended. Tendered notes may be validly withdrawn at any time prior to 11:59 p.m. New York City time on Tuesday, May 26, 2009, subject to certain circumstances where we may extend or reinstate withdrawal rights.

Consummation of the exchange offers is conditioned upon the satisfaction or waiver of several conditions including the following:

• U.S. Treasury Condition: the results of the exchange offers shall be satisfactory to the U.S. Treasury, including in respect of the overall level of participation by noteholders in the exchange offers and in respect of the level of participation by holders of the Series D notes in the exchange offers. GM believes that at least 90 percent of the aggregate principal amount of outstanding notes, including at least 90 percent of the aggregate principal amount of the outstanding Series D notes due June 1, 2009, will need to be tendered in the exchange offers or called for redemption pursuant to the call option (in the case of non-USD notes) in order to satisfy the U.S. Treasury condition. Whether this level of participation in the exchange offers will be required (or sufficient) to satisfy the U.S. Treasury condition will ultimately be determined by the U.S. Treasury.

• Completion of the U.S. Treasury Debt Conversion: the U.S. Treasury (or its designee) shall have been issued at least 50 percent of the pro forma common stock of GM in exchange for (a) the full satisfaction and cancellation of at least 50 percent of GM's outstanding U.S. Treasury debt at June 1, 2009 (such 50 percent currently estimated to be approximately $10.0 billion) and (b) full satisfaction and cancellation of GM's obligations under the warrant issued to the U.S. Treasury as part of one of the U.S. Treasury loan agreements.

• Evidence of the U.S. Treasury Financing Commitment: the U.S. Treasury having provided commercially reasonable evidence of its commitment to provide GM an additional $11.6 billion of funding that GM currently forecasts it will require after May 1, 2009.

• Binding agreements in respect of the VEBA Modifications and U.S. Treasury approval thereof: GM is engaged in ongoing negotiations regarding modifications required by the terms of one of the U.S. Treasury loan agreements to a new voluntary employee benefit association (the new VEBA) established as part of a settlement with The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the UAW) and the class of UAW GM retirees. A condition to the consummation of the exchange offers is that (a) at least 50 percent (or approximately $10 billion) of GM's future financial obligations to the new VEBA will be extinguished in exchange for GM common stock and (b) cash installments will be paid over a period of time toward the remaining amount of GM's financial obligations to the new VEBA. It is also a condition to the exchange offers that the terms of the VEBA modifications shall be satisfactory to the U.S. Treasury.

• The aggregate number of shares of GM common stock issued or agreed to be issued pursuant to the U.S. Treasury Debt Conversion and the VEBA Modifications shall not exceed 89% of the pro forma outstanding GM common stock (assuming full participation by holders of old notes in the exchange offers).

• Binding agreements regarding labor modifications required under one of GM's U.S. Treasury loan agreements, on such terms as shall be satisfactory to the U.S. Treasury.

GM will use its best efforts to enter into the agreements listed above, however, GM has not reached any agreements with respect to any of the conditions to the exchange offers, and there is no assurance that any agreements will be reached on the terms described above or at all. GM will disclose the terms of any agreement reached with respect to either the U.S. Treasury debt conversion or the VEBA modifications and currently expects to be able to do so prior to the withdrawal deadline of the exchange offers.

The aggregate amount of GM common stock to be issued to the U.S. Treasury (or its designee) pursuant to the U.S. Treasury debt conversion and to the new VEBA pursuant to the VEBA modifications would represent approximately 89 percent of the pro forma GM common stock (assuming full participation in the exchange offers), with the final allocation between the U.S. Treasury (or its designee) and the new VEBA to be determined in the future. Of the remaining pro forma outstanding GM common stock, noteholders would represent approximately 10 percent, and existing GM common stockholders would represent approximately 1 percent. We determined the foregoing GM common stock allocations following discussions with the U.S. Treasury where the U.S. Treasury indicated that it would not be supportive of higher allocations to the holders of notes or to existing GM common stockholders.

The exchange offers have not commenced outside the United States and will not commence until the requisite approvals are obtained from the appropriate jurisdictions.

Morgan Stanley & Co. Incorporated and Banc of America Securities LLC are serving as global coordinators in connection with the exchange offers.

Series of Notes
/ISIN Outstanding
Principal Amount Title of Notes to be Tendered Applicable Debt Instrument Shares of GM Common Stock Offered per 1,000 U.S. Dollar Equivalent Accrued Interest per 1,000 U.S. Dollar Equivalent as of June 30, 2009 (3)
USD Notes
370442691 USD 1,001,600,875 1.50% Series D Convertible Senior Debentures due June 1, 2009 (2) 1995 Indenture 225 $7.50 (4)
370442BB0 USD 1,500,000,000 7.20% Notes due January 15, 2011 1995 Indenture 225 $33.00
37045EAS7 USD 48,175,000 9.45% Medium-Term Notes due November 1, 2011 1990 Indenture 225 $11.81
370442BS3 USD 1,000,000,000 7.125% Senior Notes due July 15, 2013 1995 Indenture 225 $32.66
370442AU9 USD 500,000,000 7.70% Debentures due April 15, 2016 1995 Indenture 225 $16.04
370442AJ4 USD 524,795,000 8.80% Notes due March 1, 2021 1990 Indenture 225 $29.09
37045EAG3 USD 15,000,000 9.4% Medium-Term Notes due July 15, 2021 1990 Indenture 225 $11.75
370442AN5 USD 299,795,000 9.40% Debentures due July 15, 2021 1990 Indenture 225 $43.08
370442BW4 USD 1,250,000,000 8.25% Senior Debentures due July 15, 2023 1995 Indenture 225 $37.81
370442AV7 USD 400,000,000 8.10% Debentures due June 15, 2024 1995 Indenture 225 $43.88 (5)
370442AR6 USD 500,000,000 7.40% Debentures due September 1, 2025 1990 Indenture 225 $24.46
370442AZ8 USD 600,000,000 6 3/4% Debentures due May 1, 2028 1995 Indenture 225 $11.06
370442741 USD 39,422,775 4.50% Series A Convertible Senior Debentures due March 6, 2032 (2) 1995 Indenture 225 $14.88
370442733 USD 2,600,000,000 5.25% Series B Convertible Senior Debentures due March 6, 2032 (2) 1995 Indenture 225 $17.35
370442717 USD 4,300,000,000 6.25% Series C Convertible Senior Debentures due July 15, 2033 (2) 1995 Indenture 225 $28.65
370442BT1 USD 3,000,000,000 8.375% Senior Debentures due July 15, 2033 1995 Indenture 225 $38.39
370442AT2 USD 377,377,000 (1) 7.75% Discount Debentures due March 15, 2036 1995 Indenture 225 n/a
370442816 USD 575,000,000 7.25% Quarterly Interest Bonds due April 15, 2041 1995 Indenture 225 $15.10
370442774 USD 718,750,000 7.25% Senior Notes due July 15, 2041 1995 Indenture 225 $15.10
370442121 USD 720,000,000 7.5% Senior Notes due July 1, 2044 1995 Indenture 225 $18.54
370442725 USD 1,115,000,000 7.375% Senior Notes due May 15, 2048 1995 Indenture 225 $9.22
370442BQ7 USD 425,000,000 7.375% Senior Notes due May 23, 2048 1995 Indenture 225 $7.58
370442766 USD 690,000,000 7.375% Senior Notes due October 1, 2051 1995 Indenture 225 $18.23
370442758 USD 875,000,000 7.25% Senior Notes due February 15, 2052 1995 Indenture 225 $9.06
Euro Notes
XS0171942757 EUR 1,000,000,000 7.25% Notes due July 3, 2013 July 3, 2003 FPAA 225 $71.81
XS0171943649 EUR 1,500,000,000 8.375% Notes due July 5, 2033 July 3, 2003 FPAA 225 $82.49
GM Nova Scotia Notes
XS0171922643 GBP 350,000,000 8.375% Guaranteed Notes due December 7, 2015 July 10, 2003 FPAA 225 $47.02
XS0171908063 GBP 250,000,000 8.875% Guaranteed Notes due July 10, 2023 July 10, 2003 FPAA 225 $86.20

1 Represents the principal amount at maturity. The exchange consideration offered to holders of discount notes will be based on the accreted value thereof as of the settlement date. As of June 30, 2009, the accreted value of the discount notes will be $568.94 per $1,000 principal amount at maturity thereof.
2 Denotes convertible notes.
3 For illustrative purposes only. The amount of accrued interest payable on the settlement date in respect of tendered notes, other than the discount notes, will be the amount of accrued interest on such notes from and including the most recent interest payment date to, but not including, the settlement date. We do not expect to consummate the exchange offers prior to June 30, 2009 because the satisfaction of certain conditions to the exchange offers is expected to require a significant period of time.
4 Represents accrued interest per $1,000 principal amount as of June 1, 2009.
5 Represents accrued interest on such notes from and including December 15, 2008. Such amount does not reflect, and has not been reduced for, the interest payment scheduled for June 15, 2009.

For More Information Regarding the Exchange Offer

The exchange offers and consent solicitations are being made to holders of notes (as set forth in the table above titled Series of Notes) solely upon the terms and subject to the conditions set forth in the Registration Statement on Form S-4 dated April 27, 2009, which includes a combined prospectus and proxy statement and information in accordance with the disclosure requirements of the tender offer rules of the Securities and Exchange Commission (SEC), and the related letter of transmittal (or form of electronic instruction notice, in the case of notes held through Euroclear or Clearstream), as each may be amended from time to time (collectively, the Prospectus Documents). GM strongly encourages you to carefully read the Prospectus Documents, together with the Schedule TO relating to the exchange offers (including all amendments and supplements thereto), that have been filed (or will be filed) with the SEC, because they contain important information regarding the proposed transaction. Noteholders can access free copies of the Prospectus Documents and the Schedule TO at the SEC's website (at www.sec.gov), and at GM's website (at http://www.gm.com/corporate/investor_information). Any requests for paper copies of the Prospectus Documents and/or the Schedule TO should be directed to the D.F. King & Co. by mail at 48 Wall Street, 22nd floor, New York, NY 10005, and by telephone at (800) 769-7666.

GM and its directors and executive officers and other members of management and employees may be deemed participants in the solicitation of proxies with respect to the consent solicitations. Information regarding the interests of these directors and executive officers in the consent solicitations will be included in the documents described above. Additional information, including information regarding GM's directors and executive officers, is available in GM's Annual Report on Form 10-K, which was filed with the SEC on March 5, 2009 and can be obtained without charge at www.sec.gov.

Cautionary Statement
A registration statement relating to the securities offered in the exchange offers has been filed with the SEC but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The exchange offers and consent solicitations are not being made to (nor will tenders be accepted from or on behalf of) holders of notes in any jurisdiction where the offers or the acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction, including Japan and Hong Kong.

Offers to holders in the United Kingdom, Austria, Belgium, France, Germany, Italy, Luxembourg, the Netherlands, Spain and. Switzerland will be made only following the approval of a separate prospectus approved by the United Kingdom Listing Authority as competent authority under EU Directive 2003/71/EC, which will indicate on the front cover thereof that it can be used for such offers. Outside of these jurisdictions (and the United States) only non U.S. qualified offerees are authorized to participate in the exchange offers and consent solicitations. If you are outside of the above jurisdictions (and the United States and Canada), you are only authorized to receive the EU Approved Prospectus. If you are in Canada you are only authorized to receive and review a separate Canadian offering memorandum prepared in accordance with applicable Canadian securities laws. The exchange offers in Italy are subject to clearance by CONSOB pursuant to Article 102 onwards of Legislative Decree No. 58 of February 24, 1998. Therefore, the exchange offer period in Italy will only commence following such clearance.

Forward Looking Statements

This document contains "forward-looking statements." Such statements are based on the current expectations and assumptions of GM management, and as such involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those now anticipated – both in connection with the proposed exchange offers and consent solicitations, and GM's business and financial prospects -- including (without limitation) those set forth in the Prospectus Documents filed with the SEC as part of GM's Registration Statement on Form S-4 (as amended and supplemented). To better understand these risks and uncertainties, holders of notes and other readers are encouraged to read carefully the Prospectus Documents (as amended or supplemented), GM's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 which was filed March 5, 2009, and other SEC filings, all of which can be accessed free of charge at the websites of the SEC (www.sec.gov) and GM (at http://www.gm.com/corporate/investor_information).

About General Motors Corp.

General Motors Corp. (NYSE: GM), one of the world's largest automakers, was founded in 1908, and today manufactures cars and trucks in 34 countries. With its global headquarters in Detroit, GM employs 243,000 people in every major region of the world, and sells and services vehicles in some 140 countries. In 2008, GM sold 8.35 million cars and trucks globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Hummer, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. More information on GM can be found at www.gm.com.

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    • 1 Second Ago
      • 6 Years Ago
      I would like to know how much of that outstanding debt has corresponding credit default swaps against it. Presuming it is substantial, those bondholders actually get more in a bankruptcy, probably through AIG but ultimately from us.
        • 6 Years Ago
        About $27 billion of GM's outstanding debt of $28.5 billion is covered by CDs mainly through AIG. But here's the catch...AIG is on the hooks to the Federal government even more so that GM. In other words, Obama (ie. our agent) 'writes' the checks for both companies. Figure that one out, if you can.
      • 6 Years Ago
      This deal makes my skin crawl.

      There are very few things run by the government which are run WELL. The lack of oversight, the lack of having to answer to anyone is going to lead to issues very quickly.

      Building cars is a tight business. Every penny has to be watched. Say what you want about the bean counters now, but they help keep that stuff sorted. Bring in the government used to paying $200 for hammers and toilet seats and what's that approach going to do to the build cost of a car? Suddenly double it? And it will still sell for the same price on the street. The suppliers will be happy no doubt. The GM workers will be happy. But taxpayers will be supplementing this monster every step of the way.
      • 6 Years Ago
      Don't you people worry, GM just needs to find someone who has never even run a lemonade stand, and can not balance a budget, to decide the fate of GM.

      @ Steve, yeah, I wish they would admit rebadging issue, then sell aftermarket kits to change the appearance of your new vehicle.
      • 6 Years Ago
      I don't like government in any way shape or form doing business. Period!!!

      Let another party deal with the legal and financial matters, so, that no foul play can be done and to make sure the loans will be paid back in full with interest.

      Just like any biz transaction.

      All of Pontiac models should become Chevys!!!

      Period. Any models that have been rebadged should be eliminated.

      Chevy can have a great model lineup.

      G8: new Impala
      Solstice: new Monza
      Vibe: new Nova.

      Keep these models and make more money.

      Who is at the helm?
        • 6 Years Ago
        tim again you sound ignorant...
        if you think that these companies did this to themselves than you reall have no idea whats been going on the past thirty two forty years...
        how about reading some instead of blurting out whatever comes to your mind while you drool milk onto your keyboard...
        • 6 Years Ago
        YEAH!! We can't let the crooked gubment get involved in solving the issues that these corporations have inflicted upon themselves, and our economy.

        Better to let private enterprise take over so that they can make sure that they milk everyone involved for as much profit as possible.

        It's the Mer'can way, right?
        • 6 Years Ago
        Letting the "gubment" solve the issues? Most of the issues exist because the "gubment":

        1) Didn't want to act. Sub-prime mortgages? The government was all for them - after all, how else are people too poor to afford a mortgage going to buy a house?

        2) Was too stupid to act - the government kills the Glass-Stegall Act and banks are now free to come up with all sorts of complicated and arguably harebrained securities that no one - especially "gubment" - can understand, let alone regulate.

        3) Was bought off. As an aside, has Obama given back the $101K AIG gave him?

        IOW, the same "gubment" that was an UTTER failure at regulating the economy is somehow now competent to own it and run it? I don't think so.
      • 6 Years Ago
      Wow. We elect a socialist marxist President and the world economy just happens to crash, swine flu happens to break out, and the government just happens to be taking over one of the biggest corporations in the world.

      Wake up you idiots!!!

      And, on the 6th day, he took over the auto industry.

      But lets just keep ignoring what Obama is really doing because after all, he is the savior!
      • 6 Years Ago
      Does this mean the UAW would have a controlling interest in GM?!?
        • 6 Years Ago
        I'm sure they wished it was that way.... If you let them write history,
        they had NOTHING to do with the downfall of any domestic.
        • 6 Years Ago
        havent they always????
        • 6 Years Ago
        Maybe that will change the way UAW look at business...
        ( I doubt it)
        They are paid if they make money; they don't make money they get cuts in pay/benefits.

        Ohhh wait... that's the way 80+% of businesses work
      • 6 Years Ago
      Gee, who have been saying this for a LONG, LONG time.

      Government giving loans is a HORRIBLE idea, and there is a reason that Government is not a BANK.

      But now they are. They are converting TARP to Equity. Now they are turning AIG, GE, and other companies INTO "banks" so that they can get approved funding through TARP, and other channels.

      But now they are a car maker, too. They are converting auto-company bail-outs to Equity, too...

      Gee, power hungry government lending money, then seizing control, who would have thunk it?...

      This has happened before. It has never ended well.

        • 6 Years Ago

        This isn't paranoia, it is NEWS. Read the headlines. It isn't a figment, it is HAPPENING.

        I am not making it up, nor am I doing these things. Wake up, idiot.
      • 6 Years Ago
      This is not the first time GM has been on the brink.

      "Welcome to September 1910, when the bankers revolted against Billy Durant's General Motors. Ten years later, GM would be back in the same financial mess as in 1910—too many divisions, too few making a profit, and doubts publicly raised as to whether the company could ever recover from a short period in history where they almost failed twice."

      "Billy Durant, GM's ousted CEO, went off to start two more car companies, Little and Chevrolet. The Chevrolet was a flop, but the Little automobiles weren't, so Durant switched the nameplates and Chevrolet as we know it was born."


      Just like Rick Wagoner, Fritz Henderson is not moving as fast or as hard as he should. Saturn, Saab and Hummer should all be gone by the end of this month...not by the end of the year!
      Opel/Vauxhall, Holden, Daewoo, Pontiac and GMC must be shed by the June 1st deadline.

      BPG is history and all its dealers should be shuttered by June 1st also. Buick should migrate over to Cadillac-Chevrolet. There may be 'some' room to bring GMC there also, but I rather doubt it. That should bring the dealership numbers down considerably, and since there will be no new product development for Pontiac/GMC that must be considered also.

      I know there will be a lot of crying, but there is now only ONE solution to keeping GM alive at this point. So, keep a stiff upper lip and let's get the job done quickly. GM can't wait until the end of the year for things to get better. Damn the torpedos! Full steam ahead!
        • 6 Years Ago
        Even with a Chapter 11 filing, they still can not, as an absolute matter of law, kill off Saturn & Hummer within a month, no matter how much free market (bullsh*t) sense it makes. Bankruptcy laws are very specific, and despite the fact that they can over rule the individual states franchise laws, and and every dealer or dealer group is allowed to make motions for a hearing. Just those motions alone, even in an "expedited" bankruptcy, take MONTHS, and that's before they actually hold a f**king hearing.
        • 6 Years Ago
        You can not shutter a group of dealers by June 1, no matter how much that move is need. Outside of the bankruptcy, the states franchise laws rule, and within bankruptcy, every and anybody who wants a hearing can make a motion to get a hearing. Just scheduling those motions will take months, and if hearings are granted, that will draw it out for months.
      • 6 Years Ago
      hope this racist company along with the greedy people who work in it go bankrupt and rot in jail like Madoff.
      • 6 Years Ago
      ya i think they should sell pontiac as Chevy models.
      • 6 Years Ago
      I'm confused. The Feds are getting more than 50% of GM stock under this plan. They Feds and UAW combined are getting 89%. The bondholders are getting 10% more. But where are all those shares they are giving out coming from?

      Are they just printing more shares, therefore deflating the value of the pre-existing shares? If I owned 1% of GM yesterday by owning 1% of their stock, do I now own one one-hundreth of one percent? Since the Feds, UAW, and bondholders are getting 99% will current stockholders will be splitting up the remaining 1%?
        • 6 Years Ago
        GM is just creating more shares. Not much of a boon for existing shareholders.
      • 6 Years Ago
      ya i agree.
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