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)
August 2, 2016
AmeriCredit Automobile Receivables Trust 2016-3
(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 | | 333-206924-03 | | 88-0475154 |
(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: Frank E. Brown III, Esq. 801 Cherry Street, Suite 3500 Fort Worth, Texas (Address of Principal Executive Offices) | | 76102 (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, will cause a newly formed issuing entity, AmeriCredit Automobile Receivables Trust 2016-3 (the “Issuing Entity”), to issue $221,000,000 Class A-1 0.75000% Asset Backed Notes (the “Class A-1 Notes”), $325,000,000 Class A-2-A 1.37% Asset Backed Notes (the “Class A-2-A Notes”), $75,000,000 Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes” and together with the Class A-2-A Notes, the “Class A-2 Notes”), $323,940,000 Class A-3 1.46% Asset Backed Notes (the “Class A-3 Notes”), $102,550,000 Class B 1.80% Asset Backed Notes (the “Class B Notes”), $127,320,000 Class C 2.24% Asset Backed Notes (the “Class C Notes”), $125,190,000 Class D 2.71% 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”), $33,240,000 Class E 0.00% Asset Backed Notes (the “Class E Notes”), and an Asset Backed Certificate (the “Certificate”), on August 11, 2016 (the “Closing Date”). The Publicly Offered Notes will be 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 to be executed in connection with the issuance of the Publicly Offered Notes, the forms of which were filed as Exhibits to the Registration Statement.
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. The Publicly Offered Notes will be sold to Citigroup Global Markets Inc. (“Citigroup”), Deutsche Bank Securities Inc. (“Deutsche Bank”), Lloyds Securities Inc. (“Lloyds”) and Wells Fargo Securities, LLC (“Wells Fargo Securities” and collectively with Citigroup, Deutsche Bank and Lloyds, the “Representatives”), BNP Paribas Securities Corp. (“BNP Paribas”), J.P. Morgan Securities LLC (“J.P. Morgan”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and RBC Capital Markets, LLC (“RBC Capital Markets” and collectively with the Representatives, BNP Paribas, J.P. Morgan and Morgan Stanley, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto asExhibit 1.1, dated as of August 2, 2016 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub and the Representatives.
The Issuing Entity was formed, and the Certificate will be issued, pursuant to the Trust Agreement, attached hereto asExhibit 4.2, dated as of June 30, 2016, as amended and restated as of August 3, 2016 (the “Trust Agreement”), between AFS SenSub and Wilmington Trust Company (“WTC”), as Owner Trustee. The Notes will be issued pursuant to the Indenture, attached hereto asExhibit 4.1, dated as of August 3, 2016 (the “Indenture”), between the Issuing Entity and Citibank, N.A. (“Citibank”), as Trustee and Trust Collateral Agent.
AFS SenSub will purchase the Receivables from AmeriCredit pursuant to the Purchase Agreement, attached hereto asExhibit 10.1, dated as of August 3, 2016 (the “Purchase Agreement”), between AmeriCredit and AFS SenSub. The Issuing Entity will purchase the Receivables from AFS SenSub pursuant to the Sale and Servicing Agreement, attached hereto asExhibit 4.3, dated as of August 3, 2016 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and Citibank, as Trust Collateral Agent.
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AmeriCredit, as Servicer, will agree to perform servicing duties with regard to the Receivables pursuant to the Sale and Servicing Agreement and will also agree to serve as custodian of the Receivables pursuant to the Sale and Servicing Agreement. JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) will agree to provide its banking services for the deposit of remittances related to the Receivables pursuant to the Lockbox Account Agreement, attached hereto asExhibit 10.2, dated as of August 3, 2016 (the “Lockbox Account Agreement”), among Citibank, as Trustee, AmeriCredit and JPMorgan Chase, as Processor, and Regulus Group II LLC (“Regulus”) will agree to collect and deposit remittances related to the Receivables into the lockbox account pursuant to the Lockbox Processing Agreement, attached hereto asExhibit 10.3, dated as of August 3, 2016 (the “Lockbox Processing Agreement”), among Citibank, as Trustee, AmeriCredit and Regulus.
The Issuing Entity will engage Clayton Fixed Income Services LLC (“Clayton”) as Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, attached hereto asExhibit 10.6, dated as of August 3, 2016 (the “Asset Representations Review Agreement”), among the Issuing Entity, AmeriCredit, as Servicer, and Clayton, as Asset Representations Reviewer. The Asset Representations Reviewer will agree to perform reviews of certain Receivables for compliance with the representations and warranties made by AmeriCredit and AFS SenSub about the Receivables.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
1.1 Underwriting Agreement, dated as of August 2, 2016, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and the Representatives.
4.1 Indenture, dated as of August 3, 2016, between the Issuing Entity and Citibank, as Trustee and Trust Collateral Agent.
4.2 Amended and Restated Trust Agreement, dated as of August 3, 2016, between AFS SenSub and WTC, as Owner Trustee.
4.3 Sale and Servicing Agreement, dated as of August 3, 2016, among the Issuing Entity, AmeriCredit, as Servicer, AFS SenSub and Citibank, as Trust Collateral Agent.
10.1 Purchase Agreement, dated as of August 3, 2016, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser.
10.2 Lockbox Account Agreement, dated as of August 3, 2016, among AmeriCredit, Citibank, as Trustee, and JPMorgan Chase, as Processor.
10.3 Lockbox Processing Agreement, dated August 3, 2016, among AmeriCredit, Citibank, as Trustee, and Regulus, as Processor.
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10.6 Asset Representations Review Agreement, dated August 3, 2016, among the Issuing Entity, AmeriCredit, as Servicer, and Clayton, as Asset Representations Reviewer.
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 10.5 to Form SF-3/A filed on December 7, 2015, in connection with Registration Statement No. 333-206924, which is incorporated by reference herein).
36.1 Depositor certification for shelf offerings of asset-backed securities.
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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 2016-3 |
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| By: | | AmeriCredit Financial Services, Inc., as Servicer |
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| By: | | /s/ Frank E. Brown III |
| Name: | | Frank E. Brown III |
| Title: | | Senior Vice President, Corporate Counsel and Secretary |
Dated: August 4, 2016
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EXHIBIT INDEX
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Exhibit
No. | | Description |
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| 1.1 | | Underwriting Agreement, dated as of August 2, 2016, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Lloyds Securities Inc. and Wells Fargo Securities, LLC, as Representatives of the Underwriters. |
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| 4.1 | | Indenture, dated as of August 3, 2016, between AmeriCredit Automobile Receivables Trust 2016-3, as Issuing Entity, and Citibank, N.A., as Trustee and Trust Collateral Agent. |
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| 4.2 | | Amended and Restated Trust Agreement, dated as of August 3, 2016, 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 August 3, 2016, among AmeriCredit Automobile Receivables Trust 2016-3, as Issuing Entity, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Citibank, N.A., as Trust Collateral Agent. |
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| 10.1 | | Purchase Agreement, dated as of August 3, 2016, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser. |
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| 10.2 | | Lockbox Account Agreement, dated as of August 3, 2016, among AmeriCredit Financial Services, Inc., Citibank, N.A., as Trustee, and JPMorgan Chase Bank, N.A., as Processor. |
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| 10.3 | | Lockbox Processing Agreement, dated as of August 3, 2016, among AmeriCredit Financial Services, Inc., Citibank, N.A., as Trustee, and Regulus Group II LLC, as Processor. |
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| 10.6 | | Asset Representations Reviewer Agreement, dated as of August 3, 2016, among AmeriCredit Automobile Receivables Trust 2016-3, as Issuing Entity, AmeriCredit Financial Services, Inc., as Servicer, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer. |
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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. 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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| 36.1 | | Depositor certification for shelf offerings of asset-backed securities. |
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