Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - General Motors Financial Company, Inc. | d783215dex992.htm |
| EX-99.1 - EX-99.1 - General Motors Financial Company, Inc. | d783215dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2014
General Motors Financial Company, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 1-10667 | 75-2291093 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
801 Cherry Street, Suite 3500, Fort Worth, Texas 76102
(Address of principal executive offices, including Zip Code)
(817) 302-7000
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Forward-Looking Statements
Except for the historical information contained herein, the matters disclosed herein include forward-looking statements which are the Company’s current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or those anticipated by the Company. The most significant of these risks are detailed from time to time in the Company’s filings and reports with the Securities and Exchange Commission including the Company’s annual report on Form 10-K for the year ended December 31, 2013 and the Company’s quarterly report on Form 10-Q for the six months ended June 30, 2014. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Actual events or results may differ materially. It is advisable not to place undue reliance on any forward-looking statements. The Company undertakes no obligation to, and does not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.
ITEM 8.01 OTHER EVENTS
The Company is filing this Current Report on Form 8-K to provide information required to be included or incorporated by reference in the registration statement on Form S-3, previously filed by the Company and AmeriCredit Financial Services, Inc. In connection with the foregoing, the Company is filing the following herewith:
| • | Exhibit 99.1—Unaudited condensed combined balance sheets for the international auto finance and financial services businesses of Ally Financial Inc. (“Ally-IO”) as of June 30, 2014 and December 31, 2013, the related unaudited condensed changes in invested equity and unaudited condensed statement of cash flows for the six months ended June 30, 2014 and June 30, 2013, and the related unaudited condensed combined statements of comprehensive income for the three and six months ended June 30, 2014 and June 30, 2013. |
| • | Exhibit 99.2—The pro forma financial information reflecting the acquisition of the international auto finance and financial services businesses of Ally Financial Inc. in Europe and Latin America and the probable future acquisition of Ally Financial Inc.’s 40% equity interest in GMAC-SAIC Automotive Finance Company Limited in China. |
The information included in this Form 8-K should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2014 and other filings the Company has made, or will make, with the Securities and Exchange Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Unaudited condensed combined balance sheets of Ally-IO as of June 30, 2014 and December 31, 2013, the related unaudited condensed statements of changes in invested equity, and unaudited condensed statements of cash flows for the six months ended June 30, 2014 and June 30, 2013, and the related unaudited condensed combined statements of comprehensive income for the three and six months ended June 30, 2014 and June 30, 2013 | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information as of and for the six months ended June 30, 2014 and for the year ended December 31, 2013 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| General Motors Financial Company, Inc. | ||||||
| (Registrant) | ||||||
| Date: September 9, 2014 | By: | /S/ CHRIS A. CHOATE | ||||
| Chris A. Choate | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Unaudited condensed combined balance sheets of Ally-IO as of June 30, 2014 and December 31, 2013, the related unaudited condensed statements of changes in invested equity, and unaudited condensed statements of cash flows for the six months ended June 30, 2014 and June 30, 2013, and the related unaudited condensed combined statements of comprehensive income for the three and six months ended June 30, 2014 and June 30, 2013 | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information as of and for the six months ended June 30, 2014 and for the year ended December 31, 2013 | |