PROSPECTUS SUPPLEMENT
(To Prospectus dated July 17, 2017)
$2,500,000,000
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GENERAL MOTORS FINANCIAL COMPANY, INC.
$500,000,000 4.200% Senior Notes due 2021
$1,500,000,000 5.100% Senior Notes due 2024
$500,000,000 5.650% Senior Notes due 2029
We are offering $500,000,000 aggregate principal amount of our 4.200% senior notes due 2021 (the “2021 Notes”), $1,500,000,000 aggregate principal amount of our 5.100% senior notes due 2024 (the “2024 Notes”) and $500,000,000 aggregate principal amount of our 5.650% senior notes due 2029 (the “2029 Notes” and, together with 2021 Notes and the 2024 Notes, the “Notes”).
The 2021 Notes offered hereby will constitute a further issuance of our 4.200% Senior Notes due 2021, of which $1,000,000,000 aggregate principal amount was issued on November 6, 2018 (the “Existing 2021 Notes”). The 2021 Notes will form a single series with, and have the same terms, other than the initial offering price and the issue date, as the Existing 2021 Notes. Upon settlement, the 2021 Notes will have the same CUSIP number and will trade interchangeably with the Existing 2021 Notes. The offering price of the 2021 Notes will include accrued interest from, and including, November 6, 2018 to, but excluding, the issue date of the 2021 Notes, which must be paid by the purchasers of the 2021 Notes. Immediately after giving effect to the issuance of the 2021 Notes offered hereby, we will have $1,500,000,000 aggregate principal amount of 4.200% Senior Notes due 2021 outstanding.
We will pay interest on the 2021 Notes semi-annually in arrears on May 6 and November 6 of each year, commencing on May 6, 2019. Interest will accrue on the 2021 Notes from and including November 6, 2018, the original issue date of the Existing 2021 Notes. We will pay interest on the 2024 Notes and the 2029 Notes semi-annually in arrears on July 17 and January 17 of each year, commencing on July 17, 2019. Interest will accrue on each of the 2024 Notes and the 2029 Notes from the issue date. The 2021 Notes will mature on November 6, 2021, the 2024 Notes will mature on January 17, 2024 and the 2029 Notes will mature on January 17 2029.
At our option, we may redeem any or all series of the 2021 Notes, the 2024 Notes and the 2029 Notes offered hereby, in whole or in part, at any time and from time to time before their maturity at the redemption prices set forth under “Description of the Notes—Optional Redemption.”
The Notes will be our unsecured senior obligations. The Notes will rank senior in right of payment to all of our 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 our existing and future indebtedness that is not so subordinated, including, without limitation, our other senior notes; effectively junior to any of our 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 our subsidiaries.
We do not intend to apply for listing of the Notes on any securities exchange or for inclusion of the Notes in any automated quotation system. Currently there is no public market for any of the 2024 Notes or the 2029 Notes, and there can be no guarantee as to whether a secondary market for the 2021 Notes will be maintained.
Investing in the Notes involves risks. See “Risk Factors” beginning on pageS-5 of this prospectus supplement.
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 accompanying prospectus. Any representation to the contrary is a criminal offense.
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| | Per 2021 Note | | | Total | | | Per 2024 Note | | | Total | | | Per 2029 Note | | | Total | |
Public offering price(1) | | | 100.029 | % | | $ | 500,145,000 | | | | 99.786 | % | | $ | 1,496,790,000 | | | | 99.955 | % | | $ | 499,775,000 | |
Underwriting discounts | | | 0.250 | % | | $ | 1,250,000 | | | | 0.350 | % | | $ | 5,250,000 | | | | 0.450 | % | | $ | 2,250,000 | |
Proceeds, before expenses, to us | | | 99.779 | % | | $ | 498,895,000 | | | | 99.436 | % | | $ | 1,491,540,000 | | | | 99.505 | % | | $ | 497,525,000 | |
(1) | Plus accrued interest from, and including, November 6, 2018 to, but excluding, the issue date totaling $4,141,666.67, in the case of the 2021 Notes, which must be paid by the purchasers of the 2021 Notes. Plus accrued interest, if any, from the issue date, in the case of the 2024 Notes and the 2029 Notes. |
The underwriters expect to deliver the Notes to the purchasers in book-entry only form through the facilities of The Depository Trust Company, including its participants Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about January 17, 2019.
Joint Book-Running Managers
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Barclays | | J.P. Morgan | | RBC Capital Markets | | Scotiabank | | SMBC Nikko | | Wells Fargo Securities |
Co-Managers
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BMO Capital Markets | | Loop Capital Markets | | MUFG | | Mischler Financial Group, Inc. | | The Williams Capital Group, L.P. |
The date of this prospectus supplement is January 14, 2019.