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)
August 18, 2021
GM Financial Automobile Leasing Trust 2021-3
(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)
|(State or Other Jurisdiction of Incorporation)|
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)
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))
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|
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 Rule 12b-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. ☐
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 Trust 2021-3 (the “Issuing Entity”), to issue $207,000,000 Class A-1 0.12945% Asset Backed Notes (the “Class A-1 Notes”), $429,000,000 Class A-2 0.24% Asset Backed Notes (the “Class A-2 Notes”), $429,000,000 Class A-3 0.39% Asset Backed Notes (the “Class A-3 Notes”), $90,920,000 Class A-4 0.50% 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”), $46,650,000 Class B 0.76% Asset Backed Notes (the “Class B Notes”), $48,020,000 Class C 1.03% Asset Backed Notes (the “Class C Notes” and, collectively with the Class A Notes and the Class B Notes, the “Publicly Offered Notes”) and the $45,960,000 Class D 1.16% Asset Backed Notes (the “Class D Notes” and, collectively with the Publicly Offered Notes, the “Notes”), and an Asset Backed Certificate (the “Certificate”), on August 18, 2021 (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 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 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 duty truck and utility vehicle leases and the corresponding leased vehicles (the “Lease Assets”). The Publicly Offered Notes were sold to CIBC World Markets Corp. (“CIBC Capital Markets”), Citigroup Global Markets Inc. (“Citigroup”), J.P. Morgan Securities LLC (“J.P. Morgan”) and SMBC Nikko Securities America, Inc. (“SMBC Nikko” and, collectively with CIBC Capital Markets, Citigroup and J.P. Morgan, the “Representatives”), BMO Capital Markets Corp. (“BMO Capital Markets”), Goldman Sachs & Co. LLC, MUFG Securities Americas Inc. (“MUFG”), Scotia Capital (USA) Inc. (“Scotiabank”) and TD Securities (USA) LLC (“TD Securities” and, collectively with the Representatives, BMO Capital Markets, Goldman Sachs & Co. LLC, MUFG and Scotiabank, the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of August 10, 2021 (the “Underwriting Agreement”), among GM Financial, the Depositor and the Representatives.
The Issuing Entity was formed, and the Certificate was issued, pursuant to the Trust Agreement attached hereto as Exhibit 4.2, dated as of June 24, 2021, as amended and restated as of June 30, 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 June 30, 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 2021-3 Exchange Note Supplement attached hereto as Exhibit 4.5, dated as of June 30, 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 issued an Exchange Note (the “Exchange Note”) to GM Financial on 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 the 2021-3 Exchange Note Sale Agreement attached hereto as Exhibit 10.1, dated as of June 30, 2021 (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 the 2021-3 Exchange Note Transfer Agreement attached hereto as Exhibit 10.2, dated as of June 30, 2021 (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 Lease Assets pursuant to the 2021-3 Servicing Supplement attached hereto as Exhibit 10.4, dated as of June 30, 2021 (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 Lease Assets pursuant to the Servicing Supplement.
Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
1.1 Underwriting Agreement, dated as of August 10, 2021, among GM Financial, the Depositor and the Representatives (see Exhibit 1.1 to the Form 8-K filed on August 12, 2021, in connection with Registration Statement Nos. 333-229068 and 333-229068-09, which is incorporated by reference herein).
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 TRUST 2021-3|
|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 23, 2021