Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On September 5, 2018, General Motors Company (the Company) entered into an Underwriting Agreement (the Underwriting Agreement)
with Barclays Capital Inc., Deutsche Bank Securities Inc. and SG Americas Securities, LLC, for themselves and as representatives 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, $2.1 billion aggregate principal amount of the Companys senior notes, consisting of $450 million aggregate principal amount of
Floating Rate Senior Notes due 2021 (the Floating Rate Notes), $750 million aggregate principal amount of 5.000% Senior Notes due 2028 (the 2028 Notes) and $900 million aggregate principal amount of 5.950% Senior
Notes due 2049 (the 2049 Notes and, together with the Floating Rate Notes and the 2028 Notes, the Notes).
On September 10,
2018, the Company closed the offering of the Notes. The Floating Rate Notes, the 2028 Notes and the 2049 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 fifth supplemental indenture, dated as of September 10, 2018 (the Fifth Supplemental Indenture),
between the Company and the Trustee. The Base Indenture, as supplemented by the Fifth Supplemental Indenture (the Indenture), governs the terms of the Notes. In connection with the closing of the offering of the Floating Rate Notes, the
Company also entered into a calculation agency agreement in respect of the Floating Rate Notes, dated as of September 10, 2018, with The Bank of New York Mellon, as calculation agent (the Calculation Agency Agreement).
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 to repay $1.5 billion aggregate principal amount outstanding of its 3.500% senior notes
due October 2, 2018, to
pre-fund
certain mandatory contributions for its U.K. and Canada pension plans due in 2019 through 2021, and for other general corporate purposes.
The offering and sale of the Notes was made pursuant to the Companys effective shelf registration statement on Form
S-3
(File
No. 333-215924)
filed with the Securities and Exchange Commission.
The foregoing description of the Underwriting Agreement, Base Indenture, Fifth Supplemental Indenture and Calculation Agency Agreement 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, Fifth Supplemental Indenture and Calculation Agency Agreement, which are filed herewith as Exhibit 1.1,
Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and incorporated herein by reference.