SEC Comment Letter for General Motors Co (GM) (CIK 0001467858) (GM) — Oct 29, 2010
General Motors Co (GM) (CIK 0001467858)
Date: Oct. 29, 2010 · CIK: 0001467858 · Accession: 0000000000-10-064213
AI Filing Summary & Sentiment
Reasoning
Referenced dates: October 20, 2010
Letter
Re: General Motors Company Amendment No. 3 to the Registration Statement on Form S -1 Filed October 25, 2010 File No. 333 -168919 Dear Mr. Cyprus :
October 28, 2010
VIA U.S. MAIL
Nick S. Cyprus Vice President, Controller and Chief Accounting Officer General Motors Company 300 Renaissance Center Detroit, MI 48265- 3000
We have reviewed your response to our letter dated October 20, 2010 and have the following additional comments. Please note that page references refer to the marked version of your filing provided by counsel.
Audited Consolidated Financial Statements Notes to Consolidated Financial Statements Note 2. Chapter 11 Proceedings and the 363 Sale, page F -11 Preferred Stock, page F -16 1. In your response to prior comments 23 and 24, you stated your intention to include disclosures in a future amendment showing the pro forma effects of the agreement to purchase the $2.1 billion face amount of Series A Preferred Stock held by the UST. In this regard, please tell us whether or not such disclosures will be included in order to comply with Article 11 of Regulation S -X. Also, tell us what consideration you gave to disclosin g the pro forma effects of any other events or transactions that are probable, or have occurred during the most recent fiscal year (and not reflected in your audited financial statements for the full fiscal year) or subsequent interim period, and for which disclosing pro forma information would be material to investors. See Rule 11- 01(a) of Regulation S -X.
Nick S. Cyprus General Motors Company October 28, 2010 Page 2
Exhibit 5.1 2. Refer to opinion (3). The assumption that a sufficient number of shares of common stock will be available at the time of issuance is inap propriate. Please have counsel revise accordingly.
3. Refer to the third sentence of the last paragraph on page 2. The legality opinion should speak as of the date of effectiveness. Please have counsel revise accordingly or confirm that you will refile the opinion on the date of effectiveness. You may contact Juan Migone at (202) 551- 3312, or David R. Humphrey, A ccounting Branch Chief, at (202) 551- 3211, if you have questions regarding comments on the financial statements and related matters. Please contact J. Nolan M cWilliams at (202) 551 -3217, Justin T. Dobbie, Special Counsel, at (202) 551- 3469, or me at (202) 551-3750 with any other questions.
Sincerely,
Max A. Webb
Assistant Director
Show Raw Text
October 28, 2010
VIA U.S. MAIL
Nick S. Cyprus
Vice President, Controller and Chief Accounting Officer
General Motors Company
300 Renaissance Center
Detroit, MI 48265- 3000
Re: General Motors Company Amendment No. 3 to the Registration Statement on Form S -1
Filed October 25, 2010
File No. 333 -168919
Dear Mr. Cyprus :
We have reviewed your response to our letter dated October 20, 2010 and have the
following additional comments. Please note that page references refer to the marked version of your filing provided by counsel.
Audited Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 2. Chapter 11 Proceedings and the 363 Sale, page F -11
Preferred Stock, page F -16
1. In your response to prior comments 23 and 24, you stated your intention to include
disclosures in a future amendment showing the pro forma effects of the agreement to purchase the $2.1 billion face amount of Series A Preferred Stock held by the UST. In this regard, please tell us whether or not such disclosures will be included in order to comply with Article 11 of Regulation S -X. Also, tell us what consideration you gave to
disclosin g the pro forma effects of any other events or transactions that are probable, or
have occurred during the most recent fiscal year (and not reflected in your audited financial statements for the full fiscal year) or subsequent interim period, and for which disclosing pro forma information would be material to investors. See Rule 11- 01(a) of
Regulation S -X.
Nick S. Cyprus
General Motors Company
October 28, 2010
Page 2
Exhibit 5.1
2. Refer to opinion (3). The assumption that a sufficient number of shares of common stock
will be available at the time of issuance is inap propriate. Please have counsel revise
accordingly.
3. Refer to the third sentence of the last paragraph on page 2. The legality opinion should
speak as of the date of effectiveness. Please have counsel revise accordingly or confirm
that you will refile the opinion on the date of effectiveness. You may contact Juan Migone at (202) 551- 3312, or David R. Humphrey, A ccounting
Branch Chief, at (202) 551- 3211, if you have questions regarding comments on the financial
statements and related matters. Please contact J. Nolan M cWilliams at (202) 551 -3217, Justin T.
Dobbie, Special Counsel, at (202) 551- 3469, or me at (202) 551-3750 with any other questions.
Sincerely,
Max A. Webb
Assistant Director
cc: Via facsimile (202) 661- 4986
William L. Tolbert, Jr., Esq.
Jenner & Block LLP