Form 8-K 11042014 Debt Issuance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 4, 2014
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GENERAL MOTORS COMPANY
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE (State or other jurisdiction of incorporation) | 001-34960 (Commission File Number) | 27-0756180 (I.R.S. Employer Identification No.) |
300 Renaissance Center, Detroit, Michigan (Address of Principal Executive Offices) |
48265-3000 (Zip Code) |
(313) 556-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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:
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¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12) |
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¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2014, General Motors Company (the “Company”) and J.P. Morgan Securities LLC, Goldman, Sachs & Co., and Morgan Stanley & Co. LLC, for themselves and as representatives of the several other underwriters named therein (collectively, the “Underwriters”) entered into an underwriting agreement (the “Underwriting Agreement”), for the issuance and sale by the Company of $2.5 billion aggregate principal amount of its senior notes, consisting of $500 million aggregate principal amount of 4.00% Senior Notes due 2025 (the “2025 Notes”), $750 million aggregate principal amount of 5.00% Senior Notes due 2035 (the “2035 Notes”) and $1.25 billion aggregate principal amount of 5.20% Senior Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes and the 2035 Notes, the “Notes”).
The Notes are being issued pursuant to the Prospectus Supplement filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2014, and the Prospectus dated April 30, 2014, filed as part of the Company’s shelf registration statement (File No. 333-195601) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on April 30, 2014 (the “Registration Statement”). The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated by reference into the Registration Statement and this Item. The foregoing description does not constitute a complete summary of the Underwriting Agreement and is qualified by reference in its entirety to the full text of the Underwriting Agreement filed herewith.
Item 9.01 Financial Statements and Exhibits
EXHIBITS
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Exhibit | Description | Method of Filing |
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1.1 | Underwriting Agreement, dated November 4, 2014, by and among General Motors Company, as issuer and J.P. Morgan Securities LLC, Goldman, Sachs & Co., and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.
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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.
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| | GENERAL MOTORS COMPANY (Registrant)
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| | /s/ THOMAS S. TIMKO |
Date: November 5, 2014 | By: | Thomas S. Timko Vice President, Controller and Chief Accounting Officer |