SEC Comment Letter for General Motors Co (GM) (CIK 0001467858) (GM) — Nov 2, 2010
General Motors Co (GM) (CIK 0001467858)
Date: Nov. 2, 2010 · CIK: 0001467858 · Accession: 0000000000-10-064908
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-168919
Letter
November 1, 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. 4 to the Registration Statement on Form S-1 Filed October 29, 2010 File No. 333-168919
Dear Mr. Cyprus:
We have reviewed your amended filing and have the following additional comments. Please note that page references refer to the ma rked version of your filing provided by counsel. Management’s Discussion and Analysis, page 42
Net Liquid Assets (Debt), page 125
1. We note the recently announced capital struct ure actions described on pages 7 and 8. Please tell us what consideration you gave to reflecting the pro forma effects of these actions on the amounts shown in the table at the bottom of page 125. This comment also applies to the table, which summari zes your global liquidity, on page 114. Contractual Obligations and Other Long-Term Liabilities, page 131
2. In the first paragraph on page 132, you indica te that you have adjusted the table of contractual obligations for certain recently a nnounced capital structure actions. Please clarify how you adjusted amounts set forth in this table. Based on your disclosure in footnote (g) to the table, which states that amounts in the table exclude the purchase of the Series A Preferred Stock held by the UST for a price equal to 102% of their $2.1 billion aggregate liquidation amount and the voluntary cash contribution to your hourly and salaried pension plans of $4.0 billion, it appears you made no adjustments to amounts set forth in this table.
Nick S. Cyprus General Motors Company November 1, 2010 Page 2 Exhibit Index
3. We note you have removed former Exhibits 10.3 (Amended and Restated Secured Note Agreement) and 10.4 (Assignment and Assumption Agreement and Third Amendment to Amended and Restated Secured Note Agreement) from the exhibit index. Please tell us why you believe it is appropriate to remove these exhibits fr om the index or include them with your next amendment. Refer to It em 601(b)(10)(i) of Regulation S-K.
You may contact Juan Migone at (202) 551-3312, or Davi d R. Humphrey, Accounting Branch Chief, at (202) 551-3211, if you have que stions regarding comments on the financial statements and related matters. Please contact J. Nolan McWilliams 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
A s s i s t a n t D i r e c t o r cc: Via facsimile (202) 661-4986
William L. Tolbert, Jr., Esq.
Jenner & Block LLP
Show Raw Text
November 1, 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. 4 to the Registration Statement on Form S-1 Filed October 29, 2010
File No. 333-168919
Dear Mr. Cyprus:
We have reviewed your amended filing and have the following additional comments.
Please note that page references refer to the ma rked version of your filing provided by counsel.
Management’s Discussion and Analysis, page 42
Net Liquid Assets (Debt), page 125
1. We note the recently announced capital struct ure actions described on pages 7 and 8.
Please tell us what consideration you gave to reflecting the pro forma effects of these
actions on the amounts shown in the table at the bottom of page 125. This comment also
applies to the table, which summari zes your global liquidity, on page 114.
Contractual Obligations and Other Long-Term Liabilities, page 131
2. In the first paragraph on page 132, you indica te that you have adjusted the table of
contractual obligations for certain recently a nnounced capital structure actions. Please
clarify how you adjusted amounts set forth in this table. Based on your disclosure in
footnote (g) to the table, which states that amounts in the table exclude the purchase of
the Series A Preferred Stock held by the UST for a price equal to 102% of their $2.1
billion aggregate liquidation amount and the voluntary cash contribution to your hourly
and salaried pension plans of $4.0 billion, it appears you made no adjustments to amounts
set forth in this table.
Nick S. Cyprus
General Motors Company November 1, 2010 Page 2
Exhibit Index
3. We note you have removed former Exhibits 10.3 (Amended and Restated Secured Note
Agreement) and 10.4 (Assignment and Assumption Agreement and Third Amendment to Amended and Restated Secured Note Agreement) from the exhibit index. Please tell us
why you believe it is appropriate to remove these exhibits fr om the index or include them
with your next amendment. Refer to It em 601(b)(10)(i) of Regulation S-K.
You may contact Juan Migone at (202) 551-3312, or Davi d R. Humphrey, Accounting
Branch Chief, at (202) 551-3211, if you have que stions regarding comments on the financial
statements and related matters. Please contact J. Nolan McWilliams 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
A s s i s t a n t D i r e c t o r cc: Via facsimile (202) 661-4986
William L. Tolbert, Jr., Esq.
Jenner & Block LLP