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GENERAL MOTORS FINANCIAL COMPANY, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

July 10, 2014

Item 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement.

On July 7, 2014, General Motors Financial Company, Inc. (the "Company") completed the public offering of $700,000,000 aggregate principal amount of the Company's 2.625% Senior Notes due 2017 (the "2017 Notes") and $800,000,000 aggregate principal amount of the Company's 3.500% Senior Notes due 2019 (the "2019 Notes" and, together with the 2017 Notes, the "Notes") pursuant to an Underwriting Agreement, dated July 7, 2014 (the "Underwriting Agreement"), among the Company, AmeriCredit Financial Services, Inc., Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (the "Underwriters"). The Notes are guaranteed by the Company's principal United States operating subsidiary, AmeriCredit Financial Services, Inc. (the "Guarantor").

The Company estimates that the net proceeds of the offering of the Notes will be approximately $1.48 billion, after deducting the Underwriters' discounts and commissions and the estimated expenses of the offering. The net proceeds from the offering will be added to the Company's general funds and will be available for general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Guarantor, customary conditions to closing, other obligations of the parties and termination provisions. Additionally, the Company and the Guarantor have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933 (the "Securities Act"), or to contribute to payments the underwriters may be required to make because of any of those liabilities.

The foregoing description is a brief summary of the Underwriting Agreement and does not purport to be a complete statement of the parties' rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

The offering of the Notes was made pursuant to a shelf registration statement on Form S-3 (File No. 333- 196531), which was declared effective by the Securities and Exchange Commission (the "SEC") on June 16, 2014. A prospectus supplement dated July 7, 2014 relating to the Notes and supplementing the Prospectus dated June 16, 2014 was filed with the SEC pursuant to Rule 424(b)(2) under the Securities Act. The legal opinion of Hunton & Williams LLP related to the offering of the Notes pursuant to the Registration Statement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Indenture

The Company issued the Notes pursuant to the Indenture, dated July 10, 2014 (the "Base Indenture"), as supplemented with respect to the 2017 Notes by the First Supplemental Indenture, dated July 10, 2014 (the "First Supplemental Indenture"), and as further supplemented with respect to the 2019 Notes by the Second Supplemental Indenture, dated July 10, 2014 (the "Second Supplemental Indenture" and, together with the Base Indenture and the First Supplemental Indenture, the "Indenture"), in each case by and among the Company, the Guarantor and Wells Fargo Bank, National Association, as trustee.

The 2017 Notes will bear interest at a rate of 2.625% per year on the principal amount of the 2017 Notes, payable semi-annually in arrears on July 10 and January 10 of each year, beginning on January 10, 2015. The 2017 Notes will mature on July 10, 2017.

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The 2019 Notes will bear interest at a rate of 3.500% per year on the principal amount of the 2019 Notes, payable semi-annually in arrears on July 10 and January 10 of each year, beginning on January 10, 2015. The 2019 Notes will mature on July 10, 2019.

The Indenture contains covenants that limits the Company's ability to sell all or substantially all of its assets or merge or consolidate with or into other companies and that provide that the Company and certain of its subsidiaries' may not grant liens to other creditors, unless the Notes are secured by liens on an equal and ratable basis to those granted to such other creditors. In addition, if a change of control (as that term is defined in the Indenture) occurs prior to the Company being rated "investment grade" by at least two of three listed rating agencies, the holders of Notes will have the right, subject to certain conditions, to require the Company to repurchase their Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, as of the date of repurchase.

The Company, at its option, may redeem the Notes at any time in whole or from time to time in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 25 basis points. The Company will also pay the accrued and unpaid interest on the principal amount being redeemed to the date of redemption.

The Indenture provides for customary events of default, including nonpayment, failure to comply with covenants or other agreements in the Indenture, any subsidiary guarantee shall cease to be in full force and effect or any guarantor shall deny or disaffirm its obligations under its subsidiary guarantee, and certain events of bankruptcy or insolvency. If any event of default occurs and is continuing with respect to a series of Notes, the trustee or the holders of at least 25% in principal amount of the then outstanding Notes of such series may declare all of the Notes of such series to be due and payable immediately.

Copies of the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture are attached as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description is a brief summary of the Indenture and does not purport to be a complete statement of the parties' rights and obligations thereunder. The foregoing description is qualified in its entirety by the terms of the Indenture.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Indenture is incorporated into this Item 2.03 by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated July 7, 2014, by and among General Motors Financial Company, Inc., AmeriCredit Financial Services, Inc., as guarantor, Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein, in connection with the offer and sale of $700,000,000 in aggregate principal amount of the Company's 2.625% Senior Notes due 2017 and $800,000,000 in aggregate principal amount of the Company's 3.500% Senior Notes due 2019. 4.1 Indenture, dated July 10, 2014, by and among General Motors Financial Company, Inc., AmeriCredit Financial Services, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee. 4.2 First Supplemental Indenture, dated July 10, 2014, by and among General Motors Financial Company, Inc., AmeriCredit Financial Services, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, with respect to the 2.625% Senior Notes due 2017. 4.3 Second Supplemental Indenture, dated July 10, 2014, by and among General Motors Financial Company, Inc., AmeriCredit Financial Services, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, with respect to the 3.500% Senior Notes due 2019. 4.4 Form of Global Note for General Motors Financial Company, Inc.'s 2.625% Senior Notes due 2017 (included in Exhibit 4.2). 4.5 Form of Global Note for General Motors Financial Company, Inc.'s 3.500% Senior Notes due 2019 (included in Exhibit 4.3). 5.1 Opinion of Hunton & Williams LLP. 23.1 Consent of Hunton & Williams LLP (included in Exhibit 5.1).



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