General Motors Company · NYSE:GM
General Motors — Merger or Acquisition (October 2001)
31 slides from General Motors's merger presentation, October 2001
Slide 1: A Powerful Combination
A POWERFUL COMBINATION
Slide 2: Safe Harbor
Safe Harbor Materials included in this filing contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to be ma
Slide 3: A Powerful Combination
A POWERFUL COMBINATION
Slide 4: R. Wagoner, CEO and President, General Motors
R. Wagoner CEO and President, General Motors
Slide 5: A Powerful Combination
A Powerful Combination ? Win / Win / Win transaction for all shareholders ? Creates strong competitor to cable ? Substantial benefits to consumers ? Full support from GM and Hughes management teams
Slide 6: What's In It For Shareholders?
What’s In It For Shareholders? GMH Shareholders GM $1 2/3 Shareholders ?Significant premium ? ?Improved liquidity ? (20% at 10/26 prices) ?Equity in a growth ? ?Excellent partner with ? company proven track record ?Tax-free transaction ? ?Sufficient capital to ? ?Management focus on ? grow the busin
Slide 7: Opening Remarks
Opening Remarks J. Shaw CEO, Hughes
Slide 8: A Powerful Combination
A POWERFUL COMBINATION
Slide 9: Hughes
HUGHES E. Hartenstein Chairman and CEO, DirecTV
Slide 10: Hughes business overview
100% 100% 75% 75% 100% 100% 81% 81% Hughes Hughes Network Network Services Services Latin America $5.5--5.6B Revenues $0.7B Revenues $5.5 $1.3B Revenues $0.9B Revenues 8.7M Owned- Owned -and and-- 1.6M Subscribers Satellite Publicly Traded Operated Broadband ($3.4B Market Cap) DTH Service Subscriber
Slide 11: Building on Recent Operating Momentum
Building on Recent Operating Momentum Hughes Hughes 3Q01 3Q01 Results Results Rapid Rapid Subscriber Subscriber Growth Growth 10.6 9.5 Revenue: Total Total Subscribers Subscribers (M) Revenue: $2,103M $2,103M (M) 8.0 EBITDA: EBITDA: $141.8M* $141.8M* 4.5 3.3 2.3 1.2 0.4 '94 '95 '96 '97 '98 '99 '00 '
Slide 12: Transaction Summary
Transaction Summary C. Ergen Chairman and CEO, EchoStar
Slide 13: A Powerful Combination
A Powerful Combination Hughes EchoStar ? 100% ? 100% digital digital nationwide nationwide platform platform with with more more than than 16.7 16.7 million million subscribers subscribers (including (including 14.9 14.9 million million owned-and-operated) owned-and-operated) ? Creates ? Creates str
Slide 14: Transaction Summary
Transaction Summary ? Hughes and EchoStar to merge ? –– EchoStar EchoStar shareholders shareholders to to receive receive about about 1.37 1.37 Hughes Hughes shares shares for for each each EchoStar EchoStar share share –– Equivalent Equivalent to to 0.73 0.73 EchoStar EchoStar shares shares per per
Slide 15: Pro Forma Economic Ownership
Pro Forma Economic Ownership GM GM Class Class H H EchoStar EchoStar Public Public Shareholders Shareholders Shareholders Shareholders 53% 18% NewCo (EchoStar) 11% 18% GM GM $1-2/3 $1-2/3 Charles Charles Shareholders Shareholders Ergen Ergen Note: Assumes $4.2 billion redemption by GM at an illustra
Slide 16: (CHOGTAR
(CHOGTAR
Slide 17: Multi-Channel TV Providers by Number of Subscribers
Multi-Channel TV Providers By By Number Number of of Subscribers Subscribers (In (In Millions) Millions) 27.8 18.1 (1) 14.9 12.7 15.1 (1) 8.5 8.3 6.9 6.4 6.2 5.7 3.0 AT&T + Any Pro Forma Time DIRECTV Comcast Charter EchoStar Cox Adelphia Cablevision Major Cable Warner Pro Forma Cable Note: Subscribe
Slide 18: Multi-Channel TV Providers by Revenue
Multi-Channel TV Providers By By Revenue Revenue ($ ($ in in Millions) Millions) $16,648 11,864 $9,151 9,572 $7,076 $5,452 $5,140 $4,528 $3,714 $3,699 $3,106 $2,292 AT&T + Any Pro Forma Time DIRECTV Comcast Cox Charter EchoStar Adelphia Cablevision Major Cable Warner Pro Forma Cable Note: Revenue fi
Slide 19: EchoStar / Hughes vs. Cable
EchoStar / Hughes vs. Cable Keys Keys to to Success Success Who Who Has Has the the Advantage? Advantage? Fattest pipe Satellite Nationwide footprint Satellite Cost per home passed Satellite 100% Digital quality Satellite Channel capacity Satellite Plant upgrades Satellite Customer service Satellite
Slide 20: Substantial Potential Synergies
Substantial Potential Synergies Revenues Cost Savings Total estimated annual synergies of $5 billion by 2005.
Slide 21: Estimate of Potential Cost Synergies
Estimate of Potential Cost Synergies ($ ($ in in Millions) Millions) Estimated Estimated 2005 2005 Assumption Assumption Synergies Synergies Reduced SAC Standardization of set-top boxes $900-1,200 Increased production volumes $125 / Gross add (blended) Reduced Churn 0.3% reduction 750-850 Increased
Slide 22: Estimate of Potential Revenue Synergies
Estimate of Potential Revenue Synergies ($ ($ in in Millions) Millions) Results Results Estimated Estimated 2005 2005 Assumption Assumption Subs Subs ARPU Churn ARPU Churn Synergies Synergies Advertising Incremental revenue $900-$1,000 Interactive · $30 / Year by 2005 Local Service Approx. 60 new ma
Slide 23: Pro Forma Leverage
Pro Forma Leverage Total Total Debt Debt Basic Basic Subs Subs Total Total Debt Debt // ($M) ($M) (M) (M) Subscriber Subscriber AT&T AT&T $17,202 $17,202 15.1 15.1 $1,139 $1,139 Comcast Comcast 11,699 11,699 8.3 8.3 1,410 1,410 Charter Charter 15,571 15,571 6.9 6.9 2,243 2,243 Cox Cox 9,114 9,114 6.
Slide 24: Road Map to Completion
Road Map to Completion Proposed Proposed Process Process Expected Expected Timing Timing ? Execution ? Execution of of Definitive Definitive Agreements Agreements Immediate Immediate ? GM ? GM and and GMH GMH Shareholders Shareholders Meeting Meeting 4-6 4-6 Months Months ? Receive ? Receive Regulat
Slide 25: A Powerful Combination
A Powerful Combination Hughes EchoStar ? 100% ? 100% digital digital nationwide nationwide platform platform with with more more than than 16.7 16.7 million million subscribers subscribers (including (including 14.9 14.9 million million owned-and-operated) owned-and-operated) ? Creates ? Creates str
Slide 26: In connection with the proposed transactions, General Motors, Hughes and EchoStar intend to file
In connection with the proposed transactions, General Motors, Hughes and EchoStar intend to file relevant materials with the Securities and Exchange Commission, including one or more Registration Statement(s) on Form S-4 that contain a prospectus and proxy/consent solicitation statement. Because tho
Slide 27: In addition, Mr. Devine holds options to acquire shares of GM $1-2/3 common stock
In addition, Mr. Devine holds options to acquire shares of GM $1-2/3 common stock that are not exercisable within 60 days of October 15, 2001, and each of Mr. Shaw, Ms. Austin, Mr. Hartenstein and Mr. Gaines holds options to acquire shares of GM Class H common stock that are not exercisable within 6
Slide 28: The factors that could cause actual results of General Motors Corp.
The factors that could cause actual results of General Motors Corp. ("GM"), EchoStar Communications Corporation ("EchoStar"), Hughes Electronics Corp. ("Hughes"), or a combined EchoStar and Hughes to differ materially, many of which are beyond the control of EchoStar, Hughes or GM include, but are n
Slide 29: A Powerful Combination
A POWERFUL COMBINATION
Slide 30: EchoStar, General Motors, DIRECTV logos
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Slide 31: General Motors DIRECTV
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