| 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 2023-1 (the “Issuing Entity”), to issue $207,000,000 Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $436,500,000 Class A-2-A Asset Backed Notes (the “Class A-2-A Notes”), $50,000,000 Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes”), $245,610,000 Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $88,590,000 Class B Asset Backed Notes (the “Class B Notes”), $111,080,000 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”), $106,990,000 Class D Asset Backed Notes (the “Class D Notes”) and $38,850,000 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 March 15, 2023 (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”), Mizuho Securities USA LLC (“Mizuho”), RBC Capital Markets, LLC (“RBC Capital Markets”), Scotia Capital (USA) Inc. (“Scotiabank”) and SG Americas Securities, LLC (“Societe Generale”, and collectively with Citigroup, Mizuho, RBC Capital Markets and Scotiabank, the “Representatives”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Lloyds Securities Inc. (“Lloyds Securities”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Wells Fargo Securities, LLC (“Wells Fargo Securities” and collectively with the Representatives, Goldman Sachs, Lloyds Securities and Morgan Stanley, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of March 8, 2023 (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 January 18, 2023, as amended and restated as of March 15, 2023 (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 March 15, 2023 (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 March 15, 2023 (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 March 15, 2023 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and Citibank, as Trust Collateral Agent.
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