Attached files

file filename
EX-4.1 - INDENTURE - AFS SenSub Corp.d248657dex41.htm
EX-1.1 - UNDERWRITING AGREEMENT - AFS SenSub Corp.d248657dex11.htm
EX-4.2 - AMENDED AND RESTATED TRUST AGREEMENT - AFS SenSub Corp.d248657dex42.htm
EX-10.1 - PURCHASE AGREEMENT - AFS SenSub Corp.d248657dex101.htm
EX-10.3 - LOCKBOX ACCOUNT AGREEMENT - AFS SenSub Corp.d248657dex103.htm
EX-10.4 - LOCKBOX PROCESSING AGREEMENT - AFS SenSub Corp.d248657dex104.htm
EX-10.2 - CUSTODIAN AGREEMENT - AFS SenSub Corp.d248657dex102.htm
EX-4.3 - SALE AND SERVICING AGREEMENT - AFS SenSub Corp.d248657dex43.htm

 

 

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)

October 26, 2011

 

 

AmeriCredit Automobile Receivables Trust 2011-5

(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)

 

 

 

Delaware   333-170231-04   45-6519733

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

c/o AmeriCredit Financial Services, Inc.

Attention: J. Michael May, Esq.

801 Cherry Street, Suite 3500

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, will cause a newly formed issuing entity, AmeriCredit Automobile Receivables Trust 2011-5 (the “Issuing Entity”), to issue $147,300,000 Class A-1 0.43326% Asset Backed Notes (the “Class A-1 Notes”), $344,600,000 Class A-2 1.19% Asset Backed Notes (the “Class A-2 Notes”), $145,983,000 Class A-3 1.55% Asset Backed Notes (the “Class A-3 Notes”), $69,231,000 Class B 2.45% Asset Backed Notes (the “Class B Notes”), $85,943,000 Class C 3.44% Asset Backed Notes (the “Class C Notes”), $84,510,000 Class D 5.05% Asset Backed Notes (the “Class D Notes”, and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes and the Class C Notes, the “Publicly Offered Notes”), and $22,433,000 Class E 6.76% Asset Backed Notes and an Asset Backed Certificate (the “Certificate”), on November 2, 2011 (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 Publicly Offered 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 Deutsche Bank Securities Inc. (“Deutsche”), Morgan Stanley & Co. LLC (“Morgan Stanley”), RBS Securities Inc. (“RBS”) and UBS Securities LLC (“UBS” and collectively with Deutsche, Morgan Stanley and RBS, the “Representatives”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Wells Fargo Securities, LLC (“WFS” and collectively with the Representatives, Credit Suisse and J.P. Morgan, the “Underwriters”) pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of October 26, 2011 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub 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 4.2, dated as of October 4, 2011, as amended and restated as of October 26, 2011 (the “Trust Agreement”), between AFS SenSub and Wilmington Trust Company (“WTC”), as Owner Trustee. The Publicly Offered Notes will be issued pursuant to the Indenture, attached hereto as Exhibit 4.1, dated as of October 26, 2011 (the “Indenture”), between the Issuing Entity and Wells Fargo Bank, National Association (“Wells Fargo”), 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 October 26, 2011 (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 October 26, 2011 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and Wells Fargo, as Backup Servicer and Trust Collateral Agent.

 

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AmeriCredit, 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 Custodian Agreement, attached hereto as Exhibit 10.2, dated as of October 26, 2011 (the “Custodian Agreement”), among AmeriCredit and Wells Fargo. JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) will agree to provide its banking services for the deposit of remittances related to the Receivables pursuant to the Lockbox Account Agreement, attached hereto as Exhibit 10.3, dated as of October 26, 2011 (the “Lockbox Account Agreement”), among Wells Fargo, as Trustee, AmeriCredit and JPMorgan Chase, as Processor, and Regulus Group II LLC (“Regulus”) will agree to collect and deposit remittances related to the Receivables into the lockbox account pursuant to the Lockbox Processing Agreement, attached hereto as Exhibit 10.4, dated October 26, 2011 (the “Lockbox Processing Agreement”), among Wells Fargo, as Trustee, AmeriCredit and Regulus.

 

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

 

(a) Not applicable.

 

(b) Not applicable.

 

(c) Not applicable.

 

(d) Exhibits:

1.1 Underwriting Agreement, dated as of October 26, 2011, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and the Representatives.

4.1 Indenture, dated as of October 26, 2011, between the Issuing Entity and Wells Fargo, as Trustee and Trust Collateral Agent.

4.2 Amended and Restated Trust Agreement, dated as of October 26, 2011, between AFS SenSub and WTC, as Owner Trustee.

4.3 Sale and Servicing Agreement, dated as of October 26, 2011, among the Issuing Entity, AmeriCredit, as Servicer, AFS SenSub and Wells Fargo, as Backup Servicer and Trust Collateral Agent.

10.1 Purchase Agreement, dated as of October 26, 2011, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser.

10.2 Custodian Agreement, dated as of October 26, 2011, between AmeriCredit, as Custodian and Wells Fargo.

10.3 Lockbox Account Agreement, dated as of October 26, 2011, among AmeriCredit, Wells Fargo, as Trustee, and JPMorgan Chase Bank, N.A., as Processor.

10.4 Lockbox Processing Agreement, dated October 26, 2011, among AmeriCredit, Wells Fargo, as Trustee and Regulus Group II LLC, as Processor.

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).

 

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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.

 

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2011-5
By:   AmeriCredit Financial Services, Inc., as Servicer
    By:  

/s/ J. Michael May

    Name:   J. Michael May
    Title:   Executive Vice President, Chief Legal Officer and Secretary

Dated: October 28, 2011

 

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EXHIBIT INDEX

 

Exhibit
No.

  

Description

  1.1    Underwriting Agreement, dated as of October 26, 2011, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller and Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBS Securities Inc. and UBS Securities LLC, as Representatives of the Underwriters.
  4.1    Indenture, dated as of October 26, 2011, between AmeriCredit Automobile Receivables Trust 2011-5, as Issuing Entity, and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent.
  4.2    Amended and Restated Trust Agreement, dated as of October 26, 2011, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee.
  4.3    Sale and Servicing Agreement, dated as of October 26, 2011, 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.
10.1    Purchase Agreement, dated as of October 26, 2011, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser.
10.2    Custodian Agreement, dated as of October 26, 2011, between AmeriCredit Financial Services, Inc., as Custodian, and Wells Fargo Bank, National Association, as Trust Collateral Agent.
10.3    Lockbox Account Agreement, dated as of October 26, 2011, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and JPMorgan Chase Bank, N.A., as Processor.
10.4    Lockbox Processing Agreement, dated as of October 26, 2011, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and Regulus Group II LLC, as Processor.
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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