AmeriCredit Corp. Gives Notice of Anticipated Effective Date of Fundamental Change to Holders of Convertible Notes
09 September 2010 - 11:03PM
Business Wire
AMERICREDIT CORP. (NYSE: ACF) (“AmeriCredit” or the “Company”),
today announced that, pursuant to the terms of the indenture
relating to its 0.75% convertible senior notes due 2011 and the
indenture relating to its 2.125% convertible senior notes due 2013
(the “Notes”), it has designated October 1, 2010, as the
“anticipated effective date” of the Make-Whole Fundamental Change
that will occur as a result of the merger (the “Merger”)
contemplated by 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 AmeriCredit, whereby AmeriCredit will be the surviving
corporation of the Merger with Goalie and will become a
wholly-owned subsidiary of Holdings and a wholly-owned indirect
subsidiary of General Motors.
In accordance with Section 15.01(b)(iii), 15.03(b) and 15.09 of
the indentures, AmeriCredit is required to give advance notice of
the “anticipated effective date” of the Make-Whole Fundamental
Change that will occur as a result of the Merger for purposes of
determining the resulting adjustment, if any, to the conversion
rate of the Notes.
In accordance with Section 15.03 of the indentures, in
connection with the Make-Whole Fundamental Change described above,
AmeriCredit will increase the conversion rate applicable to the
Notes entitled to such increase as provided in each of the
indentures. The increase, if any, will be 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 to be determined in accordance with the terms of each of
the indentures. No later than the actual effective date of the
Make-Whole Fundamental Change, AmeriCredit will mail to each
noteholder, the trustee for the Notes and the conversion agent for
the Notes written notice of, and will publicly announce, the
effective date of the Merger and the amounts, if any, by which the
conversion rates of the Notes have been increased.
Following the occurrence of the effective date of the Merger,
AmeriCredit 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.
While the parties expect that the Merger may be consummated as
early as October 1, 2010, the Merger is subject to certain closing
conditions and there can be no assurance that the required
conditions will be satisfied by October 1, 2010, or at all, and
consequently there can be no assurance that the Merger will be
consummated on that date, or at all.
About
AmeriCredit
AmeriCredit Corp. is a leading independent automobile finance
company that provides financing solutions indirectly through auto
dealers across the United States. AmeriCredit has about 800,000
customers and approximately $9 billion in auto receivables. The
Company was founded in 1992 and is headquartered in Fort Worth,
Texas. For more information, visit www.americredit.com.
Forward-Looking
Statements
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. The definitive agreement for
GM to acquire AmeriCredit is subject to closing conditions and
there is a risk that the transaction may not close. 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.
Important Additional
Information Regarding the Merger Filed With the SEC
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell any securities of AmeriCredit.
In connection with the proposed merger, AmeriCredit has filed a
definitive proxy statement with the Securities and Exchange
Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.
Investors and security holders may obtain a free copy of the proxy
statement and other relevant documents filed with the SEC from the
SEC’s web site at http://www.sec.gov. Investors and security
holders and other interested parties can also obtain, free of
charge, a copy of the proxy statement and other relevant documents
by directing a request by mail or telephone to Investor Relations,
AmeriCredit Corp., 801 Cherry Street, Suite 3500, Fort Worth, Texas
76102, telephone (800) 644-2297, or from AmeriCredit’s web site at
www.AmeriCredit.com.
AmeriCredit and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from AmeriCredit’s
shareholders with respect to the merger. Information about
AmeriCredit’s directors and executive officers and their ownership
of AmeriCredit’s common stock is set forth in AmeriCredit’s
definitive Proxy Statement on Schedule 14A filed on September 1,
2010. Shareholders and investors may obtain additional information
regarding the interests of AmeriCredit and its directors and
executive officers in the merger, which may be different than those
of AmeriCredit’s shareholders generally, by reading the proxy
statement and other relevant documents regarding the merger.
Americredit (NYSE:ACF)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Americredit (NYSE:ACF)
Historical Stock Chart
Von Dez 2023 bis Dez 2024