General Motors Completes US$23.1B IPO

On November 23, 2010, General Motors Corporation (“GM”) completed concurrent public offerings of US$15.8 billion of GM common stock by the U.S. Department of the Treasury, Canadian Crown corporation Canada GEN Investment Corporation (in consultation with the Governments of Canada and Ontario) and a UAW VEBA (Employee Benefit) trust and US$4.4 billion of Series B mandatory convertible junior preferred stock issued by GM.

On November 26, 2010, the underwriters exercised the over-allotment option to purchase additional shares of common stock from the selling stockholders, for a total of US$2.4 billion, and additional shares of Series B mandatory convertible junior preferred stock from GM, for a total of US$650 million, bringing the total offering size to US$23.1 billion and making it the world's largest IPO to date.

In the United States, the offering was underwritten by a syndicate led by Morgan Stanley & Co. Incorporated and J.P. Morgan Securities LLC. In Canada, the offering was underwritten by a syndicate led by Morgan Stanley Canada Limited and J.P. Morgan Securities Canada Inc.

GM was represented internally by a team that included Michael Millikin and Robert Shrosbree in Detroit and Neil Macdonald and Christina Cuthbert in Oshawa, and in the United States by Jenner & Block LLP with a team that primarily included Joseph Gromacki, William Tolbert, Brian Boch, Jeffrey Shuman and Ian Bushner. GM was represented in Canada by Osler, Hoskin & Harcourt LLP with a team that primarily included Steven Smith, Heather McKean, Natalie Munroe, Derek Van Doorn and Kathryn Houlden.

The U.S. Department of the Treasury was represented internally by a team that included Timothy Massad, Mara McNeill and Ian Lampl and in the United States by Simpson Thacher & Bartlett LLP with a team that primarily included Andrew Keller and Jiyoung Sohn.

Torys LLP represented Canada GEN Investment Corporation in Canada with a team that primarily included Patrice Walch-Watson, Aaron Emes, Thomas Yeo and Andrew Prodanyk. In the US, Canada GEN Investment was represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that primarily included Edwin Maynard, Andrew Foley, Matthew Abbott, Peter Wright, Benjamin Aronovitch and Ruth Wahl (corporate) and David Sicular and John Hynes (tax). The Government of Canada was represented internally by Rhonda Lazarus (Department of Justice, Finance), Pierre Legault and Anne Boudreau (Department of Justice, Industry), with assistance provided by McKenna Long & Aldridge LLP on United States matters with a team that primarily included Christopher Graham and Ann-Marie McGaughey, and on Canadian matters by Cassels Brock & Blackwell LLP with a team that primarily included Michael Weinczok, Heather Zordel and Norman Findlay. The Government of Ontario was represented internally by a team that included James Sinclair and Mark Warner, and in the United States by Shearman & Sterling LLP with a team led by Jason Lehner and Hugo Sin. The Government of Ontario was represented in Canada by Goodmans LLP with a team that included Stephen Halperin, Brenda Gosselin and Gale Rubenstein.

The underwriters were represented in the United States by Davis Polk & Wardwell LLP with a team that primarily included Richard Drucker, Sarah Beshar, Tabea Hsi, Shanelle van der Berg and Adam Gelardi (corporate); John Brandow and Eric Wang (equity derivatives) and Robert Colby and Lanny Schwartz (regulatory); and in Canada by Stikeman Elliott LLP with a team that primarily included James Davis, Mihkel Voore, Sean Vanderpol and Jonah Mann.