FORT WORTH, Texas - (Business Wire) GENERAL MOTORS FINANCIAL COMPANY, INC., formerly known as AmeriCredit Corp. (“GM Financial” or the “Company”), today announced that, pursuant to the terms of the indenture relating to its 0.75% convertible senior notes due 2011 (the “2011 Notes”) and the indenture relating to its 2.125% convertible senior notes due 2013 (the “2013 Notes,” and together with the 2011 Notes, the “Notes”), and as a result of the Make-Whole Fundamental Change that occurred as a result of the merger (the “Merger”) pursuant to the previously announced Agreement and Plan of Merger, dated as of July 21, 2010, among General Motors Holdings LLC (“Holdings”), a wholly-owned subsidiary of General Motors Company (“General Motors”), Goalie Texas Holdco Inc. (“Goalie”), and GM Financial, whereby GM Financial is the surviving corporation of the Merger with Goalie and became a wholly-owned subsidiary of Holdings and a wholly-owned indirect subsidiary of General Motors, the conversion rates of the Notes have been adjusted. The effective date of the Merger is October 1, 2010.
In accordance with Section 15.03(b) of the indentures, GM Financial is required to give notice of the amounts by which the conversion rates of the Notes have been increased.
In accordance with Section 15.03 of the indentures, in connection with the Make-Whole Fundamental Change described above, GM Financial has increased the conversion rate applicable to the Notes entitled to such increase as provided in each of the indentures. Pursuant to the indentures, the Notes are convertible solely for cash. The adjusted conversion rate for the 2011 Notes is 40.8444 shares of GM Financial common stock per $1,000 principal amount of 2011 Notes, which would result in a cash payment of $1,000.69 per $1,000 principal amount of 2011 Notes duly surrendered for conversion. The adjusted conversion rate for the 2013 Notes is 40.8495 shares of GM Financial common stock per $1,000 principal amount of 2013 Notes, which would result in a cash payment of $1000.81 per $1,000 principal amount of 2013 Notes duly surrendered for conversion.
The increase was calculated by adding the conversion rate that would otherwise apply to the Notes plus an amount equal to the applicable Make-Whole Conversion Rate Adjustment determined in accordance with the terms of each of the indentures.
On or before the twentieth day after the effective date of the Merger, GM Financial will also provide to all holders of record of the Notes a “Fundamental Change Company Notice” specifying, among other things, the time periods during which the Notes must be surrendered in order to be entitled to any such increase in the conversion rate, which will be not less than twenty business days and not more than thirty-five business days after the date of the Fundamental Change Company Notice.
About GM Financial
General Motors Financial Company, Inc. provides auto finance solutions through auto dealers across the United States. GM Financial has approximately 3,000 employees in the U.S. and Canada, 800,000 customers and $9 billion in auto receivables. The company is a wholly-owned subsidiary of General Motors and is headquartered in Fort Worth, Texas. For more information, visit www.americredit.com.
Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that involve risks and uncertainties detailed from time to time in the Company's filings and reports with the Securities and Exchange Commission (the “SEC”) including the Company's annual report on Form 10-K for the year ended June 30, 2010. Such risks include – but are not limited to – variable economic conditions, adverse portfolio performance, volatile wholesale vehicle values, reliance on warehouse financing and capital markets, the ability to continue to securitize loans, the continued availability of credit enhancement for securitization transactions on acceptable terms, fluctuating interest rates, competition, regulatory and legal changes, the high degree of risk associated with subprime borrowers, and exposure to litigation. These forward-looking statements are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. Actual events or results may differ materially. It is advisable not to place undue reliance on any forward-looking statements. The Company undertakes no obligation to, and does not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.