AmeriCredit Puts Shareholders on Notice Regarding Upcoming GM Merger
FORT WORTH, Texas — Due to the impending merger of AmeriCredit and General Motors, the auto lender announced that it has designated Oct. 1 as the anticipated effective date of the Make-Whole Fundamental Change for notes due to the merger.
Basically, AmeriCredit said that "pursuant to the terms of the indenture relating to its 0.75 percent convertible senior notes due 2011 and the indenture relating to its 2.125 percent convertible notes due 2013, it has designated Oct. 1, 2010 as the ‘anticipated effective date' of the Make-Whole Fundamental Change that will occur as a result of the merger contemplated by the previously announced agreement and plan of merger, dated as of July 21, 2010, among General Motors Holding LLC, a wholly-owned subsidiary of General Motors Co., Goalie Texas Holdco Inc. 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 of the indentures, AmeriCredit noted it is required to offer advance notice of the anticipated effective date for the Make-Whole Fundamental Change. This is to determine the resulting adjustment, if any, to the conversion rate of the notes.
Moreover, the company revealed, "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."
Following the effective date of the merger, AmeriCredit said it will also provide all shareholders a record of the notes a Fundamental Change Company Notice specifying, among other items, the time periods during which the notes must be surrendered to be entitled to an increase in the conversion rate, which will be not less than 20 business days and not more than 35 business days after the date of the Fundamental Change Company Notice.
While the parties anticipate that the merger could be consummated as early as Oct. 1 this year, it is subject to certain closing conditions and officials cannot guarantee that the deal will be finalized.