| 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 2021-2 (the “Issuing Entity”), to issue $195,000,000 Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $380,620,000 Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $221,230,000 Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $84,770,000 Class B Asset Backed Notes (the “Class B Notes”), $105,230,000 Class C Asset Backed Notes (the “Class C Notes”), $80,140,000 Class D 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”), $33,280,000 Class E Asset Backed Notes (the “Class E Notes” and together with the Publicly Offered Notes, the “Notes”), and an Asset Backed Certificate (the “Certificate”), on June 16, 2021 (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 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 Barclays Capital Inc. (“Barclays”), Goldman Sachs & Co. LLC (“Goldman”), Mizuho Securities USA LLC (“Mizuho”) and RBC Capital Markets, LLC (“RBC Capital Markets” and collectively with Barclays, Goldman and Mizuho, the “Representatives”), BMO Capital Markets Corp. (“BMO Capital Markets”), BNP Paribas Securities Corp. (“BNP Paribas”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and TD Securities (USA) LLC (“TD Securities” and collectively with the Representatives, BMO Capital Markets, BNP Paribas and Morgan Stanley, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of June 8, 2021 (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 as Exhibit 4.2, dated as of May 5, 2021, as amended and restated as of June 16, 2021 (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 as Exhibit 4.1, dated as of June 16, 2021 (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 as Exhibit 10.1, dated as of June 16, 2021 (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 as Exhibit 4.3, dated as of June 16, 2021 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and Citibank, as Trust Collateral Agent.
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.
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