UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2018 (November 1, 2018)
General Motors Financial Company, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 1-10667 | 75-2291093 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
801 Cherry Street, Suite 3500, Fort Worth, Texas 76102
(Address of principal executive offices, including Zip Code)
(817)302-7000
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) orRule 12b-2 of the Securities Exchange Act of 1934 (17 CFR240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On November 6, 2018, General Motors Financial Company, Inc. (the “Company”) closed the public offering of $350,000,000 aggregate principal amount of its floating rate notes due 2021 (the “Floating Rate Notes”) and $1,000,000,000 aggregate principal amount of its 4.200% senior notes due 2021 (the “2021 Notes” and, together with the Floating Rate Notes, the “Notes”) pursuant to an underwriting agreement, dated November 1, 2018 (the “Underwriting Agreement”), by and among the Company and BBVA Securities Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Lloyds Securities Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Notes were sold pursuant to a shelf registration statement onForm S-3 (FileNo. 333-219323) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on July 17, 2017 and became automatically effective. A prospectus supplement, dated November 1, 2018, relating to the Notes and supplementing the prospectus dated July 17, 2017, was filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The Company estimates that the net proceeds of the offering of the Notes were approximately $1.34 billion, after deducting the Underwriters’ discounts and the estimated expenses of the offering. The net proceeds from the offering of the Notes will be added to the Company’s general funds and will be available for general corporate purposes.
The Floating Rate Notes and the 2021 Notes were issued as separate series of debt securities pursuant to an indenture, dated October 13, 2015 (as amended and supplemented to the date hereof, the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the thirty-third supplemental indenture thereto, dated November 6, 2018, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
The Notes are the Company’s unsecured senior obligations. The Notes will rank senior in right of payment to all of the Company’s existing and future indebtedness and other obligations that are expressly subordinated in right of payment to the Notes;pari passu in right of payment with all of the Company’s existing and future indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness and other secured obligations to the extent of the assets securing such indebtedness or other secured obligations; and effectively junior to any liabilities of the Company’s subsidiaries.
The Floating Rate Notes will bear interest at a floating rate, reset quarterly, equal to three-month U.S. dollar London Interbank Offered Rate plus 1.100%. The Company will pay interest on the Floating Rate Notes quarterly in arrears on February 6, May 6, August 6 and November 6 of each year, commencing on February 6, 2019. The Floating Rate Notes will mature on November 6, 2021.
The 2021 Notes will bear interest at a rate of 4.200% per annum, payable semi-annually in arrears on May 6 and November 6 of each year, commencing on May 6, 2019. Unless earlier redeemed, the 2021 Notes will mature on November 6, 2021.
Interest will accrue on the Notes from November 6, 2018.
The Company may not redeem the Floating Rate Notes prior to maturity. Prior to maturity, the Company may redeem the 2021 Notes, in whole or in part from time to time, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption: (i) 100% of the principal amount of the 2021 Notes being redeemed; and (ii) as determined by the quotation agent for the 2021 Notes, the sum of the present values of the remaining scheduled payments of principal and interest on the 2021 Notes being redeemed (exclusive of interest accrued and unpaid as of the date of redemption), discounted to the date of redemption on a semi-annual basis at the applicable U.S. treasury rate plus 20 basis points.
The Indenture contains covenants, among others, that limit the Company’s ability to sell all or substantially all of its or its subsidiaries’ assets or merge or consolidate with or into other companies, and that prohibit the Company and certain of its subsidiaries from granting liens to other creditors, unless the Notes are secured on an equal and ratable basis with the obligations so secured.
The Indenture provides for customary events of default, including nonpayment, failure to comply with covenants or other agreements in the Indenture and certain events of bankruptcy or insolvency. If an event of default occurs and continues with respect to a series of Notes, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes of such series may declare the entire principal amount of all the Notes of such series to be due and payable immediately (except that if such event of default is caused by certain events of bankruptcy or insolvency, the entire principal of the Notes will become due and payable immediately without further action or notice).
The foregoing descriptions are brief summaries of the Underwriting Agreement, the Indenture and the Notes, and do not purport to be complete statements of the parties’ rights and obligations thereunder. The foregoing descriptions are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the forms of the Notes, copies of which are attached as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, to this Current Report onForm 8-K and are incorporated by reference herein.
The legal opinion of Latham & Watkins LLP related to the offering of the Notes pursuant to the Registration Statement is filed as Exhibit 5.1 to this Current Report onForm 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| General Motors Financial Company, Inc. | ||||||
| (Registrant) | ||||||
| Date: November 6, 2018 | By: | /s/ Susan B. Sheffield | ||||
| Susan B. Sheffield | ||||||
Executive Vice President and Chief Financial Officer | ||||||
