General Motors Company · NYSE:GM
General Motors — Merger or Acquisition (October 2001)
13 slides from General Motors's merger presentation, October 2001
Slide 1: Hughes / EchoStar Merger
NY0004TA Hughes / EchoStar Merger Presentation to GM Automotive Analysts October 2001
Slide 2: Safe Harbor
NY0004TA Safe Harbor This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward- looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to be materia
Slide 3: Transaction Summary
NY0004TA Transaction Summary • Transaction involves spin-off of Hughes immediately followed by a Hughes/EchoStar merger • Just prior to the spin-off, Hughes remits $4.2 billion of cash to GM to redeem $4.2 billion of GM’s economic interest in Hughes • GM executes tax-free spin-off of Hughes – Class
Slide 4: GM's Economic Interest
NY0004TA GM’s Economic Interest • GM would re-deploy its $7.8 billion (1) economic interest in Hughes as follows: Cash $4.2 billion $6.0 billion Liquidity Debt for Equity Exchange $7.8 billion (1) $1.8 billion (1) Stock retained or distributed $1.8 billion (1) $7.8 billion (1) Assumes an implied GM
Slide 5: Pro Forma Economic Ownership
NY0004TA Pro Forma Economic Ownership Class H EchoStar Public Shareholders Shareholders 53% 18% Merged Company (EchoStar) 11% 18% GM $1-2/3 Charles Shareholders Ergen Note: Assumes $4.2 billion redemption by GM at an illustrative price of $18.44 based upon the implied deal value. Does not include th
Slide 6: Financing Summary
NY0004TA Financing Summary • Transaction expected to require $5.5 billion in funding – Financing to be secured from debt and equity markets – Financing backstopped by $2.75 billion bridge commitment from Deutsche Bank & $2.75 billion bridge from GM > GM commitment expected to be replaced with fundin
Slide 7: Regulatory Risk / Downside Protection
NY0004TA Regulatory Risk / Downside Protection • Confident that antitrust and FCC clearance will be obtained based on substantial consumer benefits guaranteed by this business combination • If merger does not receive regulatory approval – EchoStar would pay Hughes $600M in “reverse break-up fees” –
Slide 8: Benefits of EchoStar Partnership
NY0004TA Benefits of EchoStar Partnership • Creates nation’s largest multi-channel competitor to cable companies • Opportunity to derive significant synergies to substantially increase value of combined entity • Transaction offers 20% premium to GMH shareholders – Equivalent premium to be realized b
Slide 9: Benefits to General Motors & $1-2/3 Stockholders
NY0004TA Benefits to General Motors & $1-2/3 Stockholders • Transaction to be executed on a tax-free basis • Improved cash / liquidity – $4.2 billion in cash – $1.8 billion - debt for equity exchange • Retained equity interest in Merged Company of about 11% before GM debt-equity exchange – About 5%
Slide 10: Next Steps / Timing
NY0004TA Next Steps / Timing • Execution of Definitive Agreements Completed • GM $1-2/3 and GMH Shareholder Approval 4-6 Months • Secure Tax-Free Ruling 5-7 Months • Receive Regulatory Clearances 9-12 Months – Antitrust and FCC • Close Transaction 9-12 Months Page 9
Slide 11: Safe Harbor
NY0004TA Safe Harbor Materials included in this filing contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results
Slide 12: Safe Harbor
NY0004TA Safe Harbor In connection with the proposed transactions, General Motors, Hughes and EchoStar intend to file relevant materials with the Securities and Exchange Commission, including one or more Registration Statement(s) on Form S-4 that contain a prospectus and proxy/consent solicitation s
Slide 13: Safe Harbor
NY0004TA Safe Harbor Mr. Devine beneficially owns 139,204.80 GM $1-2/3 shares and 27,177 GM Class H shares. Mr. Shaw beneficially owns 3,604 GM $1-2/3 shares and 1,415,915 GM Class H shares. Ms. Austin beneficially owns 2,804 GM $1-2/3 shares and 860,454 GM Class H shares. Mr. Hartenstein beneficial
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