Delaware | 86-6761976 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
AmeriCredit Financial Services, Inc. (as originator) | ||||||||
801 Cherry Street, Suite 3500 | ||||||||
Fort Worth, TX | 76102 | |||||||
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer ☐ | Accelerated filer ☐ | |||||||
Non-accelerated filer ☒ | Smaller reporting company ☐ | |||||||
Emerging growth company ☐ |
ITEM 1. | BUSINESS | ||||
ITEM 1A. | RISK FACTORS | ||||
ITEM 2. | PROPERTIES | ||||
ITEM 3. | LEGAL PROCEEDINGS |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | ||||
ITEM 6. | [RESERVED] | ||||
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | ||||
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | ||||
ITEM 9A. | CONTROLS AND PROCEDURES |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | ||||
ITEM 11. | EXECUTIVE COMPENSATION | ||||
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | ||||
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | ||||
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
(a) | (1) | Not applicable | ||||||
(2) | Not applicable | |||||||
(3) | As reported under clause (b) |
Exhibit Number | Description | |||||||
Indenture, dated as of June 16, 2021, between AmeriCredit Automobile Receivables Trust 2021-2 and Citibank, N.A., as Trustee and Trust Collateral Agent (incorporated by reference from Exhibit 4.1 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2021-2 (File No. 333-228632-08) with the SEC on June 17, 2021). | ||||||||
Amended and Restated Trust Agreement, dated as of June 16, 2021, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee (incorporated by reference from Exhibit 4.2 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2021-2 (File No. 333-228632-08) with the SEC on June 17, 2021). | ||||||||
Sale and Servicing Agreement, dated as of June 16, 2021, among AmeriCredit Automobile Receivables Trust 2021-2, as Issuer, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Citibank, N.A., as Trust Collateral Agent (incorporated by reference from Exhibit 4.3 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2021-2 (File No. 333-228632-08) with the SEC on June 17, 2021). | ||||||||
Purchase Agreement, dated as of June 16, 2021, between AmeriCredit Financial Services, Inc., as Seller and AFS SenSub Corp., as Purchaser (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2021-2 (File No. 333-228632-08) with the SEC on June 17, 2021). | ||||||||
Asset Representations Review Agreement, dated as of June 16, 2021, among AmeriCredit Automobile Receivables Trust 2021-2, AmeriCredit Financial Services, Inc., and Clayton Fixed Income Services LLC, as Asset Representation Reviewer (incorporated by reference from Exhibit 10.6 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2021-2 (File No. 333-228632-08) with the SEC on June 17, 2021). | ||||||||
Rule 13a-14(a)/15d-14(a) Certification (Section 302 Certification). | ||||||||
Management’s Assertion Regarding Compliance with Applicable Servicing Criteria concerning servicing activities of AmeriCredit Financial Services, Inc. and its subsidiaries for the year ended December 31, 2022. | ||||||||
Assessment of Compliance with Applicable Servicing Criteria (Citibank, N.A.). | ||||||||
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP). | ||||||||
Report of Independent Registered Public Accounting Firm (KPMG LLP). | ||||||||
Servicer Compliance Statement of AmeriCredit Financial Services, Inc. |
Exhibit Number | Description | |||||||
Management’s Assertion Regarding Compliance with Applicable Servicing Criteria concerning servicing activities of AmeriCredit Financial Services, Inc. and its subsidiaries for the year ended December 31, 2022. | ||||||||
Assessment of Compliance with Applicable Servicing Criteria (Citibank, N.A.). | ||||||||
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP). | ||||||||
Report of Independent Registered Public Accounting Firm (KPMG LLP). | ||||||||
Exhibit Number | Description | |||||||
Servicer Compliance Statement of AmeriCredit Financial Services, Inc. |
By: | AFS SENSUB CORP., | ||||||||||||||||
as Depositor | |||||||||||||||||
By: | /s/ Susan B. Sheffield | ||||||||||||||||
Name: | Susan B. Sheffield | ||||||||||||||||
Title: | Executive Vice President and Chief Financial Officer | ||||||||||||||||
Dated: | March 3, 2023 |
By: | /s/ Susan B. Sheffield | ||||||||||
Name: | Susan B. Sheffield | ||||||||||
Title: | Executive Vice President and Chief Financial Officer | ||||||||||
Date: | March 3, 2023 |
AmeriCredit Financial Services, Inc. | |||||
By: | /s/ Susan B. Sheffield | ||||
Name: | Susan B. Sheffield | ||||
Title: | Executive Vice President and Chief Financial Officer | ||||
Date: | March 3, 2023 | ||||
By: | /s/ Connie Coffey | ||||
Name: | Connie Coffey | ||||
Title: | Executive Vice President, Corporate Controller and Chief Accounting Officer | ||||
Date: | March 3, 2023 | ||||
By: | /s/ Ellen Billings | ||||
Name: | Ellen Billings | ||||
Title: | Senior Vice President and North America Controller | ||||
Date: | March 3, 2023 | ||||
By: | /s/ Randal L. Willis | ||||
Name: | Randal L. Willis | ||||
Title: | Senior Vice President, Securitization and Conduit Reporting | ||||
Date: | March 3, 2023 |
APPENDIX A | Applicable Servicing Criteria | |||||||||||||
Reference | Servicing Criteria | Performed Directly by AFSI | Performed by Vendors for which AFSI is the Responsible Party | Inapplicable Servicing Criteria | ||||||||||
General Servicing Considerations | ||||||||||||||
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | XX | ||||||||||||
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. | XX | ||||||||||||
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | XX | ||||||||||||
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | XX | ||||||||||||
1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. | XX | ||||||||||||
Cash Collection and Administration | ||||||||||||||
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. | XX | XX | |||||||||||
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | XX | ||||||||||||
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | XX | ||||||||||||
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | XX | ||||||||||||
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of §240.13k-1(b)(1) of this chapter. | XX | ||||||||||||
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | XX | ||||||||||||
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | XX | ||||||||||||
APPENDIX A | Applicable Servicing Criteria | |||||||||||||
Reference | Servicing Criteria | Performed Directly by AFSI | Performed by Vendors for which AFSI is the Responsible Party | Inapplicable Servicing Criteria | ||||||||||
Investor Remittances and Reporting | ||||||||||||||
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with the timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with the investors' or trustee's records as to the total unpaid principal balance and number of pool assets serviced by the servicer. | XX | ||||||||||||
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | XX | ||||||||||||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the servicer's investor records, or such other number of days specified in the transaction agreements. | XX | ||||||||||||
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | XX | ||||||||||||
Pool Asset Administration | ||||||||||||||
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | XX | XX | |||||||||||
1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements. | XX | XX | |||||||||||
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | XX | ||||||||||||
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | XX | XX | |||||||||||
1122(d)(4)(v) | The servicer's records regarding the pool assets agree with the servicer's records with respect to an obligor's unpaid principal balance. | XX | ||||||||||||
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor's pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | XX | ||||||||||||
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | XX |
APPENDIX A | Applicable Servicing Criteria | |||||||||||||
Reference | Servicing Criteria | Performed Directly by AFSI | Performed by Vendors for which AFSI is the Responsible Party | Inapplicable Servicing Criteria | ||||||||||
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | XX | ||||||||||||
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | XX | ||||||||||||
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with the applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. | XX | ||||||||||||
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | XX | ||||||||||||
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. | XX | ||||||||||||
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. | XX | ||||||||||||
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | XX | ||||||||||||
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements. | XX |
Trustee | Securitization | |||||||
1. | Citibank | AmeriCredit Automobile Receivables Trust 2017-3 | ||||||
2. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2017-4 | ||||||
3. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2018-1 | ||||||
4. | Citibank | AmeriCredit Automobile Receivables Trust 2018-2 | ||||||
5. | Citibank | AmeriCredit Automobile Receivables Trust 2018-3 | ||||||
6. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2019-1 | ||||||
7. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2019-2 | ||||||
8. | Citibank | AmeriCredit Automobile Receivables Trust 2019-3 | ||||||
9. | Citibank | AmeriCredit Automobile Receivables Trust 2020-1 | ||||||
10. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2020-2 | ||||||
11. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2020-3 | ||||||
12. | Citibank | AmeriCredit Automobile Receivables Trust 2021-1 | ||||||
13. | Citibank | AmeriCredit Automobile Receivables Trust 2021-2 | ||||||
14. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2021-3 | ||||||
15. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2022-1 | ||||||
16. | Citibank | AmeriCredit Automobile Receivables Trust 2022-2 | ||||||
17. | Wells Fargo Bank | GM Financial Consumer Automobile Receivables Trust 2018-2 | ||||||
18. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2018-3 | ||||||
19. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2018-4 | ||||||
20. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2019-1 | ||||||
21. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2019-2 | ||||||
22. | Wells Fargo Bank | GM Financial Consumer Automobile Receivables Trust 2019-3 | ||||||
23. | Wells Fargo Bank | GM Financial Consumer Automobile Receivables Trust 2019-4 | ||||||
24. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2020-1 | ||||||
25. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2020-2 | ||||||
26. | Wells Fargo Bank | GM Financial Consumer Automobile Receivables Trust 2020-3 | ||||||
27. | Wells Fargo Bank | GM Financial Consumer Automobile Receivables Trust 2020-4 | ||||||
28. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2021-1 | ||||||
29. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2021-2 | ||||||
30. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2021-3 | ||||||
31. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2021-4 | ||||||
32. | Citibank | GM Financial Consumer Automobile Receivables Trust 2022-1 | ||||||
33. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2022-2 | ||||||
34. | Citibank | GM Financial Consumer Automobile Receivables Trust 2022-3 | ||||||
35. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2022-4 | ||||||
36. | Computershare | GM Financial Automobile Leasing Trust 2020-1 | ||||||
37. | Computershare | GM Financial Automobile Leasing Trust 2020-2 | ||||||
38. | Computershare | GM Financial Automobile Leasing Trust 2020-3 | ||||||
39. | Computershare | GM Financial Automobile Leasing Trust 2021-1 | ||||||
40. | Computershare | GM Financial Automobile Leasing Trust 2021-2 | ||||||
41. | Computershare | GM Financial Automobile Leasing Trust 2021-3 | ||||||
42. | Computershare | GM Financial Automobile Leasing Trust 2022-1 | ||||||
43. | Computershare | GM Financial Automobile Leasing Trust 2022-2 | ||||||
44. | Computershare | GM Financial Automobile Leasing Trust 2022-3 |
By: | /s/ Connie Coffey | Dated: | March 3, 2023 | |||||||||||
Connie Coffey | ||||||||||||||
Executive Vice President, Corporate Controller and Chief Accounting Officer |