Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant
On
January 14, 2019, General Motors Company (GM) entered into a $3.0 billion
3-Year
Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as
syndication agent, and the other lenders named therein (the Facility).
The Facility is available to GM only and only allows for borrowing in
U.S. Dollars. In 18 months, the Facility is automatically and permanently reduced to $2.0 billion.
Consistent with the terms of GMs current
revolving credit facilities, if GM fails to maintain an investment grade corporate rating from two or more of the following credit rating agencies: Fitch Ratings, Moodys Investor Service and Standard & Poors, GM will be required
to cause certain of its domestic subsidiaries to guarantee its obligations under the Facility.
Interest rates on obligations under the Facility are based
on prevailing annual interest rates for Eurodollar loans or an alternative base rate, both subject to an applicable margin. This applicable margin will be based on the credit rating assigned to the Facility or to senior, unsecured long-term
indebtedness of GM.
The Facility contains representations, warranties and covenants that are typical for this type of facility. These covenants include
restrictions on mergers or sales of assets and secured debt borrowings, subject to exceptions and limitations. The Facility also requires that GM maintain at least $4.0 billion in global liquidity and at least $2.0 billion in U.S.
liquidity.
Some of the lenders under the Facility, and their affiliates, have various relationships with GM and its subsidiaries involving the provision
of financial services, including cash management, investment banking, trust and leasing services, and foreign exchange and other derivative arrangements.
The foregoing description does not constitute a complete summary of the Facility and is qualified by reference in its entirety to the full text of the
Facility filed herewith.