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 20, 2012
AmeriCredit Automobile Receivables Trust 2012-5
(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)
| | | | |
| Delaware | | 333-170231-09 | | 46-6333555 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
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 2012-5 (the “Issuing Entity”), to issue $203,400,000 Class A-1 0.27000% Asset Backed Notes (the “Class A-1 Notes”), $315,300,000 Class A-2 0.51% Asset Backed Notes (the “Class A-2 Notes”), $191,590,000 Class A-3 0.62% Asset Backed Notes (the “Class A-3 Notes”), $76,517,000 Class B 1.12% Asset Backed Notes (the “Class B Notes”), $94,987,000 Class C 1.69% Asset Backed Notes (the “Class C Notes”), $93,403,000 Class D 2.35% 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 and the Class C Notes, the “Publicly Offered Notes”), $24,803,000 Class E 3.29% Asset Backed Notes and an Asset Backed Certificate (the “Certificate”), on November 20, 2012 (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 as Exhibit 4.2, dated as of October 26, 2012, as amended and restated as of November 14, 2012 (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 as Exhibit 4.1, dated as of November 14, 2012 (the “Indenture”), between the Issuing Entity and The Bank of New York Mellon (“BNYM”), as Trustee and Trust Collateral Agent.
The Publicly Offered Notes were sold to Barclays Capital Inc. (“Barclays”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), J.P. Morgan Securities LLC (“J.P. Morgan”), Morgan Stanley & Co. LLC (“Morgan Stanley” and collectively with Barclays, Credit Suisse and J.P. Morgan, the “Representatives”), Citigroup Global Markets Inc. (“Citigroup”), Goldman, Sachs & Co. (“Goldman”) and RBC Capital Markets, LLC (“RBC” and collectively with the Representatives, Citigroup and Goldman, the “Underwriters”) pursuant to the Underwriting Agreement attached hereto asExhibit 1.1, dated as of November 14, 2012 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub and the Representatives.
AFS SenSub purchased the Receivables from AmeriCredit pursuant to the Purchase Agreement, attached hereto asExhibit 10.1, dated as of November 14, 2012 (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 14, 2012 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and BNYM, as Trust Collateral Agent.
AmeriCredit, as Servicer, had 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 14, 2012 (the “Custodian Agreement”), among AmeriCredit and BNYM. 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 14, 2012 (the
“Lockbox Account Agreement”), among BNYM, 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 14, 2012 (the “Lockbox Processing Agreement”), among BNYM, as Trustee, AmeriCredit and Regulus.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
1.1 Underwriting Agreement, dated as of November 14, 2012, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and the Representatives (see Exhibit 1.1 to Form 8-K filed on November 16, 2012, in connection with Registration Statement Nos. 333-170231 and 333-170231-09, which is incorporated by reference herein).
4.1 Indenture, dated as of November 14, 2012, between the Issuing Entity and BNYM, as Trustee and Trust Collateral Agent.
4.2 Amended and Restated Trust Agreement, dated as of November 14, 2012, between AFS SenSub and WTC, as Owner Trustee.
4.3 Sale and Servicing Agreement, dated as of November 14, 2012, among the Issuing Entity, AmeriCredit, as Servicer, AFS SenSub and BNYM, as 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 20, 2012, in connection with Registration Statement Nos. 333-170231 and 333-170231-09, 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 20, 2012, in connection with Registration Statement Nos. 333-170231 and 333-170231-09, which is incorporated by reference herein).
10.1 Purchase Agreement, dated as of November 14, 2012, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser.
10.2 Custodian Agreement, dated as of November 14, 2012, between AmeriCredit, as Custodian, and BNYM.
10.3 Lockbox Account Agreement, dated as of November 14, 2012, among AmeriCredit, BNYM, as Trustee, and JPMorgan Chase Bank, N.A., as Processor.
10.4 Lockbox Processing Agreement, dated November 14, 2012, among AmeriCredit, BNYM, as Trustee, and Regulus Group II LLC, as Processor.
3
10.7 Second Amended and Restated Servicing Agreement, dated as of January 1, 2006, between AmeriCredit and General Motors Financial 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).
99.1 Statistical information for the receivables dated as of November 14, 2012 (see Exhibit 99.1 to Form 8-K filed on November 19, 2012, in connection with Registration Statement Nos. 333-170231 and 333-170231-09, which is incorporated by reference herein).
4
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.
| | |
AMERICREDIT AUTOMOBILE RECEIVABLES
TRUST 2012-5 |
| |
| By: | | AmeriCredit Financial Services, Inc., as Servicer |
| |
| By: | | /s/ J. Michael May |
| Name: | | J. Michael May |
| Title: | | Executive Vice President, Chief Legal Officer and Secretary |
Dated: November 26, 2012
5
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated as of November 14, 2012, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as Representatives of the Underwriters (see Exhibit 1.1 to Form 8-K filed on November 16, 2012, in connection with Registration Statement Nos. 333-170231 and 333-170231-09, which is incorporated by reference herein). |
| |
| 4.1 | | Indenture, dated as of November 14, 2012, between AmeriCredit Automobile Receivables Trust 2012-5, as Issuing Entity, and The Bank of New York Mellon, as Trustee and Trust Collateral Agent. |
| |
| 4.2 | | Amended and Restated Trust Agreement, dated as of November 14, 2012, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee. |
| |
| 4.3 | | Sale and Servicing Agreement, dated as of November 14, 2012, among AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and The Bank of New York Mellon, as 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 20, 2012, in connection with Registration Statement Nos. 333-170231 and 333-170231-09, 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 20, 2012, in connection with Registration Statement Nos. 333-170231 and 333-170231-09, which is incorporated by reference herein). |
| |
| 10.1 | | Purchase Agreement, dated as of November 14, 2012, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser. |
| |
| 10.2 | | Custodian Agreement, dated as of November 14, 2012, between AmeriCredit Financial Services, Inc., as Custodian, and The Bank of New York Mellon, as Trust Collateral Agent. |
| |
| 10.3 | | Lockbox Account Agreement, dated as of November 14, 2012, among AmeriCredit Financial Services, Inc., The Bank of New York Mellon, as Trustee, and JPMorgan Chase Bank, N.A., as Processor. |
| |
| 10.4 | | Lockbox Processing Agreement, dated as of November 14, 2012, among AmeriCredit Financial Services, Inc., The Bank of New York Mellon, as Trustee, and Regulus Group II LLC, as Processor. |
6
| | |
| |
| 10.7 | | Second Amended and Restated Servicing Agreement, dated as of January 1, 2006 between General Motors Financial 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). |
| |
| 99.1 | | Statistical information for the receivables dated as of November 14, 2012 (see Exhibit 99.1 to Form 8-K filed on November 19, 2012, in connection with Registration Statement Nos. 333-170231 and 333-170231-09, which is incorporated by reference herein). |
7
