Item 1.01. Entry into a Material Definitive Agreement.
AFS SenSub Corp. (“AFS SenSub”), as depositor, and AmeriCredit Financial Services, Inc. (“AmeriCredit”), as sponsor, have caused a newly formed issuing entity, AmeriCredit Automobile Receivables Trust 2022-2 (the “Issuing Entity”), to issue $223,000,000 Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $396,610,000 Class A-2-A Asset Backed Notes (the “Class A-2-A Notes”), $100,000,000 Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes”), $269,060,000 Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $93,270,000 Class B Asset Backed Notes (the “Class B Notes”), $129,130,000 Class C Asset Backed Notes (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes and the Class B Notes, the “Publicly Offered Notes”), $100,450,000 Class D Asset Backed Notes (the “Class D Notes”) and $40,900,000 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 June 22, 2022 (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 “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”), J.P. Morgan Securities LLC (“J.P. Morgan”), Morgan Stanley & Co. LLC (“Morgan Stanley”), RBC Capital Markets, LLC (“RBC Capital Markets”), SG Americas Securities, LLC (“Societe Generale”, and collectively with Citigroup, J.P. Morgan, Morgan Stanley and RBC Capital Markets, the “Representatives”), BNP Paribas Securities Corp. (“BNP Paribas”), Credit Agricole Securities (USA) Inc. (“Credit Agricole”), MUFG Securities Americas Inc. (“MUFG”) and Wells Fargo Securities, LLC (“Wells Fargo Securities” and collectively with the Representatives, BNP Paribas, Credit Agricole and MUFG, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of June 14, 2022 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub and the Representatives.
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 May 12, 2022, as amended and restated as of June 22, 2022 (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 June 22, 2022 (the “Indenture”), between the Issuing Entity and Citibank, N.A. (“Citibank”), as Trustee and Trust Collateral Agent.
AFS SenSub purchased the Receivables from AmeriCredit pursuant to the Purchase Agreement, attached hereto as Exhibit 10.1, dated as of June 22, 2022 (the “Purchase Agreement”), between AmeriCredit 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 June 22, 2022 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and Citibank, as Trust Collateral Agent.
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