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, have caused a newly formed issuing entity, GM Financial Consumer Automobile Receivables Trust 2021-4 (the “Issuing Entity”), to issue $230,000,000 Class A-1 0.09375% Asset Backed Notes (the “Class A-1 Notes”), $427,500,000 Class A-2 0.28% Asset Backed Notes (the “Class A-2 Notes”), $427,500,000 Class A-3 0.68% Asset Backed Notes (the “Class A-3 Notes”), $110,110,000 Class A-4 0.99% Asset Backed Notes (the “Class A-4 Notes”), $20,310,000 Class B 1.25% Asset Backed Notes (the “Class B Notes”), $19,030,000 Class C 1.37% Asset Backed Notes (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Publicly Offered Notes”), $15,870,000 Class D 0.00% Asset Backed Notes (the “Class D Notes” and together with the Publicly Offered Notes, the “Notes”), and an Asset Backed Certificate (the “Certificate”), on October 21, 2021 (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 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 “prime” automobile loan contracts (the “Receivables”) secured by new and used automobiles, light duty trucks and utility vehicles. The Publicly Offered Notes were sold to J.P. Morgan Securities LLC (“J.P. Morgan” or the “Representative”), BMO Capital Markets Corp., BofA Securities, Inc., MUFG Securities Americas Inc., TD Securities (USA) LLC, CIBC World Markets Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc., pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of October 13, 2021 (the “Underwriting Agreement”), among GM Financial, AFS SenSub and the Representative.
Item 8.01. Other Events.
The Issuing Entity was formed, and the Certificate was issued, pursuant to the Trust Agreement, attached hereto as Exhibit 4.2, dated as of September 10, 2021, as amended and restated as of October 21, 2021 (the “Trust Agreement”), between AFS SenSub and Wilmington Trust Company (“WTC”), as Owner Trustee. The Notes were issued pursuant to the Indenture, attached hereto as Exhibit 4.1, dated as of October 21, 2021 (the “Indenture”), between the Issuing Entity and The Bank of New York Mellon (“BNY Mellon”), as Trustee and Trust Collateral Agent.
AFS SenSub purchased the Receivables from GM Financial pursuant to the Purchase Agreement, attached hereto as Exhibit 10.1, dated as of October 21, 2021 (the “Purchase Agreement”), between GM Financial and AFS SenSub. The Issuing Entity purchased the Receivables from AFS SenSub pursuant to the Sale and Servicing Agreement, attached hereto as Exhibit 4.3, dated as of October 21, 2021 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, GM Financial and BNY Mellon, as Trust Collateral Agent.
GM Financial, 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.
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