SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 26, 2008
AmeriCredit Automobile Receivables Trust 2008-2
(Exact name of registrant as specified in its charter)
AFS SenSub Corp.
(Exact name of depositor as specified in its charter)
AmeriCredit Financial Services, Inc.
(Exact name of sponsor as specified in its charter)
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| Delaware | | 333-146701-03 | | 26-6635573 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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c/o AmeriCredit Financial Services, Inc. Attention: J. Michael May, Esq. 801 Cherry Street, Suite 3900 Fort Worth, Texas | | 76102 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number including area code - (817) 302-7000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| 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 2008-2 (the “Issuing Entity”), to issue $113,000,000 Class A-1 LIBOR + 1.00% Floating Rate Asset Backed Notes, $197,000,000 Class A-2 LIBOR + 4.00% Asset Backed Notes, $66,774,000 Class A-3 LIBOR + 5.00% Floating Rate Asset Backed Notes (collectively, the “Notes”) and an Asset Backed Certificate (the “Certificate”), on November 26, 2008 (the “Closing Date”). The 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 executed in connection with the issuance of the Notes, the forms of which were filed as Exhibits to the Registration Statement.
The Issuing Entity was formed, and the Certificate was issued, pursuant to the Trust Agreement, attached hereto asExhibit 4.2, dated as of November 6, 2008, as amended and restated as of November 17, 2008 (the “Trust Agreement”), between AFS SenSub and Wilmington Trust Company (“WTC”), as Owner Trustee. The Notes were issued pursuant to the Indenture, attached hereto asExhibit 4.1, dated as of November 17, 2008 (the “Indenture”), between the Issuing Entity and Wells Fargo Bank, National Association (“Wells Fargo”), as Trustee and Trust Collateral Agent. The Notes were sold to Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., and Greenwich Capital Markets, Inc. (the “Underwriters”), pursuant to the Underwriting Agreement attached hereto asExhibit 1.1, dated as of November 24, 2008 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub and Deutsche Bank Securities Inc., as representative of the Underwriters (the “Representative”).
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. AFS SenSub purchased the Receivables from AmeriCredit pursuant to the Purchase Agreement, attached hereto asExhibit 10.1, dated as of November 17, 2008 (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 asExhibit 4.3, dated as of November 17, 2008 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and Wells Fargo, as Backup Servicer and Trust Collateral Agent.
AmeriCredit, 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 Custodian Agreement, attached hereto asExhibit 10.3, dated as of November 17, 2008 (the “Custodian Agreement”), among AmeriCredit and Wells Fargo. JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) has agreed to collect and deposit remittances related to the Receivables to a lockbox account pursuant to the Tri-Party Remittance Processing Agreement, attached hereto asExhibit 10.9, dated as of November 17, 2008 (the “Lockbox Agreement”), between Wells Fargo, as Trustee, AmeriCredit and JPMorgan Chase, as Processor.
As of October 13, 2008 (the “Statistical Calculation Date”), the Receivables had the characteristics described in the Prospectus Supplement dated November 24, 2008 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(5) of the Act on November 25, 2008. As of November 17, 2008 (the “Cutoff Date”), the Receivables had the characteristics set forth inExhibit 99.1.
The Issuing Entity entered into a Hedge Agreement, attached hereto asExhibit 10.4, on the Closing Date with Deutsche Bank AG, New York Branch (“Deutsche Bank AG”) in order to hedge against the interest rate risk that results from the fixed rate Receivables producing the income stream that will support the variable rate Class A-1 Notes, Class A-2 Notes and Class A-3 Notes.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
1.1 Underwriting Agreement, dated as of November 24, 2008, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and the Representative (seeExhibit 1.1 to Form 8-K filed on November 25, in connection with Registration Statement No. 333-146701, which is incorporated by reference herein).
4.1 Indenture, dated as of November 17, 2008, between the Issuing Entity and Wells Fargo, as Trustee and Trust Collateral Agent.
4.2 Amended and Restated Trust Agreement, dated as of November 17, 2008, between AFS SenSub and WTC, as Owner Trustee.
4.3 Sale and Servicing Agreement, dated as of November 17, 2008, among the Issuing Entity, AmeriCredit, as Servicer, AFS SenSub and Wells Fargo, as Backup Servicer and Trust Collateral Agent.
5.1 Opinion of Dewey & LeBoeuf LLP with respect to validity (see Exhibit 5.1 to Form 8-K filed on November 26, 2008, in connection with Registration Statement Nos. 333-146701 and 333-146701-03, which is incorporated by reference herein).
8.1 Opinion of Dewey & LeBoeuf LLP with respect to tax matters (see Exhibit 8.1 to Form 8-K filed on November 26, 2008, in connection with Registration Statement Nos. 333-146701 and 333-146701-03, which is incorporated by reference herein).
10.1 Purchase Agreement, dated as of November 17, 2008, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser.
10.3 Custodian Agreement, dated as of November 17, 2008, among AmeriCredit, as Custodian and Wells Fargo.
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10.4 ISDA Master Agreement, including the Schedule thereto, Credit Support Annex and Confirmations, each dated as of November 26, 2008, between the Issuing Entity and Deutsche Bank AG.
10.7 Second Amended and Restated Servicing Agreement, dated as of January 1, 2006, between AmeriCredit and AFS of Canada (see Exhibit 4.4 to Form 8-K filed on March 8, 2006, in connection with Registration Statement No. 333-121120-06, which is incorporated by reference herein).
10.9 Tri-Party Remittance Processing Agreement, dated as of November 17, 2008, among AmeriCredit, Wells Fargo, as Trustee, and JPMorgan Chase Bank, N.A., as Processor.
99.1 Statistical information for the receivables as of the Cutoff Date.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMERICREDIT AUTOMOBILE RECEIVABLES
TRUST 2008-2 |
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| By: | | AmeriCredit Financial Services, Inc., as Servicer |
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| | By: | | /s/ J. Michael May |
| | Name: | | J. Michael May |
| | Title: | | Executive Vice President, Chief Legal
Officer and Secretary |
Dated: December 2, 2008
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EXHIBIT INDEX
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Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement, dated as of November 24, 2008, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller, and Deutsche Bank Securities, Inc. as the Representative of the Underwriters (the “Representative”) (see Exhibit 1.1 to Form 8-K filed on November 25, 2008, in connection with Registration Statement No. 333-146701, which is incorporated by reference herein). |
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| 4.1 | | Indenture, dated as of November 17, 2008, between AmeriCredit Automobile Receivables Trust 2008-2 as Issuing Entity, and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent. |
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| 4.2 | | Amended and Restated Trust Agreement, dated as of November 17, 2008, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee. |
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| 4.3 | | Sale and Servicing Agreement, dated as of November 17, 2008, among AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent. |
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| 5.1 | | Opinion of Dewey & LeBoeuf LLP with respect to validity (see Exhibit 5.1 to Form 8-K filed on November 26, 2008, in connection with Registration Statement Nos. 333-146701 and 333-146701-03, which is incorporated by reference herein). |
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| 8.1 | | Opinion of Dewey & LeBoeuf LLP with respect to tax matters (see Exhibit 8.1 to Form 8-K filed on November 26, 2008, in connection with Registration Statement Nos. 333-146701 and 333-146701-03, which is incorporated by reference herein). |
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| 10.1 | | Purchase Agreement, dated as of November 17, 2008, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser. |
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| 10.3 | | Custodian Agreement, dated as of November 17, 2008, among AmeriCredit Financial Services, Inc., as Custodian, and Wells Fargo Bank, National Association, as Trust Collateral Agent. |
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| 10.4 | | ISDA Master Agreement, including the Schedule thereto, Credit Support Annex and Confirmations, each dated as of November 26, 2008, between the Issuing Entity and Deutsche Bank AG, New York Branch. |
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| 10.7 | | Second Amended and Restated Servicing Agreement, dated as of January 1, 2006 between AmeriCredit Financial Services of Canada Ltd. and AmeriCredit Financial Services, Inc. (see Exhibit 4.4 to Form 8-K filed on March 8, 2006, in connection with Registration Statement No. 333-121120-06, which is incorporated by reference herein). |
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| 10.9 | | Tri-Party Remittance Processing Agreement, dated as of November 17, 2008, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and JPMorgan Chase Bank, N.A., as Processor. |
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| 99.1 | | Statistical information for the receivables as of the Cutoff Date. |
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