UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| ITEM 1.01 | Entry into a Material Definitive Agreement |
On May 5, 2025, General Motors Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, each acting as representative of the several other underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, $2.0 billion aggregate principal amount of the Company’s senior notes, consisting of $750.0 million aggregate principal amount of 5.350% Senior Notes due 2028 (the “2028 Notes”), $750.0 million aggregate principal amount of the Company’s 5.625% Senior Notes due 2030 (the “2030 Notes”) and $500.0 million aggregate principal amount of 6.250% Senior Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes and the 2030 Notes, the “Notes”).
On May 7, 2025, the Company closed the offering of the Notes. The 2028 Notes, the 2030 Notes and the 2035 Notes were each issued as a separate series of debt securities pursuant to the indenture, dated as of September 27, 2013 (the “Original Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as amended and supplemented the seventh supplemental indenture, dated as of August 2, 2022 (the “Seventh Supplemental Indenture” and together with the Original Indenture, the “Base Indenture”), and supplemented by an eighth supplemental indenture, dated as of May 7, 2025 (the “Eighth Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as supplemented by the Eighth Supplemental Indenture (the “Indenture”), governs the terms of the Notes.
The Indenture contains covenants that will limit (i) the ability of the Company and certain of its subsidiaries to incur indebtedness secured by certain principal domestic manufacturing properties or by any shares of stock or indebtedness of certain manufacturing subsidiaries and to enter into certain sale and leaseback transactions with respect to certain principal domestic manufacturing properties and (ii) the ability of the Company to enter into certain mergers or certain conveyances, transfers or leases of all or substantially all of its properties and assets.
The Company intends to allocate an amount equal to the net proceeds from this offering for general corporate purposes, including to refinance a portion of the $1.25 billion outstanding of its 6.125% senior notes maturing on October 1, 2025, and fund a portion of the $1.8 billion five-year term loan it has agreed to make to Ultium Cells LLC, its joint venture with LG Energy Solution, to facilitate full voluntary prepayment of loans Ultium Cells LLC received under the U.S. Department of Energy’s Advanced Technology Vehicles Manufacturing program.
The offering and sale of the Notes was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-284557) filed with the Securities and Exchange Commission.
The foregoing description of the Underwriting Agreement, Original Indenture, Seventh Supplemental Indenture and Eighth Supplemental Indenture does not constitute a complete summary of these documents and is qualified by reference in its entirety to the full text of the Underwriting Agreement, Original Indenture, Seventh Supplemental Indenture and Eighth Supplemental Indenture, which are filed herewith as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3 respectively, and incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
EXHIBIT
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENERAL MOTORS COMPANY (Registrant) | ||||||
| By: | /s/ John S. Kim | |||||
| Date: May 7, 2025 | Name: | John S. Kim | ||||
| Title: | Assistant Corporate Secretary | |||||