8-KMaterial AgreementsOther EventsExhibits & Filings

General Motors Co 8-K Report, Material Agreement (Oct 23, 2009)

Filed October 23, 2009For Securities:GM

Summary

General Motors Company (GM) filed an 8-K on October 23, 2009, detailing a significant corporate holding company reorganization completed on October 19, 2009. This restructuring involved the creation of a new Delaware corporation, also named General Motors Company ('HoldCo'), which now serves as the parent entity. Existing shares of the former General Motors Company ('Prior GM') were exchanged on a one-for-one basis for shares in HoldCo, maintaining the same economic terms and proportional ownership interests. This move is designed to enhance financial and organizational flexibility for the company. The reorganization established a new structure where HoldCo's primary asset is a 100% ownership in General Motors Holdings LLC ('Intermediate HoldCo'). Prior GM was converted into a limited liability company, General Motors LLC, and became a subsidiary of Intermediate HoldCo. Key agreements, including those related to warrants originally issued in connection with the acquisition of Motors Liquidation Company assets, and the Stockholders Agreement with the U.S. Treasury, New VEBA, and Canada Holdings, were amended to reflect the new corporate structure, with warrants now exercisable for HoldCo common stock. The company emphasized that Prior GM continues to employ all U.S.-based personnel and operate the U.S. automotive business.

Key Highlights

  • 1General Motors Company completed a significant holding company reorganization, establishing a new parent entity ('HoldCo') while maintaining existing shareholder equity.
  • 2The reorganization aims to provide greater financial and organizational flexibility for the company.
  • 3The prior General Motors Company ('Prior GM') was converted into a limited liability company and is now a subsidiary of a newly formed intermediate holding company.
  • 4Key agreements, including those with the U.S. Treasury and the New VEBA, were amended to reflect the new corporate structure, with warrants now exercisable for the new parent company's stock.
  • 5The company confirmed that all U.S.-based employees and the U.S. automotive business operations remain with the converted Prior GM entity.
  • 6The board of directors and officers of the new parent company are the same individuals who held those positions at Prior GM.

Frequently Asked Questions

The primary purpose of the reorganization was to establish a new holding company structure intended to provide General Motors with greater financial and organizational flexibility.

Existing shareholders of the former General Motors Company ('Prior GM') exchanged their shares on a one-for-one basis for shares in the new parent company ('HoldCo'). The new shares carry the same economic terms and represent the same proportional interest in the company as the original shares.

A new Delaware corporation, General Motors Company ('HoldCo'), was formed as the parent company. Its primary asset is a 100% ownership in General Motors Holdings LLC ('Intermediate HoldCo'). The former General Motors Company ('Prior GM') was converted into a limited liability company and is now a direct wholly-owned subsidiary of Intermediate HoldCo.

No, the filing states that the former General Motors Company ('Prior GM') continues to employ all U.S.-based personnel and operate the U.S. automotive business. The operational structure and workforce are not directly impacted by the holding company reorganization itself.