EX-99 4 exhibit3.htm EXHIBIT 3

Exhibit 3

GREENLIGHT'S ORIGINAL TERM SHEET PROVIDED TO GM:

SUMMARY OF TERMS FOR
DIVIDEND SHARES OF
GENERAL MOTORS CO M PANY

The f o llow ing is a sum mary of ter ms and condi t ions for t he i ssuance of shares of the D i v i dend Shar es.

Issuer: | Gener al Mot o rs Company (NYSE:G M) (the “Issuer”).
Issue: | D i v idend Sha re Common S tock (t he “Di vi dend Shares”).
Issuance: | One D i v idend Share to be i ssued v ia di v idend for each share of ex i s t ing C o m mon Stock (the “C api tal Appr ec iat ion Sha res”). The Cap i tal App rec i a ti on Sha res w i ll have the same ri ghts and pr i v ileges as the cur r ently outstand ing shares of Com mon Stock and may pay di v idends as descr ibed be low.
| D i v idend Shares are com mon s tock (not pr e f e rr ed), and t he board of d i rectors of the Issuer (the “B oard”) wi ll owe i ts fi duc iary du ti es to hol ders of both t he Cap i t al Apprec i a tion Shares and t he D i v idend Shares.
V oting: | Except to the extent r equi red by Delaware law or as set f o rth be low, the Capi t al Apprec i a tion Shar es and Di v idend Shar es w i ll vote together as a s ing le class on all matters s ubm itted to s t ockholder s. When voting together w ith the Cap i t al Apprec i a tion Sha r e s, each D i v idend Share w i ll poss e ss 1/10 of a vote per share, and each Cap i tal App rec i a t ion Share wi ll cont inue to have one vote per shar e.
D ivi dends: | The D i v idend Shar es sha ll be ent i t led to a quar ter ly di v idend, payable in ca s h, when and if dec lared by the Board, in an amount equal to $0.38 (the “D i v idend Share Divi dend”). Wh i le an agg regate amount equal to at least the D i v idend Share D i v idend f or each quar ter si nce the issuance of the D i v idend Sha r es has not been paid in respect of each D i v idend Share, no di v i dends or d is t r ibut ions may be paid in respect of Cap i tal Apprec i a ti on Shar e s, and t he I ssuer may not conduct any dis c r e tionary repu rchase of Capi t al Appr eci a t ion Shares (other than as r equi r ed purs uant to t he t e r ms of any bona fide employee bene f it pl an). If di v idends on t he D i v idend Sha res are cu rr ent, the Boa rd may declare and pay di v idends or make opt ional r epur chases in r espect of Cap i tal App rec i a ti on Shar e s. In addi t ion, in t he exerci se of i ts fi duciary dut ies, the B oard may make optional repurchases of D i v idend Sha res.

C hange of Con tr o l: | In connection w ith a Change of Cont rol, the D i v idend Sha res w i ll vote as a sepa rate cl a ss to app rove such Change of Cont r ol and the cons iderat ion of fered to the D i v i dend Sha r es in connect ion the rewi th.
| “C hange of Con tr o l” means an occu rr ence where the Issuer (or any of i ts subs idiar ies) s e ll, convey, li cens e, l ease or othe r w ise di spose of a ll or subs tan ti a lly a ll of the assets or bus iness of t he Issuer and i ts subs idiar ies (taken as a whol e) or mer ge w ith or into or cons o li date w i th any other co rpo rat ion, l i m it ed li abi l i ty company or other enti ty (ot her t han a who l ly-owned subs idiary of t he Issuer), or t here is any tr ansac tion or ser i es of r e l a ted tr ansact ions in which in excess of 50% of t he Issuer’s ou t s tand ing voting secur i ti es are tr ansfer red to one pers on or g roup of per sons, in each case, to t he ex tent that such occur rence or tran sac t ion is subm i t ted to stockholder s.
Liqui dat ion: | Upon a liqu ida t ion (o ther than a Change of Cont rol) of the I ssuer, pay ment w ill be made equally (on a per share basis) to the Cap i tal Apprec i a ti on Shares and the D i v idend Sha r e s. To account for these pay ments be i ng made on a per share ba s i s, the D i v idend Shar es w i ll be sub j ect to ad just ment as det e r m ined by the Board in the exer c ise of i ts f iduc i ary duties f or st ock spl i ts, co mbinations, sha re di v i dends and other si m il ar t ransac ti ons.
Lis t ing: | The Capi t al Appreciat ion Shar es w i ll cont inue to be l i s ted on the NYSE and T S X, and t he D i v idend Sha res w i ll be l i s ted on t he NYSE.
R egi s tr a tion: | Whi le the D i v idend Shares wi ll be i s sued pur suant to an exemption from reg is t r a tion under the Secu r i ti es A ct of 1933, they wi ll be reg i s tered purs uant to the Secur i t i es Exchange Act of 1934.
N on-B ind ing: | E xcept w i th respect to this prov i s ion, this Term Sheet is i n tended so l e ly as an out l ine of gene ral ter ms and as the bas is for f urt her d iscuss ion. It is not i n tended to be, and does not cons t it u te, a legal ly bind ing ob liga t ion or comm it ment on behalf of any pers on. Th is Term Sheet does not create and is not i n tended to crea te a duty to nego ti a te, in good f a ith or o ther w is e, towar ds a binding con tr act and may not be rel ied upon as t he ba s is for a cont r act by es toppel or o the r w i se. This Term Sheet may be w ithd rawn at any t i me for any reason or no r eason. No lega l ly bind ing ob l igat ion or comm it ment wi ll be c reated, i m p l ied or i n f e rr ed hereby. This Term Sheet does not con s t it u te an of f er to sell or a s o l ici tat ion of an of fer to buy securi t ies.

TERM SHEET GM PURPORTEDLY PRESENTED TO THE CREDIT RATING AGENCIES:

STRICTLY CONFIDENTIAL

S UMMARY OF PROPOSED TERMS AND CONDITIONS FOR A POTENTIAL DISTRIBUTION OF DIVIDEND SHARE COMMON STOCK

Issu er | Gene r al Motors Company (NY SE: GM) (the “Iss u er”).
Issue | Dividend Share Common Stock (the “Dividend Shares”).
Issuan ce | One Dividend Share to be issued via dividend for each share of e xisting Common Stock (the “Capit al Appreciation Sha r es”). The Capit al Appr e ciation Shares will have the sa me rights and privile g es as the currently outst anding shares of Common Stock, but upon issuance of the Dividend Shares, the Compa ny would c ease pa ying dividends on the Capit al Appr eciation Shares for the for eseeable future. Dividend Shares are common stock, and the board of directors of the Issuer (the “Board”) will be elec t ed by and will owe its fiduciary duti es to holders of both the Capital Apprec i ation Shares and the Dividend Shares.
Voting | Ex cept to the e xtent required by Delaw a re law or as set forth below, the Capit al Appreciation Sha r es and Dividend Shares will vote together as a sing le class on all matt ers submitt ed to stockholders. When voting together w ith the Capit al Appreciation Shares, each Dividend Share will possess 1/10 of a vote per sha r e, and ea ch Capital Appr e ciation Share will continue to have one vote per sha r e.
Divid e nds | The Dividend Shares sh all be entitl ed to a quarterly dividend, pa y able in cash, when and if d eclar ed by the Board, in an amount equal to $0.38 per sha re (the “Dividend Share Dividend”). While an agg re g ate amount equal to at l east the Dividend Share Dividend for each qu arter since the issuance of the Dividend Shares has not b een paid in r espect of e ach Dividend Share, no dividends or distributions may be p aid in r espect of Capital Appr eciation Shares, and the Issuer may not conduct any discretiona ry repur cha se of Capit al Appreciation Shares (other th an as r equired pursuant to the terms of a ny bona fide empl o y ee b enefit plan). If dividends on the Dividend Shares are c urrent, t he Board may de clare and pay dividends or make optional repur chases in r espect of C apit al Apprec i ation Shares. In addition, in the e x ercise of its fiduciary duti es, the Board may make optional repurc h ases of Dividend Shares.

Change of Control | In connection with a Change of Control, the Dividend Shares will vote as a separate class to approve such Change of Control and the consideration offe r ed to the Dividend Shares in connection therewith. “Change of Control” means an occ urre n ce wh e re the Issu er (or a ny of its subsidi aries) sell, conve y, li cense, lease or otherwise disp ose of all or subst anti ally all of the a ssets or business of the Issuer and its subsidiaries (taken as a whole) or me rge with or into or consolidate with a ny other corporation, limited li ability comp a ny or other enti ty (other than a wholl y-owned subsidia ry of the Issuer), or there is a ny trans action or se ries of related transactions in which in e x cess of 50% of the Issuer’s outst anding voti ng securities are transfer red to one person or group of persons, in e a ch c ase, to the e xtent that such occur r ence or transaction is submitted to stockholders.
Liqu i dation 1 | Upon a liquidation (other than a Cha n ge of Control) of the Issuer, pa ym e nt will be m ade equ ally (on a per sha re basis) to the Capit al Appreciation Shares and the Dividend Share s, with holders of the Dividend Shares r eceivi ng di vidends in arr e ars (i.e., a ccrued but unpaid dividends on the Dividend Share s) in preference to the holders of Capit al Apprec i ation Share s. To a ccount for these pa yments being m ade on a p er share basis, the Dividend Shares will be subject to adjustment as determined by the Board in the e x ercise of its fiduciary duti es for stock splits, c ombinations, share dividends and other simil ar transactions.
Rankin g 1 | The Dividend Shares will rank equally amon gst t h emselves in all respe cts and rank senior to the Capit al Appreciation Sha r es with respect to dividend ri g h ts and rank pari passu with any class or series of stock or other equity sec urities that is not express ly made senior or subordin ated to the Dividend Shares as to the pa y m ent of distributions. The Dividend Shares will rank junior to the Issuer’s existing and future indebtedness (and junior to any class or series of stock or equity s ecurities, including pref e rred shares, e xpressly m ade senior to t he Dividend Shares).
Restrictions on Issuan ces of Other Share Classes | None
Conversion Rights | None
Re de m ption Rights | No special r edemption rights.
P r e e m ptive Rights | No special pr eemptive r i ghts would att ach to the Dividend Shares.

1 Follo w i ng clarify i ng call w ith Sch ulte R o th on Feb 13, 20 17, co n fir med in s u b seq u e nt dis c u s sio ns w ith RAs that paym e nt of d i viden ds in arrears to Dividend S hares in liq uidatio n, or lack thereo f, w ould not c han ge credit rating j u dg m e nt.

F inan cial or Other Cove nants | None
Listing | The Capit al Appr e ciation Shares will continue to be listed on the NY SE and such other e x cha n g es as they m ay currently be listed, and the Dividend Shares will be listed on the NY SE.
Registration | While the Dividend S h ares will be issued pursuant to an e x emption from registration under the Se curities Act of 1933, they will be r e gist ered pursuant to the Securities Ex change Act of 1934.

ANNOTATED COMPARISON OF THE GREENLIGHT AND GM TERM SHEETS: