ACF Americredit Corp.

Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Table of Contents

AMERICREDIT CORP.
801 Cherry Street, Suite 3500
Fort Worth, Texas 76102

Dear Shareholder:

        The Board of Directors of AmeriCredit Corp. ("AmeriCredit") has unanimously approved a merger agreement providing for AmeriCredit to be acquired by General Motors Holdings LLC. You are cordially invited to attend a special meeting of AmeriCredit shareholders to be held at                .m., local time, on                        , 2010, at                                    , Fort Worth, Texas                     .

        At the special meeting, you will be asked to consider and vote upon a proposal to adopt and approve the merger agreement entered into on July 21, 2010, pursuant to which AmeriCredit would be acquired by General Motors Holdings LLC, a wholly-owned subsidiary of General Motors Company. If the merger contemplated by the merger agreement is completed, the holders of our common stock will receive $24.50 in cash, without interest and less applicable withholding tax, for each share of our common stock that they own immediately prior to the effective time of the merger, unless they exercise and perfect their dissenters' rights under the Texas Business Organizations Code.

        After careful consideration, the AmeriCredit Board of Directors approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of the shareholders of AmeriCredit. THE BOARD OF DIRECTORS OF AMERICREDIT UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ADOPTION AND APPROVAL OF THE MERGER AGREEMENT AND FOR THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.

        The proxy statement attached to this letter provides you with information about the proposed merger and the special meeting of AmeriCredit's shareholders. AmeriCredit encourages you to read the entire proxy statement carefully. You may also obtain more information about AmeriCredit from documents AmeriCredit has filed with the Securities and Exchange Commission.

         Your vote is important.    Adoption and approval of the merger agreement requires the affirmative vote of holders of outstanding shares of our common stock representing at least two-thirds of all the votes entitled to be cast by holders of our common stock. The failure of any shareholder to vote will have the same effect as a vote against adopting and approving the merger agreement. Accordingly, whether or not you plan to attend the special meeting, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card and returning it in the envelope provided, or by voting over the telephone or over the Internet as instructed in these materials. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote FOR adoption and approval of the merger agreement and adjourning the special meeting, if necessary or appropriate, to solicit additional proxies.

        Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting.

        Thank you for your cooperation and continued support.

THIS PROXY STATEMENT IS DATED                        , 2010 AND IS FIRST BEING MAILED
TO SHAREHOLDERS OF AMERICREDIT ON OR ABOUT                        , 2010.

Table of Contents

AMERICREDIT CORP.
801 Cherry Street, Suite 3500
Fort Worth, Texas 76102

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD                , 2010

To the Shareholders of AmeriCredit Corp.:

        A special meeting of shareholders of AmeriCredit Corp., a Texas corporation ("AmeriCredit"), will be held at                        .m., local time, on                        , 2010, at                         , Fort Worth, Texas                  , for the following purposes:

1.

Adoption and Approval of the Merger Agreement .    To consider and vote upon a proposal to adopt and approve the Agreement and Plan of Merger, dated as of July 21, 2010, among General Motors Holdings LLC, Goalie Texas Holdco Inc., a wholly-owned subsidiary of General Motors Holdings LLC, and AmeriCredit, as it may be amended from time to time, pursuant to which Goalie Texas Holdco Inc. will be merged with and into AmeriCredit, with AmeriCredit surviving the merger as a wholly-owned subsidiary of General Motors Holdings LLC; and



2.

Adjournment of the Special Meeting .    To approve the adjournment of the special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement.

        Only shareholders of record as of the close of business on                        , 2010 are entitled to notice of and to vote at the special meeting and at any adjournment or postponement of the special meeting. All shareholders of record are cordially invited to attend the special meeting in person. To ensure your representation at the meeting in case you cannot attend, you are urged to vote your shares by completing, signing, dating and returning the enclosed proxy card as promptly as possible in the postage prepaid envelope enclosed for that purpose or submitting your proxy by telephone or through the Internet. Any shareholder attending the special meeting may vote in person even if he or she has returned or otherwise submitted a proxy card.

        Shareholders of AmeriCredit who do not vote in favor of adopting and approving the merger agreement will have the right to exercise their dissenters' rights and seek payment of the fair value of their shares if the merger is completed, but only if they submit a written demand for payment to AmeriCredit prior to the time the vote is taken on the merger agreement and comply with all other requirements of the Texas Business Organizations Code (the "TBOC"). A copy of the applicable TBOC statutory provisions is included as Annex D to the accompanying proxy statement, and a summary of these provisions can be found under "Dissenters' Rights" in the accompanying proxy statement.

        The adoption and approval of the merger agreement requires the affirmative vote of holders of outstanding shares of our common stock representing at least two-thirds of all the votes entitled to be cast by holders of our common stock. The failure of any shareholder to vote will have the same effect as a vote against adopting and approving the merger agreement. Even if you plan to attend the special meeting in person, please complete, sign, date and return the enclosed proxy or vote over the telephone or the Internet as instructed in these materials as promptly as possible to ensure that your shares will be represented at the special meeting if you are unable to attend. If you do attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote in favor of adoption and approval of the merger agreement and adjourning the special meeting, if necessary or appropriate, to solicit additional proxies. If you fail to return your proxy card, the effect will be that your shares will not be

Table of Contents

counted for purposes of determining whether a quorum is present at the special meeting and will effectively be counted as a vote against adoption and approval of the merger agreement.

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:    What is the proposed transaction?

A:

The proposed transaction is the acquisition of AmeriCredit Corp. ("AmeriCredit," the "Company," "we," "our" or "us") by a wholly-owned subsidiary of General Motors Company ("General Motors"). General Motors has agreed to acquire the Company pursuant to an Agreement and Plan of Merger (as it may be amended from time to time, the "merger agreement"), dated as of July 21, 2010, among General Motors Holdings LLC, a wholly-owned subsidiary of General Motors ("GM Holdings"), Goalie Texas Holdco Inc. ("merger sub") and the Company. Merger sub is a wholly-owned subsidiary of GM Holdings. Once the merger agreement has been adopted and approved by the Company's shareholders and the other closing conditions under the merger agreement have been satisfied or waived, merger sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will become a wholly-owned indirect subsidiary of General Motors.

The merger agreement is attached as Annex A to this proxy statement.

Q:    What will the Company's shareholders receive in the merger?

A:

If the merger contemplated by the merger agreement is completed, the holders of our common stock will receive $24.50 in cash, without interest and less applicable withholding tax, for each share of our common stock that they own immediately prior to the effective time of the merger, unless they exercise and perfect their dissenters' rights under the Texas Business Organizations Code (the "TBOC").

Q:    Where and when is the special meeting?

A:

The special meeting will take place at                    .m., local time, on                        , 2010, at                                     , Fort Worth, Texas                        .

Q:    Who is eligible to vote?

A:

Holders of our common stock as of the close of business on                        , 2010, the record date for the special meeting, are eligible to vote.

Q:    How many votes do the Company's shareholders have?

A:

Holders of our common stock have one vote for each share of our common stock that such holder owned at the close of business on                        , 2010, the record date for the special meeting.

Q:    What vote of the Company's shareholders is required to approve the merger agreement?

A:

In order to complete the merger, holders of outstanding shares of our common stock representing at least two-thirds of all the votes entitled to be cast by holders of our common stock (the "Shareholder Approval") must vote FOR the adoption and approval of the merger agreement.

Q:    How does the Company's Board of Directors recommend that I vote?

A:

AmeriCredit's Board of Directors (the "Board"), acting upon the recommendation of the special committee formed by the Board, by unanimous vote, has determined that it is advisable and in the best interests of AmeriCredit and its shareholders to consummate the merger and the other transactions contemplated by the merger agreement, and unanimously recommends that shareholders vote FOR the proposal to adopt and approve the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. You should read the

1

Table of Contents

section entitled "The Merger—Reasons for the Merger" for a discussion of the factors that the Board considered in deciding to recommend voting FOR adoption and approval of the merger agreement.

Q:    What do I need to do now?

A:

Please read this proxy statement carefully, including its annexes, to consider how the merger affects you. After you read this proxy statement, you should complete, sign and date your proxy card and mail it in the enclosed postage prepaid return envelope or submit your proxy over the telephone or over the Internet promptly so that your shares can be voted at the special meeting of the Company's shareholders. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote FOR adoption and approval of the merger agreement and adjourning the special meeting.

Q:    What happens if I do not return a proxy card or otherwise vote?

A:

The failure to return your proxy card or to otherwise vote will have the same effect as voting against adoption and approval of the merger agreement. A vote to abstain will also have the same effect as voting against the adoption and approval of the merger agreement.

Q:    How do I vote?

A:

If you are a shareholder of record, you may vote in person at the special meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone or vote by proxy on the Internet. If you vote by proxy, your shares will be voted as you specify on the proxy card, over the telephone or on the Internet. Whether or not you plan to attend the meeting, the Company urges you to vote by proxy to ensure your vote is counted. You may still attend the special meeting and vote in person if you have already voted by proxy.

•

To vote in person, come to the special meeting and you will be given a ballot when you arrive.

•

To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the enclosed postage prepaid return envelope. If you return your signed proxy card to the Company before the special meeting, the Company will vote your shares as you direct.

•

To vote over the telephone, dial toll-free the telephone number located on the enclosed proxy card using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by            p.m.,                Time, on                                , 2010 to be counted.

•

To vote on the Internet, go to the web address located on the enclosed proxy card to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by           p.m.,                 Time, on                                , 2010 to be counted.

If your shares of common stock are held in "street name" by your broker, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. Your broker will vote your shares only if you provide instructions to your broker on how to vote. You should instruct your broker to vote your shares, following the procedures provided by your broker. Without such instructions, your shares will not be voted, which will have the same effect as voting against the adoption and approval of the merger agreement. See "The Special Meeting of the Company's Shareholders—Voting by Proxy."

The Company provides Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you

2

Table of Contents

must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Q:    What does it mean if I receive more than one set of materials?

A:

This means you own shares of our stock that are registered under different names. For example, you may own some shares directly as a shareholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must complete, sign, date and return each of the proxy cards that you receive, or vote all of your shares over the telephone or over the Internet in accordance with the instructions above in order to vote all of the shares you own. Each proxy card you receive comes with its own postage prepaid return envelope and control number(s); if you vote by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card, and if you vote by telephone or over the Internet, use the control number(s) on each proxy card.

Q:    May I vote in person?

A:

If you are the shareholder of record of shares of our common stock you have the right to vote in person at the special meeting with respect to those shares.

If you are the beneficial owner of shares of our common stock, you are invited to attend the special meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the special meeting, unless you obtain a legal proxy from your broker, bank or nominee giving you the right to vote the shares at the special meeting.

Even if you plan to attend the special meeting as a shareholder of record, we recommend that you also submit your proxy card or voting instructions as described in the above Q&A entitled "How do I vote?" so that your vote will be counted if you later decide not to attend the special meeting.

Q:    Am I entitled to dissenters' rights?

A:

Under Subchapter H of Chapter 10 of the TBOC, our shareholders will be entitled to dissent and to obtain appraisal for their shares only if certain criteria are satisfied. See "Dissenters' Rights" and Annex D of this proxy statement.

Q:    Is the merger expected to be taxable to owners of our common stock?

A:

In general, your receipt of the cash consideration for each of your shares of our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under state, local or non-U.S. income or other tax laws. You should read "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" for a more complete discussion of the U.S. federal income tax consequences of the merger. You also are urged to consult your own tax advisor on the tax consequences of the merger in light of your particular circumstances.

Q:    When do you expect the merger to be completed?

A:

AmeriCredit and GM Holdings are working to complete the merger as quickly as possible. AmeriCredit anticipates that the merger will be completed by the end of the fourth quarter of calendar 2010. In order to complete the merger, we must obtain the required Shareholder Approval and a number of other closing conditions under the merger agreement must be satisfied or waived. See "The Merger Agreement—Conditions to Completion of the Merger."

3

Table of Contents

Q:    Should I send in my stock certificates now?

A:

No. At or about the date of completion of the merger, if you hold certificated shares, you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to GM Holdings' paying agent in order to receive the merger consideration. You should use the letter of transmittal to exchange stock certificates for the merger consideration to which you are entitled as a result of the merger. DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY.

If you own shares of our common stock that are held in "street name" by your broker, you will receive instructions from your broker as to how to surrender your "street name" shares and receive the merger consideration for those shares following the completion of the merger.

Q:    Who can help answer my questions?

A:

The information provided above in the question-and-answer format is for your convenience only and is merely a summary of some of the information in this proxy statement. You should carefully read the entire proxy statement, including its annexes. If you would like additional copies of this proxy statement, without charge, or if you have questions about the merger, including the procedures for voting your shares, you should contact the Company's proxy solicitation agent:

Morrow & Co., LLC
470 West Avenue
Stanford, CT 06902
Phone: (203) 658-9400

        You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the merger, the merger agreement or other matters discussed in this proxy statement.

4

Table of Contents

SUMMARY

        This summary does not contain all of the information that is important to you. You should carefully read the entire proxy statement to fully understand the proposed merger. The merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement because it is the legal document that governs the merger.

The Proposed Transaction

•

Shareholder Votes.   You are being asked to vote to adopt and approve the merger agreement pursuant to which AmeriCredit would be acquired by GM Holdings. Adoption and approval of the merger agreement requires the Shareholder Approval, as described herein.



•

Price for Your Stock.   Upon completion of the merger, holders of our common stock will receive $24.50 in cash, without interest and less applicable withholding tax, for each share of our common stock that they own immediately prior to the effective time of the merger.



•

The Acquiror.   GM Holdings is a wholly-owned subsidiary of General Motors. General Motors, one of the world's largest automakers, traces its roots back to 1908. With its global headquarters in Detroit, General Motors employs approximately 205,000 people in every major region of the world and does business in some 157 countries. General Motors and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. General Motors' largest national market is the United States, followed by China, Brazil, Germany, the United Kingdom, Canada, and Italy.

Special Committee Recommendation (see page 29)

        A special committee of our Board, comprised entirely of independent directors (the "Special Committee"), was authorized by the Board to consider the Company's strategic alternatives, represent the interests of the Company's shareholders other than Fairholme Capital Management, L.L.C. ("FCM"), Bruce R. Berkowitz, and Fairholme Funds, Inc. (collectively, the "Fairholme Shareholders"), and Leucadia National Corporation, Phlcorp, Inc., Baldwin Enterprises, Inc., BEI Arch Holdings, LLC and BEI-Longhorn, LLC (collectively, the "Leucadia Shareholders") in connection with such alternatives, participate in the negotiations with GM Holdings and make a recommendation to the Board on the potential transaction with GM Holdings. The Special Committee unanimously determined that the merger, the merger agreement and the transactions contemplated thereby are advisable and in the best interests of the Company's shareholders other than the Fairholme Shareholders and the Leucadia Shareholders, recommended the submission of the merger and the merger agreement to our Board and recommended that our Board (1) approve the merger agreement, (2) submit the merger and merger agreement to our shareholders for adoption and approval and (3) resolve to recommend the adoption and approval of the merger agreement by our shareholders.

Board Recommendation (see page 29)

        The Board, acting upon the recommendation of the Special Committee, by unanimous vote, has determined that it is advisable and in the best interests of AmeriCredit and its shareholders to consummate the merger and the other transactions contemplated by the merger agreement, and unanimously recommends that shareholders vote FOR the proposal to adopt and approve the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

5

Table of Contents

Reasons for the Merger (see page 29)

        The Board and the Special Committee considered a number of factors in making its determination that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of AmeriCredit and its shareholders as more fully described under the section "The Merger—Reasons for the Merger."

Opinion of Financial Advisor to the Board (see page 33)

        J.P. Morgan Securities Inc. ("J.P. Morgan") delivered its oral opinion to the Board on July 21, 2010 (which was subsequently confirmed in writing by delivery of J.P. Morgan's written opinion, dated July 22, 2010) to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth in its opinion, the $24.50 per share consideration to be paid to the holders of the Company's common stock in the merger was fair, from a financial point of view, to such holders.

        The full text of the J.P. Morgan written opinion, which sets forth the assumptions made, matters considered and limits on the review undertaken by J.P. Morgan in rendering its opinion, is attached as Annex B. We urge you to read the opinion carefully in its entirety. J.P. Morgan's written opinion is addressed to the Board, is directed only to the consideration to be paid in the merger and does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote at the special meeting of shareholders.

Opinion of Financial Advisor to the Special Committee (see page 38)

        In connection with the merger, the Special Committee's financial advisor, Credit Suisse Securities (USA) LLC ("Credit Suisse"), delivered an opinion, dated July 21, 2010, to the Special Committee as to the fairness, from a financial point of view and as of the date of such opinion, of the $24.50 per share consideration to be received in the merger by holders of AmeriCredit common stock (other than holders who entered into voting agreements and their respective affiliates). The full text of Credit Suisse's written opinion is attached to this proxy statement as Annex C and sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken. Credit Suisse's opinion was provided to the Special Committee (in its capacity as such) for its information in connection with its evaluation of the merger consideration. The opinion addresses only the fairness of the merger consideration from a financial point of view, does not address any other aspect of the proposed merger and does not constitute advice or a recommendation to any shareholder as to how such shareholder should vote or act on any matter relating to the proposed merger.

Financing

        AmeriCredit and GM Holdings estimate that the total amount of funds required to complete the merger, and the payment of any related fees and expenses, will be approximately $3.5 billion. The merger agreement does not contain any financing-related closing condition.

Material U.S. Federal Income Tax Consequences of the Merger (see page 53)

        In general, the merger will be a taxable transaction for holders of shares of AmeriCredit's common stock. For U.S. federal income tax purposes, you will generally recognize a gain or loss measured by the difference, if any, between the cash you receive (before reduction for any applicable withholding tax) in the merger and your adjusted tax basis in the shares exchanged in the merger. Gain or loss will be determined separately for each block of your shares ( i.e. , shares acquired at the same cost in a single transaction). You are urged to consult your own tax advisor about the tax consequences to you of the merger.

6

Table of Contents

Required Antitrust Approvals (see page 54)

        Under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the merger may not be consummated until notification and report forms have been filed with the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division") and the Federal Trade Commission by GM Holdings and AmeriCredit, and the applicable waiting period has expired or been terminated. AmeriCredit and GM Holdings have filed the notification and report forms under the HSR Act with the Federal Trade Commission and the Antitrust Division. AmeriCredit and GM Holdings have been notified that the waiting period under the HSR Act has been terminated effective as of August 13, 2010.

Voting Agreements (see page 54)

        In connection with the transactions contemplated by the merger agreement, contemporaneously with the execution and delivery of the merger agreement, each of the Leucadia Shareholders entered into a shareholder support and voting agreement (the "Leucadia voting agreement"), under which each such shareholder agreed to vote as shareholders in favor of the merger pursuant to the terms and conditions of the Leucadia voting agreement. As of the record date, the shareholders subject to such Leucadia voting agreement owned in the aggregate, approximately         % of the voting power of the AmeriCredit common stock.

        In addition, in connection with the transactions contemplated by the merger agreement, contemporaneously with the execution and delivery of the merger agreement, each of the Fairholme Shareholders entered into a shareholder support and voting agreement (the "Fairholme voting agreement"), under which each such shareholder agreed to vote as shareholders in favor of the merger pursuant to the terms and conditions of the Fairholme voting agreement. As of the record date, the shareholders subject to such Fairholme voting agreement owned in the aggregate approximately         % of the voting power of the AmeriCredit common stock.

        As of the record date, the shareholders subject to the Leucadia voting agreement and the Fairholme voting agreement owned in the aggregate approximately        % of the voting power of the AmeriCredit common stock.

The Special Meeting of the Company's Shareholders (see page 16)

•

Place, Date and Time.   The special meeting will be held at                     .m. local time, on                    , 2010, at                                    , Fort Worth, Texas                    .



•

Vote Required.   The adoption and approval of the merger agreement requires the affirmative vote of holders of the outstanding shares of our common stock representing at least two-thirds of all the votes entitled to be cast by holders of our common stock. A failure to vote or a vote to abstain has the same effect as a vote AGAINST adoption and approval of the merger agreement.



•

Who Can Vote at the Meeting.   You can vote at the special meeting all of the shares of AmeriCredit common stock you own of record as of the close of business on                        , 2010, which is the record date for the special meeting. If you own shares that are registered in the name of someone else, such as a broker, you need to direct that person to vote those shares or obtain an authorization from them and vote the shares yourself at the meeting. On the record date, there were                        shares of AmeriCredit common stock outstanding and no shares of the Company's preferred stock were issued or outstanding.



•

Procedure for Voting.   You can vote shares you hold of record by attending the special meeting and voting in person, by mailing the enclosed proxy card, or by voting over the telephone or over the Internet. If your shares of common stock are held in "street name" by your broker, you should instruct your broker on how to vote your shares using the instructions provided by your broker. If you do not instruct your broker to vote your shares, your shares will not be voted.

7

Table of Contents

•

How to Revoke Your Proxy.   You may revoke your proxy at any time before the vote is taken at the meeting. To revoke your proxy, you must either advise AmeriCredit's Secretary in writing, deliver a proxy dated after the date of the proxy you wish to revoke, or attend the meeting and vote your shares in person. Merely attending the special meeting will not constitute revocation of your proxy. If you have instructed your broker to vote your shares, you must follow the directions provided by your broker to change those instructions.

Dissenters' Rights (see page 78)

        If certain criteria are satisfied, the TBOC provides you with the right to dissent and obtain an appraisal of your shares, provided that you perfect those rights in the manner provided for in the TBOC. This means that if you are not satisfied with the amount you are receiving in the merger, you may be entitled to have the value of your shares determined by an appraiser appointed by a Texas court and to receive payment based on that valuation. The amount you ultimately receive as a dissenting shareholder may be more, the same as or less than the amount you would be entitled to receive under the terms of the merger agreement.

Market Price of the Company's Common Stock (see page 74)

        Shares of AmeriCredit's common stock are listed on the New York Stock Exchange (the "NYSE") under the trading symbol "ACF." On July 21, 2010, which was the last trading day before the announcement of the execution of the merger agreement, AmeriCredit's common stock closed at $19.70 per share. On                        , 2010, which was the last practicable trading day before this proxy statement was printed, AmeriCredit's common stock closed at $                  per share.

No Solicitation; Changes in Recommendations (see page 66)

        The merger agreement contains restrictions on AmeriCredit's ability to solicit or engage in discussions or negotiations with any third party regarding a proposal to acquire a significant interest in AmeriCredit. Notwithstanding these restrictions, under certain limited circumstances, the Board may respond to an unsolicited alternative acquisition proposal and terminate the merger agreement to enter into an acquisition agreement with respect to a "superior proposal" (as described in the section entitled "The Merger Agreement—No Solicitation; Changes in Recommendations").

Conditions to Completion of the Merger (see page 64)

        Each party's obligation to complete the merger is subject to the satisfaction or waiver of various conditions, including the following:

•

obtaining the Shareholder Approval;



•

the absence of any injunctions or orders preventing the consummation of the merger; and



•

the expiration or termination of the waiting period under the HSR Act.

        GM Holdings' and merger sub's obligation to complete the merger is subject to the satisfaction or waiver of additional conditions, including the following:

•

the accuracy of AmeriCredit's representations and warranties in the merger agreement, except where the inaccuracy of such representations and warranties has not had and would not reasonably be expected to have a material adverse effect on AmeriCredit; provided, that in the case of AmeriCredit's representations and warranties relating to capitalization, corporate authorization, the required vote of AmeriCredit's shareholders, and anti-takeover matters, such representations and warranties must be true in all respects;



•

AmeriCredit's performance of and compliance with, in all material respects, its obligations and covenants under the merger agreement;

8

Table of Contents

•

the absence of the occurrence of a material adverse effect on AmeriCredit since July 21, 2010;



•

the receipt of certain governmental consents and approvals;



•

the settlement of the Note Hedges (as defined in the section entitled "The Merger Agreement—Background of the Merger"); and



•

the number of dissenting shares not exceeding 15% of AmeriCredit's outstanding shares of common stock.

        AmeriCredit's obligation to complete the merger is subject to the satisfaction or waiver of additional conditions, including the following:

•

the accuracy of GM Holdings and merger sub's representations and warranties in the merger agreement, except where the inaccuracy of such representations and warranties would not reasonably be likely to prevent or materially delay or materially impair the ability of GM Holdings or merger sub to perform its obligations under the merger agreement or to consummate the merger; provided, that in the case of GM Holdings' representations and warranties relating to corporate authorization, such representations and warranties must be true in all respects; and



•

GM Holdings' and merger sub's performance and compliance with, in all material respects, their obligations and covenants under the merger agreement.

Termination of the Merger Agreement (see page 68)

        The merger agreement can be terminated under certain circumstances, including:

•

by mutual written consent of GM Holdings and AmeriCredit;



•

by either AmeriCredit or GM Holdings, if:



•

the merger has not been completed by December 31, 2010; except that this right is not available to any party whose breach of the merger agreement proximately causes the failure to complete the merger by this date;



•

a final and non-appealable injunction or order has been entered permanently prohibiting completion of the merger; or



•

the Shareholder Approval is not obtained at the special meeting or any adjournment thereof.



•

by GM Holdings, if:



•

AmeriCredit breaches any of its representations or warranties or fails to perform any covenant or agreement in the merger agreement, which breach or failure to perform would result in the failure of a condition to closing and cannot be cured by December 31, 2010, provided that GM Holdings has given AmeriCredit written notice, delivered at least 30 days prior to such termination, of GM Holdings' intention to terminate;



•

AmeriCredit's Board or the Special Committee withdraws, modifies or qualifies in a manner adverse to GM Holdings or merger sub, or publicly proposes to withdraw modify or qualify, in a manner adverse to GM Holdings or merger sub, its recommendation that shareholders adopt and approve the merger agreement, fails to include the recommendation that shareholders adopt and approve the merger agreement in the proxy statement filed with the Securities and Exchange Commission (the "SEC") and/or approves, endorses or recommends or resolves to or publicly proposes to approve, endorse or recommend an alternative acquisition proposal;



•

since July 21, 2010, there has been a material adverse effect on AmeriCredit that cannot be cured by December 31, 2010; or



•

the Note Hedges have not been settled as provided in the merger agreement on or prior to September 30, 2010, then GM Holdings may terminate the merger agreement on or prior to October 4, 2010.

9

Table of Contents

•

by AmeriCredit:



•

if GM Holdings breaches any of its representations or warranties or fails to perform any covenant or agreement contained in the merger agreement, which breach or failure to perform would result in the failure of a condition to closing and cannot be cured by December 31, 2010, provided that AmeriCredit has given GM Holdings notice, delivered at least 30 days prior to such termination, of AmeriCredit's intention to terminate; or



•

prior to the receipt of the Shareholder Approval, to accept a superior proposal from a third party to acquire AmeriCredit which did not result from a breach of the non-solicitation provisions of the merger agreement, if AmeriCredit, among other things, provides GM Holdings proper notice of the superior proposal and pays the applicable termination fee (as described below).

Termination Fees and Expenses (see page 70)

        AmeriCredit has agreed to pay GM Holdings a termination fee of $105.0 million if the merger agreement is terminated:

•

by GM Holdings, if the Board (or Special Committee, as applicable) withdraws, modifies or qualifies in a manner adverse to GM Holdings or merger sub, or publicly proposes to withdraw, modify or qualify, in a manner adverse to GM Holdings or merger sub, its recommendation that shareholders adopt and approve the merger agreement, fails to include the recommendation that shareholders adopt and approve the merger agreement in the proxy statement filed with the SEC and/or approves, endorses or recommends, or resolves to or publicly proposes to approve, endorse or recommend, any alternative acquisition proposal; provided that no termination fee shall be payable if (1) the Board (or the Special Committee, as the case may be) effects a change in the Board recommendation because of a superior proposal and (2) prior to any termination of the merger agreement by GM Holdings as a result of such change in the Board recommendation, the shareholder meeting occurs for the purpose of voting on the merger; provided, further, however, that if the merger agreement is then terminated for any reason following the occurrence of the matters referred to in clauses (1) and (2) and within 12 months after such termination, AmeriCredit enters into a definitive agreement in respect of any alternative acquisition proposal to acquire control of AmeriCredit or a transaction pursuant to which any alternative acquisition proposal to acquire control of AmeriCredit is consummated, AmeriCredit has agreed to pay GM Holdings the termination fee;



•

by AmeriCredit, if prior to the receipt of the Shareholder Approval, (1) the Board (or Special Committee, as the case may be) has received an alternative acquisition proposal which did not result from a breach of the non-solicitation provisions of the merger agreement, (2) AmeriCredit has notified GM Holdings in writing of the determination by the Board that an alternative acquisition proposal is a superior proposal, (3) AmeriCredit has provided to GM Holdings a matching period in accordance with the merger agreement and (4) after the matching period expires, the superior proposal remains a superior proposal;



•

by either GM Holdings or AmeriCredit, if the merger has not been completed by December 31, 2010 and the party seeking to terminate the merger agreement has not breached its obligations under the merger agreement in any manner that proximately caused the failure to consummate the merger on or before December 31, 2010 and within 12 months after such termination, AmeriCredit enters into a definitive agreement in respect of any alternative acquisition proposal to acquire control of AmeriCredit or a transaction pursuant to which any alternative acquisition proposal to acquire control of AmeriCredit is consummated;

10

Table of Contents

•

by GM Holdings, if (1) (a) AmeriCredit has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement, which breach or failure to perform (i) results in the failure of a condition to closing and (ii) cannot be cured by the December 31, 2010, (b) since the date of the merger agreement there has been a material adverse effect with respect to AmeriCredit that cannot be cured by the December 31, 2010 or (c) on September 30, 2010, definitive agreements to settle hedge transactions with JPMorgan Chase Bank and Deutsche Bank have not been entered into and (2) within 12 months after such termination, AmeriCredit enters into a definitive agreement in respect of any alternative acquisition proposal to acquire control of AmeriCredit or a transaction pursuant to which any alternative acquisition proposal to acquire control of AmeriCredit is consummated; or



•

by either GM Holdings or AmeriCredit, if (1) (a) an injunction or order has been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such injunction or order has become final and non-appealable, (b) the shareholder meeting for the purpose of voting on the merger (including any adjournments thereof) has concluded and the Shareholder Approval contemplated by the merger agreement has been obtained and (2) within 12 months after such termination, AmeriCredit enters into a definitive agreement in respect of any alternative acquisition proposal to acquire control of AmeriCredit or a transaction pursuant to which any alternative acquisition proposal to acquire control of AmeriCredit is consummated.

Warrants (see page 58)

        Each warrant outstanding immediately prior to the effective time of the merger, as of the effective time of the merger, will become exercisable into the right to receive an amount in cash equal to the product of (1) (a) the total number of shares of our common stock subject to the warrant and (b) $24.50, upon payment to AmeriCredit of the exercise price per share subject to such warrant or (2) upon a holder's election to be paid on a "cashless basis", (a) the total number of shares subject to the warrant and (b) the excess, if any, of the difference between $24.50 and the exercise price per share subject to such warrant, in each case without interest and less applicable withholding tax.

Treatment of Options, Restricted Stock Units, Restricted Stock and Other Equity Awards; Employee Matters (see pages 58 and 72)

        The merger agreement contains provisions relating to the benefits that AmeriCredit's employees (including executive officers) and non-employee directors will receive in connection with and following the merger. In particular, under the merger agreement:

•

Except as otherwise agreed in writing by AmeriCredit and GM Holdings and the applicable holder thereof, each outstanding option or other award to purchase shares of AmeriCredit's common stock, other than stock options outstanding as of July 21, 2010 pursuant to the Employee Stock Purchase Plan, as amended (each, a "Company stock option"), will, as of the effective time of the merger, become fully vested and be converted into the right to receive a cash payment, without interest and less applicable withholding tax, equal to the lesser of (A) the product of (x) the total number of shares subject to a Company stock option and (y) the excess, if any, of the difference between $24.50 and the exercise price per share subject to such stock option, or (B) the amount to which the holder of such Company stock option would otherwise be entitled under the terms of the applicable option grant and option plan.



•

Subject to any and all applicable performance criteria being satisfied and, except as otherwise agreed in writing by AmeriCredit and GM Holdings and the applicable holder thereof, each equity award, other than a Company stock option, granted under any of AmeriCredit's stock plans that provides for compensation payable in or based on AmeriCredit's common stock (each, a "Company stock award"), will, as of the effective time of the merger, become fully vested and be converted into

11

Table of Contents

the right to receive a cash payment, without interest and less applicable withholding tax, equal to the lesser of (A) the amount of cash or the value of AmeriCredit's common stock, as applicable, net of any exercise price, base amount or other offset provided in the award agreement with respect to such Company stock award, that would otherwise be payable or deliverable upon the exercise of the Company stock award (as if it were vested) at the effective time and based on the amount of merger consideration per share of AmeriCredit's common stock subject to or underlying such Company stock award (or if the net amount is not more than zero) with the aggregate amount of such payment rounded to the nearest cent, or (B) the amount to which the holder of such Company stock award would otherwise be entitled under the terms of the applicable award agreement and stock plan.

•

At the effective time of the merger, AmeriCredit's Employee Stock Purchase Plan, will terminate. Additionally, at or prior to the effective time of the merger, the offering period in effect under the Employee Stock Purchase Plan will end, and all options in effect, for which contributions have been made, for such offering period will automatically be exercised for the applicable exercise price under the terms of the Employee Stock Purchase Plan.



•

For at least one year after the merger, GM Holdings has agreed to continue to employ each employee of AmeriCredit or any of its subsidiaries at not less than the same base pay and bonus and incentive compensation opportunity level as in effect on July 21, 2010. Additionally, for at least one year after the merger, GM Holdings will offer employee benefits to the covered employees that are no less favorable than those provided to such employees as of July 21, 2010, other than the Employee Stock Purchase Plan, described above.



•

GM Holdings has agreed to provide AmeriCredit's employees with service credit for eligibility and vesting (but not benefit accrual) under all employee benefit plans, programs and policies of GM Holdings or any affiliate of GM Holdings to the same extent as provided to employees of GM Holdings or any affiliate of GM Holdings prior to the closing date.

Interests of Certain Persons in the Merger (see page 46)

        You should be aware that some of AmeriCredit's directors and executive officers have interests in the merger that are different from, or are in addition to, the interests of AmeriCredit's shareholders generally. These interests relate to equity securities held by such persons and their affiliates; change of control, severance and retention arrangements covering AmeriCredit's executive officers; and indemnification of AmeriCredit's directors and officers by the surviving corporation following the merger.

Shares Held by Directors and Executive Officers (see page 75)

        As of the close of business on                        , 2010, the current directors and executive officers of AmeriCredit were deemed to beneficially own approximately                         shares of AmeriCredit common stock, which represented approximately      % of the shares of AmeriCredit common stock outstanding on that date. Beneficial ownership is determined in accordance with the rules of the SEC, as described below under "Security Ownership of Certain Beneficial Owners and Management."

Procedure for Receiving Merger Consideration (see page 58)

        GM Holdings will appoint a paying agent to coordinate the payment of the merger consideration following the merger. If you own shares of our common stock that are held in "street name" by your broker, you will receive instructions from your broker as to how to surrender your "street name" shares and receive the merger consideration for those shares. If you hold certificated shares, at or about the date of completion of the merger, the paying agent will send you written instructions for surrendering your certificates and obtaining the merger consideration. Do not send in your share certificates now.

12

Table of Contents

Questions

        If you have additional questions about the merger or other matters discussed in this proxy statement after reading this proxy statement, you should contact AmeriCredit's proxy solicitation agent at the following address or phone number:

Morrow & Co., LLC
470 West Avenue
Stanford, CT 06902
Phone: (203) 658-9400

        You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the merger, the merger agreement or other matters discussed in this proxy statement.

13

Table of Contents

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

        This proxy statement contains forward-looking statements based on estimates and assumptions. Forward-looking statements include information concerning possible or assumed future results of operations of each of AmeriCredit and GM Holdings, the expected completion and timing of the merger and other information relating to the merger. There are forward-looking statements throughout this proxy statement, including, among others, under the headings "Summary" and "The Merger" and in statements containing the words "believes," "expects," "anticipates," "intends," "estimates" or other similar expressions. For each of these statements, AmeriCredit claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. Although AmeriCredit believes that the expectations reflected in these forward-looking statements are reasonable, AmeriCredit cannot assure you that the actual results or developments it anticipates will be realized, or even if realized, that they will have the expected effects on the business or operations of each of AmeriCredit and GM Holdings. These forward-looking statements speak only as of the date on which the statements were made. AmeriCredit undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this proxy statement. In addition to other factors and matters contained or incorporated in this document, AmeriCredit believes the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

•

the financial performance of each of AmeriCredit and GM Holdings through the completion of the merger, including in particular AmeriCredit's cash flows and cash balances;



•

volatility in the stock markets;



•

the timing of, and regulatory and other conditions and expected benefits associated with, the completion of the merger;



•

competitive pressures in the markets in which AmeriCredit competes;



•

the loss of key employees;



•

general economic conditions;



•

government regulation of AmeriCredit's and General Motors' industries and businesses;



•

risks related to litigation in which AmeriCredit may become involved; and



•

other factors that are described from time to time in AmeriCredit's periodic filings with the SEC.

14

Table of Contents

THE PARTIES TO THE MERGER

        AmeriCredit is a leading independent automobile finance company that provides financing solutions indirectly through auto dealers across the United States. AmeriCredit has approximately 3,000 employees in the U.S. and Canada, 800,000 customers and $9 billion in auto receivables. AmeriCredit has been operating in the automobile finance business since 1992 and its principal executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102.

        GM Holdings is a wholly-owned subsidiary of General Motors. General Motors, one of the world's largest automakers, traces its roots back to 1908. With its global headquarters in Detroit, General Motors employs approximately 205,000 people in every major region of the world and does business in some 157 countries. General Motors and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. General Motors' largest national market is the United States, followed by China, Brazil, Germany, the United Kingdom, Canada, and Italy. GM Holdings' principal executive offices are located at 300 Renaissance Center, Detroit, Michigan 48265-3000 and its telephone number is (313) 667-0006.

        Goalie Texas Holdco Inc., or merger sub, is a wholly-owned subsidiary of GM Holdings, whose address is 300 Renaissance Center, Detroit, Michigan 48265-3000. Merger sub was formed solely for the purpose of facilitating GM Holdings' acquisition of AmeriCredit.

15

Table of Contents

THE SPECIAL MEETING OF THE COMPANY'S SHAREHOLDERS

Time, Place and Purpose of the Special Meeting

        The special meeting will be held at                .m. local time on                    2010, at                                    , Fort Worth, Texas                     . The purpose of the special meeting is to consider and vote on the proposal to adopt and approve the merger agreement. The Board, acting upon the recommendation of the Special Committee, by unanimous vote, has determined that it is advisable and in the best interests of AmeriCredit and our shareholders to consummate the merger and the other transactions contemplated by the merger agreement, and unanimously recommends that shareholders vote FOR the proposal to adopt and approve the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies .

Who Can Vote at the Special Meeting

        Only holders of record of AmeriCredit common stock as of the close of business on                        2010, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting and any adjournment of the special meeting. If you own shares that are registered in the name of someone else, such as a broker, you need to direct that person to vote those shares or obtain an authorization from them and vote the shares yourself at the meeting. On the record date, there were                         shares of AmeriCredit common stock outstanding, and no shares of the Company's preferred stock were issued or outstanding.

Vote Required; Quorum

        The approval of the merger agreement requires AmeriCredit to obtain the Shareholder Approval. The Shareholder Approval requires the affirmative vote of holders of the outstanding shares of our common stock representing at least two-thirds of all the votes entitled to be cast by holders of our common stock. Because the required votes of AmeriCredit's shareholders are based upon the number of outstanding shares of common stock, and not based on the number of outstanding shares represented in person or by proxy at the special meeting, failure to submit a proxy or to vote in person will have the same effect as a vote AGAINST adoption and approval of the merger agreement. A vote to abstain will also have the same effect as a vote AGAINST approval of the merger.

        If your shares of common stock are held in "street name" by your broker, you should instruct your broker how to vote your shares using the instructions provided by your broker. Under applicable regulations, brokers who hold shares in "street name" for customers may not exercise their voting discretion with respect to non-routine matters such as the approval of the merger agreement. As a result, if you do not instruct your broker to vote your shares of common stock, your shares will not be voted.

        For purposes of transacting business at the special meeting, the presence, in person or by proxy, of a majority of the outstanding shares of our common stock entitled to vote at the meeting is necessary to constitute a quorum. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum and any adjournment of the special meeting, unless the holder is present solely to object to the special meeting. However, if a new record date is set for an adjourned meeting, a new quorum will have to be established. Abstentions from voting and broker non-votes are counted for the purpose of determining the existence of a quorum but will not be treated as votes cast.

        Approval of the adjournment of the special meeting to solicit additional proxies will require the affirmative vote of a majority of the votes cast at the special meeting.

Voting Agreements

        In connection with the transactions contemplated by the merger agreement, contemporaneously with the execution and delivery of the merger agreement, each of the Leucadia Shareholders entered into the

16

Table of Contents

Leucadia voting agreement, under which each such shareholder agreed to vote as shareholders in favor of the merger pursuant to the terms and conditions of the Leucadia voting agreement. As of the record date, the shareholders subject to the Leucadia voting agreement owned in the aggregate approximately        % of the voting power of the AmeriCredit common stock.

        The terms of the Leucadia voting agreement obligate the Leucadia Shareholders to (1) appear at the special meeting, including any adjournment, and to cause the shares of AmeriCredit common stock subject to the Leucadia voting agreement to be counted as present for purposes of calculating a quorum, and (2) vote all of the shares of AmeriCredit common stock subject to the Leucadia voting agreement in favor of the adoption of the merger agreement, against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of AmeriCredit contained in the merger agreement, to the extent any such breach would result in a failure of conditions to the consummation of the merger set forth in Sections 6.1 and 6.3 of the merger agreement to be satisfied and against any action, agreement or transaction that would impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the merger or the other transactions contemplated by the merger agreement, except that the Leucadia Shareholders are not required to vote in favor of the merger at the special meeting if, and only if, (1) the Board (or the Special Committee) effects a "change in board recommendation" because of a "superior proposal" (as described under "The Merger Agreement—No Solicitations; Changes in Recommendations"), and (2) the special meeting occurs as contemplated by the merger agreement for the purpose of voting on the merger. The Leucadia Shareholders have agreed that they will not transfer any of the AmeriCredit common stock subject to the Leucadia voting agreement and will comply with the non-solicitation provisions of the merger agreement described under "The Merger Agreement—No Solicitations; Changes in Recommendations"). The Leucadia Shareholders have waived and have agreed not to exercise any rights of dissent and appraisal under the TBOC.

        In addition, in connection with the transactions contemplated by the merger agreement, contemporaneously with the execution and delivery of the merger agreement, each of the Fairholme Shareholders entered into the Fairholme voting agreement, under which each such shareholder agreed to vote as shareholders in favor of the merger pursuant to the terms and conditions of the Fairholme voting agreement. As of the record date, the shareholders subject to the Fairholme voting agreement owned in the aggregate approximately        % of the voting power of the AmeriCredit common stock.

        The terms of the Fairholme voting agreement are similar to the terms of the Leucadia voting agreement, except that unlike the Leucadia voting agreement: (1) the Fairholme Shareholders are required to vote all of the shares of AmeriCredit common stock subject to the Fairholme voting agreement in favor of the merger at the special meeting notwithstanding a change in board recommendation, (2) the restrictions on transfer of the shares of AmeriCredit common stock subject to the Fairholme voting agreement expire as of the record date established by the Board for determining which holders of AmeriCredit common stock are entitled to vote on the merger, and (3) any transfer of the AmeriCredit common stock subject to the Fairholme voting agreement is subject to the obligation of the transferring Fairholme Shareholder to provide two business days advance notice to GM Holdings of any proposed transfer and GM Holdings has the right to buy such shares at a price per share equal to the per share closing price of the AmeriCredit common stock on the business day immediately prior to the date that GM Holdings delivers notice to the transferring Fairholme Shareholder of its election to purchase such shares included in the notice given by the transferring Fairholme Shareholder. In addition, the Fairholme Shareholders also granted GM Holdings an irrevocable proxy to vote the shares of AmeriCredit common stock that are subject to the Fairholme voting agreement.

        As of the record date, the shareholders subject to the Leucadia voting agreement and the Fairholme voting agreement (collectively, the "voting agreements") owned in the aggregate approximately 42.5% of the voting power of the AmeriCredit common stock.

17

Table of Contents

Voting by Proxy

        This proxy statement is being sent to you on behalf of the Board for the purpose of requesting that you allow your shares of our common stock to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of our common stock represented at the meeting by properly executed proxy cards, voted over the telephone or voted over the Internet will be voted in accordance with the instructions indicated on those proxies. If you sign and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Board. The Board recommends a vote FOR adoption and approval of the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies .

        You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must either advise AmeriCredit's Secretary in writing, deliver a proxy dated after the date of the proxy you wish to revoke, or attend the special meeting and vote your shares in person. Attendance at the special meeting will not by itself constitute revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions provided by your broker to change those instructions.

Householding

        Certain AmeriCredit shareholders who share an address are being delivered only one copy of this proxy statement unless AmeriCredit or one of its mailing agents has received contrary instructions.

        Upon the written or oral request of an AmeriCredit shareholder at a shared address to which a single copy of this proxy statement was delivered, AmeriCredit will promptly deliver a separate copy of such document to the requesting AmeriCredit shareholder. Written requests should be made to AmeriCredit Corp., Attention: Investor Relations, 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102 and oral requests may be made by calling Investor Relations of AmeriCredit at (817) 302-7000. In addition, AmeriCredit shareholders who wish to receive a separate copy of AmeriCredit's proxy statements and annual reports in the future should notify AmeriCredit either in writing addressed to the foregoing address or by calling the foregoing telephone number.

        AmeriCredit shareholders sharing an address who are receiving multiple copies of AmeriCredit's notice of Internet availability of proxy materials and/or proxy statements may request delivery of a single copy of such documents by writing AmeriCredit at the address above or calling AmeriCredit at the telephone number above.

Solicitation of Proxies

        This proxy statement is made by AmeriCredit, and AmeriCredit will pay all of the costs of this proxy solicitation. In addition to soliciting proxies by mail, directors, officers and employees of AmeriCredit may solicit proxies personally and by telephone, e-mail or otherwise. None of these persons will receive additional or special compensation for soliciting proxies. AmeriCredit will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

        AmeriCredit has engaged Morrow & Co., LLC to assist in the solicitation of proxies for the special meeting and will pay Morrow & Co., LLC a fee of approximately $                        , plus reimbursement of out-of-pocket expenses. The address of Morrow & Co., LLC is 470 West Avenue, Stamford, CT 06902. You can call Morrow & Co., LLC at (203) 658-9400.

18

Table of Contents

THE MERGER

        The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully.

         For purposes of both the sections of this proxy statement entitled "Background of the Merger" and "Reasons for the Merger," unless otherwise expressly set forth, the term "General Motors" will be deemed to include General Motors Company and General Motors Holdings LLC .

Background of the Merger

        In September 2009, AmeriCredit began a program with General Motors, which AmeriCredit refers to as its subvention program. Under this program, General Motors provides its customers access to discounted financing on select new General Motors models by paying AmeriCredit cash in order to offer lower interest rates on the retail installment sales contracts AmeriCredit purchases from General Motors' dealers. Through this program, AmeriCredit established a strategic relationship with General Motors that served our goal of increasing loan originations from General Motors' dealers, and served General Motors' goal of making consumer credit more available to non-prime consumers purchasing vehicles from General Motors dealerships. As of June 2010, AmeriCredit's financings of new General Motors vehicles had grown to represent approximately 15% of its monthly origination volume.

        In light of the increasing importance to AmeriCredit of this business relationship with General Motors, during May 2010 AmeriCredit's senior management decided to seek a meeting with senior General Motors management in order to highlight its lending relationships with General Motors' dealers and to explore the possibility of developing additional lending programs. To that end, AmeriCredit's President and Chief Executive Officer, Daniel E. Berce, and its Executive Vice President and Chief Financial Officer, Chris A. Choate, scheduled a meeting with General Motors in Detroit for June 30, 2010 to meet with Stephen J. Girsky, Vice Chairman, Corporate Strategy and Business Development, of General Motors, and members of his staff to discuss the subvention program. On May 26, 2010, General Motors requested that the meeting scheduled for June 30, 2010 with Messrs. Berce and Choate be advanced. On May 27, 2010, General Motors and AmeriCredit representatives agreed to meet on June 16, 2010. At the time this meeting was rescheduled, neither Mr. Berce nor Mr. Choate was aware of General Motors' interest in acquiring AmeriCredit.

        One of our principal shareholders, Leucadia, beneficially owns approximately 25.1% of outstanding AmeriCredit common stock. Leucadia acquired a substantial portion of its ownership in AmeriCredit in March 2008, and entered into a standstill agreement with AmeriCredit at that time. The standstill agreement, among other things, entitled Leucadia to designate two nominees for election to the Board and restricted Leucadia's ability to transfer shares of AmeriCredit common stock owned by Leucadia under certain circumstances. The standstill agreement expired on March 3, 2010. Ian Cumming is the Chairman of the Board of Directors of Leucadia. Mr. Cumming is also a member of the Board, having been designated to the Board by Leucadia as one of its representatives pursuant to its rights under the standstill agreement.

        In his capacity as Chairman of the Board of Directors of Leucadia, and in connection with the expiration of Leucadia's standstill agreement, Mr. Cumming had been exploring the sale of Leucadia's share ownership of AmeriCredit common stock. Subsequently, Mr. Cumming instructed Justin R. Wheeler, the other representative of Leucadia who serves on the Board, to reach out to Mr. Girsky. Mr. Wheeler spoke with Mr. Girsky by telephone on May 26, 2010 to inquire about General Motors' interest in acquiring Leucadia's stake in AmeriCredit, and telephone conversations with Mr. Girsky took place over the next several days. In these conversations, Mr. Girsky and Mr. Wheeler discussed a variety of different structures, and during the course of these conversations, Mr. Girsky brought up the possibility of General Motors acquiring AmeriCredit.

19

Table of Contents

        Mr. Girsky and Mr. Wheeler agreed to have a meeting on June 11, 2010 with representatives from General Motors and Leucadia at General Motors' offices in New York City. Prior to this meeting, Mr. Wheeler informed Mr. Berce of General Motors' possible interest in acquiring Leucadia's ownership of AmeriCredit or possibly even acquiring AmeriCredit. Mr. Berce conveyed all of this information to Clifton H. Morris, Jr., Chairman of the Board. On June 11, 2010, Messrs. Cumming and Wheeler met with representatives of General Motors, including Mr. Girsky, Daniel Ammann, General Motors' Vice President of Finance and Treasurer, and other General Motors representatives in General Motors' offices in New York City. At that meeting, General Motors confirmed some interest in buying Leucadia's shares of AmeriCredit, or possibly all of the outstanding shares of AmeriCredit, and indicated that, within a short time after the meeting with AmeriCredit management scheduled for June 16, 2010, it would come to a decision and clarify its interest.

        On June 16, 2010, Messrs. Berce, Choate and Kyle R. Birch, AmeriCredit's Executive Vice President, Dealer Services, met in Detroit at General Motors' offices with Mr. Girsky, Chris Liddell, General Motors' Vice Chairman and Chief Financial Officer, Mr. Ammann and other representatives of General Motors to discuss the subvention program with the intention of building on its existing loan origination relationship with General Motors' dealers. The meeting entailed a review and discussion of operational matters relating to the conduct of the subvention program and AmeriCredit's capabilities in developing additional lending programs, including the possibility of developing a leasing program. The AmeriCredit executives reviewed with General Motors' participants its history, operational capabilities and financial performance, as well as the competitive environment and the overall market for subprime automobile lending, limiting the discussion to publicly available information. Towards the end of that meeting, Edward E. Whitacre, Jr. joined the meeting and participated in the discussions. At that time, Mr. Whitacre was the Chairman and Chief Executive Officer of General Motors Company.

        After the meeting, Messrs. Berce, Choate, Birch, Girsky, Liddell and Ammann convened in another conference room and discussed General Motors' strategy regarding auto finance solutions for General Motors dealers. In this second meeting, Mr. Berce indicated that he was aware that certain conversations had occurred between Mr. Girsky and Mr. Cumming and inquired whether there was anything to be discussed between General Motors and AmeriCredit relative to those discussions. Mr. Girsky responded that there was no resolution or necessarily any further actions to be taken with respect to the discussions between him and Mr. Cumming. At the conclusion of this second meeting, General Motors indicated that General Motors would get back to AmeriCredit about its auto finance strategies.

        On June 23, 2010, Mr. Berce received a phone call from Mr. Whitacre inquiring whether AmeriCredit was interested in discussing a possible acquisition of AmeriCredit by General Motors. Mr. Berce responded that he believed that AmeriCredit would be receptive to hearing from General Motors regarding its interest but that any decision would have to be made by the Board. Mr. Whitacre suggested that Mr. Berce work directly with Mr. Girsky to further any discussions. Mr. Berce then advised Mr. Morris of Mr. Whitacre's call concerning the interest of General Motors in possibly acquiring AmeriCredit. Mr. Girsky also contacted Mr. Cumming regarding General Motors' interest in AmeriCredit and Mr. Cumming reiterated Leucadia's interest in selling its stake in AmeriCredit. Mr. Cumming set up a meeting in New York City with General Motors.

        On June 25, 2010, Messrs. Berce and Cumming met with Messrs. Girsky and Ammann in New York City. At this meeting, General Motors reiterated its interest in a possible acquisition of AmeriCredit by General Motors. Mr. Berce informed Messrs. Girsky and Ammann that he was there to gather facts regarding General Motors' interest in possibly acquiring AmeriCredit, but that he was not authorized to express any interest of the Board with respect to the terms of any proposal. Mr. Berce indicated he would communicate what he learned in the meeting to Mr. Morris and the Board. Broad parameters of a possible transaction were discussed. At this meeting, Mr. Cumming, in his capacity as Chairman of the Board of Directors of Leucadia, also indicated that Leucadia would be interested in selling its ownership stake in AmeriCredit for $26 per share. Messrs. Girsky and Ammann indicated that General Motors' price

20

Table of Contents

parameters were lower. Messrs. Girsky and Ammann further indicated that General Motors had prepared only a preliminary valuation of AmeriCredit, using public information, and indicated an interest in receiving additional information to allow General Motors to further evaluate its potential interest. Following the meeting, Mr. Berce informed Mr. Morris of the nature of the discussions.

        Between June 25 and 29, 2010, Mr. Morris had a series of telephone conversations with AmeriCredit's other directors. Mr. Morris informed each director of the nature of General Motors' interest and the preliminary status of the discussions to date. Mr. Morris received the informal approval of each of the Board members to continue to explore General Motors' interest in an acquisition of AmeriCredit. Mr. Morris told the directors he would keep them informed of any ongoing discussions and that the Board would meet to discuss General Motors' interest when more information was obtained.

        On Saturday, June 26, 2010, GM Holdings entered into a confidentiality agreement with AmeriCredit. That weekend, AmeriCredit provided to General Motors certain non-public financial information. Mr. Morris had telephone conversations with each of Messrs. Girsky and Whitacre on June 27 and 28, 2010, regarding General Motors' interest in possibly acquiring AmeriCredit.

        On June 28, 2010, Mr. Berce was invited to attend a meeting with General Motors officials in Detroit to further discuss operational matters relating to AmeriCredit's loan origination capability, other potential business relationships with General Motors, and the preliminary due diligence information that had been provided. On June 30, 2010, Messrs. Berce, Choate, Birch and Steven P. Bowman, AmeriCredit's Executive Vice President and Chief Credit and Risk Officer, met in Detroit with Messrs. Girsky and Ammann and other representatives from General Motors, including General Motors' legal and financial advisors.

        During that meeting, Mr. Girsky indicated to Mr. Berce that Messrs. Whitacre and Girsky wished to speak privately with Mr. Berce. In that separate meeting, Messrs. Whitacre and Girsky discussed with Mr. Berce the advantages of General Motors' ownership of AmeriCredit. Mr. Whitacre directed Mr. Girsky to attempt to negotiate a transaction to purchase AmeriCredit and left the meeting. After further discussion, Mr. Girsky suggested a purchase price of $23 per share. Mr. Berce responded that he did not believe that the Board would accept a purchase price of $23 per share, but he said he would convey General Motors' interest to Mr. Morris, who from that point forward would be General Motors' contact point for any offers or negotiations. Mr. Berce promptly informed Mr. Morris of these conversations with Messrs. Girsky and Whitacre.

        On July 1, 2010, Mr. Morris updated the members of the Board on these developments. The members of the Board advised Mr. Morris that they were not supportive of an acquisition of AmeriCredit for $23 per share. Mr. Morris conveyed this information to Mr. Girsky on July 1, 2010. On July 2, 2010, Mr. Girsky called Mr. Morris and indicated that General Motors would be willing to consider a price of $24 per share for the acquisition of AmeriCredit, subject to confirmatory due diligence, the satisfactory settlement of AmeriCredit's convertible note hedges ("Note Hedges") and the agreement of Leucadia and Fairholme, another principal shareholder of AmeriCredit, to vote in favor of the transaction.

        Over the weekend of July 3 to 5, 2010, there were a number of discussions between Messrs. Berce and Morris and the other members of the Board. Each of AmeriCredit's directors supported continued discussions with General Motors and asked that Mr. Morris request a written indication of interest in a range of $24 to $25 per share that could be provided to the Board for its full consideration. Mr. Morris also contacted representatives of Fairholme to gauge Fairholme's level of support for a transaction with General Motors in light of the voting agreement requested by General Motors. There was support from Fairholme for AmeriCredit to continue its discussions with General Motors.

21

Table of Contents

        On July 6, 2010, Messrs. Morris and Girsky had further telephone conversations regarding the parameters of a possible transaction. Mr. Morris and Mr. Girsky discussed a new purchase price of $24.50 per share, which Mr. Girsky stated that General Motors would take under consideration. Later that day, Mr. Girsky informed Mr. Morris that General Motors would propose $24.50 per share, subject to approval by General Motors' board of directors, and Mr. Morris said that he would take General Motors' proposal of $24.50 per share to the Board for its full consideration, but asked that General Motors submit its formal proposal in writing.

        On July 7, 2010, Mr. Whitacre sent Mr. Berce a written non-binding indication of interest for General Motors to acquire AmeriCredit for $24.50 per share. The non-binding indication of interest also included a requirement that Leucadia and Fairholme agree to vote their respective shares of AmeriCredit common stock in support of General Motors' proposal. The offer was further subject to negotiation of a definitive agreement, General Motors' confirmatory due diligence and the satisfactory settlement of the Note Hedges. During this time, AmeriCredit continued to provide General Motors with information regarding its business under its confidentiality agreement with General Motors.

        After receipt of General Motors' non-binding indication of interest, a meeting of the Board, with AmeriCredit's legal advisors from the law firm of Hunton & Williams LLP ("Hunton & Williams"), was held on July 8, 2010. At this meeting, Messrs. Berce and Morris gave the Board a detailed history of the events concerning General Motors' offer leading up to this Board meeting. At this meeting, the Board authorized senior management to continue to engage in discussions with General Motors regarding a potential sale of AmeriCredit to General Motors.

        Also at this meeting, the Board authorized the continued engagement of Hunton & Williams as legal counsel to the Board and the engagement of J. P. Morgan as financial advisor to the Board. In selecting J. P. Morgan, the Board considered its knowledge of the Company and its operations due to J. P. Morgan's participation as a lender in AmeriCredit's warehouse credit facilities since 1996, as an underwriter for its asset-backed securities transactions since the late 1990s and its role as an advisor in connection with the Company's strategic planning in March 2010. The Board also considered that J. P. Morgan was one of two counterparties to the Note Hedges as well as published reports of the potential retention by General Motors Company of J. P. Morgan to act as a representative of the several underwriters of General Motors Company's possible initial public offering. The Board also considered that J. P. Morgan had advised the Board that the J. P. Morgan deal team advising AmeriCredit would not include bankers that work with General Motors and, in accordance with J. P. Morgan's internal legal and compliance policies, an "information barrier" would be imposed between those bankers working on this matter and those bankers working with General Motors. J. P. Morgan also advised members of AmeriCredit's senior management that J. P. Morgan's internal compliance personnel had reviewed the potential conflict and had approved the engagement. Also important to this determination by the Board was, among other things, the fact that the Board decided that the special committee, discussed below, would retain a separate independent financial advisor to assist the special committee in connection with its evaluation of the possible transaction and that the Board would not approve an acquisition of AmeriCredit by General Motors without the prior favorable recommendation of the special committee and the delivery of a fairness opinion to the special committee from its independent financial advisor. In light of J. P. Morgan's prior involvement with AmeriCredit and its extensive knowledge of AmeriCredit and its industry, the Board concluded that J. P. Morgan should be retained to serve as the Board's financial advisor. At this meeting, Hunton & Williams made a presentation to the Board regarding the Board's fiduciary duties in considering General Motors' proposal.

        At this meeting, the Board also discussed Leucadia's desire to sell its AmeriCredit stock and General Motors' request that Leucadia and Fairholme, who in the aggregate owned approximately 42.5% of the voting power of the AmeriCredit common stock, enter into agreements to vote their shares in favor of any definitive transaction. The Board considered that Leucadia and Fairholme would receive the same form of consideration as other shareholders and that their interests would be generally aligned with other

22

Table of Contents

shareholders in seeking the best price. In view of their large shareholdings and any potential differing interests of Leucadia and Fairholme from other AmeriCredit shareholders, however, and to provide an independent review and assessment of General Motors' proposal, the Board determined that it was in the best interests of AmeriCredit and those shareholders not affiliated with Leucadia and Fairholme that a special committee of the Board (the "Special Committee") be formed to consider the transaction on behalf of those shareholders. Following deliberation and consideration, the Board formed a special committee comprised of three disinterested, independent non-employee Board members, Kenneth H. Jones, Jr., John R. Clay and A.R. Dike, with Mr. Jones being selected as the chairman of the Special Committee.

        The Board authorized the Special Committee to engage independent legal and financial advisors and to (1) investigate, consider, review and assess the potential transaction; (2) consider the potential transaction in light of AmeriCredit's long-term strategy and its other potential strategic alternatives, including, without limitation, by soliciting other transactions with third parties, provided the Board would be first notified and consulted prior to any such solicitation; (3) participate in the negotiations with any parties regarding the potential transaction or other proposals; (4) review, comment on and participate in the drafting of any definitive agreement, public filings and other documents regarding the potential transaction or other proposals; (5) report to the Board periodically on the Special Committee's activities; (6) report to the Board the Special Committee's recommendations and conclusions with respect to the potential transaction or other proposals; (7) make a recommendation to those shareholders not affiliated with Leucadia and Fairholme regarding a definitive transaction resulting from the potential transaction; and (8) take any and all such other action as the Special Committee deemed from time to time necessary, appropriate or advisable. The Board also resolved that the Company would not enter into, and the Board would not approve or recommend, any transaction with General Motors without the prior, favorable recommendation of the Special Committee.

        On July 8, 2010, AmeriCredit received the initial draft of the merger agreement from General Motors. General Motors and its advisors, and AmeriCredit and its advisors, had an initial call regarding timing and due diligence related to the potential transaction.

        On July 9, 2010, the Special Committee met and engaged Akin Gump Strauss Hauer & Feld LLP ("Akin Gump") as legal counsel to the Special Committee and Credit Suisse as financial advisor to the Special Committee. The Special Committee discussed the authorization given to it by the Board, including its responsibilities to make a separate evaluation of the proposed merger transaction between General Motors and AmeriCredit on behalf of those shareholders not affiliated with Leucadia and Fairholme and to retain separate legal and financial advisors.

        On July 9, 2010, members of AmeriCredit senior management participated in a conference call with representatives of Hunton & Williams and J. P. Morgan. Members of AmeriCredit senior management and its advisors preliminarily determined that it was advisable to solicit expressions of interest from third parties that were believed to be most likely to be interested in, and capable of consummating, a transaction with or acquisition of AmeriCredit, a process commonly known as a "market check." At that July 9, 2010 meeting, representatives of J. P. Morgan reviewed and discussed with members of AmeriCredit senior management the process for AmeriCredit to conduct this market check.

        On July 9, 2010, AmeriCredit received the initial drafts of the shareholder support and voting agreements (the "voting agreements") from General Motors' legal counsel. The voting agreements were forwarded to Leucadia and Fairholme for their respective review.

        On July 10, 2010, the Special Committee held a meeting with its legal advisors, Akin Gump. The Special Committee discussed with Akin Gump, among other matters, whether to conduct a market check and the procedures that would be followed by Credit Suisse and J. P. Morgan in conducting a market check. The Special Committee also reviewed and discussed the effectiveness of the market check procedures and related alternatives, the price offered by General Motors, the history of price volatility in

23

Table of Contents

AmeriCredit's stock, the interests of Leucadia and Fairholme, and General Motors' request to have Leucadia and Fairholme enter into voting agreements to vote their shares in favor of the merger (with the understanding that the affirmative vote of the holders of at least two-thirds of the outstanding AmeriCredit shares would be necessary to approve the merger). The Special Committee determined that it would be desirable to conduct a market check while also continuing discussions with General Motors. At this meeting, Akin Gump advised the members of the Special Committee regarding their fiduciary duties in connection with the General Motors proposal.

        On July 10, 2010, members of AmeriCredit's senior management had a conference call with representatives of Hunton & Williams, J. P. Morgan, Akin Gump and Credit Suisse to further discuss the process for conducting the market check.

        On July 11, 2010, the Special Committee held a meeting with its legal and financial advisors. At this meeting, representatives of Credit Suisse reviewed the proposed market check procedures. After discussions with its advisors, the Special Committee approved the list of potential acquirers to be contacted. The Special Committee instructed Credit Suisse to work with J. P. Morgan to solicit expressions of interest from potential acquirers with the understanding that the timing for completing the definitive merger agreement with General Motors might need to be delayed if a potential acquirer needed additional time to perform diligence before submitting an acquisition proposal. The Special Committee members also discussed the possibility of proposing a "go-shop" provision in the event they determined that a broader "market check" was warranted. A "go-shop" provision would allow AmeriCredit to solicit competing bids for a limited time after the merger agreement was signed and announced.

        On July 11, 2010, the Board held a meeting. Representatives of Hunton & Williams and J. P. Morgan were present and participated in the meeting. At this meeting, senior management presented the Board with information regarding the status of General Motors' confirmatory due diligence review and were provided updates on the due diligence process and the status of the review of the draft merger agreement and voting agreements. Representatives of J. P. Morgan reviewed the General Motors offer with the Board and provided the Board some of their preliminary views on how the General Motors proposal compared to certain market price metrics. There was a discussion that a customary "no shop" provision in the General Motors proposal would prohibit the Company from soliciting competing bids after the merger agreement was signed, although AmeriCredit would be expressly permitted to respond to certain unsolicited acquisition proposals. The Board discussed the benefit of conducting a pre-signing market check and entering into a definitive agreement with a no-shop provision combined with an effective "fiduciary out" that would permit the Company to negotiate with any third parties that submitted unsolicited acquisition proposals after any merger agreement was signed. The Board also discussed, as an alternative, the possibility of forgoing a pre-signing market check, and attempting to negotiate a go-shop provision that would allow AmeriCredit to conduct a post-signing market check.

        With respect to the conduct of a market check, the Board considered the potential disruption to the Company's business, the risks and consequences of an unsuccessful sale process, the greater effectiveness of a pre-signing market check versus a post-signing market check, or "go-shop," and the prospect that General Motors might withdraw its proposal if the Company were to commence a formal sale process. It was determined that, in light of those factors, the Company should conduct a pre-signing market check to determine whether there might be third parties that were interested in acquiring the Company on terms more favorable than General Motors' proposal. Following deliberation and consideration, the Board authorized J. P. Morgan to work with Credit Suisse to solicit expressions of interest from third parties that were believed to be the most likely to be interested in, and capable of consummating, a transaction with the Company. At this meeting, the Board also received an update from the Special Committee on its activities.

        After this board meeting, members of AmeriCredit senior management and representatives of Hunton & Williams and J. P. Morgan discussed the initial draft of the merger agreement received from

24

Table of Contents

General Motors. The primary issues discussed were certain "deal protection" provisions, which included a termination fee, a ten-business day right of General Motors to match competing offers and a provision requiring AmeriCredit to hold a shareholder meeting to vote on the merger in certain circumstances, a number of the conditions to closing, an extended period between signing and the end date to close the transaction (proposed by General Motors to be March 31, 2011), and the restrictions on AmeriCredit's activities between the time the merger agreement was signed and the time the transaction closed.

        On the morning of July 12, 2010, in accordance with the Board's and the Special Committee's directives, representatives of J. P. Morgan and Credit Suisse began the market check process. Senior executives at six companies were contacted (Companies A, B, C, D, E and F), which companies were believed to be among the most likely third parties interested in, and capable of, entering into and consummating a transaction with AmeriCredit. Each company was told the identity of AmeriCredit and was offered the opportunity to execute a confidentiality agreement and to gain access to an electronic data room containing non-public information concerning AmeriCredit. The companies were asked to give an indication of whether they were interested in pursuing discussions with AmeriCredit.

        On the evening of July 12, 2010, representatives of J. P. Morgan and Credit Suisse gave senior management and representatives of Hunton & Williams and Akin Gump an update on the status of the market check process. Companies A, B and C had indicated that they had no interest in pursuing a transaction with AmeriCredit. Company D had not determined whether it would execute a confidentiality agreement. Company E indicated that it had some interest and sent proposed changes to the form of confidentiality agreement. Company F indicated that it had some interest, but that it would review only publicly available information at that time and, therefore, declined to execute a confidentiality agreement at that time.

        Throughout the day on July 12 and 13, 2010, due diligence sessions were held with members of AmeriCredit senior management and representatives of General Motors, its financial advisors, and its legal counsel at the offices of General Motors' legal counsel, Andrews Kurth LLP, in Dallas, Texas. These sessions covered substantially all aspects of AmeriCredit's business. Representatives of Hunton & Williams, J. P. Morgan and Credit Suisse were present at the diligence sessions.

        On July 13, 2010, Hunton & Williams distributed comments to the drafts of the merger agreement and the voting agreements to General Motors' legal counsel.

        On July 13, 2010, Company D indicated that it did not have an interest in pursuing a transaction with AmeriCredit. After executing a confidentiality agreement, Company E did not request access to the data room and subsequently indicated on July 13, 2010 that it had no interest in pursuing a transaction with AmeriCredit.

        On July 13, 2010, General Motors informed AmeriCredit that General Motors wanted members of AmeriCredit senior management to remain with AmeriCredit and agree to terms of post-closing employment. It was determined by Messrs. Berce and Choate that senior management should retain separate counsel with respect to negotiating these arrangements. On July 15, 2010, senior management engaged Haynes & Boone LLP to represent them with respect to these matters.

        On July 14, 2010, representatives of Hunton & Williams and Akin Gump and members of senior management met at the offices of General Motors' legal counsel to discuss key issues in the merger agreement. Among the primary issues discussed were deal protection mechanisms, including the size and nature of the termination fee, the scope and nature of the provisions allowing the Board to terminate the merger agreement or change or modify its recommendation to AmeriCredit's shareholders based on the exercise of its fiduciary duties, the circumstances under which a shareholder meeting would be required, the rights requested by General Motors to match any superior proposal that might be received by AmeriCredit, and the terms and conditions of the voting agreements and when they could be terminated,

25

Table of Contents

as well as the conditions to closing the transaction, regulatory and timing issues and the settlement of the Note Hedges.

        On July 14, 2010, Mr. Girsky telephoned Mr. Morris to indicate that, as a result of economic and other issues related to the negotiation of the merger agreement, General Motors might consider reducing its offer. Mr. Morris informed Mr. Girsky that it was his opinion that the Board would not consider a lower price at that time.

        On July 15, 2010, representatives of Hunton & Williams and Akin Gump and members of senior management had further discussions with General Motors and its counsel regarding the terms of the merger agreement.

        On July 15, 2010, the Special Committee held a meeting with its legal and financial advisors. At this meeting, AmeriCredit's senior management provided the Special Committee with updates on: (1) the due diligence process; (2) the status of negotiations between General Motors and representatives of Leucadia and Fairholme pertaining to the voting agreements; and (3) key business issues that were outstanding in connection with the merger negotiations. Representatives of Akin Gump presented the Special Committee with an overview of certain outstanding documentation issues and deal protection provisions currently being negotiated by General Motors and AmeriCredit, including: (1) the termination fee and the circumstances under which it would be paid to General Motors; (2) General Motors' matching rights under the "no-shop" provision; and (3) a shareholder meeting requirement that would, unless a definitive agreement relating to a superior offer was signed by AmeriCredit, require AmeriCredit to submit the merger agreement to its shareholders for a vote. Representatives of Credit Suisse also updated the Special Committee as to the market check, indicating that five of the six potential acquirers had declined to submit a proposal. The Special Committee was advised that Company F had indicated some interest, executed a confidentiality agreement and was provided access to the data room.

        On July 15, 2010, the Board held another meeting. At this meeting, senior management provided the Board with updates on the due diligence process. Representatives of Hunton & Williams presented to the Board an update regarding the negotiations of the merger agreement and the status of the voting agreements, describing points of disagreement and continuing negotiation between the parties. The Board was also counseled by Hunton & William on its fiduciary duties in relation to a transaction of this type. Representatives of J. P. Morgan updated the Board on the status of the market check process. Companies A, B, C, D and E had all indicated that they had no interest in pursuing a transaction with AmeriCredit. Company F indicated that it had some interest and that it had engaged a financial advisor to assist it. Company F had executed a confidentiality agreement on July 15, 2010 and was given access to the data room. The Special Committee provided the Board with an update on its activities.

        After the July 15, 2010 board meeting and having received input and direction from the Board, representatives of Hunton & Williams informed General Motors and its counsel that significant open issues remained in the merger agreement and the voting agreements, including issues related to the deal protection provisions (including the size and nature of the termination fee and circumstances in which it was payable and the Board's ability or inability to terminate the merger agreement following receipt of a superior offer but prior to the signing of a definitive agreement relating to a superior proposal), the duration of General Motors' ability to match competing offers, the shareholder meeting requirements, and circumstances under which the voting agreements would terminate in the event of a superior offer or a change in the Board's recommendation. Hunton & Williams also presented the Board's proposals for resolving the open issues.

        On July 15, 2010, the financial advisor to Company F called J. P. Morgan and Credit Suisse to express Company F's potential interest in exploring a combination of Company F's auto finance business with AmeriCredit. The transaction outlined was a recapitalization transaction that would have involved AmeriCredit shareholders receiving a combination of cash and a minority interest in the combined entity. The proposal from Company F provided that the cash to be received by our shareholders would be borrowed from Company F by the combined entity.

26

Table of Contents

        After discussions and negotiations on July 15, 2010, legal counsel for General Motors met with legal counsel for AmeriCredit to discuss open issues and points of disagreement. After this meeting the parties suspended discussions of the merger agreement. Representatives of General Motors departed Dallas, and no further negotiation of the merger agreement took place on July 15 or July 16, 2010.

        On July 16, 2010, representatives from J.P. Morgan and Credit Suisse had a conference call with the financial advisor to Company F to further clarify Company F's potential interest in exploring a transaction and to determine what level of flexibility Company F had regarding the suggested structure.

        On July 16, 2010, in accordance with the Special Committee's directives, another prospective purchaser, Company G, was contacted by Credit Suisse and Company G indicated that it had no interest in submitting a proposal.

        On July 17, 2010, representatives of Hunton & Williams and Akin Gump and members of AmeriCredit senior management had a call with General Motors and its counsel to discuss the merger agreement and to negotiate certain other issues related to the potential transaction. Later that day, General Motors presented a revised proposal with significantly lessened deal protections for General Motors and a reduced termination fee, and offered to AmeriCredit, among other changes, a termination right for superior proposals even if AmeriCredit could not sign a definitive agreement relating to a superior proposal.

        On July 17, 2010, the Special Committee held a meeting with its legal and financial advisors. The Special Committee received an update from AmeriCredit's senior management on open business issues, and from Akin Gump on open legal issues. Credit Suisse discussed, among other things, certain financial aspects of the proposed transaction with General Motors, current and historical prices of AmeriCredit's common stock, AmeriCredit's financial projections prepared by AmeriCredit management, and the status of the market check. At this meeting, representatives of Akin Gump discussed the Special Committee's fiduciary duties.

        On July 17, 2010, the Board held a meeting. At this meeting, representatives of Hunton & Williams provided the Board with an update on the due diligence process and the status of negotiations and points of disagreement. Senior management updated the Board on the status of open issues. The Board also received an update from the Special Committee regarding its activities.

        At this July 17, 2010 Board meeting, representatives of J. P. Morgan updated the Board with a review of the discussions with the financial advisor to Company F, and the potential transaction outlined by Company F's financial advisor, which the Board reviewed and, after discussions with the Board's legal and financial advisors, believed was inferior to General Motors' current offer. Representatives of J. P. Morgan also informed the Board that the financial advisor to Company F had indicated that Company F would be unwilling to make an all-cash offer for AmeriCredit at a price in excess of the current trading price for AmeriCredit's common stock. By comparison, General Motors' proposal offered a premium over the current trading price of AmeriCredit's common stock. Representatives of J.P. Morgan reviewed and discussed with the Board certain financial analyses related to General Motors' current proposal, including the pricing of AmeriCredit's common stock (based on current and historical pricing); AmeriCredit's financial projections; the various valuation methodologies utilized by J.P. Morgan; and a review and summary of the status of the market check.

        On July 18, 2010, representatives of Hunton & Williams and Akin Gump and senior management had a call with General Motors and its counsel to further discuss the merger agreement and other issues related to the potential transaction. General Motors presented a comprehensive proposal on the open business issues and deal protection provisions and reached a preliminary understanding with AmeriCredit on remaining open points, subject to discussion with and approval of the Special Committee and the Board. Executive employment discussions for purposes of retaining senior management were progressing although not finalized. During these negotiations, General Motors indicated that satisfactory settlement of

27

Table of Contents

the Note Hedges must be a closing condition or, alternatively, General Motors would agree to remove this condition if AmeriCredit would reduce the purchase price by $0.50 per share.

        After having initially received comments on the initial drafts of the voting agreements from Hunton & Williams on July 13, 2010, consisting of collective comments from Hunton & Williams and counsel for Fairholme and Leucadia, General Motors and its counsel, Andrews Kurth, negotiated the voting agreements separately with Leucadia and Fairholme and their respective counsel concurrently with the negotiation of the merger agreement.

        On July 19, 2010, the Board held a meeting. At this meeting, representatives of Hunton & Williams provided the Board an update on the status of the negotiations of the merger agreement and voting agreements. It was noted that significant progress had been made on the merger agreement and, subject to the approval of the Board and the Special Committee, General Motors had proposed satisfactory resolution of differences regarding deal protection provisions and other issues. However, important issues remained to be discussed and resolved regarding General Motors' position that its obligation to consummate the merger would be subject to the pre-closing settlement of the Note Hedges for fair market value and regarding post-closing employment arrangements of senior management.

        Specifically, Mr. Berce reported the position of General Motors that its obligation to consummate the merger would be subject to the pre-closing settlement of the Note Hedges for fair market value as requested in General Motors' initial letter of indicative interest or that the purchase price to be paid in the merger would be reduced by $0.50 per share. The Board discussed the fact that settlement of the Note Hedges in the manner required by General Motors was different than that required by the contracts governing the Note Hedges and was not within the control of AmeriCredit and would require the willingness and cooperation of the two counterparties to the Note Hedges.

        Accordingly, the Board discussed that settlement of the Note Hedges would add a degree of uncertainty as to whether the merger would be completed. Mr.Berce reported that the Company had unsuccessfully sought to remove this closing condition. Mr. Morris asked the other directors if a purchase price reduction should be considered as an alternative to accepting this closing condition. After consideration, the Board concluded that accepting the Note Hedges closing condition was a more favorable alternative to shareholders than a reduction in the purchase price of the AmeriCredit shares. The Board determined that Hunton & Williams should continue to negotiate the merger agreement and that Messrs. Morris and Berce should meet with Messrs. Whitacre, Girsky and Ammann of General Motors to address the Note Hedges closing condition and post-closing employment arrangements.

        On July 20, 2010, Messrs. Berce and Morris, along with Douglas K. Higgins, one of AmeriCredit's independent directors and Chairman of the Board's Compensation Committee, met in Detroit with Messrs. Whitacre, Girsky and Ammann. At that meeting, an understanding was reached on settlement of the Note Hedges closing condition and employment of senior management following the closing. To address the degree of uncertainty associated with the Note Hedges closing condition, an understanding was reached that if the Note Hedges closing condition was not fulfilled by September 30, 2010, General Motors would have the right to terminate the merger agreement, but if it failed to terminate by October 4, 2010, the closing condition would be deemed waived. This change shortened the period of uncertainty related to this closing condition. Mr. Morris reported the outcome of this meeting to the members of the Board.

        On July 21, 2010, the Special Committee held a meeting with its legal and financial advisors. At this meeting, AmeriCredit's senior management updated the Special Committee on the terms and conditions of the merger agreement, including the understandings reached at the meeting with General Motors on the previous day. Also at this meeting, Credit Suisse reviewed with the Special Committee its financial analysis of the $24.50 per share consideration and rendered to the Special Committee an oral opinion, confirmed by delivery of a written opinion dated July 21, 2010, to the effect that, as of that date and based on and subject to the matters described in the opinion, the per share consideration to be received in the merger by holders of AmeriCredit common stock (other than holders who entered into voting agreements and their

28

Table of Contents

respective affiliates) was fair, from a financial point of view, to such holders. After discussion, the Special Committee unanimously determined to approve the merger agreement with General Motors and to recommend that the Board and those shareholders not affiliated with Leucadia and Fairholme approve the merger agreement.

        On July 21, 2010, the Board held a meeting. At that meeting, representatives of Hunton & Williams described to the Board the key terms of the proposed merger agreement, noting that the current draft resolved significant issues previously discussed with the Board, including the understanding reached at the meeting with General Motors on the previous day concerning the Note Hedges closing condition. Those representatives explained that the merger agreement would permit the Board to change its recommendation to AmeriCredit shareholders if the Board believed that the failure to take such action would be inconsistent with its fiduciary duties and, in the event that the Board changed its recommendation based upon the receipt of a superior proposal, Leucadia would not be required by its voting agreement to vote in favor of the General Motors proposal if AmeriCredit held a shareholder meeting. The Board considered that General Motors' matching rights period had been shortened to five calendar days and the termination fee payable to General Motors had been decreased from $150 million in General Motors' initial proposal to $105 million during the negotiations. In addition, counsel explained that the merger agreement provided greater certainty of closing than its earlier proposals, due, in part, to the elimination or revision of certain closing conditions. Also, at this meeting, representatives of J. P. Morgan reviewed with the Board its financial analysis of the Company and the proposed merger and rendered to the Board its oral opinion (which was subsequently confirmed in writing by delivery of J. P. Morgan's written opinion, dated July 22, 2010) with respect to the fairness from a financial point of view of the per share merger consideration to be received by the holders of shares of AmeriCredit common stock in the proposed merger pursuant to the merger agreement. The Special Committee recommended to the Board that the Board approve the merger agreement. Following this discussion, the Board unanimously determined to approve the merger agreement with GM Holdings and to recommend that the AmeriCredit shareholders adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement.

        The merger agreement and the voting agreements were signed on July 21, 2010. At this time, members of AmeriCredit's senior management team entered into binding term sheets that provided for their post-closing employment. AmeriCredit and General Motors issued a joint press release announcing the signing of the merger agreement on July 22, 2010.

Reasons for the Merger

        The Board and the Special Committee believe that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of AmeriCredit and its shareholders. Accordingly, the Board, acting upon the unanimous recommendation of the Special Committee, has approved the merger agreement and the transactions contemplated thereby, and the Board and the Special Committee unanimously recommend that the AmeriCredit shareholders vote "FOR" adoption and approval of the merger agreement and the merger.

        As described above under "—Background of the Merger," in evaluating the merger agreement and the transactions contemplated thereby, the Board and the Special Committee consulted with AmeriCredit's management and the Board's and the Special Committee's legal and financial advisors and, in reaching the decisions to support the merger, the Board and the Special Committee discussed and considered a variety of factors weighing positively in favor of the merger, including, but not limited to, the following:

•

the current and historical market prices of AmeriCredit's common stock and the fact that the cash consideration of $24.50 for each share of AmeriCredit common stock represented an approximate 24.4% premium over the closing price of the AmeriCredit common stock on July 21, 2010;

29

Table of Contents

•

the fact that AmeriCredit's stock traded below $3.50 as recently as March 2009;



•

AmeriCredit's business, financial performance, competitive position and prospects, as well as the risks associated with achieving those prospects, are dependent on many factors that are beyond its control, including the condition of the general economy, the state of the capital markets, which includes the breadth and depth of demand for subordinated bonds in securitization transactions, and the level of consumer demand for vehicle purchases and related subprime financing products;



•

the potential value of other strategic alternatives, including the alternative of remaining an independent public company, considering, in particular, the many business risks associated with remaining independent;



•

the risk of another severe disruption to the financial services industry and to AmeriCredit's business similar to the capital markets crisis of 2008 and early 2009, which forced several of AmeriCredit's former competitors to cease origination activities, liquidate or be acquired at discounted prices, and forced AmeriCredit to severely cut back on its origination levels and dramatically shrink its business in order to preserve capital and liquidity;



•

the fact that the General Motors subvention program constituted 15% of AmeriCredit's recent originations volume, and that AmeriCredit could lose a significant portion of that business if General Motors partnered with or acquired another company engaged in providing auto financing or another financing source instead of AmeriCredit, or if General Motors pursued some other strategy for auto finance;



•

regulatory reforms at the federal level have introduced legal compliance uncertainties that may adversely affect AmeriCredit's business in the future, such as provisions in the Dodd-Frank Act that add new regulations and regulators that may impact its business and have the potential to adversely impact its access to the capital markets and proposals of the Securities and Exchange Commission to change Regulation AB that have the potential to adversely impact its access to the asset-backed securities capital markets or lessen the effectiveness of the Company's financing programs;



•

the fact that the merger consideration is all cash, so that the transaction will allow AmeriCredit's shareholders to immediately realize cash for their investment and will provide such shareholders certainty of value for their shares;



•

the fact that the merger agreement and General Motors' implied valuation establish a base line for any competing bids by other potential acquirors of AmeriCredit going forward;



•

the belief that the terms of the merger agreement, taken as a whole, provide a significant degree of assurance that the merger will be completed, including the facts that (1) the conditions required to be satisfied prior to completion of the merger, such as the receipt of antitrust clearance, are expected to be fulfilled, (2) there are limited other conditions to be met, (3) the merger agreement does not contain a financing contingency and (4) the Note Hedges closing condition, while adding a degree of uncertainty that the merger will be completed, is mitigated in part by the September 30, 2010 deadline for meeting or waiving this condition;



•

the belief that the overall terms of the merger agreement, including the parties' representations, warranties and covenants and the conditions to their respective obligations, are reasonable;



•

the market check conducted by AmeriCredit, with the assistance of J. P. Morgan and Credit Suisse, which involved contacting seven of the parties believed to be the most likely potential buyers of the Company, executing two confidentiality agreements and receiving only one expression of interest to acquire the Company, which was at a value the Board and Special Committee determined was substantially below General Motors' proposal;

30

Table of Contents

•

the provisions of the merger agreement that allow the Board and the Special Committee to change their recommendation that AmeriCredit's shareholders vote in favor of the merger agreement under certain limited circumstances, if the failure to change their recommendation would be inconsistent with its fiduciary duties under applicable law;



•

the terms of the merger agreement that permit us, under certain circumstances, and subject to certain conditions more fully described in the section entitled "The Merger Agreement—No Solicitation; Changes in Recommendation" beginning on page 66, to furnish information to and conduct negotiations with a third party in connection with an unsolicited proposal for a business combination or acquisition of AmeriCredit that constitutes or could reasonably be expected to result in a superior proposal (as defined in the merger agreement);



•

provisions of the merger agreement that would allow the Board to terminate the merger agreement if a superior proposal is received but not signed;



•

provisions of the voting agreements that would terminate the voting agreements entered into with Leucadia and Fairholme, our two largest shareholders, if there is a termination of the merger agreement;



•

the possibility that one or more of our large shareholders might seek to sell their shares into the market, and that the price of our common stock might decline in the future as a result of any such sales or any perceived "overhang" related to possible sales of common stock;



•

the fact that the merger is subject to a favorable vote by holders of a substantial percentage of the shares held by those shareholders not affiliated with Leucadia and Fairholme because a vote of holders of at least two-thirds of AmeriCredit's common stock is required under our charter and Texas law to approve the merger, and accordingly, the approval of the merger is not assured by the voting agreements;



•

the fact that the Leucadia voting agreement, which relates to approximately    % of the voting power of AmeriCredit's outstanding common stock, provides that Leucadia is not required to vote in favor of the merger in the event that the Board or the Special Committee withdraws or modifies its recommendation of the merger to AmeriCredit shareholders, under circumstances permitted by the merger agreement, based upon AmeriCredit's receipt of a superior proposal and AmeriCredit holds the special meeting as contemplated by the merger agreement, and accordingly, the approval of the merger is even less assured by the voting agreements in these circumstances;



•

that shareholders who do not vote in favor of the approval of the merger agreement will have the right to dissent and seek appraisal of the fair value of their shares under Texas law;



•

the financial presentation and opinion delivered by J. P. Morgan that, as of the date of its opinion and subject to various assumptions, matters considered and limitations described in its opinion, the merger consideration of $24.50 in cash per share to be received by the holders of the shares of AmeriCredit common stock in the merger was fair, from a financial point of view, to such holders (see "The Merger—Opinions of Financial Advisors—Opinion of J.P. Morgan Securities Inc." beginning on page 33 and Annex B to this proxy statement); and



•

the financial presentation and opinion, dated July 21, 2010, delivered by Credit Suisse to the Special Committee as to the fairness, from a financial point of view and as of the date of its opinion, of the $24.50 per share consideration to be received in the merger by holders of AmeriCredit common stock (other than the holders who entered into voting agreements and their respective affiliates) (see "The Merger—Opinions of Financial Advisors—Opinion of Credit Suisse Securities (USA) LLC" beginning on page 38 and Annex C to this proxy statement).

31

Table of Contents

        In addition to these factors, the Board and the Special Committee also considered the potential adverse impact of other factors weighing negatively against the merger, including, without limitation, the following:

•

the belief that, as a standalone entity, AmeriCredit has the potential to increase origination levels and profitability, and thus increase shareholder value, if market conditions and other risk factors beyond our control allow us to grow, but that as a result of the consummation of the merger, AmeriCredit's shareholders will not participate in any such increase in profitability, if it occurred;



•

the fact that AmeriCredit's stock has traded above the merger consideration within the last six months;



•

the risk that the merger may not be completed and the potential adverse consequences to AmeriCredit if the merger is not completed, including the potential loss of customers, suppliers and employees, reduction of value offered by others to AmeriCredit in a future business combination and erosion of customer, supplier and employee confidence in AmeriCredit;



•

the fact that during the pre-closing period limitations are imposed by the merger agreement on the conduct of AmeriCredit's business, other than in the ordinary course of business consistent with past practices;



•

the fact that the merger agreement limits on our ability to solicit and respond to competing proposals;



•

the fact that the merger agreement contains certain deal protection provisions, including a termination fee, that may deter other potential acquirors from making competing proposals that could be more advantageous to AmeriCredit's shareholders;



•

the fact that litigation in regard to the merger is likely to ensue, which will be expensive and burdensome for AmeriCredit to defend;



•

the fact that the merger, for United States federal income tax purposes, will be a taxable transaction to AmeriCredit's shareholders; and



•

the potential conflicts of interest of AmeriCredit's directors and executive officers, as described in the section entitled "—Interests of Certain Persons in the Merger."

        The foregoing discussion of the factors considered by the Board and the Special Committee is not intended to be exhaustive, but, rather, includes the material factors considered by the Board and the Special Committee. In reaching their decision to declare the merger agreement advisable and that the merger is in the best interests of AmeriCredit and AmeriCredit's shareholders, and, in approving the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Board and the Special Committee did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Board and the Special Committee considered all these factors as a whole and overall considered the factors to be favorable to, and to support, their decision to approve the merger agreement.

        For the reasons set forth above, the Board, acting upon the unanimous recommendation of the Special Committee, unanimously declared the merger agreement advisable and determined that the merger is in the best interests of AmeriCredit and its shareholders, unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and unanimously recommended that AmeriCredit's shareholders adopt the merger agreement.

        This explanation of AmeriCredit's reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under "Cautionary Statement Concerning Forward-Looking Information" beginning on page 14.

32

Table of Contents

Opinions of Financial Advisors

        AmeriCredit's Board and the Special Committee each received an opinion from its financial advisor, J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC, respectively, which opinions and related financial analyses are summarized below.

Opinion of J.P. Morgan Securities Inc.

        Pursuant to an engagement letter dated July 8, 2010, the Board of AmeriCredit retained J.P. Morgan as its financial advisor in connection with the merger.

        At a meeting of the Board on July 21, 2010, J.P. Morgan rendered its oral opinion, subsequently confirmed in writing on July 22, 2010, to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid to the holders of AmeriCredit's common stock in the merger was fair, from a financial point of view, to such shareholders. No limitations were imposed by the Board upon J.P. Morgan with respect to the investigations made or procedures followed by it in rendering its opinion.

        The full text of the written opinion of J.P. Morgan dated July 22, 2010, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The Company's shareholders are urged to read the opinion in its entirety. J.P. Morgan's written opinion is addressed to the Board, is directed only to the consideration to be paid in the merger and does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote at the special meeting of shareholders. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion.

        In arriving at its opinion, J.P. Morgan, among other things:

•

reviewed the merger agreement;



•

reviewed certain publicly available business and financial information concerning the Company and the industries in which it operates;



•

compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration received for such companies;



•

compared the financial and operating performance of the Company with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Company's common stock and certain publicly traded securities of such other companies;



•

reviewed certain internal financial analyses and forecasts prepared by or at the direction of the management of the Company relating to its business; and



•

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

        J.P. Morgan also held discussions with certain members of the management of the Company and GM Holdings with respect to certain aspects of the merger, the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

        J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan, and it did not independently verify (nor does it assume responsibility or liability for independently verifying) any such information or its accuracy or completeness. J.P. Morgan did not

33

Table of Contents

conduct and was not provided any valuation or appraisal of any assets or liabilities of the Company. J.P. Morgan did not conduct any review of the Company's loan credit files nor did J.P. Morgan evaluate the adequacy of the Company's loan loss reserves, the Company's net position with respect to its derivatives portfolio (including the call spread transactions entered into in connection with its issuance of convertible securities in 2006) or the solvency of the Company or GM Holdings under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to it or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will have the tax consequences described in this proxy statement, and in discussions with, and materials furnished to J.P. Morgan by, representatives of the Company, and that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement and this proxy statement. J.P. Morgan has also assumed that the representations and warranties made by the Company and GM Holdings in the merger agreement and by certain shareholders of the Company in the related shareholder voting agreements in each case are and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and has relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents, approvals and agreements necessary for the consummation of the merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the merger.

        In performing its analysis of the Company, J.P. Morgan relied upon a financial forecast prepared by the management of the Company for the period 2010 to 2017, plus a three-year extension assuming a steady-state environment based on steady-state operating assumptions. The financial forecast for the period 2010 to 2020 was reviewed and approved by the management of the Company.

        The projections furnished to J.P. Morgan for the Company were prepared by the management of the Company. The Company does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan's analysis of the merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the Company, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections.

        J.P. Morgan's opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of its opinion. Subsequent developments may affect J.P. Morgan's opinion, and J.P. Morgan does not have any obligation to update, revise or reaffirm its opinion. J.P. Morgan's opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of the Company's common stock in the merger, and J.P. Morgan has expressed no opinion as to the fairness of the merger to, or any consideration to be paid to, the holders of any class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the merger. J.P. Morgan has expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the merger, or any class of such persons relative to the consideration to be paid to the holders of the Company's common stock in the merger or with respect to the fairness of any such compensation.

        In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with providing its opinion. Some of the summaries of financial analyses are presented in tabular format. In order to understand the financial analyses used by J.P. Morgan more fully, you should read the tables together with the text of each summary. The tables alone do not

34

Table of Contents

constitute a complete description of J.P. Morgan's financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by J.P. Morgan.

        Public Trading Multiples.     Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan believed to be analogous to the Company's business. These companies were selected, among others reasons, because they are publicly traded financial institutions that participate in auto finance, sub-prime finance or general consumer finance. However, none of the companies selected is identical or directly comparable to the Company. Accordingly, J.P. Morgan made judgments and assumptions concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading value of the selected companies.

        In its analysis, J.P. Morgan identified four sets of publicly traded peers:

•

the "Auto Lending Peers" (Credit Acceptance Corporation);



•

the "Payday Lending Peers" (Cash America International, Inc., Dollar Financial Corp., and Advance America, Cash Advance Centers, Inc.);



•

the "Bank Peers" (Wells Fargo & Company, Banco Santander, S.A., and Capital One Financial Corp.); and



•

the "Consumer Lending Peers" (SLM Corporation, Discover Financial Services, Nelnet, Inc., World Acceptance Corporation, and CompuCredit Holdings Corporation).

        In addition, J.P. Morgan included the Company in its analysis.

        For each selected company (including the Company), J.P. Morgan calculated (1) such company's price per share divided by the estimated calendar year 2011 earnings per share ("EPS") as estimated by Wall Street analysts for such company to determine a range of "Price/EPS" multiples and (2) such company's market value of equity divided by the actual book value of equity as of March 31, 2010 to determine a range of "Price/Book" multiples.

        The following table represents the results of this analysis:

35

Table of Contents