Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
CPS, Subsidiary, the Trust and others on July 28, 2021, entered into
a series of agreements that, among other things, created long-term obligations that are material to CPS, Subsidiary and the Trust. Under
these agreements (i) CPS sold the Initial Receivables to Subsidiary, and committed to sell the Subsequent Receivables to Subsidiary not
later than September 3, 2021, (ii) Subsidiary sold the Initial Receivables to the Trust, and committed to sell the Subsequent Receivables
to the Trust, (iii) the Trust deposited the Initial Receivables, and committed to deposit the Subsequent Receivables, with Wells Fargo
Bank, N.A. ("Wells Fargo"), as trustee of a grantor trust, receiving in return a certificate of beneficial interest (“CBI”)
representing beneficial ownership of the Receivables, (iv) the Trust pledged the CBI to Wells Fargo as indenture trustee for benefit of
the holders of the Notes (as defined below), (v) the Trust issued and sold $291.0 million of asset-backed Notes, in five classes (such
Notes collectively, the "Notes"), (vi) a portion of the proceeds from the sale of the Notes was pledged to Wells Fargo as trustee
for benefit of the holders of the Notes, to be used to fund the purchase price of the Subsequent Receivables, and (vii) a cash deposit
(the "Reserve Account") in the amount of 1.00% of the aggregate balance of the Initial Receivables was pledged for the benefit
of the holders of the Notes.
Security for the repayment of the Notes consists of the Initial Receivables
and, when and if sold, the Subsequent Receivables, and the rights to payments relating to the Receivables. The Receivables were purchased
by CPS from automobile dealers, and CPS will act as the servicer of the Receivables. Credit enhancement for the Notes consists of over-collateralization
and the Reserve Account. Wells Fargo will act as collateral agent and trustee on behalf of the secured parties, and is the backup servicer.
The Notes are obligations only of the Trust, and not of Subsidiary
nor of CPS. Nevertheless, the Notes are properly treated as long-term debt obligations of CPS. The sale and issuance of the Notes, treated
as secured financings for accounting and tax purposes, are treated as sales for all other purposes, including legal and bankruptcy purposes.
None of the assets of the Trust or Subsidiary are available to pay other creditors of CPS or its affiliates.
Upon completion of the anticipated August 2021 sale of the Subsequent
Receivables to the Trust, the Trust will hold a fixed pool of amortizing assets. The Trust is obligated to pay principal and interest
on the Notes on a monthly basis. Interest is payable at fixed rates on the outstanding principal balance of each of the five classes of
the Notes, and principal is payable by reference to the aggregate principal balance of the Receivables (adjusted for chargeoffs and prepayments,
among other things) and agreed required over-collateralization. The following table sets forth the interest rates and initial principal
amounts of the five classes of Notes:
Note Class
|
Interest Rate
|
|
Amount
|
Class A
|
0.33%
|
|
$ 126,000,000
|
Class B
|
0.84%
|
|
$ 51,450,000
|
Class C
|
1.21%
|
|
$ 45,150,000
|
Class D
|
1.69%
|
|
$ 44,100,000
|
Class E
|
3.21%
|
|
$ 24,300,000
|
The 2021-C transaction has initial credit enhancement consisting of
a cash deposit equal to 1.00% of the original receivable pool balance and overcollateralization of 3.00%. The final enhancement level
requires accelerated payment of principal on the Notes to reach overcollateralization of the lesser of 7.75% of the original receivable
pool balance (Initial Receivables and Subsequent Receivables, taken together), or 25.25% of the then outstanding pool balance, but in
no event less than 2.50% of the original receivable pool balance.
If an event of default were to occur under the agreements, the Trustee
would have the right to accelerate the maturity of the Notes, in which event the cash proceeds of the Receivables that otherwise would
be released to Subsidiary would instead be directed entirely toward repayment of the Notes. Events of default include such events as failure
to make required payments on the Notes, breaches of warranties, representations or covenants under any of the agreements or specified
bankruptcy-related events. In addition, if the Receivables (pledged as security for the Notes) were to experience net loss ratios that
are higher than specified levels, the existence of such a "trigger event" would also require that the cash proceeds of the Receivables
that otherwise would be released to Subsidiary would instead be directed to payment of principal on the Notes, until specified increased
levels of overcollateralization were achieved.
At such time as the aggregate outstanding principal balance of the
Receivables is less than 10% of the intended initial aggregate balance of $300.0 million, CPS will have the option to purchase the Trust
estate at fair market value, provided that such purchase price is sufficient to cause the Notes to be redeemed and paid in full, and to
cause other obligations of the Trust to be met.