General Motors commences $13 billion public offering

General Motors Company on November 3 announced it has commenced a public offering.

The offering will consist of 365 million shares of common stock to be sold by certain of its stockholders. The company will also issue 60 million shares of its Series B mandatory convertible junior preferred stock with a liquidation amount of $50 per share.

The estimated price range for the offering of common stock is $26.00 to $29.00 per share

Unless converted earlier at the option of the holder, each share of the Series B preferred stock will automatically convert on the mandatory conversion date, which is expected to be three years from the original issue date. The conversion provisions depend on the applicable market value of the company's common stock, and are subject to certain anti-dilution adjustments.

The underwriters have the option to purchase from the selling stockholders up to an additional 54.75 million shares of common stock and from the company an additional 9 million shares of Series B preferred stock, on the same terms and conditions, to cover over-allotments, if any.

Morgan Stanley and J.P. Morgan (representatives of the underwriters), BofA Merrill Lynch, Citi, Goldman, Sachs & Co., Barclays Capital, Credit Suisse, Deutsche Bank Securities and RBC Capital Markets will be the joint book-running managers for the offering. Copies of the preliminary prospectus relating to the offering may be obtained for free, by visiting the SEC website at http://www.sec.gov. Alternatively, you may obtain a copy of the preliminary prospectus, by contacting:

• Morgan Stanley & Co. Incorporated, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, telephone 866-718-1649, or by sending e-mail to prospectus@morganstanley.com   
• J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone 866-803-9204

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.