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 Trust 2022-2 (the “Issuing Entity”), to issue $270,000,000 Class A-1 1.209% Asset Backed Notes (the “Class A-1 Notes”), $470,510,000 Class A-2 2.52% Asset Backed Notes (the “Class A-2 Notes”), $470,510,000 Class A-3 3.10% Asset Backed Notes (the “Class A-3 Notes”), $127,440,000 Class A-4 3.25% Asset Backed Notes (the “Class A-4 Notes”), $22,750,000 Class B 3.77% Asset Backed Notes (the “Class B Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Publicly Offered Notes”), $21,310,000 Class C 3.87% Asset Backed Notes (the “Class C Notes”) and $17,780,000 Class D 0.00% Asset Backed Notes (the “Class D Notes” and together with the Class C Notes and the Publicly Offered Notes, the “Notes”), and an Asset Backed Certificate (the “Certificate”), on April 13, 2022 (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 “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 RBC Capital Markets, LLC (“RBC Capital Markets” or the “Representative”), Mizuho Securities USA LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., Barclays Capital Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC and Lloyds Securities Inc., pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of April 5, 2022 (the “Underwriting Agreement”), among GM Financial, AFS SenSub and the Representative.
Item 8.01. Other Events.
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 February 28, 2022, as amended and restated as of April 13, 2022 (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 April 13, 2022 (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 as Exhibit 10.1, dated as of April 13, 2022 (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 as Exhibit 4.3, dated as of April 13, 2022 (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.
