0000950170-24-139570.txt : 20241223 0000950170-24-139570.hdr.sgml : 20241223 20241223160506 ACCESSION NUMBER: 0000950170-24-139570 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20241223 DATE AS OF CHANGE: 20241223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LITHIUM AMERICAS CORP. CENTRAL INDEX KEY: 0001966983 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94178 FILM NUMBER: 241573584 BUSINESS ADDRESS: STREET 1: 3260 - 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 BUSINESS PHONE: 1.604.862.0295 MAIL ADDRESS: STREET 1: 3260 - 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 FORMER COMPANY: FORMER CONFORMED NAME: 1397468 B.C. Ltd. DATE OF NAME CHANGE: 20230223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: General Motors Holdings LLC CENTRAL INDEX KEY: 0001497345 ORGANIZATION NAME: IRS NUMBER: 270756647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CENTER, MC 482-C24-A68 CITY: DETROIT STATE: MI ZIP: 48265 BUSINESS PHONE: (313) 667-2303 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CENTER, MC 482-C24-A68 CITY: DETROIT STATE: MI ZIP: 48265 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001193125-23-254235 0001497345 XXXXXXXX LIVE 3 Common Shares, without par value 12/20/2024 false 0001966983 53681J103 Lithium Americas Corp.
3260 - 666 BURRARD STREET VANCOUVER, British Columbia Z4 V6C 2X8
John S. Kim 313-667-2303 300 Renaissance Center Detroit MI 48265 0001497345 N GENERAL MOTORS HOLDINGS LLC OO N DE 0 15002243 0 15002243 15002243 N 6.87 OO (1) General Motors Holdings LLC (GM Holdings) is the record holder of 15,002,243 common shares, without par value (Common Shares), of Lithium Americas Corp. (the Issuer), issued pursuant to the Separation. GM Holdings is a wholly owned subsidiary of General Motors Company (GM). GM may be deemed to share beneficial ownership over the Common Shares directly or beneficially owned by GM Holdings. (2) The percentage set forth in Row 13 is based on a total of 218,322,245 Common Shares outstanding as of October 1, 2024, as disclosed in the Investment Agreement (as defined in Item 3 below) filed with the Issuer's Form 6-K on October 17, 2024. Y GENERAL MOTORS COMPANY OO N DE 0 15002243 0 15002243 15002243 N 6.87 CO (1) GM Holdings is the record holder of 15,002,243 Common Shares issued pursuant to the Separation. GM Holdings is a wholly owned subsidiary of GM. GM may be deemed to share beneficial ownership over the Common Shares directly or beneficially owned by GM Holdings. (2) The percentage set forth in Row 13 is based on a total of 218,322,245 Common Shares outstanding as of October 1, 2024, as disclosed in the Investment Agreement (as defined in Item 3 below) filed with the Issuer's Form 6-K on October 17, 2024. Common Shares, without par value Lithium Americas Corp. 3260 - 666 BURRARD STREET VANCOUVER, British Columbia Z4 V6C 2X8 This Amendment No. 3 (this "Amendment No. 3") to Schedule 13D relates to the common shares, without par value ("Common Shares"), of Lithium Americas Corp., a corporation organized and existing under the laws of the Province of British Columbia (the "Issuer"), and amends the initial statement on Schedule 13D, filed on October 12, 2023, as amended by Amendment No.1 filed on September 3, 2024, and Amendment No. 2 filed on October 17, 2024 (the "Prior Statement," and, as amended by this Amendment No. 3, the "Schedule 13D"), by General Motors Holdings LLC, a Delaware limited liability company ("GM Holdings"), and General Motors Company, a Delaware corporation ("GM" and, collectively with GM Holdings, the "Reporting Persons"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Prior Statement. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms in the Prior Statement. Item 3 of the Schedule 13D is hereby amended and supplemented to add the following information: On December 20, 2024, the transactions contemplated by the Investment Agreement were completed (the "JV Closing"). In connection with the establishment of the joint venture, GM Holdings, LAC US Corp., a corporation organized and existing under the laws of the State of Nevada and an indirect wholly-owned subsidiary of the Issuer ("LAC US"), and Lithium Nevada Ventures LLC, a limited liability company organized and existing under the laws of the State of Delaware and an indirect wholly-owned subsidiary of the Issuer ("LNV"), entered into the agreements described in Item 6, which is incorporated by reference herein. Item 6 of the Schedule 13D is hereby amended and supplemented to add the following information: Joint Venture Agreement Consistent with the terms of the Investment Agreement, on December 20, 2024, GM Holdings and LAC US entered into the Amended and Restated Limited Liability Company Agreement of Lithium Nevada Ventures LLC (the "Joint Venture Agreement"), concurrently with the consummation of GM Holdings' subscription and purchase from LNV of a number of units of LNV representing 38% of the issued and outstanding limited liability company interests in LNV (the "Purchased Membership Interest") pursuant to the Investment Agreement. As total consideration for the issuance of the Purchased Membership Interests to GM Holdings, GM Holdings made an initial capital contribution to LNV of $330,000,000 in cash on such date, and has agreed to (i) make an additional capital contribution to LNV of $100,000,000 upon the determination of a final investment decision with respect to the Thacker Pass Project, and (ii) provide letters of credit in an aggregate amount of up to $195,000,000, in each case, subject to the terms and conditions set forth in the Joint Venture Agreement. The foregoing description of the Joint Venture Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.9 and is incorporated by reference herein. Management Services Agreement In connection with the establishment of the joint venture, on December 20, 2024, LAC Management LLC, a Nevada limited liability company (the "Manager"), LNV, Lithium Nevada LLC, a limited liability company organized and existing under the laws of the State of Nevada (as successor in interest to Lithium Nevada Corp., a corporation organized and existing under the laws of the State of Nevada, pursuant to the Restructuring (as such term is defined in the Investment Agreement), "LNC"), and the Issuer entered into a Management Services Agreement. Pursuant to such agreement, the Manager will provide LNC, LNV, and its other wholly-owned subsidiaries with services including executive level services, administrative and other general services. The term of the Management Services Agreement commenced on December 20, 2024 and will terminate, unless terminated earlier pursuant to certain terms in the agreement or extended by mutual agreement of the parties, on the earlier of regulatory approval of final reclamation and closure of the Thacker Pass Project and the date on which the Manager ceases to directly or indirectly own any equity interests in LNV. LNC will pay Manager a fee of $435,134 per month for the services provided by the Manager, with annual adjustments with the specified approval of LNC. The foregoing description of the Management Services Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.10 and is incorporated by reference herein. First Amendment to Phase 1 Offtake Agreement and Direct Agreement On October 28, 2024 (such date, the "DOE Loan Closing Date"), the Issuer, indirectly through its subsidiaries, entered into certain agreements in connection with the issuance of a loan from the U.S. Department of Energy (the "DOE") for financing the construction of the processing facilities at the Thacker Pass Project (such agreements, collectively, the "DOE Loan"). Such loan was subsequently amended in connection with the Restructuring (as such term is defined in the Investment Agreement) as of the JV Closing Date. GM Holdings is not a party to the DOE Loan or amendment thereto. As of the DOE Loan Closing Date, GM Holdings and the Issuer entered into an Assignment of Offtake Agreement, dated as of October 28, 2024, by and among Issuer, LNC, and GM Holdings, pursuant to which Issuer assigned all of its interest in the Offtake Agreement to LNC. Further, as of the DOE Loan Closing Date, GM Holdings and the Issuer entered into the First Amendment to Phase 1 Offtake Agreement, dated as of October 28, 2024, by and among Issuer, LNC, and GM Holdings (the "First Amendment to Phase 1 Offtake Agreement"), pursuant to which GM Holdings, the Issuer, and LNC agreed to certain amendments to the Offtake Agreement to support Issuer and LNC in connection with obtaining their loan from the DOE. As of the DOE Loan Closing Date, GM Holdings and the Issuer also entered into a Direct Agreement, dated as of October 28, 2024, by and among GM Holdings, LNC, the Issuer, and Citibank, N.A., a national banking association, as collateral agent, pursuant to which GM Holdings consented to the pledge and assignment of, and the granting of a first-priority lien on and security interest in, all of the Issuer's and LNC's right, title and interest in, to and under the Offtake Agreement, as amended by the First Amendment to Phase 1 Offtake Agreement, in connection with the execution of the DOE Loan. The foregoing descriptions of the Assignment of Offtake Agreement, First Amendment to Phase 1 Offtake Agreement, and Direct Agreement are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibit 10.11, 10.12, and 10.13, respectively, and are incorporated by reference herein. Second Amendment to Phase 1 Offtake Agreement As of the JV Closing Date, GM Holdings and the Issuer entered into the Second Amendment to Phase 1 Offtake Agreement, dated as of December 20, 2024, by and among Issuer, LNC, and GM Holdings, to reflect the establishment of the joint venture. The foregoing description of the Second Amendment to Phase 1 Offtake Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.14 and is incorporated by reference herein. Phase 2 Offtake Agreement and Direct Agreement As of the JV Closing Date, GM Holdings and the Issuer agreed to enter into that certain Lithium Offtake Agreement (Phase Two), dated as of December 20, 2024, by and among GM Holdings, the Issuer and LNC (the "Phase 2 Offtake Agreement"), pursuant to which, following LNC's expansion phase of the Thacker Pass Project, which is anticipated to be a second production facility on or around the site of the initial phase of the Thacker Pass Project, GM Holdings or its affiliates are entitled to purchase from LNC, and LNC will produce, sell, and deliver to GM Holdings or its affiliates, further lithium carbonate produced from the Thacker Pass Project. As of the JV Closing Date, GM Holdings, LNC, the Issuer, and Citibank, N.A., a national banking association, as collateral agent, also entered into a Direct Agreement, dated as of December 20, 2024, pursuant to which GM Holdings consented to the pledge and assignment of, and the granting of a first-priority lien on and security interest in, all of the Issuer's and LNC's right, title and interest in, to and under the Phase 2 Offtake Agreement. The foregoing description of the Phase 2 Offtake Agreement and Direct Agreement is qualified in its entirety by reference to such agreements, copies of which are filed as Exhibit 10.15 and 10.16, respectively, and are incorporated by reference herein. 10.1 Master Purchase Agreement, dated January 30, 2023, between Remainco and GM Holdings (incorporated by reference to Exhibit 4.1 to the Issuer's Amendment No. 3 to Form 20-F and filed with the SEC on September 27, 2023) 10.2 Tranche 2 Subscription Agreement, dated October 3, 2023, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.13 to the Issuer's Report on Form 6-K for the month of October 2023 and filed with the SEC on October 5, 2023) 10.3 Offtake Agreement, dated February 16, 2023, between Remainco and GM Holdings (incorporated by reference to Exhibit 4.8 to the Issuer's Amendment No. 3 to Form 20-F and filed with the SEC on September 27, 2023) 10.4 Investor Rights Agreement, dated October 3, 2023, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.14 to the Issuer's Report on Form 6-K for the month of October 2023 and filed with the SEC on October 5, 2023) 10.5 Letter Agreement, dated August 29, 2024, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.1 to the Issuer's Report on Form 6-K filed with the SEC on September 3, 2024) 10.6 Investment Agreement, dated October 15, 2024, between the Issuer, GM Holdings, and LNV (incorporated by reference to Exhibit 99.2 to the Issuer's Report on Form 6-K filed with the SEC on October 17, 2024) 10.7 Termination Agreement, dated October 15, 2024, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.3 to the Issuer's Report on Form 6-K filed with the SEC on October 17, 2024) 10.8 Amended and Restated Investor Rights Agreement, dated October 15, 2024, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.4 to the Issuer's Report on Form 6-K filed with the SEC on October 17, 2024) 10.9 Amended and Restated Limited Liability Company Agreement of Lithium Nevada Ventures LLC, dated December 20, 2024, between LAC US and GM Holdings (incorporated by reference to Exhibit 99.1 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024) 10.10 Management Services Agreement, dated December 20, 2024, among Manager, LNV, LNC, and the Issuer (incorporated by reference to Exhibit 99.2 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024) 10.11 Assignment of Offtake Agreement, dated as of October 28, 2024, by and among Issuer, LNC, and GM Holdings (incorporated by reference to Exhibit 99.3 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024) 10.12 First Amendment to Phase 1 Offtake Agreement, dated as of October 28, 2024, by and among Issuer, LNC, and GM Holdings (incorporated by reference to Exhibit 99.4 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024) 10.13 Direct Agreement, dated as of October 28, 2024, by and among GM Holdings, LNC, the Issuer, and Citibank, N.A. (incorporated by reference to Exhibit 99.5 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024) 10.14 Second Amendment to Phase 1 Offtake Agreement, dated as of December 20, 2024, by and among Issuer, LNC, and GM Holdings (incorporated by reference to Exhibit 99.6 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024) 10.15 Lithium Offtake Agreement (Phase Two), dated as of December 20, 2024, by and among GM Holdings, the Issuer and LNC (incorporated by reference to Exhibit 99.7 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024) 10.16 Direct Agreement, dated as of December 20, 2024, by and among GM Holdings, LNC, the Issuer, and Citibank, N.A. (incorporated by reference to Exhibit 99.8 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024) 99.1 Joint Filing Agreement, dated December 23, 2024, by and between the Reporting Persons 99.2 Directors and Executive Officers of GM and GM Holdings GENERAL MOTORS HOLDINGS LLC /s/ John S. Kim John S. Kim/Assistant Secretary 12/23/2024 GENERAL MOTORS COMPANY /s/ John S. Kim John S. Kim/Assistant Corporate Secretary 12/23/2024 EX-99.1 2 ck0001966983-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Lithium Americas Corp.

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and between them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of December 23, 2024.

 

GENERAL MOTORS HOLDINGS LLC

 

/s/ John S. Kim

Name: John S. Kim

Title: Assistant Secretary

 

GENERAL MOTORS COMPANY

 

/s/ John S. Kim

Name: John S. Kim

Title: Assistant Corporate Secretary


EX-99.2 3 ck0001966983-ex99_2.htm EX-99.2 EX-99.2

Exhibit 99.2

Directors and Executive Officers of

General Motors Company and General Motors Holdings LLC

The following tables set forth (i) the name, present principal occupation or employment, principal business, business address of any corporation or other organization in which such occupation or employment is conducted, and citizenship of each director of General Motors Company and General Motors Holdings LLC, and (ii) the name, present principal occupation, and citizenship of each executive officer of General Motors Company and General Motors Holdings LLC. The business address of each non-executive director of General Motors Company and each person whose principal occupation or employment is with General Motors Company is c/o General Motors Company, 300 Renaissance Center, Detroit, MI, 48265.

 

 

 

 

 

Directors of General Motors Company

 

Present Principal Occupation or

Employment and Principal

Business and Business Address

 

Citizenship

Mary T. Barra

 

Chair and Chief Executive Officer

General Motors Company

 

USA

 

 

 

 

 

 

Wesley G. Bush

 

Non-executive director

 

USA

 

 

 

Joanne C. Crevoiserat

 

CEO

Tapestry, Inc.

10 Hudson Yards

New York, NY 10001

 

USA

 

 

 

Linda R. Gooden

 

Non-executive director

 

USA

 

 

 

Joseph Jimenez

 

Non-executive director

 

USA

Alfred F. Kelly, Jr.

Non-executive director

USA

 

 

 

Jonathan McNeill

 

Co-Founder & CEO

DVx Ventures

177 Huntington Ave

Suite 1730 PMB 58674

Boston, MA 02115

 

USA

 

 

 

Judith A. Miscik

 

Non-executive director

 

USA

 

 

 

Patricia F. Russo

 

Chair

Hewlett-Packard Enterprise Company

1701 Mossy Oaks Road

Spring, Texas 77389

 

USA

 

 

 

Thomas M. Schoewe

 

Non-executive director

 

USA

 

 

 

Mark A. Tatum

 

Deputy Commissioner and Chief

Operating Officer

National Basketball Association

Olympic Tower

645 Fifth Avenue

New York, NY 10022

 

USA

 

 

 

Jan E. Tighe

 

Non-executive director

 

USA

 

 

 

Devin N. Wenig

 

Non-executive director

 

USA

 

 

 

 

 

Executive Officers of General Motors Company

 

Present Principal Occupation

 

Citizenship

Mary T. Barra

 

Chair and Chief Executive Officer

 

USA

 

 

 

Grant Dixton

Executive Vice President and Chief Legal and Public Policy Officer

USA

 

 

 

Craig B. Glidden

 

Executive Vice President and Strategic Advisor

 

USA

 

 

 

Rory V. Harvey

Executive Vice President and President, Global Markets

Great Britain

Christopher T. Hatto

 

Vice President, Global Business Solutions, and Chief Accounting Officer

 

USA

 

 

 

Paul A. Jacobson

 

Executive Vice President and Chief Financial Officer

 

USA

 

 

 

Mark L. Reuss

 

President

 

USA

 

 

 

 

 

Directors of General Motors Holdings LLC

 

Present Principal Occupation or

Employment and Principal

Business and Business Address

 

Citizenship

Paul A. Jacobson

 

Executive Vice President and Chief Financial Officer

General Motors Company

 

USA

 

 

 

Mark L. Reuss

 

President

General Motors Company

 

USA

 

 

 

 

 

Executive Officers of General Motors Holdings LLC

 

Present Principal Occupation

 

Citizenship

Mary T. Barra

 

Chair and Chief Executive Officer

General Motors Company

 

USA

 

 

 

Grant Dixton

Executive Vice President and Chief Legal and Public Policy Officer

USA

 

 

 

Rory V. Harvey

Executive Vice President and President, Global Markets

General Motors Company

Great Britain

 

 

 

Christopher T. Hatto

 

Vice President, Global Business Solutions, and Chief Accounting Officer

General Motors Company

 

USA

 

 

 

Paul A. Jacobson

 

Executive Vice President and Chief Financial Officer

General Motors Company

 

USA

 

 

 

Mark L. Reuss

 

President

General Motors Company

 

USA