Material Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20 549-1004     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): July 28, 2022     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 July 28, 2022, General Motors Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. 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, $2.25 billion aggregate principal amount of the Company’s senior notes, consisting of $1.0 billion aggregate principal amount of 5.400% Senior Notes due 2029 (the “2029 Notes”) and $1.25 billion aggregate principal amount of 5.600% Senior Notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, the “Notes”). On August 2, 2022, the Company closed the offering of the Notes. The 2029 Notes and the 2032 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 seventh supplemental indenture, dated as of August 2, 2022 (the “Seventh Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as supplemented by the Seventh 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 to finance or refinance, in whole or in part, one or more new or existing green projects, assets or activities undertaken or owned by the Company that meet one or more of the eligibility criteria described in the Company’s Sustainable Finance Framework. 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 Seventh 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 Seventh 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    Underwriting Agreement, dated July 28, 2022, by and among General Motors Company, as issuer, and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, each acting as representative of the several other underwriters named therein Exhibit   4.1    Indenture dated as of September 27, 2013, between General Motors Company and The Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-3 of General Motors Company filed April 30, 2014 Exhibit   4.2    Seventh Supplemental Indenture, dated as of August 2, 2022, to the Indenture, dated as of September 27, 2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee Exhibit   4.3    Form of General Motors Company 5.400% Senior Notes due 2029 (included in Exhibit 4.2) Exhibit   4.4    Form of General Motors Company 5.600% Senior Notes due 2032 (included in Exhibit 4.2) Exhibit   5.1    Opinion of King & Spalding LLP Exhibit 23.1    Consent of King & Spalding LLP (included in Exhibit 5.1) 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/ John S. Kim Date: August 2, 2022     Name:   John S. Kim       Title:   Assistant Corporate Secretary