SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 18, 2010
AmeriCredit Automobile Receivables Trust 2010-4
(Exact name of registrant as specified in its charter)
AFS SenSub Corp.
(Exact name of depositor as specified in its charter)
AmeriCredit Financial Services, Inc.
(Exact name of sponsor as specified in its charter)
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| Delaware | | 333-146701-10 | | 27-6883316 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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c/o AmeriCredit Financial Services, Inc. Attention: J. Michael May, Esq. 801 Cherry Street, Suite 3500 Fort Worth, Texas | | 76102 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number including area code - (817) 302-7000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
AFS SenSub Corp. (“AFS SenSub”), as depositor, and AmeriCredit Financial Services, Inc. (“AmeriCredit”), as sponsor, have caused a newly formed issuing entity, AmeriCredit Automobile Receivables Trust 2010-4 (the “Issuing Entity”), to issue $182,800,000 Class A-1 0.32522% Asset Backed Notes (the “Class A-1 Notes”), $223,000,000 Class A-2 0.96% Asset Backed Notes (the “Class A-2 Notes”), $90,327,000 Class A-3 1.27% Asset Backed Notes (the “Class A-3 Notes”), $53,846,000 Class B 1.99% Asset Backed Notes (the “Class B Notes”), $66,843,000 Class C 2.76% Asset Backed Notes (the “Class C Notes”), $65,730,000 Class D 4.20% Asset Backed Notes (the “Class D Notes”, and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “Publicly Offered Notes”), and $17,454,000 Class E 6.40% Asset Backed Notes and an Asset Backed Certificate (the “Certificate”), on November 18, 2010 (the “Closing Date”). The Publicly Offered Notes are registered under the Registration Statement. This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Publicly Offered Notes, the forms of which were filed as Exhibits to the Registration Statement.
The Issuing Entity was formed, and the Certificate was issued, pursuant to the Trust Agreement, attached hereto asExhibit 4.2, dated as of October 26, 2010, as amended and restated as of November 2, 2010 (the “Trust Agreement”), between AFS SenSub and Wilmington Trust Company (“WTC”), as Owner Trustee. The Publicly Offered Notes were issued pursuant to the Indenture, attached hereto asExhibit 4.1, dated as of November 2, 2010 (the “Indenture”), between the Issuing Entity and Wells Fargo Bank, National Association (“Wells Fargo”), as Trustee and Trust Collateral Agent. The Publicly Offered Notes were sold to Credit Suisse Securities (USA) LLC (“Credit Suisse”), Deutsche Bank Securities Inc. (“Deutsche”), J.P. Morgan Securities LLC (“J.P. Morgan”), RBS Securities Inc. (“RBS”), UBS Securities LLC and Wells Fargo Securities, LLC (the “Underwriters”), pursuant to the Underwriting Agreement attached hereto asExhibit 1.1, dated as of November 10, 2010 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub, and Credit Suisse, Deutsche, J.P. Morgan and RBS, as representatives of the Underwriters (the “Representatives”).
The Publicly Offered Notes evidence indebtedness of the Issuing Entity, the assets of which consist primarily of “sub-prime” automobile loan contracts (the “Receivables”) secured by new and used automobiles, light duty trucks and vans. AFS SenSub purchased the Receivables from AmeriCredit pursuant to the Purchase Agreement, attached hereto asExhibit 10.1, dated as of November 2, 2010 (the “Purchase Agreement”), between AmeriCredit and AFS SenSub. The Issuing Entity purchased the Receivables from AFS SenSub pursuant to the Sale and Servicing Agreement, attached hereto asExhibit 4.3, dated as of November 2, 2010 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and Wells Fargo, as Backup Servicer and Trust Collateral Agent.
AmeriCredit, as Servicer, has agreed to perform servicing duties with regard to the Receivables pursuant to the Sale and Servicing Agreement and has also agreed to serve as custodian of the Receivables pursuant to the Custodian Agreement, attached hereto asExhibit 10.2, dated as of November 2, 2010 (the “Custodian Agreement”), among AmeriCredit and Wells Fargo. JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) has agreed to provide its banking services for the deposit of remittances related to the Receivables pursuant to the Lockbox Account Agreement, attached hereto asExhibit 10.3, dated as of November 2, 2010
(the “Lockbox Account Agreement”), among Wells Fargo, as Trustee, AmeriCredit and JPMorgan Chase, as Processor, and Regulus Group II LLC (“Regulus”) has agreed to collect and deposit remittances related to the Receivables into the lockbox account pursuant to the Lockbox Processing Agreement, attached hereto asExhibit 10.4, dated November 2, 2010 (the “Lockbox Processing Agreement”), among Wells Fargo, as Trustee, AmeriCredit and Regulus.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
1.1 Underwriting Agreement, dated as of November 10, 2010, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and the Representatives (seeExhibit 1.1 to Form 8-K filed on November 12, 2010, in connection with Registration Statement No. 333-146701, which is incorporated by reference herein).
4.1 Indenture, dated as of November 2, 2010, between the Issuing Entity and Wells Fargo, as Trustee and Trust Collateral Agent.
4.2 Amended and Restated Trust Agreement, dated as of November 2, 2010, between AFS SenSub and WTC, as Owner Trustee.
4.3 Sale and Servicing Agreement, dated as of November 2, 2010, among the Issuing Entity, AmeriCredit, as Servicer, AFS SenSub and Wells Fargo, as Backup Servicer and Trust Collateral Agent.
5.1 Opinion of Katten Muchin Rosenman LLP with respect to validity (see Exhibit 5.1 to Form 8-K filed on November 18, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-10 which is incorporated by reference herein).
8.1 Opinion of Katten Muchin Rosenman LLP with respect to tax matters (see Exhibit 8.1 to Form 8-K filed on November 18, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-10, which is incorporated by reference herein).
10.1 Purchase Agreement, dated as of November 2, 2010, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser.
10.2 Custodian Agreement, dated as of November 2, 2010, between AmeriCredit, as Custodian and Wells Fargo.
10.3 Lockbox Account Agreement, dated as of November 2, 2010, among AmeriCredit, Wells Fargo, as Trustee, and JPMorgan Chase Bank, N.A., as Processor.
10.4 Lockbox Processing Agreement, dated November 2, 2010, among AmeriCredit, Wells Fargo, as Trustee and Regulus Group II LLC, as Processor.
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10.7 Second Amended and Restated Servicing Agreement, dated as of January 1, 2006, between AmeriCredit and General Motors Financial of Canada, Ltd. (f/k/a AmeriCredit Financial Services of Canada, Ltd.) (see Exhibit 4.4 to Form 8-K filed on March 8, 2006, in connection with Registration Statement No. 333-121120-06, which is incorporated by reference herein).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-4 |
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| By: | | AmeriCredit Financial Services, Inc., as Servicer |
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| | By: | | /s/ J. MICHAEL MAY |
| | Name: | | J. Michael May |
| | Title: | | Executive Vice President, Chief Legal Officer and Secretary |
Dated: November 23, 2010
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EXHIBIT INDEX
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Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated as of November 10, 2010, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the Underwriters (the “Representatives”) (see Exhibit 1.1 to Form 8-K filed on November 12, 2010, in connection with Registration Statement No. 333-146701, which is incorporated by reference herein). |
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| 4.1 | | Indenture, dated as of November 2, 2010, between AmeriCredit Automobile Receivables Trust 2010-4, as Issuing Entity, and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent. |
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| 4.2 | | Amended and Restated Trust Agreement, dated as of November 2, 2010, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee. |
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| 4.3 | | Sale and Servicing Agreement, dated as of November 2, 2010, among AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent. |
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| 5.1 | | Opinion of Katten Muchin Rosenman LLP with respect to validity (see Exhibit 5.1 to Form 8-K filed on November 18, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-10, which is incorporated by reference herein). |
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| 8.1 | | Opinion of Katten Muchin Rosenman LLP with respect to tax matters (see Exhibit 8.1 to Form 8-K filed on November 18, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-10, which is incorporated by reference herein). |
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| 10.1 | | Purchase Agreement, dated as of November 2, 2010, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser. |
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| 10.2 | | Custodian Agreement, dated as of November 2, 2010, between AmeriCredit Financial Services, Inc., as Custodian, and Wells Fargo Bank, National Association, as Trust Collateral Agent. |
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| 10.3 | | Lockbox Account Agreement, dated as of November 2, 2010, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and JPMorgan Chase Bank, N.A., as Processor. |
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| 10.4 | | Lockbox Processing Agreement, dated as of November 2, 2010, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and Regulus Group II LLC, as Processor. |
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| 10.7 | | Second Amended and Restated Servicing Agreement, dated as of January 1, 2006 between General Motors Financial of Canada, Ltd (f/k/a AmeriCredit Financial Services of Canada Ltd.) and AmeriCredit Financial Services, Inc. (see Exhibit 4.4 to Form 8-K filed on March 8, 2006, in connection with Registration Statement No. 333-121120-06, which is incorporated by reference herein). |
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