AmeriCredit Corp. Gives Notice Of Anticipated Effective Date Of Fundamental Change To Holders Of Convertible Notes
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.
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