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

Item1.01

Underwriting Agreement.

On May4, 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 New
Notes), to an Underwriting Agreement, dated May4, 2017 (the
Underwriting Agreement), among the Company, AmeriCredit Financial
Services, Inc. and TD Securities (USA) LLC (the Underwriter). The
New Notes are the same series as the $750,000,000 Floating Rate
Notes due 2020 (the Existing Notes and, together with the New
Notes, the Notes) that the Company issued on April13, 2017. The
New Notes have the same terms (except for the initial price to
public and the issue date) as the Existing Notes. The New Notes
were consolidated with, have the same CUSIP number as, and form
part of a single issue with the Existing Notes. Immediately after
giving effect to the issuance of the New Notes offered hereby, GM
Financial had $1,500,000,000 aggregate principal amount of Notes
outstanding. 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 New Notes will be approximately $750million, 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 Underwriter against
certain liabilities, including liabilities under the Securities
Act of 1933 (the Securities Act), or to contribute to payments
the Underwriter 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 May4,
2017 relating to the New Notes and supplementing the prospectus
dated August31, 2015 was filed with the Securities and Exchange
Commission to Rule 424(b)(5) under the Securities Act. The legal
opinion of Hunton Williams LLP related to the offering of the New
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 New 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 New Notes by the Nineteenth Supplemental
Indenture, dated May9, 2017 (the Supplemental Indenture), by and
among the Company, the Guarantor and the Trustee.

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

The Company may
not redeem the Notes prior to maturity.

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 and the Supplemental Indenture are attached as Exhibit
4.1 and Exhibit 4.2, 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