General Motors Financial Company, Inc. (NYSE:GE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Underwriting Agreement.

On April10, 2017, General Motors Financial Company, Inc. (the
Company) completed the public offering of $750,000,000 aggregate
principal amount of its Floating Rate Notes due 2020 (the
Floating Rate Notes), $1,000,000,000 aggregate principal amount
of its 2.650% Senior Notes due 2020 (the 2020 Notes) and
$1,250,000,000 aggregate principal amount of its 3.950% Senior
Notes due 2024 (the 2024 Notes and, together with the Floating
Rate Notes and 2020 Notes, the Notes) to an Underwriting
Agreement, dated April10, 2017 (the Underwriting Agreement),
among the Company, AmeriCredit Financial Services, Inc. and BBVA
Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner Smith Incorporated, Mizuho Securities USA LLC,
Socit Gnrale and TD Securities (USA) LLC, as representatives of
the several underwriters named therein (the Underwriters). The
Notes are guaranteed by the Companys principal United States
operating subsidiary, AmeriCredit Financial Services, Inc. (the
Guarantor).

The Company estimates that the net proceeds of the offering of
the Notes will be approximately $2.98 billion, after deducting
the Underwriters discounts and commissions and the estimated
expenses of the offering. The net proceeds from the offering will
be added to the Companys general funds and will be available for
general corporate purposes.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company and the Guarantor,
customary conditions to closing, other obligations of the parties
and termination provisions. Additionally, the Company and the
Guarantor have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities
Act of 1933 (the Securities Act), or to contribute to payments
the Underwriters may be required to make because of any of those
liabilities.

The foregoing description is a brief summary of the Underwriting
Agreement and does not purport to be a complete statement of the
parties rights and obligations thereunder. The foregoing
description is qualified in its entirety by reference to the full
text of the Underwriting Agreement, a copy of which is attached
as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated by reference herein.

The Notes were sold to a shelf registration statement on Form S-3
(File No.333-206678) as filed with the Securities and Exchange
Commission (the SEC) on August31, 2015, and automatically
effective on August31, 2015. A prospectus supplement dated
April10, 2017 relating to the Notes and supplementing the
prospectus dated August31, 2015 was filed with the Securities and
Exchange Commission to Rule 424(b)(2) under the Securities Act.
The legal opinion of Hunton Williams LLP related to the offering
of the Notes to the Registration Statement is filed as Exhibit
5.1 to this Current Report on Form 8-K.

Indenture; Supplemental Indentures

The Company issued the Notes to the Indenture, dated October13,
2015 (the Base Indenture), by and between the Company and Wells
Fargo Bank, National Association, as trustee (the Trustee), as
supplemented with respect to the Floating Rate Notes by the
Sixteenth Supplemental Indenture, dated April13, 2017 (the
Sixteenth Supplemental Indenture), by and among the Company, the
Guarantor and the Trustee, as further supplemented with respect
to the 2020 Notes by the Seventeenth Supplemental Indenture,
dated April13, 2017 (the Seventeenth Supplemental Indenture), by
and among the Company, the Guarantor and the Trustee, and as
further supplemented with respect to

the 2024 Notes by the Eighteenth Supplemental Indenture, dated
April13, 2017 (the Eighteenth Supplemental Indenture and,
together with the Base Indenture, the Sixteenth Supplemental
Indenture and the Seventeenth Supplemental Indenture, the
Indenture), by and among the Company, the Guarantor and the
Trustee.

The Floating Rate Notes will bear interest at a rate, reset
quarterly, equal to three-month LIBOR plus 0.930%. Interest will
accrue on the Floating Rate Notes from April13, 2017 and the
Company will pay interest on the Floating Rate Notes quarterly on
January13,April13,July13 and October13 of each year, beginning on
July13, 2017. The Floating Rate Notes will mature on April13,
2020.

The 2020 Notes will bear interest at a rate of 2.650%per year on
the principal amount of the 2020 Notes, payable semi-annually in
arrears on April13 and October13 of each year, beginning on
October13, 2017. The 2020 Notes will mature on April13, 2020.

The 2024 Notes will bear interest at a rate of 3.950%per year on
the principal amount of the 2024 Notes, payable semi-annually in
arrears on April13 and October13 of each year, beginning on
October13, 2017. The 2024 Notes will mature on April13, 2024.

The Company may not redeem the Floating Rate Notes prior to
maturity. The Company, at its option, may redeem the 2020 Notes
or the 2024 Notes at any time in whole or from time to time in
part. If the 2020 Notes are redeemed prior to the maturity date
or if the 2024 Notes are redeemed prior to February13, 2024 (the
date that is two months prior to the stated maturity date for the
2024 Notes), the redemption price for the Notes to be redeemed
will equal the greater of the following amounts, plus, in each
case, accrued and unpaid interest thereon to the date of
redemption: (i)50% of the principal amount of the Notes being
redeemed or (ii)the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes to be
redeemed (exclusive of interest accrued as of the date of
redemption), discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at a rate equal to the sum of the applicable
Treasury Rate plus 20 basis points in the case of the 2020 Notes
and 30 basis points in the case of the 2024 Notes. The Company
will also pay the accrued and unpaid interest on the principal
amount being redeemed to the date of redemption. If the 2024
Notes are redeemed on or after February13, 2024, the redemption
price for the 2024 Notes to be redeemed will equal 50% of the
principal amount of such 2024 Notes plus accrued and unpaid
interest thereon to but excluding the redemption date.

The Indenture contains covenants that limit the Companys ability
to sell all or substantially all of its assets or merge or
consolidate with or into other companies and that provide that
the Company and certain of its subsidiaries may not grant liens
to other creditors, unless the Notes are secured by liens on an
equal and ratable basis to those granted to such other creditors.

The Indenture provides for customary events of default, including
nonpayment, failure to comply with covenants or other agreements
in the Indenture, any subsidiary guarantee shall cease to be in
full force and effect or any guarantor shall deny or disaffirm
its obligations under its subsidiary guarantee, and certain
events of bankruptcy or insolvency. If any event of default
occurs and is continuing with respect to a series of Notes, the
trustee or the holders of at least 25% in principal amount of the
then outstanding Notes of such series may declare all of the
Notes of such series to be due and payable immediately.

Copies of the Base Indenture, the Sixteenth Supplemental
Indenture, the Seventeenth Supplemental Indenture and the
Eighteenth Supplemental Indenture are attached as Exhibit 4.1,
Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, to this
Current Report on Form 8-K and are incorporated by reference
herein. The foregoing description is a brief summary of the
Indenture and does not purport to be a complete statement of the
parties rights and obligations thereunder. The foregoing
description is qualified in its entirety by the terms of the
Indenture.

(d) Exhibits

About General Motors Financial Company, Inc. (NYSE:GE)

General Electric Company is a global digital industrial company. The Company’s products and services range from aircraft engines, power generation, and oil and gas production equipment to medical imaging, financing and industrial products. Its segments include Power, which includes products and services related to energy production and water reuse; Renewable Energy, which offers renewable power sources; Oil & Gas, including liquefied natural gas and pipelines; Aviation, which includes commercial and military aircraft engines, and integrated digital components, among others; Healthcare, which provides healthcare technologies in medical imaging, digital solutions, patient monitoring and diagnostics, and drug discovery, among others; Transportation, which is a supplier to the railroad, mining, marine, stationary power and drilling industries; Energy Connections & Lighting, which includes Energy Connections and Lighting businesses, and Capital, which is a financial services division.

General Motors Financial Company, Inc. (NYSE:GE) Recent Trading Information

General Motors Financial Company, Inc. (NYSE:GE) closed its last trading session down -0.21 at 29.56 with 27,041,348 shares trading hands.