UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): October 1, 2010
GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 000-53930 | 27-0756180 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 300 Renaissance Center, Detroit, Michigan | 48265-3000 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(313) 556-5000
(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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
General Motors Company (“GM”) has completed the previously announced acquisition of AmeriCredit Corp., a Texas corporation (“AmeriCredit”), effective today. Pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of July 21, 2010 (the “Merger Agreement”), by and among General Motors Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of GM (“GM Holdings”), Goalie Texas Holdco Inc., a Texas corporation and a direct wholly owned subsidiary of GM Holdings (“Merger Sub”), and AmeriCredit, Merger Sub was merged with and into AmeriCredit, with AmeriCredit surviving the merger (the “Merger”). The Merger became effective at 12:01 a.m., central time, on October 1, 2010. AmeriCredit will be renamed General Motors Financial Company, Inc effective October 1, 2010.
Pursuant to the Merger Agreement, each outstanding share of common stock of AmeriCredit was cancelled and converted into the right to receive $24.50 in cash, without interest, other than (1) any shares held by AmeriCredit or any of its subsidiaries immediately prior to the effective time of the Merger, which shares were cancelled with no consideration in exchange for such cancellation, and (2) any shares held by shareholders who were entitled to and who properly exercised appraisal rights under Texas law.
The aggregate consideration paid by GM Holdings to consummate the Merger was approximately $3.5 billion in cash.
AmeriCredit is a leading independent automobile finance company that provides financing solutions indirectly through automobile dealers and directly to consumers in the United States and Canada.
The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to GM’s Current Report on Form 8-K filed with the SEC on July 23, 2010 and is incorporated into this Item 8.01 by reference.
On September 29, 2010, GM issued a press release announcing the approval of the Merger by the shareholders of AmeriCredit, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1* |
Agreement and Plan of Merger, dated as of July 21, 2010, among General Motors Holdings LLC, Goalie Texas Holdco Inc. and AmeriCredit Corp. (filed as Exhibit 2.1 to General Motors Company’s Current Report on Form 8-K filed on July 23, 2010 and incorporated herein by reference). | |
| 99.1 |
Press release, dated September 29, 2010, announcing the approval of the merger. | |
| * | The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of such schedules to the Securities and Exchange Commission upon request. |
1
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 COMPANY | ||||
| (Registrant) | ||||
| Date: October 1, 2010 | By: | /s/ Nick S. Cyprus | ||
| Nick S. Cyprus | ||||
| Vice President, Controller and Chief Accounting Officer | ||||
2
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 2.1* | Agreement and Plan of Merger, dated as of July 21, 2010, among General Motors Holdings LLC, Goalie Texas Holdco Inc. and AmeriCredit Corp. (filed as Exhibit 2.1 to General Motors Company’s Current Report on Form 8-K filed on July 23, 2010 and incorporated herein by reference). | |
| 99.1 |
Press release, dated September 29, 2010, announcing the approval of the merger. | |
| * | The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of such schedules to the Securities and Exchange Commission upon request. |
3
Exhibit 99.1
For Release: September 29, 2010
GM to Complete Acquisition of AmeriCredit, with GM
Financial Beginning Operations October 1
| • | AmeriCredit to be renamed General Motors Financial Company, Inc. |
| • | Acquisition will allow GM to offer consumers more financing and leasing options |
| • | Launch of initial leasing program targeted by the end of first quarter 2011 |
DETROIT – General Motors announced its acquisition of AmeriCredit Corp. will close effective Oct. 1, 2010, following the approval of AmeriCredit’s stockholders today. The company will be renamed General Motors Financial Company, Inc. (GM Financial).
|
The acquisition will form the foundation of the company’s plan to create an in-house financing arm and allow GM to provide consumers more vehicle financing options across the U.S. and Canada. GM Financial will work closely with GM dealers to expand financing and leasing options, including a new regional lease program to be launched by the end of the first quarter of 2011. |
Earlier today, AmeriCredit stockholders approved the all-cash transaction valued at approximately $3.5 billion. The company will file a Certificate of Merger with the Texas Secretary of State on Sept. 30, effective Oct. 1.
“This acquisition allows GM to offer an enhanced range of solutions for our customers and dealers, and establishes an important strategic capability for GM,” said GM Vice Chairman and Chief Financial Officer Chris Liddell. “The speed by which this transaction occurred is evidence of how we are running GM today. We identified an opportunity and moved quickly to provide solutions for customers and dealers.”
“While the name is changing, our commitment to our customers and dealers remains paramount,” said GM Financial President and CEO Dan Berce. “We are excited to become a member of the GM family and look forward to the new opportunities this provides us.”
The establishment of GM Financial will provide strategic capabilities to offer consumers a range of additional financing and lease options. Key partners, in particular Ally Financial, will continue to provide essential financing services, including dealer financing and prime retail financing.
With total assets of approximately $10 billion, the acquisition poses minimal impact to GM’s balance sheet, and does not change GM’s objective of achieving strong investment grade status. GM Financial will maintain direct access to capital markets for its funding requirements. GM Financial results will be reported as a separate segment within GM’s consolidated financial results and will continue to report its results as a separate SEC registrant.
About General Motors:
General Motors, one of the world’s largest automakers, traces its roots back to 1908. With its global headquarters in Detroit, GM employs 208,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM’s largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM’s
OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors acquired operations from General Motors Corporation on July 10, 2009, and references to prior periods in this and other press materials refer to operations of the old General Motors Corporation. More information on the new General Motors can be found at www.gm.com.
About AmeriCredit:
AmeriCredit (to be renamed General Motors Financial Company, Inc.) provides auto finance solutions through auto dealers across the United States. GM Financial has approximately 3,000 employees in the U.S. and Canada, 800,000 customers and $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:
In this press release and in related comments by our management, our use of the words “expect,” “anticipate,” “possible,” “potential,” “target,” “believe,” “commit,” “intend,” “continue,” “may,” “would,” “could,” “should,” “project,” “projected,” “positioned” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors might include: an unforeseen event that could prevent closing; our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls; our ability to maintain adequate liquidity and financing sources and an appropriate level of debt, including as required to fund our planning significant investment in new technology; our ability to realize successful vehicle applications of new technology; and our ability to comply with the continuing requirements related to U.S. and other government support.
GM’s most recent annual report on Form 10-K and quarterly report on Form 10-Q provides information about these and other factors, which we may revise or supplement in future reports to the SEC.