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GM Financial Automobile Leasing Trust 2019-3

Filed: 20 Aug 19, 5:05pm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form8-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)

August 14, 2019

GM Financial Automobile Leasing Trust2019-3

(Exact name of registrant as specified in its charter)

GMF Leasing LLC

(Exact name of depositor as specified in its charter)

AmeriCredit Financial Services, Inc.

(Exact name of sponsor as specified in its charter)

 

Delaware

(State or Other Jurisdiction of
Incorporation)

 

333-229068-03

(Commission File

Number)

 

84-6511960

(I.R.S. Employer

Identification No.)

c/o  AmeriCredit Financial Services, Inc.

Attention: Frank E. Brown III, Esq.

801 Cherry Street, Suite 3500

Fort Worth, Texas

(Address of Principal Executive Offices)

  

76102

(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 Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12)

Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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, have caused a newly formed issuing entity, GM Financial Automobile Leasing Trust2019-3 (the “Issuing Entity”), to issue $180,000,000Class A-1 2.19983% Asset Backed Notes (the “ClassA-1 Notes”), $265,000,000Class A-2-A 2.09% Asset Backed Notes (the “ClassA-2-A Notes”), $75,000,000Class A-2-B Floating Rate Asset Backed Notes (the “ClassA-2-B Notes” and together with theClass A-2-A Notes, the “ClassA-2 Notes”), $280,000,000Class A-3 2.03% Asset Backed Notes (the “ClassA-3 Notes”), $81,150,000Class A-4 2.03% Asset Backed Notes (the “ClassA-4 Notes” and together with theClass A-1 Notes, theClass A-2 Notes and theClass A-3 Notes, the “Class A Notes”), $47,550,000 Class B 2.16% Asset Backed Notes (the “Class B Notes”), $44,280,000 Class C 2.35% Asset Backed Notes (the “Class C Notes” and, collectively with the Class A Notes and the Class B Notes, the “Publicly Offered Notes”) and $27,330,000 Class D 2.44% Asset Backed Notes (the “Class D Notes” and, together with the Publicly Offered Notes, the “Notes”), and an Asset Backed Certificate (the “Certificate”), on August 14, 2019 (the “Closing Date”). The Publicly Offered Notes are registered under the Registration Statement filed by the Depositor with the Securities and Exchange Commission under file number333-229068 (the “Registration Statement”). This Current Report on Form8-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, backed by a designated pool of car, light truck and utility vehicle leases and the corresponding leased vehicles (the “Receivables”). The Publicly Offered Notes were sold to BofA Securities, Inc. (“BofA Merrill Lynch”), Citigroup Global Markets Inc. (“Citigroup”), Mizuho Securities USA LLC (“Mizuho Securities”) and SMBC Nikko Securities America, Inc. (“SMBC Nikko” and, collectively with BofA Merrill Lynch, Citigroup and Mizuho Securities, the “Representatives”), CIBC World Markets Corp. (“CIBC Capital Markets”), Lloyds Securities Inc. (“Lloyds Securities”), NatWest Markets Securities Inc. (“NatWest Markets”), RBC Capital Markets, LLC (“RBC Capital Markets”) and Scotia Capital (USA) Inc. (“Scotiabank” and collectively with the Representatives, CIBC Capital Markets, Lloyds Securities, NatWest Markets and RBC Capital Markets, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto asExhibit 1.1, dated as of August 6, 2019 (the “Underwriting Agreement”), among GM Financial, the Depositor and the Representatives.

 

Item 8.01.

Other Events.

The Issuing Entity was formed, and the Certificate was issued, pursuant to the Trust Agreement attached hereto asExhibit 4.2, dated as of June 25, 2019, as amended and restated as of June 30, 2019 (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 asExhibit 4.1, dated as of June 30, 2019 (the “Indenture”), between the Issuing Entity and Wells Fargo Bank, National Association (“Wells Fargo”), as indenture trustee (in such capacity, the “Indenture Trustee”).

Pursuant to the2019-3 Exchange Note Supplement attached hereto asExhibit 4.5, dated as of June 30, 2019 (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 Wells Fargo, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (the “Administrative Agent”), the Titling Trust issued an Exchange Note (the “Exchange Note”) to GM Financial on August 14, 2019 (the “Closing Date”) and designated a designated pool of collateral lease agreements and collateral leased vehicles (the “Designated Pool”) to support the Exchange Note.

Pursuant to the2019-3 Exchange Note Sale Agreement attached hereto asExhibit 10.1, dated as of June 30, 2019 (the “Exchange Note Sale Agreement”), between GM Financial and the Depositor, on the Closing Date, GM Financial sold to the Depositor, and the Depositor purchased from GM Financial, all of GM Financial’s right, title and interest in, to and under the Exchange Note and the proceeds thereof without recourse. Pursuant to the2019-3 Exchange Note Transfer Agreement attached hereto asExhibit 10.2, dated as of June 30, 2019 (the “Exchange Note Transfer Agreement”), between the Depositor and the Issuing Entity, on the Closing Date the Depositor sold to the Issuing Entity and the Issuing Entity purchased from the Depositor, all of the Depositor’s right, title and interest in, to and under the Exchange Note and the proceeds thereof without recourse. Pursuant to the Indenture, on the Closing Date the Issuing Entity issued the Notes to the Depositor as partial payment for the Exchange Note and granted a security interest in the Exchange Note and all other indenture collateral to the Indenture Trustee for the benefit of the Underwriters.

Pursuant to the Underwriting Agreement, the Depositor sold the Publicly Offered Notes to the Underwriters.

GM Financial, as Servicer, has agreed to perform servicing duties with regard to the Receivables pursuant to the2019-3 Servicing Supplement attached hereto as Exhibit 10.4, dated as of June 30, 2019 (the ��Servicing Supplement”), among the Titling Trust, the Servicer, APGO Trust, as settlor (the “Settlor”), the Collateral Agent and the Indenture Trustee, and has also agreed to serve as custodian of the Receivables pursuant to the Servicing Supplement.

 

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 August 6, 2019, among GM Financial, the Depositor and the Representatives (see Exhibit 1.1 to the Form8-K filed on August  8, 2019, in connection with Registration Statement Nos.333-229068 and333-229068-03, which is incorporated by reference herein).

4.1       Indenture, dated as of June  30, 2019, between the Issuing Entity and the Indenture Trustee.

4.3       Amended and Restated Trust Agreement, dated as of June 30, 2019, between the Depositor and the Owner Trustee.

 

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4.5      2019-3 Exchange Note Supplement, dated as of June 30, 2019, among the Titling Trust, GM Financial, as lender, the Servicer, the Collateral Agent and the Administrative Agent.

10.1     2019-3 Exchange Note Sale Agreement, dated as of June 30, 2019, between the GM Financial and the Depositor.

10.2     2019-3 Exchange Note Transfer Agreement, dated as of June 30, 2019, between the Depositor and the Issuing Entity.

10.4     2019-3 Servicing Supplement, dated as of June 30, 2019, among the Titling Trust, the Servicer, the Settlor, the Collateral Agent and the Indenture Trustee.

10.5     Asset Representations Review Agreement, dated June  30, 2019, among the Issuing Entity, GM Financial, as Servicer, and Clayton, as Asset Representations Reviewer.

99.1     Administration Agreement, dated as of June 30, 2019, among the Depositor, GM Financial, as administrator, and the Indenture Trustee.

 

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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.

 

GM FINANCIAL AUTOMOBILE LEASING

TRUST2019-3

By: AmeriCredit Financial Services, Inc. d/b/a GM
Financial, as Servicer
By: /s/ Frank E. Brown III                                           
Name:  Frank E. Brown III
Title: 

Senior Vice President, Corporate Counsel and Secretary

Dated: August 20, 2019

 

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