| Item 1.01. | Entry into a Material Definitive Agreement. |
AFS SenSub Corp. (“AFS SenSub”), as depositor, and AmeriCredit Financial Services, Inc. d/b/a GM Financial (“GM Financial”), as sponsor, will cause a newly formed issuing entity, GM Financial Consumer Automobile Receivables Trust2019-2 (the “Issuing Entity”), to issue $241,000,000Class A-1 2.56125% Asset Backed Notes (the “ClassA-1 Notes”), $442,840,000Class A-2-A 2.66% Asset Backed Notes (the “ClassA-2-A Notes”), $419,830,000Class A-3 2.65% Asset Backed Notes (the “ClassA-3 Notes”), $91,520,000Class A-4 2.71% Asset Backed Notes (the “ClassA-4 Notes”), $20,310,000 Class B 2.87% Asset Backed Notes (the “Class B Notes”), $19,050,000 Class C 3.07% Asset Backed Notes (the “Class C Notes” and together with theClass A-1 Notes, theClass A-2-A Notes, theClass A-3 Notes, theClass A-4 Notes and the Class B Notes, the “Publicly Offered Notes”), $15,860,000 Class D 0.00% Asset Backed Notes (the “Class D Notes”), and an Asset Backed Certificate (the “Certificate”), on April 17, 2019 (the “Closing Date”). The Publicly Offered Notes will be 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 “prime” automobile loan contracts (the “Receivables”) secured by new and used automobiles, light duty trucks and utility vehicles. The Publicly Offered Notes will be sold to Barclays Capital Inc. (“Barclays” or the “Representative”), Lloyds Securities Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC and MUFG Securities Americas Inc., pursuant to the Underwriting Agreement attached hereto asExhibit 1.1, dated as of April 9, 2019 (the “Underwriting Agreement”), among GM Financial, AFS SenSub and the Representative.
The Issuing Entity was formed, and the Certificate will be issued, pursuant to the Trust Agreement, attached hereto asExhibit 4.2, dated as of February 22, 2019, as amended and restated as of April 17, 2019 (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 April 17, 2019 (the “Indenture”), between the Issuing Entity and The Bank of New York Mellon (“BNYM”), as Trustee and Trust Collateral Agent.
AFS SenSub will purchase the Receivables from GM Financial pursuant to the Purchase Agreement, attached hereto asExhibit 10.1, dated as of April 17, 2019 (the “Purchase Agreement”), between GM Financial 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 April 17, 2019 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, GM Financial and BNYM, as Trust Collateral Agent.
GM Financial, 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.
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