Obbligazione GM Financial 6.5% ( US37045XCM65 ) in USD

Emittente GM Financial
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US37045XCM65 ( in USD )
Tasso d'interesse 6.5% per anno ( pagato 2 volte l'anno)
Scadenza perpetue



Prospetto opuscolo dell'obbligazione General Motors Financial US37045XCM65 en USD 6.5%, scadenza perpetue


Importo minimo 1 000 USD
Importo totale 500 000 000 USD
Cusip 37045XCM6
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating N/A
Coupon successivo 24/09/2025 ( In 63 giorni )
Descrizione dettagliata General Motors Financial Company (GM Financial) č una societā finanziaria di proprietā di General Motors che offre finanziamenti e servizi finanziari correlati all'acquisto e alla locazione di veicoli General Motors.

The Obbligazione issued by GM Financial ( United States ) , in USD, with the ISIN code US37045XCM65, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue
The Obbligazione issued by GM Financial ( United States ) , in USD, with the ISIN code US37045XCM65, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-219323
CALCULATION OF REGISTRATION FEE


Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to Be Registered

Offering Price

Registration Fee(1)
Fixed-to-Floating Cumulative Perpetual Preferred Stock, Series B

$500,000,000

$62,250


(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act at the statutory rate of $124.50 per $1,000,000 of securities
registered and relates to the Registration Statement on Form S-3 (No. 333-219323) filed by General Motors Financial Company, Inc. on July 17,
2017.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated July 17, 2017)

GENERAL MOTORS FINANCIAL COMPANY, INC.
500,000 Shares of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock,
Series B


We are offering 500,000 shares of our Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series B, liquidation preference $1,000 per share (the "Series B Preferred
Stock").
Holders of Series B Preferred Stock will be entitled to receive cash dividend payments when, as and if declared by our board of directors (or a duly authorized committee of
our board of directors). Dividends on the Series B Preferred Stock will accrue and be payable from the date of issuance to, but excluding, September 30, 2028 at a rate of 6.500%
per annum, payable semi-annually in arrears on March 30 and September 30 of each year, beginning on March 30, 2019. From and including September 30, 2028, we will pay cash
dividends on the Series B Preferred Stock, when, as and if declared, at a floating rate equal to the then-applicable three-month U.S. dollar LIBOR (as defined herein) plus a spread
of 3.436% per annum, payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year (subject to certain exceptions described herein), beginning on
December 30, 2028. Dividends on the Series B Preferred Stock will be cumulative whether or not we have earnings, whether or not there are funds legally available for the payment
of such dividends and whether or not such dividends are authorized or declared. So long as any share of Series B Preferred Stock remains outstanding, unless full dividends on all
outstanding shares of Series B Preferred Stock through the most recently completed dividend period have been declared and paid (or declared and a sum sufficient for the payment
thereof has been set aside), no dividend will be paid or declared or funds set aside for payment on junior stock (as defined herein), no junior stock will be purchased, redeemed or
otherwise acquired for consideration by us, directly or indirectly, and no shares of parity stock (as defined herein) will be repurchased, redeemed or otherwise acquired for
consideration by us, other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series B Preferred Stock and such parity stock, subject to certain exceptions.
Payment of dividends on the Series B Preferred Stock will be subject to certain legal and other restrictions as described elsewhere in this prospectus supplement.
The Series B Preferred Stock will not have a maturity date. We may, at our option, redeem the shares of Series B Preferred Stock, in whole or in part, at any time on or after
September 30, 2028, at a price of $1,000 per share of Series B Preferred Stock plus all dividends accumulated and unpaid to, but excluding, the redemption date, as described under
"Description of the Series B Preferred Stock--Redemption." The Series B Preferred Stock will not have voting or consent rights, except as set forth herein under "Description of
the Series B Preferred Stock--Voting Rights."
The Series B Preferred Stock will rank on parity with our 5.750% Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A, liquidation preference $1,000 per
share (the "Series A Preferred Stock"), with respect to the payment of dividends and the distribution of assets upon our liquidation or winding up.
We do not intend to apply for listing of the shares of Series B Preferred Stock on any securities exchange or for inclusion of the shares in any automated quotation system.
Currently there is no public market for the Series B Preferred Stock.
The shares of Series B Preferred Stock will not be deposits or savings accounts. These securities will not be insured by the Federal Deposit Insurance Corporation or by any
other governmental agency or instrumentality and are not obligations of, or guaranteed by, a bank.


Investing in the Series B Preferred Stock involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.



Per Share of Series B


Preferred Stock

Total

Public offering price(1)

$
1,000
$500,000,000
Underwriting discounts and commissions

$
15
$
7,500,000
Proceeds, before expenses, to us

$
985
$492,500,000
(1) Does not include accrued dividends, if any, that may be declared. Dividends in respect of the first scheduled dividend payment date, if declared, will accrue from the date of
original issuance.
The underwriters expect to deliver the Series B Preferred Stock to the purchasers in book-entry only form through the facilities of The Depository Trust Company, including
its participants Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about September 24, 2018.


Joint Book-Running Managers

BofA Merrill Lynch
Goldman Sachs & Co. LLC
J.P. Morgan
Morgan Stanley
RBC Capital
Wells Fargo




Markets

Securities


The date of this prospectus supplement is September 17, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement



Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-2
RISK FACTORS
S-7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-14
USE OF PROCEEDS
S-15
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
S-16
DESCRIPTION OF THE SERIES B PREFERRED STOCK
S-17
BOOK-ENTRY ISSUANCE
S-25
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-29
CERTAIN ERISA CONSIDERATIONS
S-34
UNDERWRITING
S-36
LEGAL MATTERS
S-42
EXPERTS
S-42
WHERE YOU CAN FIND MORE INFORMATION
S-42
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-42
Prospectus

ABOUT THIS PROSPECTUS
i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ii
WHERE YOU CAN FIND MORE INFORMATION
iii
ABOUT GENERAL MOTORS FINANCIAL COMPANY, INC.
1
RECENT DEVELOPMENTS
1
RISK FACTORS
2
USE OF PROCEEDS
2
RATIO OF EARNINGS TO FIXED CHARGES
3
SECURITIES WE MAY OFFER
4
DESCRIPTION OF DEBT SECURITIES
5
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES
16
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DESCRIPTION OF PREFERRED STOCK
16
PLAN OF DISTRIBUTION
17
EXPERTS
17
LEGAL MATTERS
17

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes certain matters relating to us and the specific terms
of this offering of Series B Preferred Stock and also adds to and updates information contained in the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives
more general information about securities we may offer from time to time.
We have not, and the underwriters have not, authorized anyone to provide you with information other than that contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which we have
referred you. Neither we nor the underwriters take any responsibility for, or provide any assurances as to the reliability of, any other information that others
may give you. The information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on
behalf of us or to which we have referred you is accurate as of their respective dates. The information in documents incorporated by reference in this
prospectus supplement and the accompanying prospectus is accurate as of the respective dates of those documents. To the extent the information contained
in this prospectus supplement differs or varies from the information contained in the accompanying prospectus, the information in this prospectus
supplement will control. To the extent the information contained in this prospectus supplement differs or varies from the information contained in a
document we have incorporated by reference into this prospectus supplement or the accompanying prospectus, you should rely on the information in the
more recent document.
Before you decide to invest in the Series B Preferred Stock, you should carefully read this prospectus supplement, the accompanying prospectus, the
registration statement described in the accompanying prospectus (including the exhibits thereto) and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus. The incorporated documents are described in this prospectus supplement under the caption
"Incorporation of Certain Documents by Reference."
We are not making offers to sell the Series B Preferred Stock or soliciting offers to purchase the Series B Preferred Stock in any jurisdiction in which
such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make an offer or solicitation.

S-1
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained elsewhere, or incorporated by reference, in this prospectus supplement and the
accompanying prospectus and may not contain all of the information that may be important to you. You should carefully read this together with the
entire prospectus supplement and the accompanying prospectus, and the documents incorporated by reference, including the "Risk Factors" section,
and our financial statements and the notes to those financial statements.
Overview
General Motors Financial Company, Inc. (sometimes referred to as "we," "us," "our" or "our company"), the wholly owned captive finance
subsidiary of General Motors Company ("GM"), is a global provider of automobile financing solutions. We offer automobile loans and leases and
commercial dealer loans throughout many different regions, subject to local regulations and market conditions. We evaluate our business in two
operating segments: North America (the "North America Segment") and international (the "International Segment"). The North America Segment
includes our operations in the United States and Canada. The International Segment includes our operations in all other countries.
At June 30, 2018, our portfolio consisted of $90.4 billion of automobile loans and leases and commercial dealer loans, comprised of
$83.9 billion in our North America Segment and $6.5 billion in our International Segment. Our global footprint covers approximately 90% of GM's
worldwide market.
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Corporate Information
We were incorporated in Texas on May 18, 1988, and succeeded to the business, assets and liabilities of a predecessor corporation formed under
the laws of Texas on August 1, 1986. Our predecessor began operations in March 1987, and the business has been operated continuously since that
time. Our principal executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, and our telephone number is (817)
302-7000.

S-2
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The Offering
The following summary is provided solely for your convenience. This summary is not intended to be complete. You should read the full text and
more specific details about the Series B Preferred Stock and this offering contained elsewhere in this prospectus supplement and the accompanying
prospectus. For a more detailed description of the Series B Preferred Stock, see "Description of the Series B Preferred Stock."

Issuer
General Motors Financial Company, Inc.

Securities Offered
500,000 shares of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series B,
$0.01 par value, with a liquidation preference of $1,000 per share.

We may from time to time elect to issue additional shares of the Series B Preferred Stock,

and all such additional shares would be deemed to form a single series together with all
outstanding shares of the Series B Preferred Stock.

Ranking
With respect to the payment of dividends and the distribution of assets upon our liquidation
or winding up, shares of the Series B Preferred Stock will rank:

· senior to our common stock and any class or series of our capital stock expressly stated to

be junior to the Series B Preferred Stock;

· equally with the Series A Preferred Stock and each other series of preferred stock we may

issue that is not expressly stated to be senior or junior to the Series B Preferred Stock; and

· junior to any class or series of our capital stock expressly stated to be senior to the Series
B Preferred Stock (if the issuance is approved by the requisite vote or consent of the

holders of the Series B Preferred Stock and all other series of parity stock that we may
issue with like voting rights, including the Series A Preferred Stock, voting together as a
single class) and to all of our existing and future debt obligations.

Dividends
Holders of Series B Preferred Stock will be entitled to receive cash dividend payments when,
as and if declared by our board of directors (or a duly authorized committee of our board of
directors). Any such dividends will accrue and be payable at a fixed rate per annum equal to
6.500% from the original issue date to, but excluding, September 30, 2028 (the "fixed rate
period"), semi-annually in arrears on March 30 and September 30 of each year, commencing
on March 30, 2019 and ending on September 30, 2028, and thereafter at a floating rate per
annum equal to the three-month U.S. dollar London Interbank Offered Rate ("LIBOR") on
the related dividend determination date plus 3.436% (the "floating rate period"), quarterly in
arrears on the March 30, June 30, September 30 and December 30 of each year (subject to
certain exceptions as described below). Dividends on the Series B Preferred Stock will be
cumulative whether

S-3
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Table of Contents
or not we have earnings, whether or not there are funds legally available for the payment of
such dividends and whether or not such dividends are authorized or declared. So long as any
share of Series B Preferred Stock remains outstanding, unless full dividends on all

outstanding shares of Series B Preferred Stock through the most recently completed dividend
period (as defined below) have been declared and paid (or declared and a sum sufficient for
the payment thereof has been set aside), subject to certain exceptions:


· no dividend shall be paid or declared or funds set aside for payment on junior stock;

· no junior stock shall be purchased, redeemed or otherwise acquired for consideration by

us, directly or indirectly; and

· no shares of parity stock shall be repurchased, redeemed or otherwise acquired for

consideration by us, other than pursuant to pro rata offers to purchase all, or a pro rata
portion, of the Series B Preferred Stock and such parity stock during a dividend period.


See "Description of the Series B Preferred Stock--Priority of Dividends."

If at any time we have failed to pay, on the applicable payment date, accrued dividends on
any shares that rank senior in priority to the Series B Preferred Stock with respect to
dividends, we may not pay any dividends on the Series B Preferred Stock or redeem or

otherwise repurchase any shares of Series B Preferred Stock until we have paid or set aside
for payment the full amount of the unpaid dividends on the shares that rank senior in priority
with respect to dividends that must, under the terms of such shares, be paid before we may
pay dividends on, or redeem or repurchase, the Series B Preferred Stock.

Payment of dividends on the Series B Preferred Stock will be subject to certain legal and

other restrictions as described elsewhere in this prospectus supplement. See "Description of
the Series B Preferred Stock--Dividends."

A "dividend period" is the period from and including a dividend payment date to but
excluding the next dividend payment date or any earlier redemption date, except that the

initial dividend period will commence on and include the original issue date of the Series B
Preferred Stock and will end on and exclude the March 30, 2019 dividend payment date.

If any 30th day of March or September during the fixed rate period is not a business day, then
such date will nevertheless be a dividend payment date, but dividends on the Series B
Preferred Stock, when, as and if declared, will be paid on the next succeeding business day

after such dividend payment date (without adjustment in the amount of the dividend per share
of Series B Preferred Stock for such dividend period). If any 30th day of March, June,
September or December

S-4
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during the floating rate period is not a business day, then the next succeeding business day
will be the applicable dividend payment date and dividends on the Series B Preferred Stock,
when, as and if declared, will be paid on such next succeeding business day (unless such next
succeeding business day falls in the succeeding calendar month, in which case the applicable
dividend payment date will be the business day immediately preceding such 30th day of

March, June, September or December and dividends on the Series B Preferred Stock, when,
as and if declared, will be paid on such immediately preceding business day). The term
"business day" means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or required by law or
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regulation to close in the City of New York.

Maturity
The Series B Preferred Stock will not have any maturity date, and we will not be required to
redeem or repurchase the Series B Preferred Stock. Accordingly, the Series B Preferred Stock
will remain outstanding indefinitely, unless and until we redeem it at our option.

Optional Redemption
We may, at our option, redeem the shares of Series B Preferred Stock, in whole or in part, at
any time on or after September 30, 2028, at a price of $1,000 per Series B Preferred Stock,
plus all dividends accumulated and unpaid to, but excluding, the redemption date, as
described under "Description of the Series B Preferred Stock--Redemption."

Liquidation Rights
Upon any voluntary or involuntary liquidation or winding up of our company, holders of
shares of Series B Preferred Stock are entitled to receive out of our assets available for
distribution to shareholders, after satisfaction of liabilities to creditors, if any, and subject to
the rights of senior and pari passu shareholders, if any, and before any distribution of assets
is made to holders of our common stock or of any other class or series of our capital stock
ranking junior as to such a distribution to the Series B Preferred Stock, a liquidating
distribution in the amount of $1,000 per share, plus accumulated and unpaid dividends
(whether or not declared), if any. After payment of the full amount of the liquidation
distribution, holders of the Series B Preferred Stock shall not be entitled to any further
participation in any distribution of our assets.

Distributions will be made only to the extent of our assets that are available after satisfaction
of all liabilities to creditors and holders of stock ranked senior to the Series B Preferred

Stock, if any (and will be made pro rata as to the Series B Preferred Stock and any other
shares of our stock ranking equally as to such distribution). See "Description of the Series B
Preferred Stock--Liquidation Rights."

Voting Rights
Holders of the Series B Preferred Stock will have no voting or consent rights except with
respect to certain changes in the terms of the Series B Preferred Stock and the issuance of
capital stock ranking

S-5
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senior to the Series B Preferred Stock and as otherwise expressly required by Texas law. See

"Description of the Series B Preferred Stock--Voting Rights."

Preemptive and Conversion Rights
None.

Listing
We do not intend to apply for listing of the Series B Preferred Stock on any securities
exchange or interdealer market quotation system.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $492 million,
after deducting the underwriters' discounts and commissions and the estimated expenses of
this offering. The net proceeds from this offering will be added to our general funds and will
be available for general corporate purposes. See "Use of Proceeds" and "Risk Factors."

Absence of a Public Market
The Series B Preferred Stock will be a new issue of securities for which there are no
established markets. Accordingly, there can be no assurance that any markets for the Series B
Preferred Stock will develop or as to the liquidity of any market that may develop. We have
been advised by certain of the underwriters that they intend to make a market for the Series B
Preferred Stock. However, they are not obligated to do so and any market-making with
respect to the Series B Preferred Stock may be discontinued without notice. See
"Underwriting."

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Risk Factors
Investing in the Series B Preferred Stock involves substantial risks. You should carefully
consider the risk factors set forth or referred to under the caption "Risk Factors" in this
prospectus supplement, together with the risks described under the heading "Risk Factors" in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as well as
the other reports we file from time to time with the Securities and Exchange Commission
(the "SEC"), that are incorporated by reference in this prospectus supplement and the
accompanying prospectus.

U.S. Federal Income Tax Considerations
For a discussion of the material U.S. federal income tax considerations relating to
purchasing, owning and disposing of the Series B Preferred Stock, please see the section
entitled "Material U.S. Federal Income Tax Considerations."

Transfer Agent and Registrar
Computershare Trust Company, N.A.

Calculation Agent
We will appoint a calculation agent with respect to the Series B Preferred Stock prior to
September 30, 2028.

S-6
Table of Contents
RISK FACTORS
Any investment in the Series B Preferred Stock involves a high degree of risk. You should carefully consider the risks described below and all of the
information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus before deciding whether to
purchase the Series B Preferred Stock, including the risks under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, as well as the other reports we file from time to time with the SEC that are incorporated by reference herein. The risks and
uncertainties described below and in the incorporated documents are not the only risks and uncertainties that we face. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occurs, our
business, financial condition and results of operations could be materially adversely affected. The risks discussed below also include forward-looking
statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See "Special Note Regarding
Forward-Looking Statements."
Risks Related to the Series B Preferred Stock
The Series B Preferred Stock will be equity and will be subordinate to our existing and future indebtedness.
The shares of Series B Preferred Stock will be equity interests and will not constitute indebtedness of our company or any of our subsidiaries. As a
result, the Series B Preferred Stock will rank junior to all of our and our subsidiaries' existing and future indebtedness and other non-equity claims with
respect to assets available to satisfy claims against us, including claims in the event of our liquidation. If we are forced to liquidate our assets to pay our
creditors, we may not have sufficient funds to pay amounts due on any or all of the Series B Preferred Stock then outstanding.
We currently have a substantial amount of outstanding indebtedness and have guaranteed additional indebtedness incurred by our International
Segment and our principal Canadian operating subsidiary. Additionally, we have entered into intercompany loan agreements with several of our
International Segment subsidiaries, providing these companies with access to our liquidity to support originations and other activities. The payment of
principal and interest on our debt reduces the cash available for payment of dividends on our capital stock, including the Series B Preferred Stock. The
terms of the Series B Preferred Stock will not restrict our business or operations, nor will they restrict our ability to incur indebtedness or engage in any
transactions, subject only to the limited voting rights of the Series B Preferred Stock described under "Description of the Series B Preferred Stock--Voting
Rights."
The Series B Preferred Stock may be junior to other preferred stock we have issued or may issue in the future.
The Series B Preferred Stock will be junior as to payment of dividends to any series of our preferred stock that may be issued (with the requisite vote
or consent of the holders of the Series B Preferred Stock and all other series of parity stock that we have issued or may issue with like voting rights,
including the Series A Preferred Stock, voting together as a single class) in the future that is expressly stated to be senior to the Series B Preferred Stock as
to payment of dividends and the distribution of assets upon liquidation or winding up of our company. If at any time we have failed to pay, on the
applicable payment date, accrued dividends on any of those shares that rank senior in priority with respect to dividends, we may not pay any dividends on
the Series B Preferred Stock or redeem or otherwise repurchase any shares of Series B Preferred Stock until we have paid or set aside for payment the full
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amount of the unpaid dividends on the shares that rank senior in priority with respect to dividends that must, under the terms of such shares, be paid before
we may pay dividends on, or redeem or repurchase, the Series B Preferred Stock. In addition, in the event of any liquidation or winding up of our

S-7
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company, holders of the Series B Preferred Stock will not be entitled to receive the liquidation preference of their shares until we have paid or set aside an
amount sufficient to pay in full the liquidation preference of any class or series of our capital stock ranking senior as to rights upon liquidation or winding
up.
Dividends on the Series B Preferred Stock will be discretionary and subject to restrictions.
Although dividends on the Series B Preferred Stock will be cumulative, such dividends will be discretionary. As a corporation, we are also subject to
restrictions on payments of dividends, and any redemption price must be paid out of lawfully available funds. Consequently, if our board of directors (or a
duly authorized committee of our board of directors) does not authorize and declare a dividend for any dividend period, holders of the Series B Preferred
Stock will not be entitled to receive any such dividend on the relevant dividend payment date, and such unpaid dividend will accumulate; however, no
interest will accrue on any such accumulated and unpaid dividend. In addition, we may become subject to contractual restrictions on our ability to pay
dividends in the future, whether under indebtedness or otherwise.
If we are not paying full dividends on any outstanding parity stock, we will not be able to pay full dividends on Series B Preferred Stock.
If dividends are not paid in full upon the Series B Preferred Stock or any other class or series of our capital stock we have issued or may issue that
has dividend rights on parity with the Series B Preferred Stock (whether such dividends are cumulative or non-cumulative), including any outstanding
Series A Preferred Stock, all dividends declared upon the Series B Preferred Stock and such dividend parity securities, if any, on such dividend payment
date will be declared pro rata in proportion to the respective amount of all accumulated but unpaid dividends on the Series B Preferred Stock and all parity
stock payable on such dividend payment date. Therefore, if we are not paying full dividends on any outstanding parity securities, we will not be able to pay
full dividends on the Series B Preferred Stock.
We are a holding company. Our only internal source of cash is from dividends and distributions from our subsidiaries.
We are a holding company with no operations of our own and conduct all of our business through our subsidiaries. Our only significant asset is the
outstanding capital stock of our subsidiaries. We are wholly dependent on the cash flow of our subsidiaries and dividends and distributions to us from our
subsidiaries in order to declare and pay dividends. Our subsidiaries and special purpose finance vehicles are separate and distinct legal entities and will
have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Series B Preferred Stock or to make any funds available therefor. The
ability of our subsidiaries to pay any dividends and distributions will be subject to, among other things, the terms of any debt instruments of those
subsidiaries then in effect and applicable law. There can be no assurance that our subsidiaries will generate cash flow sufficient to pay dividends or
distributions to us to enable us to pay dividends on the Series B Preferred Stock.
Our rights to participate in the distribution of assets of any of our subsidiaries upon that subsidiary's liquidation or reorganization will be subject to
the prior claims of that subsidiary's creditors, except to the extent that we are recognized as a creditor of that subsidiary, in which case our claims would
still be subject to the claims of any secured creditor of that subsidiary.
We may issue additional shares of Series B Preferred Stock and any additional class or series of our capital stock that ranks on parity with the
Series B Preferred Stock as to dividend rights, rights upon liquidation or voting rights.
We are able to issue additional shares of Series B Preferred Stock and any additional class or series of our capital stock that ranks equally to the
Series B Preferred Stock as to dividend payments and rights upon our

S-8
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liquidation or winding up of our affairs pursuant to our Amended and Restated Certificate of Formation (our "Certificate of Formation") and the Statement
of Resolution relating to the Series B Preferred Stock (the "Statement of Resolution") without the vote or consent of the holders of the Series B Preferred
Stock. The issuance of additional shares of Series B Preferred Stock or any additional class or series of our capital stock could have the effect of reducing
the amounts available to the Series B Preferred Stock issued in this offering upon our liquidation or the winding up of our affairs. It also may reduce
dividend payments on the Series B Preferred Stock issued in this offering if we do not have sufficient funds to pay dividends on all shares of Series B
Preferred Stock outstanding and other classes or series of capital stock with equal priority with respect to dividends, including the Series A Preferred Stock.
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See "Description of the Series B Preferred Stock--Priority of Dividends."
Although holders of Series B Preferred Stock will be entitled to limited voting rights, as described in "Description of the Series B Preferred Stock--
Voting Rights," with respect to the circumstances under which the holders of Series B Preferred Stock will be entitled to vote, our Series B Preferred Stock
will vote together as a single class along with our Series A Preferred Stock and all other series of our preferred stock that we have issued or may issue upon
which like voting rights have been conferred and are exercisable. As a result, the voting rights of holders of Series B Preferred Stock may be significantly
diluted, and the holders of the Series A Preferred Stock and such other series of preferred stock that we have issued or may issue may be able to control or
significantly influence the outcome of any vote.
The Series B Preferred Stock will not be convertible into our common stock at any time and does not have any protection in the event of a change
of control.
The Series B Preferred Stock will not be convertible into our common stock at any time. In addition, the terms of the Series B Preferred Stock will
not contain any provisions that protect the holders of the Series B Preferred Stock in the event that we experience a change of control. Holders of Series B
Preferred Stock will have no voting rights with respect to any merger or other transaction in which any shares of the Series B Preferred Stock remain
outstanding with the terms thereof materially unchanged, or shares of preferred stock into which the Series B Preferred Stock are converted or exchanged in
connection therewith contain terms materially unchanged as compared to the terms of the Series B Preferred Stock, taking into account that, upon the
occurrence of such merger or other transaction, we may not be the surviving entity. Additionally, a consolidation or merger of us with or into any other
entity, individually or in a series of transactions, will not be deemed to be a liquidation, dissolution or winding up of our affairs.
We cannot assure you that active trading markets will develop for the Series B Preferred Stock.
The Series B Preferred Stock will be a new issue of securities with no established trading market, and we do not intend to apply for a listing of any
shares of Series B Preferred Stock offered hereby on any national securities exchange or any automated dealer quotation system. There may be little or no
secondary market for the shares of Series B Preferred Stock. Even if a secondary market for the shares of Series B Preferred Stock develops, it may not
provide significant liquidity, and transaction costs in any secondary market could be high. As a result, the difference between bid and asked prices in any
secondary market could be substantial. The underwriters have advised us that they intend to make a market in the Series B Preferred Stock after the
offering is completed. However, they are not obligated to do so and may discontinue market-making with respect to the Series B Preferred Stock without
notice. In addition, the liquidity of the trading markets in the Series B Preferred Stock, and the market prices quoted for the Series B Preferred Stock, may
be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects
for companies in our industry generally. As a result, there can be no assurance that active trading markets will develop or continue for the Series B
Preferred Stock.

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General market conditions and unpredictable factors could adversely affect market prices for the Series B Preferred Stock.
There can be no assurance about the market prices for the Series B Preferred Stock. Several factors, many of which are beyond our control, will
influence the market value of the Series B Preferred Stock. Factors that might influence the market value of the Series B Preferred Stock include:


· whether dividends have been declared and are likely to be declared on the Series B Preferred Stock from time to time;

· our operating performance, financial condition and prospects, or the operating performance, financial condition and prospects of our

competitors;


· our creditworthiness;


· the ratings given to our securities by credit rating agencies, including any ratings given to the Series B Preferred Stock;


· changes in interest rates;


· the market for similar securities;


· economic, financial, geopolitical or regulatory events that affect us or the financial markets generally; and


· our issuance of additional preferred equity.
Accordingly, the shares of Series B Preferred Stock that you purchase, whether in this offering or in the secondary market, may trade at a discount to
the price that you paid for such shares.
The Series B Preferred Stock will represent a perpetual equity investment in us, and we are not obligated to redeem the Series B Preferred Stock
on or after the date it becomes redeemable at our option.
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424B2
The Series B Preferred Stock will be a perpetual equity security. This means that it will have no maturity or mandatory redemption date and will not
be redeemable at the option of the holders. As a result, holders of the Series B Preferred Stock may be required to bear the financial risks of an investment
in the Series B Preferred Stock for an indefinite period of time.
The Series B Preferred Stock may be redeemed by us at our option, in whole or in part, at any time on or after September 30, 2028, at a price of
$1,000 per Series B Preferred Stock, plus all dividends accumulated and unpaid (whether or not declared) to, but excluding, the redemption date, as
described under "Description of the Series B Preferred Stock--Redemption." Any decision we may make at any time to propose a redemption of the Series
B Preferred Stock will depend upon, among other things, our evaluation of our capital position, the composition of our shareholders' equity and general
market conditions at that time. In addition, the instruments governing our outstanding indebtedness or any capital stock expressly stated to be senior to the
Series B Preferred Stock may limit our ability to redeem the Series B Preferred Stock. If we redeem the Series B Preferred Stock for any reason, you may
not be able to reinvest the redemption proceeds you receive in a similar security.
As a holder of Series B Preferred Stock, you will have limited voting rights.
Holders of Series B Preferred Stock will have no voting rights with respect to matters that generally require the approval of voting shareholders.
Holders of the Series B Preferred Stock will have the right to vote only with respect to authorizing classes or series of capital stock senior to the Series B
Preferred Stock and with respect to certain fundamental changes in the terms of the Series B Preferred Stock and as otherwise expressly required by Texas
law. See "Description of the Series B Preferred Stock--Voting Rights."

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Holders of the Series B Preferred Stock may be unable to use the dividends-received deduction.
Distributions paid to a United States holder (as defined in "Material United States Federal Income Tax Considerations") that is a corporation may be
eligible for the dividends received deduction. Although we have accumulated earnings and profits, if any distributions on the Series B Preferred Stock with
respect to any taxable year fail to qualify as dividends for United States federal income tax purposes because we have insufficient current or accumulated
earnings and profits in such taxable year, United States holders would be unable to use the dividends-received deduction. If that were to occur, the market
value of the Series B Preferred Stock may decline.
The Series B Preferred Stock is expected to initially be rated below investment grade.
The Series B Preferred Stock is expected to initially be rated below investment grade, and there can be no assurance that it will be rated investment
grade in the future or otherwise be upgraded. Further, the Series B Preferred Stock may be subject to a higher risk of price volatility than similar, higher-
rated securities. In addition, increases in leverage or deteriorating outlooks for an issuer, or volatile markets, could lead to continued significant
deterioration in market prices of below-investment grade rated securities, such as the Series B Preferred Stock.
Ratings only reflect the views of the issuing rating agency or agencies and such ratings could at any time be revised downward, placed on a watch list
or withdrawn entirely at the discretion of the issuing rating agency. Further, a rating is not a recommendation to purchase, sell or hold any particular
security, including the Series B Preferred Stock. In addition, ratings do not reflect market prices or suitability of a security for a particular investor, and any
rating of the Series B Preferred Stock may not reflect all risks related to us and our business, or the structure or market value of the Series B Preferred
Stock. The credit rating agencies evaluate the automobile finance industry as a whole and may change their credit rating for us and our securities based on
their overall view of our industry. A future downgrade or withdrawal, or the announcement of a possible downgrade or withdrawal, in the ratings assigned
to the Series B Preferred Stock, us or our other securities, or any perceived decrease in our creditworthiness could cause the trading price of the Series B
Preferred Stock to decline significantly.
General Motors has no obligations under the Series B Preferred Stock and may have interests that conflict with those of the holders of Series B
Preferred Stock.
GM is not obligated in connection with the Series B Preferred Stock issued by us. We are a wholly owned subsidiary of GM. As our parent, GM
controls our fundamental corporate policies and transactions, including, but not limited to, the approval of significant corporate transactions. The interests
of GM as equity holder and as parent of a captive finance subsidiary may differ from your interests as a holder of the Series B Preferred Stock. For
example, GM may have an interest in pursuing, or causing us to pursue, acquisitions, divestitures, financings or other transactions that, in its judgment,
could enhance its equity investment in us or the value of its other businesses, even though those transactions might involve risks to you as a holder of the
Series B Preferred Stock.
The dividend rate on the Series B Preferred Stock will vary commencing on September 30, 2028, and any dividends declared after that date may
be less than the initial fixed annual rate of 6.500% in effect until September 30, 2028.
From and including the dividend payment date on September 30, 2028, the dividend rate of the Series B Preferred Stock will be a floating rate based
on three-month U.S. dollar LIBOR, plus a spread of 3.436%. The floating rate may be volatile over time and could be substantially less than the initial
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