SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form8-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 16, 2017
AmeriCredit Automobile Receivables Trust2017-3
(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 | | 333-206924-07 | | 88-0475154 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
c/o AmeriCredit Financial Services, Inc. Attention: Frank E. Brown III, 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 Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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 Trust2017-3 (the “Issuing Entity”), to issue $227,000,000Class A-1 1.40000% Asset Backed Notes (the “ClassA-1 Notes”), $329,800,000Class A-2-A 1.69% Asset Backed Notes (the “ClassA-2-A Notes”), $75,000,000Class A-2-B Floating Rate Asset Backed Notes (the “ClassA-2-B Notes” and together with theClass A-2-A Notes, the “ClassA-2 Notes”), $240,460,000Class A-3 1.90% Asset Backed Notes (the “ClassA-3 Notes”), $94,700,000 Class B 2.24% Asset Backed Notes (the “Class B Notes”), $117,500,000 Class C 2.69% Asset Backed Notes (the “Class C Notes”), $115,600,000 Class D 3.18% Asset Backed Notes (the “Class D Notes” and together with theClass A-1 Notes, theClass A-2 Notes, theClass A-3 Notes, the Class B Notes and the Class C Notes, the “Publicly Offered Notes”), $30,630,000 Class E 0.00% Asset Backed Notes (the “Class E Notes”), and an Asset Backed Certificate (the “Certificate”), on August 16, 2017 (the “Closing Date”). The Publicly Offered Notes are registered under the Registration Statement. This Current Report on Form8-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 were sold to Deutsche Bank Securities Inc. (“Deutsche Bank”), Morgan Stanley & Co. LLC (“Morgan Stanley”), RBC Capital Markets, LLC (“RBC”) and Wells Fargo Securities, LLC (“Wells Fargo Securities” and collectively with Deutsche Bank, Morgan Stanley and RBC, the “Representatives”), BB Securities Ltd. (“BB Securities”), Credit Agricole Securities (USA) Inc. (“Credit Agricole”), Goldman Sachs & Co. LLC (“Goldman Sachs”) and SG Americas Securities, LLC (“SocGen and collectively with the Representatives, BB Securities, Credit Agricole and Goldman Sachs, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto asExhibit 1.1, dated as of August 8, 2017 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub and the Representatives.
The Issuing Entity was formed, and the Certificate was issued, pursuant to the Trust Agreement, attached hereto asExhibit 4.2, dated as of June 26, 2017, as amended and restated as of July 5, 2017 (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 July 5, 2017 (the “Indenture”), between the Issuing Entity and Citibank, N.A. (“Citibank”), as Trustee and Trust Collateral Agent.
AFS SenSub purchased the Receivables from AmeriCredit pursuant to the Purchase Agreement, attached hereto asExhibit 10.1, dated as of July 5, 2017 (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 July 5, 2017 (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, 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 Sale and Servicing Agreement.
The Issuing Entity has engaged 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 July 5, 2017 (the “Asset Representations Review Agreement”), among the Issuing Entity, AmeriCredit, as Servicer, and Clayton, as Asset Representations Reviewer. The Asset Representations Reviewer has agreed 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 8, 2017, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and the Representatives (see Exhibit 1.1 to Form8-K filed on August 10, 2017, in connection with Registration Statement Nos.333-206924 and333-206924-07, which is incorporated by reference herein).
4.1 Indenture, dated as of July 5, 2017, between the Issuing Entity and Citibank, as Trustee and Trust Collateral Agent.
4.2 Amended and Restated Trust Agreement, dated as of July 5, 2017, between AFS SenSub and WTC, as Owner Trustee.
4.3 Sale and Servicing Agreement, dated as of July 5, 2017, among the Issuing Entity, AmeriCredit, as Servicer, AFS SenSub and Citibank, as Trust Collateral Agent.
5.1 Opinion of Katten Muchin Rosenman LLP with respect to validity (see Exhibit 5.1 to Form8-K filed on August 16, 2017, in connection with Registration Statement Nos.333-206924 and333-206924-07, which is incorporated by reference herein).
8.1 Opinion of Katten Muchin Rosenman LLP with respect to tax matters (see Exhibit 8.1 to Form8-K filed on August 16, 2017, in connection with Registration Statement Nos.333-206924 and333-206924-07, which is incorporated by reference herein).
10.1 Purchase Agreement, dated as of July 5, 2017, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser.
10.6 Asset Representations Review Agreement, dated July 5, 2017, among the Issuing Entity, AmeriCredit, as Servicer, and Clayton, as Asset Representations Reviewer.
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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. (see Exhibit 10.5 to FormSF-3/A filed on December 7, 2015, in connection with Registration StatementNo. 333-206924, 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 TRUST2017-3 |
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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 22, 2017
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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 8, 2017, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller and Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as Representatives of the Underwriters (see Exhibit 1.1 to Form8-K filed on August 10, 2017, in connection with Registration Statement Nos.333-206924 and333-206924-07, which is incorporated by reference herein). |
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| 4.1 | | Indenture, dated as of July 5, 2017, between AmeriCredit Automobile Receivables Trust2017-3, 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 July 5, 2017, 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 July 5, 2017, among AmeriCredit Automobile Receivables Trust2017-3, 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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| 5.1 | | Opinion of Katten Muchin Rosenman LLP with respect to validity (see Exhibit 5.1 to Form8-K filed on August 16, 2017, in connection with Registration Statement Nos.333-206924 and333-206924-07, 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 Form8-K filed on August 16, 2017, in connection with Registration Statement Nos.333-206924 and333-206924-07, which is incorporated by reference herein). |
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| 10.1 | | Purchase Agreement, dated as of July 5, 2017, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser. |
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| 10.6 | | Asset Representations Reviewer Agreement, dated as of July 5, 2017, among AmeriCredit Automobile Receivables Trust2017-3, 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 10.5 to FormSF-3/A filed on December 7, 2015, in connection with Registration StatementNo. 333-206924, which is incorporated by reference herein). |
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