Filed pursuant to Rule 424(b)(7)
SEC File No. 333-139429
Prospectus Supplement No. 1
to Prospectus dated December 15, 2006
0.75% Convertible Senior Notes due 2011,
2.125% Convertible Senior Notes due 2013
and
Shares of Common Stock Issuable upon Conversion of the Notes
This prospectus supplement No. 1 relates to the resale by selling securityholders of AmeriCredit Corp.’s 0.75% Convertible Senior Notes due 2011, 2.125% Convertible Senior Notes due 2013 and the shares of AmeriCredit Corp.’s common stock issuable upon conversion of the notes.
You should read this prospectus supplement No. 1 in conjunction with the prospectus dated December 15, 2006, which should be delivered in conjunction with this prospectus supplement. This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the prospectus, including any amendments or supplements to the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes information contained in the prospectus.
Investing in the notes and the common stock issuable upon conversion of the notes involves risk. See the discussion entitled “Risk Factors” beginning on page 6 of the prospectus dated December 15, 2006.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the prospectus dated December 15, 2006. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 23, 2007
The information appearing under the section entitled “Selling Securityholders” beginning on page 60 of the prospectus dated December 15, 2006, is amended and restated in its entirety by the information below.
SELLING SECURITYHOLDERS
The notes were originally issued by us and sold to Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Deutsche Bank Securities, Inc., Friedman, Billings, Ramsey & Co., Inc. and Wachovia Capital Markets, LLC, which we refer to as the initial purchasers, and resold by the initial purchasers in transactions exempt from the registration requirements of the Securities Act to persons reasonably believed by the initial purchasers to be “qualified institutional buyers” as defined by Rule 144A under the Securities Act. The selling securityholders, including their transferees, pledgees, donees, assignees or successors, may from time to time offer and sell pursuant to this prospectus any or all of the notes listed below and the shares of common stock issued upon conversion of the notes.
Selling securityholders may be deemed to be “underwriters” as defined in the Securities Act. Any profits realized by the selling securityholders may be deemed to be underwriting commissions.
The table below sets forth the name of each selling securityholder, the principal amount of notes that each selling securityholder owns and the numbers of shares of common stock into which those notes are convertible, each of which may be offered pursuant to this prospectus. Unless set forth below, to the best of our knowledge, none of the selling securityholders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates.
We have prepared the table below based on information received from the selling securityholders on or prior to January 22, 2007. However, any or all of the notes or shares of common stock listed below may be offered for sale pursuant to this prospectus by the selling securityholders from time to time. Accordingly, no estimate can be given as to the amounts of notes or number of shares of common stock that will be held by the selling securityholders upon consummation of any sales. In addition, the selling securityholders listed in the table below may have acquired, sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their notes since the date as of which the information in the table is presented.
Information about the selling securityholders may change over time. Any changed information will be set forth in prospectus supplements or post-effective amendments to the shelf registration statement, as required. From time to time, additional information concerning ownership of the notes and shares of common stock may rest with certain holders of the notes not named in the table below and of whom we are unaware.
Name | 2011 Notes | 2013 Notes | Principal Amount of Notes Beneficially Owned and Offered | Common Stock Issuable Upon Conversion of the Notes(1) | Common Stock Owned After Completion of the Offering(2) | |||||
1976 Distribution Trust FBO A.R. Lauder | 2,000 | 4,000 | 6,000 | 202 | — | |||||
2000 Revocable Trust FBO A.R. Lauder | 2,000 | 4,000 | 6,000 | 202 | — | |||||
Advent Convertible Master Fund LP | 2,254,000 | 2,254,000 | 4,508,000 | 154,166 | — | |||||
AHFP Context | 500,000 | — | 500,000 | 17,811 | — | |||||
Alcon Laboratories | 203,000 | 366,000 | 569,000 | 19,226 | — | |||||
Alexandra Global Master Fund Ltd. | 5,000,000 | — | 5,000,000 | 178,116 | — |
Name | 2011 Notes | 2013 Notes | Principal Amount of Notes Beneficially Owned and Offered | Common Stock Issuable Upon Conversion of the Notes(1) | Common Stock Owned After Completion of the Offering(2) | |||||
Allstate Insurance Company (3) | 2,000,000 | — | 2,000,000 | 71,246 | 70,400 | |||||
Altma Fund SICAV Plc in respect of the Grafton Fund Sub | 1,750,000 | — | 1,750,000 | 62,340 | — | |||||
Argent Class Convertible Arbitrage Fund II, L.P. | 200,000 | — | 200,000 | 7,124 | — | |||||
Argent Classic Convertible Arbitrage Fund Ltd. | 6,360,000 | — | 6,360,000 | 226,564 | — | |||||
Argent Classic Convertible Arbitrage Fund, Inc. | 6,360,000 | — | 6,360,000 | 226,564 | — | |||||
Argent Classic Convertible Arbitrage Fund, L.P. | 850,000 | — | 850,000 | 30,279 | — | |||||
Argent LowLev Convertible Arbitrage Fund II, LLC | 40,000 | — | 40,000 | 1,424 | — | |||||
Argent LowLev Convertible Arbitrage Fund Ltd. | 1,950,000 | — | 1,950,000 | 69,465 | — | |||||
Argent LowLev Convertible Arbitrage Fund, LLC | 100,000 | — | 100,000 | 3,562 | — | |||||
Argentum Multi-Strategy Fund Ltd - Classic | 100,000 | — | 100,000 | 3,562 | — | |||||
Aristeia International Limited | — | 25,415,000 | 25,415,000 | 832,938 | — | |||||
Aristeia Partners LP | — | 1,335,000 | 1,335,000 | 43,752 | — | |||||
Arlington County Employees Retirement System | 291,000 | 524,000 | 815,000 | 17,173 | — | |||||
British Virgin Islands Social Security Board | 67,000 | 121,000 | 188,000 | 6,352 | — | |||||
CALAMOS Market Neutral Income Fund – CALAMOS Investment Trust | — | 6,000,000 | 6,000,000 | 196,641 | — | |||||
Canadian Imperial Holdings Inc. | 16,500,000 | — | 16,500,000 | 587,784 | — |
Name | 2011 Notes | 2013 Notes | Principal Amount of Notes Beneficially Owned and Offered | Common Stock Issuable Upon Conversion of the Notes(1) | Common Stock Owned After Completion of the Offering(2) | |||||
Casam Context Offshore Advantage Fund Limited | 650,000 | — | 650,000 | 23,155 | — | |||||
Cheyne Fund LP | 548,000 | — | 548,000 | 19,521 | — | |||||
Cheyne Leverage Fund LP | — | 452,000 | 452,000 | 14,813 | — | |||||
Citadel Equity Fund Ltd. (3) | 18,000,000 | 39,500,000 | 57,500,000 | 1,935,772 | — | |||||
City University of New York | 58,000 | 105,000 | 163,000 | 5,507 | — | |||||
Class C Trading Company, Ltd. | 1,020,000 | — | 1,020,000 | 36,335 | — | |||||
CNH CA Master Account, L.P. | 5,000,000 | 5,000,000 | 10,000,000 | 341,984 | — | |||||
Context Advantage Master Fund, L.P. | 5,200,000 | — | 5,200,000 | 185,241 | — | |||||
Cowen & Co LLC (4) | 504,000 | — | 504,000 | 17,954 | — | |||||
CQS Convertible and Quantitative Strategies Master Fund Limited | 10,000,000 | 11,000,000 | 21,000,000 | 716,763 | — | |||||
Credit Agricole Structured Asset Management | 150,000 | — | 150,000 | 5,343 | — | |||||
Deutsche Bank AG London (3) | 13,705,000 | 12,820,000 | 26,525,000 | 908,373 | — | |||||
Deutsche Bank Securities (4) | — | 20,250,000 | 20,250,000 | 663,663 | — | |||||
Finch Tactical Plus Class B | 200,000 | — | 200,000 | 7,124 | — | |||||
Fore Convertible Master Fund, Ltd. (4) | 676,000 | 339,000 | 1,015,000 | 35,191 | 26,500 | |||||
Fore Erisa Fund, Ltd. (4) | 74,000 | 36,000 | 100,000 | 3,815 | 2,800 | |||||
Fore Multi Strategy Master Fund, Ltd. (4) | 136,000 | 68,000 | 204,000 | 7,073 | 5,100 | |||||
GLG Market Neutral Fund | — | 10,000,000 | 10,000,000 | 327,755 | — | |||||
Global Convertible Opportunities Fund | 500,000 | — | 500,000 | 17,811 | — |
Name | 2011 Notes | 2013 Notes | Principal Amount of Notes Beneficially Owned and Offered | Common Stock Issuable Upon Conversion of the Notes(1) | Common Stock Owned After Completion of the Offering(2) | |||||
Goldman Sachs & Co. Profit Sharing Master Trust (3) | 230,000 | — | 230,000 | 8,193 | — | |||||
Grable Foundation | 34,000 | 61,000 | 95,000 | 3,210 | — | |||||
Grace Convertible Arbitrage Fund, Ltd. | — | 4,000,000 | 4,000,000 | 131,100 | — | |||||
Grady Hospital | 56,000 | 100,000 | 156,000 | 5,272 | — | |||||
Guggenheim Portfolio Company XXXI, LLC | 333,000 | — | 333,000 | 11,862 | — | |||||
HFR CA Global Select Master Trust Account | 380,000 | — | 380,000 | 13,536 | — | |||||
HFR CA Select Master Trust | — | 1,400,000 | 1,400,000 | 45,885 | — | |||||
HFR Convertible Arbitrage Fund | 157,000 | 157,000 | 314,000 | 10,738 | — | |||||
HFR RVA Combined Master Trust | 182,000 | — | 182,000 | 6,483 | — | |||||
Independence Blue Cross | 309,000 | 556,000 | 865,000 | 29,229 | — | |||||
Institutional Benchmark Series (Master Feeder) Ltd. | — | 1,200,000 | 1,200,000 | 39,330 | — | |||||
Institutional Benchmark Series (Master Feeder) Ltd. In Respect of Alcor Series | 250,000 | — | 250,000 | 8,905 | — | |||||
KBC Convertibles MAC28 Limited (3) | 1,000,000 | — | 1,000,000 | 35,623 | — | |||||
KBC Diversified Fund, A Segregated Portfolio of KBC Diversified Fund, SPC (3) | 2,000,000 | — | 2,000,000 | 71,246 | — | |||||
KBC Financial Products USA Inc. (4) | — | 7,000,000 | 7,000,000 | 229,428 | — | |||||
Lyxor Convertible Arbitrage Fund | 89,000 | 89,000 | 178,000 | 6,087 | — | |||||
Lyxor Master Fund Ref: Argent/LowLev CB c/o Argent | 520,000 | — | 520,000 | 18,524 | — | |||||
Lyxor Quest Fund, Ltd. | 4,000,000 | — | 4,000,000 | 142,493 | — |
Name | 2011 Notes | 2013 Notes | Principal Amount of Notes Beneficially Owned and Offered | Common Stock Issuable Upon Conversion of the Notes(1) | Common Stock Owned After Completion of the Offering(2) | |||||
Lyxor/Context Fund Ltd. (3) | 1,050,000 | — | 1,050,000 | 37,404 | — | |||||
Man Mac 1, Ltd. (4) | 114,000 | 57,000 | 171,000 | 5,929 | 4,400 | |||||
New Orleans Firefighters | 34,000 | 61,000 | 95,000 | 3,210 | — | |||||
Occidental Petroleum | 129,000 | 232,000 | 361,000 | 12,198 | — | |||||
Oz Special Funding (OZMD), LP | 18,270,000 | — | 18,270,000 | 650,837 | — | |||||
Partners Group Alternative Strategies PCC LTD | 640,000 | — | 640,000 | 22,798 | — | |||||
PNC Equity Securities LLC (3) | 2,500,000 | — | 2,500,000 | 89,058 | — | |||||
Police & Firemen of the City of Detroit | 226,000 | 407,000 | 633,000 | 21,389 | — | |||||
Polygon Global Opportunities Master Fund | 2,500,000 | 2,500,000 | 5,000,000 | 170,992 | — | |||||
Promutual | 367,000 | 661,000 | 1,028,000 | 34,737 | — | |||||
Quest Global Convertible Master Fund, Ltd. | 100,000 | — | 100,000 | 3,562 | — | |||||
RBC Capital Markets (4) | 3,000,000 | — | 3,000,000 | 106,869 | — | |||||
Rhythm Fund, Ltd. (3) | 2,000,000 | — | 2,000,000 | 71,246 | — | |||||
RMF Umbrella SICAV | 250,000 | — | 250,000 | 8,905 | — | |||||
Sage Capital Management LLC | 250,000 | 250,000 | 500,000 | 17,098 | — | |||||
San Diego County Employees Retirement Assoc. Convertible Arbitrage | — | 2,400,000 | 2,400,000 | 78,661 | — | |||||
San Francisco Public Employees Retirement System | 577,000 | 1,037,000 | 1,614,000 | 54,540 | — | |||||
Silver Convertible Arbitrage Fund, LDC | 100,000 | — | 100,000 | 3,562 | — | |||||
Stark Master Fund Ltd. (3) | 27,000,000 | 8,000,000 | 35,000,000 | 1,224,033 | — |
Name | 2011 Notes | 2013 Notes | Principal Amount of Notes Beneficially Owned and Offered | Common Stock Issuable Upon Conversion of the Notes(1) | Common Stock Owned After Completion of the Offering(2) | |||||
Trustmark | 145,000 | 261,000 | 406,000 | 13,719 | — | |||||
UBS AG London FBO WCBP (3) | — | 12,250,000 | 12,250,000 | 401,499 | 694,600 | |||||
UBS Securities LLC (4) | 489,000 | 5,250,000 | 5,739,000 | 189,490 | 200,612 | |||||
Vicis Capital Master Fund | 6,000,000 | 6,000,000 | 12,000,000 | 410,380 | — | |||||
Whitebox Diversified Convertible Arbitrage Partners, L.P. | 800,000 | — | 800,000 | 28,498 | — | |||||
Worldwide Transactions Limited | 400,000 | — | 400,000 | 14,249 | — | |||||
Xavex Convertible Arbitrage 10 Fund | 340,000 | — | 340,000 | 12,111 | — | |||||
Xavex Convertible Arbitrage 2 Fund | 50,000 | — | 50,000 | 1,781 | — |
(1) | Assumes conversion of all of the holder’s notes at a conversion rate of 35.6233 shares of common stock per $1,000 principal amount of the 2011 notes and a conversion rate of 32.7755 shares of common stock per $1,000 principal amount of the 2013 notes. Each conversion rate is subject to adjustment, however, as described under “Description of Notes—Conversion Rights.” As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. |
(2) | Assumes that either all of the principal amount of notes offered hereby or all of the shares of common stock offered hereby are sold by the selling securityholders. |
(3) | This selling securityholder is an affiliate of a broker-dealer. |
(4) | This selling securityholder is a broker-dealer. |
(5) | Information about other selling securityholders will be set forth in additional prospectus supplements, if required. |