GM Financial Automobile Leasing Trust 2021-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 17, 2021
GM Financial Automobile Leasing Trust 2021-1
(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)
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification
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)
Registrant’s telephone number including area code - (817) 302-7000
(Former name or former address, if changed since last report)
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)
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|
|Name of each exchange on which registered|
Emerging growth company ☐
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 2021-1 (the “Issuing Entity”), to issue $192,000,000 Class A-1 0.11542% Asset Backed Notes (the “Class A-1 Notes”), $543,750,000 Class A-2 0.17% Asset Backed Notes (the “Class A-2 Notes”), $483,730,000 Class A-3 0.26% Asset Backed Notes (the “Class A-3 Notes”), $102,200,000 Class A-4 0.33% Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), $71,330,000 Class B 0.54% Asset Backed Notes (the “Class B Notes”), $66,410,000 Class C 0.70% Asset Backed Notes (the “Class C Notes”) and $41,000,000 Class D 1.01% Asset Backed Notes (the “Class D Notes” and, collectively with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”), and an Asset Backed Certificate (the “Certificate”), on February 24, 2021 (the “Closing Date”). The Notes will be registered under the Registration Statement filed by the Depositor with the Securities and Exchange Commission under file number 333-229068 (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 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 Notes will be sold to Citigroup Global Markets Inc. (“Citigroup”), Lloyds Securities Inc. (“Lloyds Securities”), RBC Capital Markets, LLC (“RBC Capital Markets”) and Wells Fargo Securities, LLC (“Wells Fargo Securities” and, collectively with Citigroup, Lloyds Securities and RBC Capital Markets, the “Representatives”), BofA Securities, Inc. (“BofA Securities”), J.P. Morgan Securities LLC (“J.P. Morgan”), MUFG Securities Americas Inc. (“MUFG”), Scotia Capital (USA) Inc. (“Scotiabank”) and TD Securities (USA) LLC (“TD Securities” and, collectively with the Representatives, BofA Securities, J.P. Morgan, MUFG and Scotiabank, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of February 17, 2021 (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 December 11, 2020, as amended and restated as of January 5, 2021 (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 January 5, 2021 (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 the 2021-1 Exchange Note Supplement attached hereto as Exhibit 4.5, dated as of January 5, 2021 (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 will issue an Exchange Note (the “Exchange
Note”) to GM Financial on February 24, 2021 (the “Closing Date”) and will designate a designated pool of collateral lease agreements and collateral leased vehicles (the “Designated Pool”) to support the Exchange Note.
Pursuant to the 2021-1 Exchange Note Sale Agreement attached hereto as Exhibit 10.1, dated as of January 5, 2021 (the “Exchange Note Sale Agreement”), between GM Financial and the Depositor, on the Closing Date, GM Financial will sell to the Depositor, and the Depositor will purchase 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 the 2021-1 Exchange Note Transfer Agreement attached hereto as Exhibit 10.2, dated as of January 5, 2021 (the “Exchange Note Transfer Agreement”), between the Depositor and the Issuing Entity, on the Closing Date the Depositor will sell to the Issuing Entity and the Issuing Entity will purchase 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 will issue the Notes to the Depositor as partial payment for the Exchange Note and will grant 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 will sell the Notes to the Underwriters.
GM Financial, as Servicer, will agree to perform servicing duties with regard to the Receivables pursuant to the 2021-1 Servicing Supplement attached hereto as Exhibit 10.4, dated as of January 5, 2021 (the “Servicing Supplement”), among the Titling Trust, the Servicer, APGO Trust, as settlor (the “Settlor”), the Collateral Agent and the Indenture Trustee, and will also agree to serve as custodian of the Receivables pursuant to the Servicing Supplement.
The Issuing Entity will engage Clayton Fixed Income Services LLC (“Clayton”) as Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, attached hereto as Exhibit 10.5, dated as of January 5, 2021 (the “Asset Representations Review Agreement”), among the Issuing Entity, GM Financial, as Servicer, and Clayton, as asset representations reviewer (the “Asset Representations Reviewer”). The Asset Representations Reviewer will agree to perform reviews of certain Receivables for compliance with the representations and warranties made by GM Financial and the Depositor about the Receivables.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
GM FINANCIAL AUTOMOBILE LEASING
|AmeriCredit Financial Services, Inc. d/b/a GM Financial, as Servicer|
By: /s/ Frank E. Brown III
Frank E. Brown III
|Senior Vice President, Corporate Counsel and Secretary|
Dated: February 19, 2021