General Motors Financial Company Inc.
06/10/2021 | Press release | Distributed by Public on 06/10/2021 09:58
Underwriting Agreement (Form 8-K)
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Other Events. |
On June 10, 2021, General Motors Financial Company, Inc. (the 'Company') closed the public offering of $1,250,000,000 aggregate principal amount of its 1.500% senior notes due 2026 (the '2026 Notes') and $1,000,000,000 aggregate principal amount of its 2.700% senior notes due 2031 (the '2031 Notes' and, together with the 2026 Notes, the 'Notes') pursuant to an underwriting agreement, dated June 7, 2021 (the 'Underwriting Agreement'), by and among the Company and Barclays Capital Inc., BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and SG Americas Securities, 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 on Form S-3(File No. 333-235468)(the 'Registration Statement'), which was filed with the Securities and Exchange Commission (the 'SEC') on December 12, 2019 and became automatically effective. A prospectus supplement, dated June 7, 2021, relating to the Notes and supplementing the prospectus dated December 12, 2019, 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 $2.24 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 Notes were issued as series of debt securities pursuant to an indenture, dated October 13, 2015 (as amended or 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 forty-third supplemental indenture thereto, dated June 10, 2021 (the 'Supplemental Indenture' and, together with the Base Indenture, the 'Indenture'), between the Company and the Trustee.
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 passuin right of payment with all of the Company's existing and future indebtedness that is not so subordinated, including, without limitation, the Company's other senior notes; 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 2026 Notes will bear interest at a rate of 1.500% per annum, payable semi-annually in arrears on June 10 and December 10 of each year, commencing on December 10, 2021. Unless earlier redeemed, the 2026 Notes will mature on June 10, 2026.
The 2031 Notes will bear interest at a rate of 2.700% per annum, payable semi-annually in arrears on June 10 and December 10 of each year, commencing on December 10, 2021. Unless earlier redeemed, the 2031 Notes will mature on June 10, 2031.
Interest will accrue on the Notes from June 10, 2021.
Prior to May 10, 2026 (the date this one month prior to the stated maturity date for the 2026 Notes), in the case of the 2026 Notes, or March 10, 2031 (the date this three months prior to the stated maturity date for the 2031 Notes) (each such date, a 'Par Call Date'), in the case of the 2031 Notes, the Company may redeem the Notes, in whole or in part from time to time, at a redemption price equal to the greater of the following amounts, plus accrued and unpaid interest thereon to, but excluding, the date of redemption: (i) 100% of the principal amount of the Notes being redeemed; and (ii) as determined by the quotation agent for the Notes, the sum of the present values of the remaining scheduled payments of principal and interest on the 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 15 basis points, in the case of the 2026 Notes, or 20 basis points, in the case of the 2031 Notes.
On or after the applicable Par Call Date, the Company may redeem the Notes, in whole or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
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 on Form 8-Kand 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 on Form 8-K.
Financial Statements and Exhibits.
(d) Exhibits