LITHIUM AMERICAS CORP. Debt Disclosure
Original loan agreement
The DOE and the Company’s subsidiary, Lithium Nevada LLC (“LN”), executed a loan agreement on October 28, 2024 for a construction facility with a maximum borrowing of $1.97 billion plus up to $289.6 million of capitalized interest for a total of $2.26 billion, provided under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program (the “DOE Loan”), to fund eligible construction costs of Thacker Pass, over the period from the first advance through no later than November 30, 2028. The DOE Loan agreement was amended on December 20, 2024 to accommodate the formation of Lithium Nevada Ventures, a joint venture with GM (Note 4) to own a 100% interest in LN, which owns Thacker Pass. The DOE Loan originally had a 24-year maturity with interest rates fixed from the date of each advance for the term of the loan at applicable U.S. Treasury rates without any additional credit spread. The DOE Loan was amended by the OWCA (as defined below) on October 7, 2025. Without the OWCA, the Company determined it would be unable to meet the conditions of first draw under the loan agreement by the longstop date of October 31, 2025 and, accordingly, wrote off deferred financing costs associated with the original loan agreement (Note 16).
October 7, 2025 DOE ATVM Loan Program
On October 7, 2025, the Company and the DOE entered into an omnibus waiver, consent and amendment (as amended the “OWCA”) for certain amendments to the Company’s DOE Loan. As part of the OWCA, the DOE Loan expected total loan amount decreased to $2.23 billion due to estimated capitalized interest during construction decreasing to $256 million, while the DOE Loan principal remained the same at $1.97 billion. The interest rate to be applied to amounts drawn under the DOE Loan remained unchanged at the applicable long-dated U.S. Treasury rate from the date of each draw with 0% credit spread. The DOE Loan tenor changed to approximately 23 years from date of first draw on the DOE Loan. The DOE agreed to defer $184 million of scheduled debt service obligations under the DOE Loan, which were to occur in the first five years of loan repayment, with the total deferred balance reallocated across the remaining payment periods to maturity. The Company agreed to contribute an additional $120 million to the DOE Loan reserve accounts, to be funded within 12 months of the OWCA. In addition, as part of the OWCA, the Company agreed to issue warrants to the DOE by January 31, 2026, on the terms and conditions summarized below.
On January 30, 2026, (the “Issuance Date”), the Company issued to the DOE: (a) a warrant agreement to purchase up to 18,286,687 Common Shares, which is equal to 5% of the Company’s outstanding total shares as of the Issuance Date, at an exercise price of $0.01 per share (the “LAC Warrant”), exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the LAC Warrant and (b) a warrant agreement to purchase 8,656,509,695 non-voting units of the JV (the “Non-Voting Units”), which is equal to a 5% economic interest in the JV as of the Issuance Date, at an exercise price of $0.0001 per unit (the “JV Warrant”), exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the JV Warrant. Each of the LAC Warrant and the JV Warrant shall be automatically exercised in full on a cashless basis immediately prior to expiration, and the LAC Warrant shall additionally be exercised in full via cashless exercise on the 12-month anniversary of the Issuance Date and on each one-year anniversary of such date thereafter if the VWAP of the Common Shares over the 15 Trading Days ending immediately prior to such date exceeds $30.00 per share (as adjusted).
On the Issuance Date, the JV, the Company, B.C. Corp, the LAC JV Member, GM and the DOE, entered into a Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”). Under the Put, Call and Exchange Agreement, the DOE has a put right (the “DOE Put”) to require GM to elect to either (i) purchase, or cause the JV to purchase, the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable (a “JV Warrant Sale”), or (ii) subject to applicable exchange approvals and compliance with securities laws, cause the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable, to be exchanged for a warrant to purchase a number of the Company’s Common Shares (a “JV Warrant Exchange”) that would result in the DOE holding a percentage of the total issued and outstanding Common Shares equal to the then applicable Warrant Conversion Rate (as defined below). Additionally, the exercise (including any automatic exercise) of the LAC Warrant shall be deemed to be delivery of a put notice pursuant to the Put, Call and Exchange Agreement. The sale price for a JV Warrant Sale will be mutually determined in good faith by GM and the DOE. If GM and the DOE cannot agree on
the sale price for a JV Warrant Sale within 60 days of delivery of the put notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the put notice, the parties will cause a JV Warrant Exchange to occur. The “Warrant Conversion Rate” will be, as of the time of determination, the product of (i) 100 multiplied by (ii) the quotient obtained by dividing (A) the number of fully diluted Non-Voting Units in the JV held by the DOE by (B) the number of outstanding units in JV held by the Company plus the number of fully diluted Non-Voting Units in the JV held by the DOE. The number of outstanding units in the JV held by the LAC JV Member is subject to adjustment in connection with (i) the funding of any incremental capital contribution to the JV or (ii) the transfer by the LAC JV Member of any units in the JV, in each case in accordance with the Second A&R LLCA.
In addition, from and after the earlier of the Scheduled Substantial Completion Date and the Substantial Completion Date of Thacker Pass (as such dates are defined in the Loan Arrangement Reimbursement Agreement), GM has a call right (the “GM Call”) to elect to effect, or cause the JV to effect, a JV Warrant Sale if a price can be agreed upon between GM and the DOE within 60 days of the delivery of the call notice. If GM and the DOE cannot agree on the sale price within 60 days of delivery of the call notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the call notice, the parties will cause a JV Warrant Exchange to occur.
Deferred financing costs of $400.2 million were recognized with the signing of the OWCA and were initially recorded as an asset on the Consolidated Balance Sheets. The deferred costs include $394.1 million relating to the fair value at inception of the LAC Warrant and JV Warrant and $6.1 million of costs paid to obtain the debt facility including fees paid to the lender and third-party transaction costs. The deferred financing costs are reclassified against the DOE Loan liability in proportion to the amounts borrowed in relation to total borrowings expected under the facility. These costs are amortized as interest costs over the term of the borrowing using the effective interest rate method.
Guarantee, security and covenants
Under the terms of the OWCA, the Company has guaranteed the full and timely payment of costs to complete construction of Thacker Pass and has guaranteed payment of any amounts borrowed under the DOE Loan.
The loan and guarantee are secured by, among other things, a pledge of all equity interests of LN, all assets of LN, and all tax credit proceeds received for monetization of tax credits generated by Thacker Pass. Advances under the DOE Loan, cash flows from Thacker Pass, and other amounts received by LN are required to be held in restricted cash accounts owned by LN and managed by a collateral agent.
The Company’s guarantee of the DOE Loan will remain in place until, among other things, (i) project completion has occurred; (ii) LN has paid at least four consecutive quarterly payments from operating revenues after project completion; and (iii) all reserve accounts are funded as required by the DOE Loan agreements.
The DOE Loan contains a variety of financial and nonfinancial compliance covenants. In the event of noncompliance with certain covenants, the DOE has the right to terminate the facility and demand any outstanding amounts immediately due and payable. The Company is in compliance with all covenants at December 31, 2025.
Borrowings under the DOE ATVM Loan Program
On October 20, 2025, LN received its first advance under the DOE Loan in the amount of $435.0 million. The first advance bears a fixed contractual interest rate of 4.38% per annum and repayments begin in .
Deferred financing costs of $88.4 million were recorded as debt issuance costs and offset against the carrying value of the first advance resulting in an initial net carrying value of $346.6 million. The effective
interest rate on the first draw, after giving effect to the amortization of the portion of deferred financing costs is approximately 6.36%.
|
|
Principal |
|
Debt Issuance Costs |
|
Net Outstanding |
|
|||
Initial recognition on October 20, 2025 |
|
$ |
435,000 |
|
$ |
(88,362 |
) |
$ |
346,638 |
|
Deferred interest costs |
|
|
3,761 |
|
|
- |
|
|
3,761 |
|
Amortization of debt issuance costs |
|
|
- |
|
|
588 |
|
|
588 |
|
Balance, December 31, 2025 |
|
$ |
438,761 |
|
$ |
(87,774 |
) |
$ |
350,987 |
|
Warrant obligations
On October 7, 2025, in accordance with obligations under the OWCA, the Company recorded financial liabilities related to the LAC Warrant, the JV Warrant, and the Put, Call and Exchange Agreement.
Obligations pursuant to LAC Warrant
The obligation relating to the LAC Warrant was recorded as a financial liability, as the obligation was with respect to 5% of the Company’s total outstanding shares to be determined at a future date and, accordingly, was not considered indexed solely to the Company’s equity. The Company accounted for the LAC Warrant based on the contractual terms and agreement in principle between parties upon the execution of the OWCA on October 7, 2025. These terms were consistent with those included in the warrant agreements subsequently executed on January 30, 2026.
Obligations pursuant to JV Warrant and Put, Call and Exchange Agreement
The obligation related to the JV Warrant was recorded as a financial liability as the obligation was with respect to 5% of the JV’s total units, as if the JV Warrant had been exercised for the underlying units to be determined at a future date and, accordingly, was not considered indexed solely to the Company’s equity. The Company accounted for the JV Warrant based on the contractual terms and agreement in principle between parties including the put, call and conversion features therein, upon the execution of the OWCA on October 7, 2025. These terms were consistent with those included in the warrant agreements subsequently executed on January 30, 2026.
The contingent obligations of the Company and the JV arising from the DOE Put and GM Call options are considered embedded in the JV Warrant. The JV’s embedded written option to settle the JV Warrant in cash is included in the fair value of the JV Warrant on the JV’s Consolidated Balance Sheet, whereas the Company’s embedded written option to purchase the JV Warrant from the DOE is included in the fair value of the JV Warrant in the Company’s Consolidated Balance Sheet.
The following table represents a reconciliation from the initial recognition of the obligations pursuant to the LAC Warrant and JV Warrant on October 7, 2025 to the fair value of the warrant obligations at December 31, 2025:
|
|
LAC Warrant Obligation |
|
JV Warrant Obligation |
|
Total Warrant Obligation |
|
|||
Initial recognition on October 7, 2025 |
|
$ |
143,391 |
|
$ |
250,725 |
|
$ |
394,116 |
|
Gain on change in fair value recognized in the Consolidated Statements of Loss |
|
|
(59,595 |
) |
|
(100,430 |
) |
|
(160,025 |
) |
Balance, December 31, 2025 |
|
$ |
83,796 |
|
$ |
150,295 |
|
$ |
234,091 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 19, 2026 | Showing above |
| 2024 | Mar 28, 2025 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.