Item 1.01. Entry into a Material Definitive Agreement.
GMF Leasing LLC, as depositor (the “Depositor”) and AmeriCredit Financial Services, Inc. d/b/a GM Financial (“GM Financial”), as sponsor, will cause a newly formed issuing entity, GM Financial Automobile Leasing Trust 2024-2 (the “Issuing Entity”), to issue $188,680,000 Class A-1 5.531% Asset Backed Notes (the “Class A-1 Notes”), $294,480,000 Class A-2-A 5.43% Asset Backed Notes (the “Class A-2-A Notes”), $220,000,000 Class A-2-B Floating Rate Notes (the “Class A-2-B Notes”), $465,470,000 Class A-3 5.39% Asset Backed Notes (the “Class A-3 Notes”), $65,500,000 Class A-4 5.36% Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes and the Class A-3 Notes, the “Class A Notes”), $66,220,000 Class B 5.56% Asset Backed Notes (the “Class B Notes” and, collectively with the Class A Notes, the “Publicly Offered Notes”), $61,670,000 Class C 5.63% Asset Backed Notes (the “Class C Notes”) and $38,050,000 Class D 5.71% Asset Backed Notes (the “Class D Notes” and, collectively with the Class C Notes and the Publicly Offered Notes, the “Notes”), and an Asset Backed Certificate (the “Certificate”), on May 16, 2024 (the “Closing Date”). The Publicly Offered Notes will be registered under the Registration Statement filed by the Depositor with the Securities and Exchange Commission under file number 333-261801 (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 an exchange note, which will be backed by a designated pool of automobile, light truck and utility vehicle leases and the corresponding leased vehicles (the “Receivables”). The Publicly Offered Notes will be sold to BMO Capital Markets Corp. (“BMO Capital Markets”), BofA Securities, Inc. (“BofA”), Deutsche Bank Securities Inc. (“Deutsche Bank”), Goldman Sachs & Co. LLC (“Goldman Sachs”), RBC Capital Markets, LLC (“RBC Capital Markets” and, collectively with BMO Capital Markets, BofA, Deutsche Bank and Goldman Sachs, the “Representatives”), BNP Paribas Securities Corp. (“BNP Paribas”), CIBC World Markets Corp. (“CIBC”), MUFG Securities Americas Inc. (“MUFG”) and Scotia Capital (USA) Inc. (“Scotiabank” and, collectively with the Representatives, BNP Paribas, CIBC and MUFG, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of May 7, 2024 (the “Underwriting Agreement”), among GM Financial, the Depositor and the Representatives.
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 4.3, dated as of March 22, 2024, as amended and restated as of April 2, 2024 (the “Trust Agreement”), between the Depositor and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The Notes will be issued pursuant to the Indenture attached hereto as Exhibit 4.1, dated as of April 2, 2024 (the “Indenture”), between the Issuing Entity and Computershare Trust Company, N.A. (“Computershare”), as indenture trustee (in such capacity, the “Indenture Trustee”).
Pursuant to the 2024-2 Exchange Note Supplement attached hereto as Exhibit 4.5, dated as of April 2, 2024 (the “Exchange Note Supplement”), ACAR Leasing Ltd. (the “Titling Trust”), as borrower, GM Financial, as lender and as servicer (in such capacity, the “Servicer”) and
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