8-K

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): October 21, 2010

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)	(I.R.S. Employer Identification No.)

801 Cherry Street, Suite 3500, Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

AmeriCredit Corp.

(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 (see General Instruction A.2. below):

¨ 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))

Introductory Note

Item 8.01 Other Events

On October 21, 2010, General Motors Financial Company, Inc. (formerly known as AmeriCredit Corp. (the “Company”)) caused the Fundamental Change Company Notice and Notice of Conversion Procedure to be mailed to the holders of notes issued pursuant to 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 (collectively, the “Notes”), as a result of the Fundamental Change that occurred upon the consummation of the merger (the “Merger”) pursuant to 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, Goalie Texas Holdco Inc. (“Goalie”), and the Company, whereby the Company survived the Merger with Goalie and became a wholly-owned subsidiary of Holdings and a wholly-owned indirect subsidiary of General Motors Company. As a result of the Merger the holders of Notes may exercise their conversion rights and also have the right to require the Company to repurchase their Notes in accordance with the terms of the respective indenture under which the Notes were issued.

A copy of the Company’s announcement of the Fundamental Change Company Notice and Notice of Conversion Procedure is attached as Exhibit 99.1 to this Form 8-K, which is incorporated herein by reference. A copy of the Fundamental Change Company Notice and Notice of Conversion Procedure for each indenture is attached as Exhibit 99.2 and 99.3 to this Form 8-K, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated October 21, 2010
99.2	Fundamental Change Company Notice and Notice of Conversion Procedure, dated October 21, 2010 relating to the Company’s 0.75% Convertible Senior Notes due 2011
99.3	Fundamental Change Company Notice and Notice of Conversion Procedure, dated October 21, 2010 relating to the Company’s 2.125% Convertible Senior Notes due 2013

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SIGNATURES

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.

Dated October 21, 2010	GENERAL MOTORS FINANCIAL COMPANY, INC.
	By:	/s/ Chris A. Choate
	Name:	Chris A. Choate
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 21, 2010
99.2	Fundamental Change Company Notice and Notice of Conversion Procedure, dated October 21, 2010 relating to the Company’s 0.75% Convertible Senior Notes due 2011
99.3	Fundamental Change Company Notice and Notice of Conversion Procedure, dated October 21, 2010 relating to the Company’s 2.125% Convertible Senior Notes due 2013

EX-99.1

Exhibit 99.1

GENERAL MOTORS FINANCIAL COMPANY, INC. GIVES

FUNDAMENTAL CHANGE COMPANY NOTICE TO HOLDERS OF 0.75% CONVERTIBLE

SENIOR NOTES DUE 2011 AND 2.125% CONVERTIBLE SENIOR NOTES DUE 2013

FORT WORTH, TEXAS Oct. 21, 2010 – GENERAL MOTORS FINANCIAL COMPANY, INC., formerly known as AmeriCredit Corp. (“GM Financial” or the “Company”), today announced that it has caused the Fundamental Change Company Notice and Notice of Conversion Procedure (the “Notice”) to be mailed to the holders of notes issued pursuant to 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 (collectively, the “Notes”). This Notice was mailed as a result of the Fundamental Change that occurred upon the consummation of the merger (the “Merger”) pursuant to 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, Goalie Texas Holdco Inc. (“Goalie”), and the Company, whereby the Company survived the Merger with Goalie and became a wholly-owned subsidiary of Holdings and a wholly-owned indirect subsidiary of General Motors Company.

As a result of the Merger, the holders of Notes may exercise their conversion rights and also have the right to require the Company to repurchase their Notes in accordance with the terms of the respective indenture under which the Notes were issued. The Notice sets forth, among other things, that the Fundamental Change Repurchase Date is December 10, 2010, and that the repurchase rights expire at 5:00 p.m., New York City time, on December 9, 2010. The Notice also sets forth the Fundamental Change Repurchase Price and the procedures for exercising the conversion rights and repurchase rights. The Fundamental Change Repurchase Price is equal to 100% of the principal amount of the Notes (or portions thereof) to be repurchased, together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date. The Company previously disclosed the adjustment to the conversion rates of the Notes in connection with the Merger. In order to be entitled to such increase in the conversion rate, a holder of Notes must surrender the Notes for conversion on or before December 9, 2010.

-MORE-

The Company filed the Notice as an exhibit to a Current Report on Form 8-K with the Securities and Exchange Commission on October 21, 2010.

About GM Financial

General Motors Financial Company, Inc. provides auto finance solutions through auto dealers across the United States. GM Financial has approximately 3,000 employees in the U.S. and Canada, 800,000 customers and $9 billion in auto receivables. The company is a wholly-owned subsidiary of General Motors Company and is headquartered in Fort Worth, Texas. For more information, visit www.americredit.com

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that involve risks and uncertainties 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 June 30, 2010. Such risks include – but are not limited to – variable economic conditions, adverse portfolio performance, volatile wholesale vehicle values, reliance on warehouse financing and capital markets, the ability to continue to securitize loans, the continued availability of credit enhancement for securitization transactions on acceptable terms, fluctuating interest rates, competition, regulatory and legal changes, the high degree of risk associated with subprime borrowers, and exposure to litigation. These forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. 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.

Contact:

Caitlin DeYoung

(817) 302-7394

###

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EX-99.2

Exhibit 99.2

GENERAL MOTORS FINANCIAL COMPANY, INC.

801 CHERRY STREET

SUITE 3500

FORT WORTH, TEXAS 76102

October 21, 2010

FUNDAMENTAL CHANGE COMPANY NOTICE AND

NOTICE OF CONVERSION PROCEDURE

0.75% CONVERTIBLE SENIOR NOTES DUE 2011

CUSIP No. 03060RAP6

CUSIP No. 03060RAN1

BY FIRST-CLASS MAIL

Each holder of record of the Notes

and each Noteholder appearing on the Note Register

under the Indenture (as defined below)

Dear Noteholders:

Pursuant to Sections 15.06(a) and 16.02(b) of the indenture, dated as of September 18, 2006 (the “Indenture”), among AmeriCredit Corp. (now known as General Motors Financial Company, Inc.) (the “Company”), the guarantors party thereto, HSBC Bank USA, National Association, as trustee (the “Trustee”), governing the terms and conditions of the Company’s 0.75% Convertible Senior Notes due 2011 (the “Notes”), notice is hereby given to the Noteholders as follows (all capitalized terms used that are not otherwise defined herein shall have the meanings ascribed to them in the Indenture):

1. A Fundamental Change, which also constitutes a Make-Whole Fundamental Change, occurred effective as of October 1, 2010 pursuant to 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 the Company. Such Fundamental Change resulted from the merger of Goalie with and into the Company whereby the Company was the surviving corporation (the “Merger”) and became a wholly-owned subsidiary of Holdings and a wholly-owned indirect subsidiary of General Motors. The Merger constitutes a Fundamental Change under the Indenture. As a result, you have the right to require the Company to repurchase your Notes.

2. The effective date of the Fundamental Change was October 1, 2010.

3. The last date on which you may exercise your repurchase right is December 9, 2010.

4. The Fundamental Change Repurchase Price is equal to 100% of the principal amount of the Notes (or portions thereof) to be so repurchased, together with accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date.

5. The Fundamental Change Repurchase Date in connection with the Merger and your repurchase and conversion rights under the Indenture is December 10, 2010.

6. The name and address of the Paying Agent and the Conversion Agent is as follows:

HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018-2706

Attention: Corporate Trust Office

7. In connection with the previously announced Make-Whole Fundamental Change, the Company has increased, in accordance with the Indenture, the Conversion Rate applicable to the Notes entitled to such increase as provided in the Indenture. Such increase was calculated by adding 35.6233, the Conversion Rate that would otherwise apply to the Notes, plus an amount equal to 5.2211, which is the Make-Whole Conversion Rate Adjustment determined in accordance with the terms of the Indenture. As a result of the Make-Whole Conversion Rate Adjustment, the Conversion Rate equals 40.8444 shares of Common Stock per $1,000 principal amount of Notes duly surrendered for conversion. The Company, the Guarantors and the Trustee entered into a Supplemental Indenture to the Indenture fixing such Conversion Rate and providing for conversion and settlement of the Notes.

In order to be entitled to such increase in the Conversion Rate, you must surrender your Notes for conversion on or before December 9, 2010.

To convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of your Notes, you must:

(i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time, and pay funds equal to all transfer or similar taxes, if any; and

(ii) in the case of a Note issued in certificated form,

(1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B thereto) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted;

(2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent;

(3) furnish appropriate endorsements and transfer documents; and

(4) pay all transfer or similar taxes, if any.

8. If you have delivered a Fundamental Change Repurchase Notice, the Notes with respect to such Fundamental Change Repurchase Notice may be converted only if you withdraw such Fundamental Change Repurchase Notice in accordance with the terms of the Indenture.

9. You must exercise the repurchase right on or prior to 5:00 p.m., New York City time, on December 9, 2010 (the “Fundamental Change Expiration Time”).

10. You have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time. A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent specifying:

(i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note;

(ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; and

(iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

provided, however, that if the Notes are not in certificated form, the notice must comply with appropriate procedures of the Depositary.

11. To require the Company to repurchase your Notes you must:

(i) deliver to the Paying Agent a duly completed Fundamental Change Repurchase Notice in the form set forth on the reverse of the Note as Exhibit C thereto on or prior to December 9, 2010; and

(ii) deliver or cause the book-entry transfer of the Notes to be repurchased to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Paying Agent, such delivery being a condition to receipt by a holder of the Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price will be so paid only if the Note so delivered to the Paying Agent conforms in all respects to the description thereof in the related Fundamental Change Repurchase Notice.

The Fundamental Change Repurchase Notice must state:

(A) if certificated, the certificate numbers of Notes to be delivered for repurchase;

(B) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

(C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture;

provided, however, that if the Notes are not in certificated form, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.

The Notes are Global Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Accordingly, beneficial owners of Notes that elect to exercise their repurchase rights or conversion rights under the Indenture will need to comply with the Depositary’s applicable procedures and should not attempt to surrender their Notes directly to the Paying Agent or Conversion Agent, as applicable. Instead, a beneficial owner that desires to exercise its repurchase rights or conversion rights under the Indenture must contact its broker, custodian or other intermediary and follow such intermediary’s procedures for delivery a notice of such exercise (each, an “Exercise Notice”). Accordingly, beneficial owners that desire to exercise their repurchase rights or conversion rights under the Indenture are urged to contact their broker, custodian or other intermediary in a timely manner so as to minimize any delay or failure in meeting the deadline for delivering an Exercise Notice set forth in Items 7 and 11 above.

Sincerely,
GENERAL MOTORS FINANCIAL COMPANY, INC.
By:	/s/ J. Michael May
	J. Michael May, Executive Vice President, Chief Legal Officer and Secretary

cc:	HSBC Bank USA, National Association
	452 Fifth Avenue
	New York, New York 10018-2706
	Attention:	Gloria Alli
		Corporate Trust Office

EX-99.3

Exhibit 99.3

GENERAL MOTORS FINANCIAL COMPANY, INC.

801 CHERRY STREET

SUITE 3500

FORT WORTH, TEXAS 76102

October 21, 2010

FUNDAMENTAL CHANGE COMPANY NOTICE AND

NOTICE OF CONVERSION PROCEDURE

2.125% CONVERTIBLE SENIOR NOTES DUE 2013

CUSIP No. 03060RAR2

CUSIP No. 03060RAQ4

BY FIRST-CLASS MAIL

Each holder of record of the Notes

and each Noteholder appearing on the Note Register

under the Indenture (as defined below)

Dear Noteholders:

Pursuant to Sections 15.06(a) and 16.02(b) of the indenture, dated as of September 18, 2006 (the “Indenture”), among AmeriCredit Corp. (now known as General Motors Financial Company, Inc.) (the “Company”), the guarantors party thereto, HSBC Bank USA, National Association, as trustee (the “Trustee”), governing the terms and conditions of the Company’s 2.125% Convertible Senior Notes due 2013 (the “Notes”), notice is hereby given to the Noteholders as follows (all capitalized terms used that are not otherwise defined herein shall have the meanings ascribed to them in the Indenture):

1. A Fundamental Change, which also constitutes a Make-Whole Fundamental Change, occurred effective as of October 1, 2010 pursuant to 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 the Company. Such Fundamental Change resulted from the merger of Goalie with and into the Company whereby the Company was the surviving corporation (the “Merger”) and became a wholly-owned subsidiary of Holdings and a wholly-owned indirect subsidiary of General Motors. The Merger constitutes a Fundamental Change under the Indenture. As a result, you have the right to require the Company to repurchase your Notes.

2. The effective date of the Fundamental Change was October 1, 2010.

3. The last date on which you may exercise your repurchase right is December 9, 2010.

4. The Fundamental Change Repurchase Price is equal to 100% of the principal amount of the Notes (or portions thereof) to be so repurchased, together with accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date.

5. The Fundamental Change Repurchase Date in connection with the Merger and your repurchase and conversion rights under the Indenture is December 10, 2010.

6. The name and address of the Paying Agent and the Conversion Agent is as follows:

HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018-2706

Attention: Corporate Trust Office

7. In connection with the previously announced Make-Whole Fundamental Change, the Company has increased, in accordance with the Indenture, the Conversion Rate applicable to the Notes entitled to such increase as provided in the Indenture. Such increase was calculated by adding 32.7735, the Conversion Rate that would otherwise apply to the Notes, plus an amount equal to 8.0760, which is the Make-Whole Conversion Rate Adjustment determined in accordance with the terms of the Indenture. As a result of the Make-Whole Conversion Rate Adjustment, the Conversion Rate equals 40.8495 shares of Common Stock per $1,000 principal amount of Notes duly surrendered for conversion. The Company, the Guarantors and the Trustee entered into a Supplemental Indenture to the Indenture fixing such Conversion Rate and providing for conversion and settlement of the Notes.

In order to be entitled to such increase in the Conversion Rate, you must surrender your Notes for conversion on or before December 9, 2010.

To convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of your Notes, you must:

(i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time, and pay funds equal to all transfer or similar taxes, if any; and

(ii) in the case of a Note issued in certificated form,

(1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B thereto) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted;

(2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent;

(3) furnish appropriate endorsements and transfer documents; and

(4) pay all transfer or similar taxes, if any.

8. If you have delivered a Fundamental Change Repurchase Notice, the Notes with respect to such Fundamental Change Repurchase Notice may be converted only if you withdraw such Fundamental Change Repurchase Notice in accordance with the terms of the Indenture.

9. You must exercise the repurchase right on or prior to 5:00 p.m., New York City time, on December 9, 2010 (the “Fundamental Change Expiration Time”).

10. You have the right to withdraw any Notes surrendered prior to the Fundamental Change Expiration Time. A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent specifying:

(i) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note;

(ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; and

(iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

provided, however, that if the Notes are not in certificated form, the notice must comply with appropriate procedures of the Depositary.

11. To require the Company to repurchase your Notes you must:

(i) deliver to the Paying Agent a duly completed Fundamental Change Repurchase Notice in the form set forth on the reverse of the Note as Exhibit C thereto on or prior to December 9, 2010; and

(ii) deliver or cause the book-entry transfer of the Notes to be repurchased to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Paying Agent, such delivery being a condition to receipt by a holder of the Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price will be so paid only if the Note so delivered to the Paying Agent conforms in all respects to the description thereof in the related Fundamental Change Repurchase Notice.

The Fundamental Change Repurchase Notice must state:

(A) if certificated, the certificate numbers of Notes to be delivered for repurchase;

(B) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

(C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture;

provided, however, that if the Notes are not in certificated form, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.

The Notes are Global Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Accordingly, beneficial owners of Notes that elect to exercise their repurchase rights or conversion rights under the Indenture will need to comply with the Depositary’s applicable procedures and should not attempt to surrender their Notes directly to the Paying Agent or Conversion Agent, as applicable. Instead, a beneficial owner that desires to exercise its repurchase rights or conversion rights under the Indenture must contact its broker, custodian or other intermediary and follow such intermediary’s procedures for delivery a notice of such exercise (each, an “Exercise Notice”). Accordingly, beneficial owners that desire to exercise their repurchase rights or conversion rights under the Indenture are urged to contact their broker, custodian or other intermediary in a timely manner so as to minimize any delay or failure in meeting the deadline for delivering an Exercise Notice set forth in Items 7 and 11 above.

Sincerely,
GENERAL MOTORS FINANCIAL COMPANY, INC.
By:	/s/ J. Michael May
	J. Michael May, Executive Vice President, Chief Legal Officer and Secretary

cc:	HSBC Bank USA, National Association
	452 Fifth Avenue
	New York, New York 10018-2706
	Attention:	Gloria Alli
		Corporate Trust Office