UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Securities registered pursuant to Section 12(b) of the Act:
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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. |
See Item 2.03 below.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 28, 2024, General Motors Financial Company, Inc. (“GM Financial”) and General Motors Company (“GM”) entered into a Sixth Amended and Restated 364-Day 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 unsecured and consists of a 364-day, $2.0 billion facility and matures on March 27, 2025.
The Facility is available to GM Financial, GM and certain of GM’s wholly owned subsidiaries. However, GM has allocated the Facility for exclusive use by GM Financial. The Facility allows for borrowing in U.S. Dollars only. GM has guaranteed the obligations of subsidiary borrowers under the Facility.
Interest rates on obligations under the Facility are based on prevailing annual interest rates for Term SOFR loans, Daily Simple SOFR loans or an alternative base rate, each subject to an applicable margin. This applicable margin will be based upon 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 Financial 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.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 10.1† | Sixth Amended and Restated 364-Day Revolving Credit Agreement, dated as of March 28, 2024, among General Motors Company, General Motors Financial Company, Inc., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| † | Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. |
SIGNATURES
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 FINANCIAL COMPANY, INC. | ||||||
| (Registrant) | ||||||
| Date: March 28, 2024 | By: | /s/ Susan B. Sheffield | ||||
| Name: | Susan B. Sheffield | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||