Attached files
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 10, 2009
AmeriCredit Prime Automobile Receivables Trust 2009-1
(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 | 333-140931-03 | 27-6267459 | ||
| (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, have caused a newly formed issuing entity, AmeriCredit Prime Automobile Receivables Trust 2009-1 (the “Issuing Entity”), to issue $58,000,000 Class A-1 0.33063% Asset Backed Notes, $67,000,000 Class A-2 1.40% Asset Backed Notes, $48,000,000 Class A-3 2.21% Asset Backed Notes, $28,726,000 Class A-4 2.90% Asset Backed Notes, $13,988,000 Class B 3.76% Asset Backed Notes and $11,779,000 Class C 4.99% Asset Backed Notes (collectively, the “Notes”) and an Asset Backed Certificate (the “Certificate”), on November 10, 2009 (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 as Exhibit 4.2, dated as of October 14, 2009, as amended and restated as of October 21, 2009 (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 October 21, 2009 (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 J.P. Morgan Securities Inc., RSB Securities Inc. and Wells Fargo Securities, LLC (the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of October 30, 2009 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub, J.P. Morgan Securities Inc., RSB Securities Inc. and Wells Fargo Securities, LLC, as a representatives of the Underwriters (the “Representatives”).
The Notes evidence indebtedness of the Issuing Entity, the assets of which consist primarily of prime and near-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 as Exhibit 10.1, dated as of October 21, 2009 (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 October 21, 2009 (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 as Exhibit 10.3, dated as of October 21, 2009 (the “Custodian Agreement”), among AmeriCredit and Wells Fargo. JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) has agreed to provide its banking services for the deposit of remittances related to the Receivables pursuant to the Lockbox Account Agreement, attached hereto as Exhibit 10.9, dated as of October 21, 2009 (the “Lockbox Account Agreement”), among Wells Fargo, as Trustee, AmeriCredit and JPMorgan Chase, as Processor, and Regulus Group II LLC (“Regulus”) has agreed to collect and deposit remittances related to the Receivables into the lockbox account pursuant to the Lockbox Processing Agreement, attached hereto as Exhibit 10.10, dated October 21, 2009 (the “Lockbox Processing Agreement”), among Wells Fargo, as Trustee, AmeriCredit and Regulus.
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| 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 30, 2009, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and the Representatives (see Exhibit 1.1 to Form 8-K filed on November 3, 2009, in connection with Registration Statement No. 333-140931, which is incorporated by reference herein). | |
| 4.1 | Indenture, dated as of October 21, 2009, between the Issuing Entity and Wells Fargo, as Trustee and Trust Collateral Agent. | |
| 4.2 | Amended and Restated Trust Agreement, dated as of October 21, 2009, between AFS SenSub and WTC, as Owner Trustee. | |
| 4.3 | Sale and Servicing Agreement, dated as of October 21, 2009, 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 10, 2009, in connection with Registration Statement Nos. 333-140931 and 333-140931-03, 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 10, 2009, in connection with Registration Statement Nos. 333-140931 and 333-140931-03, which is incorporated by reference herein). | |
| 10.1 | Purchase Agreement, dated as of October 21, 2009, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser. | |
| 10.3 | Custodian Agreement, dated as of October 21, 2009, between AmeriCredit, as Custodian and Wells Fargo. | |
| 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 | Lockbox Account Agreement, dated as of October 21, 2009, among AmeriCredit, Wells Fargo, as Trustee, and JPMorgan Chase Bank, N.A., as Processor. | |
| 10.10 | Lockbox Processing Agreement, dated October 21, 2009, among AmeriCredit, Wells Fargo, as Trustee and Regulus Group II LLC, as Processor. | |
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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 PRIME AUTOMOBILE RECEIVABLES TRUST 2009-1 | ||||
| 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: November 16, 2009
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of October 30, 2009, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller, J.P. Morgan Securities Inc., as a representatives of the Underwriters, RSB Securities Inc., as a representatives of the Underwriters, and Wells Fargo Securities, LLC, as a representative of the Underwriters (the “Representative”) (see Exhibit 1.1 to Form 8-K filed on November 3, 2009, in connection with Registration Statement No. 333-140931, which is incorporated by reference herein). | |
| 4.1 | Indenture, dated as of October 21, 2009, between AmeriCredit Prime Automobile Receivables Trust 2009-1, 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 21, 2009, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee. | |
| 4.3 | Sale and Servicing Agreement, dated as of October 21, 2009, 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. | |
| 5.1 | Opinion of Dewey & LeBoeuf LLP with respect to validity (see Exhibit 5.1 to Form 8-K filed on November 10, 2009, in connection with Registration Statement Nos. 333-140931 and 333-140931-03, 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 10, 2009, in connection with Registration Statement Nos. 333-140931 and 333-140931-03, which is incorporated by reference herein). | |
| 10.1 | Purchase Agreement, dated as of October 21, 2009, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser. | |
| 10.3 | Custodian Agreement, dated as of October 21, 2009, between AmeriCredit Financial Services, Inc., as Custodian, and Wells Fargo Bank, National Association, as Trust Collateral Agent. | |
| 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 | Lockbox Account Agreement, dated as of October 21, 2009, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and JPMorgan Chase Bank, N.A., as Processor. | |
| 10.10 | Lockbox Processing Agreement, dated as of October 21, 2009, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and Regulus Group II LLC, as Processor. | |
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