| 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 2021-3 (the “Issuing Entity”), to issue $144,600,000 Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $290,000,000 Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $224,440,000 Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $62,100,000 Class B Asset Backed Notes (the “Class B Notes”), $86,100,000 Class C 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 and the Class B Notes, the “Publicly Offered Notes”), $67,000,000 Class D Asset Backed Notes (the “Class D Notes”), $27,270,000 Class E Asset Backed Notes (the “Class E Notes” and together with the Class D Notes and the Publicly Offered Notes, the “Notes”), and an Asset Backed Certificate (the “Certificate”), on November 17, 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 Citigroup Global Markets Inc. (“Citigroup”), RBC Capital Markets, LLC (“RBC Capital Markets”), SG Americas Securities, LLC (“Societe Generale”), TD Securities (USA) LLC (“TD Securities”), Wells Fargo Securities, LLC (“Wells Fargo Securities” and collectively with Citigroup, RBC Capital Markets, Societe Generale and TD Securities, the “Representatives”), Barclays Capital Inc. (“Barclays”), BMO Capital Markets Corp. (“BMO Capital Markets”), Deutsche Bank Securities Inc. (“Deutsche Bank Securities”) and Morgan Stanley & Co. LLC (“Morgan Stanley” and collectively with the Representatives, Barclays, BMO Capital Markets and Deutsche Bank Securities, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of November 9, 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 October 7, 2021, as amended and restated as of November 17, 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 November 17, 2021 (the “Indenture”), between the Issuing Entity and The Bank of New York Mellon (“BNY Mellon”), 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 November 17, 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 November 17, 2021 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and BNY Mellon, as Trust Collateral Agent.
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