General Motors Announces Refinancing Transactions

DETROIT--Sept. 23, 2013: General Motors Co. announced today it has reached an agreement to repurchase 120 million shares of its Series A Preferred Stock from the UAW Retiree Medical Benefits Trust (UAW VEBA) for a total cash consideration of approximately $3.2 billion or $27 per share.

The agreement is contingent upon the closing of an offering by GM of senior unsecured notes on or before Sept. 30, 2013. Accordingly, GM also announced today that it has launched an offering of senior unsecured notes in five, 10 and 30-year tenors. The net proceeds of the offering will be used for general corporate purposes including the repurchase of Series A Preferred Stock from UAW VEBA.

UAW VEBA currently holds 260 million shares of Series A Preferred Stock, with an additional 16 million shares held by Canada Holdings. The shares have a liquidation preference of $25 per share and accrue cumulative dividends at a rate equal to 9 percent annually.

In association with the purchase of Series A Preferred Stock, GM expects to record a charge of approximately $0.8 billion in the third quarter, which will be treated as a special item.

The notes have not been registered under the Securities Act of 1933 and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except to (a) qualified institutional buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A and (b) persons in offshore transactions in reliance on Regulation S.

The press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. The offer will be made only by means of a confidential offering memorandum.