ITEM 1.01
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Entry into a Material Definitive Agreement
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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.