General Motors in €1 Billion Simultaneous Warrant Exercise and Share Repurchase Transaction With Stellantis

September 15, 2022

Cleary Gottlieb represented General Motors (GM) in the negotiations of a share repurchase agreement (SRA) with Stellantis.

Under the SRA, GM exercised its equity warrants originally issued by Peugeot S.A. (PSA; merged into Stellantis in 2021), corresponding to 69.1 million common shares in Stellantis, representing approximately 2.2% of Stellantis’ share capital (on a diluted basis), and simultaneously sold such shares to Stellantis.

The warrants were issued to GM as part of the purchase by PSA of the Opel Vauxhall automotive business in 2017. Upon exercise of the warrants, Stellantis also delivered to GM approximately 1.2 million common shares of Faurecia and an aggregate cash amount of approximately €130 million for rights to dividends paid by PSA and Stellantis.

The purchase price paid by Stellantis for the common shares amounted, in total, to over €900 million (such amount being based on the volume-weighted average price of one Stellantis common share on the regulated market of Euronext in Milan over the last five trading days).

The SRA was executed on September 13, 2022, and the issue and the repurchase of Stellantis common shares occurred on September 15, 2022.