Delaware (State or other jurisdiction of incorporation or organization) | 27-0756180 (I.R.S. Employer Identification No.) |
Jill E. Sutton, Esq. General Motors Company 300 Renaissance Center Detroit, Michigan 48265-3000 (313) 556-5000 | Joseph P. Gromacki, Esq. William L. Tolbert, Jr., Esq. Brian R. Boch, Esq. Jenner & Block LLP 353 N. Clark Street Chicago, Illinois 60654-3456 (312) 222-9350 |
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Security | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Debt securities | (1) | (1) | (1) | (2) |
Preferred stock, par value $0.01 per share | (1) | (1) | (1) | (2) |
Common stock, par value $0.01 per share | (1) | (1) | (1) | (2) |
Warrants | (1) | (1) | (1) | (2) |
(1) Omitted pursuant to General Instructions II.E of Form S-3. An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. (2) In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all of the registration fee. |
• | debt securities, in one or more series, |
• | shares of our preferred stock, par value $0.01 per share, |
• | shares of our common stock, par value $0.01 per share, |
• | warrants to purchase any of the other securities that may be sold under this prospectus, or |
• | any combination of these securities. |
TABLE OF CONTENTS | ||
ABOUT THIS PROSPECTUS | 1 | |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | 2 | |
RISK FACTORS | 2 | |
GENERAL MOTORS COMPANY | 3 | |
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES | 3 | |
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS | 3 | |
USE OF PROCEEDS | 3 | |
FORWARD-LOOKING STATEMENTS | 4 | |
OVERVIEW OF OUR CAPITAL STOCK | 5 | |
GENERAL DESCRIPTION OF SECURITIES THAT MAY BE OFFERED | 7 | |
DESCRIPTION OF DEBT SECURITIES | 7 | |
DESCRIPTION OF PREFERRED STOCK | 16 | |
DESCRIPTION OF COMMON STOCK | 16 | |
DESCRIPTION OF WARRANTS | 17 | |
PLAN OF DISTRIBUTION | 17 | |
LEGAL MATTERS | 17 | |
EXPERTS | 18 | |
WHERE YOU CAN FIND MORE INFORMATION | 18 |
GM SEC Filings (File No. 001-34960) | Period |
Annual Report on Form 10-K | Year ended December 31, 2016 (filed with the SEC on February 7, 2017) |
Current Report on Form 8-K | Dates filed: January 10, 2017 (with respect to Item 8.01 only) |
The description of the common stock set forth in our registration statement on Form 8-A filed November 10, 2010. |
General Motors Company 300 Renaissance Center Detroit, Michigan 48265-3000 (313) 556-5000 |
Years Ended December 31, | ||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||
4.92 | 4.35 | 2.97 | 5.85 | (a) |
(a) | Earnings in the year ended December 31, 2012 were inadequate to cover fixed charges. Additional earnings of $28.8 billion in the year ended December 31, 2012 would have been necessary to bring the ratio for this period to 1.0. |
Years Ended December 31, | ||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||
(a) | (a) | 1.81 | 1.97 | (b) |
(a) | In December 2014 we redeemed the remaining outstanding shares of our Series A Fixed Rate Cumulative Perpetual Preferred Stock, and no shares of preferred stock were outstanding during the years ended December 31, 2016 and 2015. |
(b) | Earnings in the year ended December 31, 2012 were inadequate to cover combined fixed charges and preferred stock dividends. Additional earnings of $29.7 billion in the year ended December 31, 2012 would have been necessary to bring the ratio for this period to 1.0. |
• | increase or decrease the aggregate number of authorized shares of such class; |
• | increase or decrease the par value of the shares of such class; or |
• | alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. |
• | the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the Board of Directors prior to the time the interested stockholder obtained such status; |
• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or |
• | at or subsequent to such time the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
• | our debt securities, in one or more series; |
• | shares of our preferred stock, par value $0.01 per share; |
• | shares of our common stock, par value $0.01 per share; |
• | warrants to purchase any of the other securities that may be sold under this prospectus; or |
• | any combination of these securities. |
• | the title of the debt securities of that series; |
• | any limit on the aggregate principal amount of the debt securities of that series; |
• | the date or dates on which principal and premium, if any, of the debt securities of that series, or any tranche thereof, is payable; |
• | the rate or rates at which the debt securities of that series, or any tranche thereof, will bear interest, or any formula or other method or means by which such rate or rates shall be determined, by reference to an index or other fact or event or otherwise; |
• | the date or dates from which such interest will accrue, and the dates on which such interest will be payable; |
• | our right, if any, to extend the interest payment periods and the duration of any such extension; |
• | if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which debt securities of that series, or any tranche thereof, may be redeemed, in whole or in part, at our option; |
• | our obligation, if any, to redeem or purchase debt securities of that series, of any tranche thereof, pursuant to any sinking fund provision or at the option of the holder thereof and the period or periods within which, the price or prices at which and the terms and conditions on which debt securities of that series, or any tranche thereof, must be redeemed or purchased, in whole or in part, pursuant to such obligation; |
• | the terms, if any, on which the debt securities of that series will be subordinate in right and priority of payment to any of our other debt; |
• | the denominations in which the debt securities of that series will be issuable; |
• | if other than the entire principal amount of the debt securities of that series, the portion of the principal amount that will be payable upon acceleration of maturity as a result of a default on our obligations; |
• | if other than U.S. dollars, the currency or currencies in which the principal of or any premium or interest on the debt securities of that series will be payable; |
• | if the principal of or any premium or interest on the debt securities of that series is to be payable, or is to be payable at our election or the election of a holder of those debt securities, in securities or other property, the type and amount of such securities or other property, or the manner of determining that amount, and the period or periods within which, and the terms and conditions upon which, any such election may be made; |
• | any addition to or change in the events of default which apply to, and covenants for the benefit of the holders of, the debt securities of that series; |
• | the terms and conditions, if any, pursuant to which the debt securities of that series may be converted into or exchanged for securities or other property of us or any other person; |
• | the nature and terms of any collateral security, assurance or guaranty for the debt securities of that series; |
• | the terms, if any, on which the debt securities of that series will be guaranteed by any of our subsidiaries; and |
• | any other specific terms of the debt securities of that series. |
(i) | either: |
• | all debt securities of such series previously authenticated and delivered have been delivered to the trustee for cancellation; or |
• | all debt securities of such series not previously delivered to the trustee for cancellation (i) have become due and payable (whether at stated maturity, early redemption or otherwise), (ii) will become due and |
(ii) | we have paid or caused to be paid all other sums payable under the indenture by us with respect to such series; and |
(iii) | we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture with respect to such series have been complied with. |
(i) | the rights of holders of the debt securities of such series to receive, solely from the funds deposited with the trustee, payment of the principal of (and premium, if any) and interest when due; |
(ii) | our obligations with respect to the debt securities of such series concerning issuing temporary debt securities, registration of transfer of debt securities, mutilated, destroyed, lost or stolen debt securities, maintenance of an office or agency and money for security payments held in trust, and, if we shall have designated a redemption date, our obligations concerning the redemption of the debt securities of such series; |
(iii) | the rights, powers, trusts, duties and immunities of the trustee under the indenture; and |
(iv) | the defeasance provisions of the indenture. |
(i) | we must irrevocably have deposited or caused to be deposited with the trustee as trust funds, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the debt securities of such series: |
• | cash in dollars (or such other currency or composite currency in which such debt securities are denominated) in an amount sufficient; |
• | eligible obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, on or before the due date of any payment, money in an amount sufficient; or |
• | a combination of such cash and eligible obligations in an amount sufficient, |
(ii) | in the case of legal defeasance, subject to certain exceptions, we have delivered to the trustee an opinion of counsel to the effect that, based upon an Internal Revenue Service ruling or a change in law, the holders of the debt securities of such series will not recognize gain or loss for federal income tax purposes as a result of the deposit, defeasance and discharge to be effected and will be subject to the same federal income tax as would be the case if the deposit, defeasance and discharge did not occur; |
(iii) | in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities of such series will not recognize gain or loss for federal income tax purposes as a result of the deposit and covenant defeasance to be effected and will be subject to the same federal income tax as would be the case if the deposit and covenant defeasance did not occur; |
(iv) | the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which we are a party or by which we are bound; |
(v) | no event of default or event that with notice or lapse of time would become an event of default with respect to the debt securities of such series has occurred and is continuing at the date of such deposit or, with regard to any event of default relating to bankruptcy or insolvency, during the period ending on the 91st day after the date of such deposit; |
(vi) | we shall have delivered to the trustee an agreement whereby we irrevocably agree to forfeit our rights, if any, to extend the interest payment periods on such debt securities pursuant to the indenture; |
(vii) | the legal defeasance or covenant defeasance will not (i) cause the trustee with respect to the debt securities of such series to have certain conflicting interests for purposes of the TIA with respect to the debt securities of such series, or (ii) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; |
(viii) | we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the legal defeasance or covenant defeasance have been complied with; and |
(ix) | if we have deposited or caused to be deposited money or eligible obligations to pay or discharge the principal of (and premium, if any) and interest on the debt securities of a series to and including a redemption date pursuant to clause (i) above, such redemption date shall be irrevocably designated by a board resolution delivered to the trustee on or prior to the date of deposit of such money or eligible obligations, and such board resolution shall be accompanied by an irrevocable written request by us that the trustee give notice of such redemption in our name, and at our expense, not less than 30 nor more than 60 days prior to such redemption date. |
(i) | either (x) we shall be the continuing corporation or the successor corporation or (y) the person formed by such consolidation or into which we are merged or the person that acquires by conveyance, transfer or lease our properties and assets substantially as an entirety shall be a person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume by a supplemental indenture the due and punctual payment of the principal of (and premium, if any) and interest on all of the outstanding debt securities and the performance of our covenants under the indenture; |
(ii) | immediately after giving effect to such transaction, no event of default and no event that, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and |
(iii) | we have delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture complies with these provisions (except that such opinion of counsel need not opine as to clause (ii) above). |
(i) | change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security, or reduce the principal amount or premium, if any, thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or any premium payable upon the redemption thereof, or change the method of calculating the rate of interest thereon, or reduce the amount of principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to the indenture, or change the coin or currency (or other property) in which, any debt security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date, or, in the case of repayment at the option of the holders, on or after the repayment date); or |
(ii) | reduce the percentage in principal amount of the outstanding debt securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver of compliance with certain provisions of the indenture or certain defaults under the indenture and their consequences provided for in the indenture; or |
(iii) | modify any of the provisions of the indenture regarding the waiver of past defaults and the waiver of certain covenants by the holders of the debt securities, except to increase any such percentage vote required or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding debt security affected thereby; or |
(iv) | modify any of the above provisions. |
(i) | to evidence the succession of another person to us and the assumption by any such successor of the covenants applicable to us under the indenture and in the debt securities; or |
(ii) | to add to the covenants applicable to us for the benefit of the holders of all or any series of debt securities, or to surrender any right or power conferred upon us under the indenture; or |
(iii) | to add any additional events of default with respect to all or any series of debt securities; or |
(iv) | to add to or change any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the issuance of debt securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons or to permit or facilitate the issuance of debt securities in uncertificated form; or |
(v) | to change or eliminate any of the provisions of the indenture, or to add any new provision to the indenture, in respect of one or more series of debt securities; provided, however, that any such change, elimination or addition either (A) shall neither (i) apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the holder of any such debt security with respect to such provision or (B) shall become effective only when there is no such debt security outstanding; or |
(vi) | to add collateral security with respect to the debt securities of any series and to provide for the terms and conditions of release or substitution thereof; or |
(vii) | to establish the issuance of and establish the form, terms and conditions of any additional debt securities of any series or tranche thereof as permitted by the indenture; or |
(viii) | to provide for uncertificated debt securities in addition to or in place of all, or any series or tranche of, certificated debt securities; or |
(ix) | to evidence and provide for the acceptance of appointment under the indenture by a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee, pursuant to the requirements of the indenture; or |
(x) | to provide for a separate trustee or co-trustee; or |
(xi) | to change any place or places where (a) the principal of or premium, if any, or interest, if any, on all or any series of debt securities shall be payable, (b) all or any series of debt securities may be surrendered for registration or transfer, (c) all or any series of debt securities may be surrendered for exchange and (d) notices and demands to us in respect of all or any series of debt securities and the indenture may be served; or |
(xii) | to supplement any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of debt securities, or any tranche thereof, pursuant to the terms of the indenture, provided that any such action shall not adversely affect the interests of the holders of debt securities of such series or tranche or any other series of debt securities in any material respect; or |
(xiii) | to add one or more guarantees for the benefit of the holders of all or any series of debt securities under the indenture or evidence the release, termination or discharge of any such guarantee when such release, termination or discharge is permitted under the indenture; or |
(xiv) | to cure any ambiguity or to correct or supplement any provision contained in the indenture or in any supplemental indenture that may be defective or inconsistent with any other provision contained in the indenture or in any supplemental indenture; or |
(xv) | to make any other provisions with respect to matters or questions arising under the indenture, provided that such action pursuant to this clause shall not adversely affect in any material respect the interests of the holders of any debt securities of any series outstanding on the date of such supplemental indenture. |
(i) | default in the payment of interest on any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; provided that a valid extension of the interest payment |
(ii) | default in the payment of the principal of (or premium, if any, on) any debt security of that series when due (and, in the case of technical or administrative difficulties, only if such default persists for a period of more than three business days); |
(iii) | default in the deposit of any sinking fund payment, when and as due by the terms of a debt security of that series and continuance of such default for a period of 30 days; or |
(iv) | default in the performance, or breach, of any of our covenants or warranties in the indenture (other than covenants or warranties referred to in clauses (i), (ii) and (iii) above and covenants solely for the benefit of one or more series of debt securities other than that series) and continuance of such default or breach for a period of 90 days after we have been given written notice of default from the trustee or we and the trustee have been given written notice of default from the holders of at least 25% in aggregate principal amount of the outstanding debt securities of such series; or |
(v) | certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect to us have occurred; or |
(vi) | any other event of default provided with respect to debt securities of that series pursuant to the indenture. |
• | the holder has previously given written notice to the trustee of a continuing event of default with respect to the debt securities of that series; |
• | the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series have made written request to the trustee to institute the action; |
• | the requesting holders have offered the trustee indemnity against the reasonable expenses and liabilities to be incurred in complying with the request; |
• | the trustee has not instituted the action within 60 days of receipt of the request and offer of indemnity; and |
• | no direction inconsistent with the written request has been given to the trustee during such 60-day period by the holders of a majority in aggregate principal amount of the outstanding debt securities of that series. |
• | upon the issuance of a global security and deposit of the global security with DTC’s custodian, DTC will credit portions of the principal amount of the global security to the accounts of DTC participants; and |
• | ownership of beneficial interests in a global security will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants or persons who hold interests through DTC participants (with respect to other owners of beneficial interests in the global security). |
• | a limited purpose trust company organized under the laws of the State of New York; |
• | a “banking organization” within the meaning of the New York Banking Law; |
• | a member of the Federal Reserve System; |
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
• | a “clearing agency” registered under Section 17A of the Exchange Act. |
• | will not be entitled to have a debt security represented by the global security registered in their names; |
• | will not receive or be entitled to receive a physical, certificated debt security; and |
• | will not be considered the owners or holders of the debt security represented by the global security under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture. |
• | DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global security and a successor depositary is not appointed within 90 days; |
• | DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; |
• | we, at our option, notify the trustee that we elect to cause the issuance of certificated debt securities; or |
• | events of default with respect to the debt securities under the indenture should occur and be continuing. |
Item 14. | Other Expenses of Issuance and Distribution |
SEC registration fee | $ # | |
Printing and engraving costs | * | |
Legal fees and expenses | * | |
Accounting fees and expenses | * | |
Trustee fees and expenses | * | |
Miscellaneous | * | |
Total | $ * | |
# Omitted because the registration fee is being deferred pursuant to Rule 456(b). * These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers |
Item 16. | Exhibits |
Item 17. | Undertakings |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | If the Registrant is relying on Rule 430B: |
(a) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(b) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and |
(5) | That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such |
(d) | The undersigned Registrant hereby undertakes that: |
(i) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(ii) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
General Motors Company | |
By: | /s/ MARY T. BARRA |
Mary T. Barra | |
Chairman and Chief Executive Officer |
Signature | Title | Date | ||
/s/ MARY T. BARRA | Chairman and Chief Executive Officer (Principal Executive Officer) | February 7, 2017 | ||
Mary T. Barra | ||||
/s/ CHARLES K. STEVENS III | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 7, 2017 | ||
Charles K. Stevens III | ||||
/s/ THOMAS S. TIMKO | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | February 7, 2017 | ||
Thomas S. Timko | ||||
* | ||||
Theodore M. Solso * | Lead Director | February 7, 2017 | ||
Joseph J. Ashton * | Director | February 7, 2017 | ||
Linda R. Gooden * | Director | February 7, 2017 | ||
Joseph Jimenez * | Director | February 7, 2017 | ||
Jane L. Mendillo * | Director | February 7, 2017 | ||
Admiral Michael G. Mullen, USN (ret.) * | Director | February 7, 2017 | ||
James J. Mulva * | Director | February 7, 2017 | ||
Patricia F. Russo * | Director | February 7, 2017 | ||
Thomas M. Schoewe * | Director | February 7, 2017 | ||
Carol M. Stephenson | Director | February 7, 2017 |
By: | /s/ JILL E. SUTTON |
Jill E. Sutton | |
Attorney-in-Fact |
Exhibit No. | Description | |
3.1 | Restated Certificate of Incorporation of General Motors Company dated December 7, 2010, incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K of General Motors Company filed December 13, 2010 | |
3.2 | Bylaws of General Motors Company, as amended and restated as of March 4, 2016, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed March 8, 2016 | |
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 (No. 333-195601) of General Motors Company filed April 30, 2014 | |
4.2 | Form of Supplemental Indenture for Debt Securities† | |
4.3 | Form of Certificate of Designations for Preferred Stock† | |
4.4 | Form of Warrant Agreement† | |
5.1 | Opinion of Jenner & Block LLP* | |
12.1 | Computations of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for the Years Ended December 31, 2016, 2015, 2014, 2013 and 2012, incorporated herein by reference to Exhibit 12 to the Annual Report on Form 10-K of General Motors Company filed February 7, 2017 | |
23.1 | Consent of Independent Registered Public Accounting Firm for audited financial statements of General Motors Company* | |
23.2 | Consent of Independent Auditors for audited financial statements of SAIC General Motors Corp., Ltd.* | |
23.3 | Consent of Jenner & Block LLP (included in Exhibit 5.1) | |
24.1 | Powers of Attorney for Directors of General Motors Company* | |
25.1 | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee, in respect of the Indenture dated as of September 27, 2013* |
† | To be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference or by post-effective amendment. |
353 N. CLARK STREET CHICAGO, IL 60654-3456 | JENNER & BLOCK LLP |
(1) | With respect to Common Stock, when the shares of Common Stock have been issued and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein (in an amount at least equal to the aggregate par value of such shares), such shares of Common Stock will be validly issued, fully paid and non-assessable. |
(2) | With respect to Preferred Stock, when (a) the applicable Certificate of Designations for the Preferred Stock to be issued has been duly executed and filed with the Office of the Secretary of State of the State of Delaware and (b) the shares of Preferred Stock have been issued and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein (in an amount at least equal to the aggregate par value thereof), the shares of Preferred Stock will be validly issued, fully paid and non-assessable. |
(3) | With respect to any Debt Securities, when (a) the Indenture has been qualified under the United States Trust Indenture Act of 1939, as amended, and (b) the Debt Securities have been executed, issued, delivered and authenticated in accordance with the terms of the Indenture, any applicable supplement thereto and the applicable definitive purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, such Debt Securities will constitute legal, valid and binding obligations of the Company, subject to (x) the establishment of the terms of the Debt Securities in accordance with the Indenture and any applicable supplement thereto and (y) any such supplemental indenture having been duly authorized and validly executed and delivered by the Company and the trustee thereunder. |
(4) | With respect to the Warrants, when the Warrants have been duly executed and delivered in accordance with a warrant agreement relating to such Warrants (“Warrant Agreement”) and the applicable definitive purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, such Warrants will be legal, valid and binding obligations of the Company, subject to (a) the Warrant Agreement having been duly authorized and validly executed and delivered by the Company and each party thereto and (b) the establishment of the terms of the Warrants in accordance with the Warrant Agreement. |
(5) | With respect to Common Stock or Preferred Stock to be issued upon conversion or exchange of Debt Securities or Preferred Stock, when (a) if applicable, the Certificate of Designation for the Preferred Stock to be issued has been duly executed and filed with the Office of the Secretary of State of the State of Delaware and (b) such Common Stock or Preferred Stock, as the case may be, has been issued and delivered in accordance with the |
(6) | With respect to Common Stock or Preferred Stock to be issued upon exercise of Warrants, when (a) if applicable, the Certificate of Designation for the Preferred Stock to be issued has been duly executed and filed with the Office of the Secretary of State of the State of Delaware and (b) such Common Stock or Preferred Stock, as the case may be, has been issued and delivered in accordance with the terms of the applicable Warrants and any applicable Warrant Agreement for consideration in an amount at least equal to the par value thereof, such shares of Common Stock or Preferred Stock will be validly issued, fully paid and non-assessable. |
Very truly yours, /s/ JENNER & BLOCK LLP JENNER & BLOCK LLP |
/S/ DELOITTE & TOUCHE LLP |
Detroit, Michigan |
February 7, 2017 |
/s/ DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLP |
Shanghai, People’s Republic of China |
February 3, 2017 |
SEC Report(s) on | Covering |
Form S-3 | Universal Shelf Registration Statement |
/s/ JOSEPH J. ASHTON | ||||
Joseph J. Ashton | ||||
Date: February 6, 2017 |
SEC Report(s) on | Covering | |||
Form S-3 | Universal Shelf Registration Statement |
/s/ LINDA R. GOODEN | ||||
Linda R. Gooden | ||||
Date: February 6, 2017 |
SEC Report(s) on | Covering | |||
Form S-3 | Universal Shelf Registration Statement |
/s/ JOSEPH JIMENEZ | ||||
Joseph Jimenez | ||||
Date: February 6, 2017 |
SEC Report(s) on | Covering | |||
Form S-3 | Universal Shelf Registration Statement |
/s/ JANE L. MENDILLO | ||||
Jane L. Mendillo | ||||
Date: February 6, 2017 |
SEC Report(s) on | Covering | |||
Form S-3 | Universal Shelf Registration Statement |
/s/ ADMIRAL MICHAEL G. MULLEN, USN | ||||
Admiral Michael G. Mullen, USN | ||||
Date: February 6, 2017 |
SEC Report(s) on | Covering | |||
Form S-3 | Universal Shelf Registration Statement |
/s/ JAMES J. MULVA | ||||
James J. Mulva | ||||
Date: February 6, 2017 |
SEC Report(s) on | Covering | |||
Form S-3 | Universal Shelf Registration Statement |
/s/ PATRICIA F. RUSSO | ||||
Patricia F. Russo | ||||
Date: February 6, 2017 |
SEC Report(s) on | Covering | |||
Form S-3 | Universal Shelf Registration Statement |
/s/ THOMAS M. SCHOEWE | ||||
Thomas M. Schoewe | ||||
Date: February 6, 2017 |
SEC Report(s) on | Covering | |||
Form S-3 | Universal Shelf Registration Statement |
/s/ THEODORE M. SOLSO | ||||
Theodore M. Solso | ||||
Date: February 6, 2017 |
SEC Report(s) on | Covering | |||
Form S-3 | Universal Shelf Registration Statement |
/s/ CAROL M. STEPHENSON | ||||
Carol M. Stephenson | ||||
Date: February 6, 2017 |
New York (Jurisdiction of incorporation if not a U.S. national bank) | 13-5160382 (I.R.S. Employer Identification No.) |
225 Liberty Street New York, N.Y. (Address of principal executive offices) | 10286 (Zip code) |
Delaware (State or other jurisdiction of incorporation or organization) | 27-0756180 (I.R.S. Employer Identification No.) |
300 Renaissance Center Detroit, Michigan (Address of principal executive offices) | 48265-3000 (Zip code) |
Name | Address | |
Superintendent of the Department of Financial Services of the State of New York Federal Reserve Bank of New York Federal Deposit Insurance Corporation The Clearing House Association L.L.C. | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 33 Liberty Street, New York, N.Y. 10045 550 17th Street, NW, Washington, D.C. 20429 100 Broad Street, New York, N.Y. 10004 |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-207042). |
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
THE BANK OF NEW YORK MELLON | |
By: | /s/ Laurence J. O’Brien |
Name: Laurence J. O’Brien | |
Title: Vice President |
ASSETS | Dollar amounts in thousands | |||
Cash and balances due from depository institutions: | ||||
Noninterest‑bearing balances and currency and coin | $ | 4,490,000 | ||
Interest‑bearing balances | 91,626,000 | |||
Securities: | ||||
Held-to-maturity securities | 39,831,000 | |||
Available-for-sale securities | 73,667,000 | |||
Federal funds sold and securities purchased under agreements to resell | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell | 22,289,000 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 29,000 | |||
Loans and leases, net of unearned income | 36,883,000 | |||
LESS: Allowance for loan and lease losses | 127,000 | |||
Loans and leases, net of unearned income and allowance | 36,756,000 | |||
Trading assets | 3,023,000 | |||
Premises and fixed assets (including capitalized leases) | 1,050,000 | |||
Other real estate owned | 4,000 | |||
Investments in unconsolidated subsidiaries and associated companies | 535,000 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets: | ||||
Goodwill | 6,299,000 | |||
Other intangible assets | 957,000 | |||
Other assets | 19,095,000 | |||
Total assets | $ | 299,651,000 |
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | $ | 143,600,000 | ||
Noninterest‑bearing | 97,485,000 | |||
Interest‑bearing | 46,115,000 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 110,595,000 | |||
Noninterest‑bearing | 7,904,000 | |||
Interest‑bearing | 102,691,000 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 318,000 | |||
Securities sold under agreements to repurchase | 830,000 | |||
Trading liabilities | 3,132,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) | 7,778,000 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 515,000 | |||
Other liabilities | 8,504,000 | |||
Total liabilities | $ | 275,272,000 | ||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,135,000 | |||
Surplus (exclude all surplus related to preferred stock) | 10,418,000 | |||
Retained earnings | 13,817,000 | |||
Accumulated other comprehensive income | -1,341,000 | |||
Other equity capital components | 0 | |||
Total bank equity capital | 24,029,000 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 350,000 | |||
Total equity capital | 24,379,000 | |||
Total liabilities and equity capital | $ | 299,651,000 |
Gerald L. Hassell Catherine A. Rein Joseph J. Echevarria | Directors | |
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