UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2020
GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-34960 | 27-0756180 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
300 Renaissance Center, Detroit, Michigan | 48265-3000 | |
(Address of principal executive offices) | (Zip Code) |
(313) 667-1500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | GM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 1.01 | Entry into a Material Definitive Agreement |
On May 7, 2020, General Motors Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., for itself and 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, $4.0 billion aggregate principal amount of the Company’s senior notes, consisting of $1.0 billion aggregate principal amount of 5.40% Senior Notes due 2023 (the “2023 Notes”), $2.0 billion aggregate principal amount of 6.125% Senior Notes due 2025 (the “2025 Notes”) and $1.0 billion aggregate principal amount of 6.80% Senior Notes due 2027 (the “2027 Notes” and, together with the 2023 Notes and the 2025 Notes, the “Notes”).
On May 12, 2020, the Company closed the offering of the Notes. The 2023 Notes, the 2025 Notes and the 2027 Notes were each issued as a separate series of debt securities pursuant to the indenture, dated as of September 27, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a sixth supplemental indenture, dated as of May 12, 2020 (the “Sixth Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as supplemented by the Sixth 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 use the net proceeds from this offering for general corporate purposes.
The offering and sale of the Notes was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-236276) filed with the Securities and Exchange Commission.
The foregoing description of the Underwriting Agreement, Base Indenture and Sixth 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, Base Indenture and Sixth Supplemental Indenture, which are filed herewith as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
EXHIBIT
Exhibit | Description | |||
Exhibit 1.1 | ||||
Exhibit 4.1 | ||||
Exhibit 4.2 | ||||
Exhibit 4.3 | Form of General Motors Company 5.40% Senior Notes due 2023 (included in Exhibit 4.2) | |||
Exhibit 4.4 | Form of General Motors Company 6.125% Senior Notes due 2025 (included in Exhibit 4.2) | |||
Exhibit 4.5 | Form of General Motors Company 6.80% Senior Notes due 2027 (included in Exhibit 4.2) | |||
Exhibit 5.1 | ||||
Exhibit 23.1 | ||||
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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/ Rick E. Hansen | |||||
Date: May 12, 2020 | Assistant General Counsel and Corporate Secretary |