UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF |
For the fiscal year ended December 31, 2020.2022.
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF |
For the transition period from to .
SANTANDER DRIVE AUTO RECEIVABLES TRUST 2019-3
(Exact name of issuing entity as specified in its charter)
Commission file number of the issuing entity: 333-228364-05
Central Index Key Number of issuing entity: 0001783326
SANTANDER DRIVE AUTO RECEIVABLES LLC
(Exact name of depositor as specified in its charter)
Commission file number of depositor: 333-228364
Central Index Key Number of depositor: 0001383094
SANTANDER CONSUMER USA INC.
(Exact name of sponsor as specified in its charter)
Central Index Key Number of sponsor: 0001540151
Delaware
(State or other jurisdiction of incorporation or organization of the issuing entity)
83-6838118
(I.R.S. Employer Identification No. of the issuing entity)
c/o Santander Drive Auto Receivables LLC
1601 Elm Street, Suite 800
Dallas, Texas 75201
(Address of principal executive offices)
(214) 292-1930
(Telephone number, including area code)
Securities Registered Pursuant to Section 12 (b) of the Securities Exchange Act of 1934: None
Securities Registered Pursuant to Section 12 (g) of the Securities Exchange Act of 1934: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not applicable
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the partPart of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
None
PART I
The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item | 1 | Business |
Item 1A | ||
| Risk Factors |
Item 2 | Properties |
Item | ||
| Legal Proceedings | |
|
Item 1B. |
|
Nothing to report.
Item 4. | Mine Safety Disclosures |
Not applicable.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)
Nothing to report.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers)
Nothing to report.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information)
Nothing to report.
Item 1117 of Regulation AB. Legal Proceedings.
Wells Fargo Bank, N.A. (“Wells Fargo Bank”), as the indenture trustee, has provided the following information:
Beginning on June 18,In December 2014, Phoenix Light SF Limited (“Phoenix Light”) and certain related entities filed a group of institutional investors filed civil complaintscomplaint in the Supreme Court of the State of New York, New York County, and later the U.S.United States District Court for the Southern District of New York alleging claims against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trustee for certaina number of residential mortgage backedmortgage-backed securities (“RMBS”) trusts. The complaints againstComplaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York and by IKB International and IKB Deutsche Industriebank in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, alleged that theN.A., as trustee, caused losses to investors, and assertedplaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to: (i)to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought included money damagesIn July 2022, the district court dismissed Phoenix Light’s claims and certain of the claims asserted by Commerzbank AG, and subsequently entered judgment in an unspecified amount, reimbursementeach case in favor of expenses, and equitable relief. In November 2018, Wells Fargo Bank, reached an agreement, in which it denied any wrongdoing,N.A. In August 2022, Phoenix Light and Commerzbank AG appealed the district court’s decision to resolve such claims on a classwide basisthe United States Court of Appeals for the 271 RMBS trusts at issue. On May 6, 2019, the court entered an order approving the settlement agreement. Separate lawsuits against Wells Fargo Bank making similar allegationsSecond Circuit. The Company previously settled two class actions filed by certain other institutional investors concerning several RMBS trusts in New York federal and state court are not coveredan action filed by the settlement agreement.
National Credit Union Administration with similar allegations. In addition, to the foregoing cases, in August 2014Park Royal I LLC and August 2015 Nomura Credit & Capital Inc. (“Nomura”) and Natixis Real Estate Holdings,Park Royal II LLC (“Natixis”)have filed a total of seven third-party complaints against Wells Fargo Banksubstantially similar lawsuits in New York state court. In the underlying first-party actions, Nomura and Natixis have been sued for alleged breaches of representations and warranties made in connection with residential mortgage-backed securities sponsored by them. In the third-party actions, Nomura and Natixis allege thatcourt alleging Wells Fargo Bank, N.A., as master servicer, primary servicer or securities administrator,trustee, failed to notify Nomura and Natixistake appropriate actions upon learning of their own breaches, failed to properly oversee the primary servicers, and failed to adhere to accepted servicing practices. Natixis additionally alleges that Wells Fargo Bank failed to perform default oversight duties. Wells Fargo Bank has asserted counterclaims alleging that Nomura and Natixis failed to provide Wells Fargo Bank notice of their representation and warranty breaches.
With respect to each of the foregoing litigations, Wells Fargo Bank believes plaintiffs’ claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the related RMBS trusts.
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PART II
The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item | 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Item 6 | [Reserved] |
Item | ||
| 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 |
Item 9A | ||
| Controls and Procedures |
Item 9B. |
|
None.
Santander Consumer USA Inc. (“SC”) is a wholly-owned subsidiary of Santander Consumer USA Holdings Inc. (“SC Holdings”). On February 24, 2021, SC Holdings filed its Annual Report on Form 10-K for the year ended December 31, 2020 and disclosed certain legal and regulatory matters. Additional information about SC Holdings and its consolidated subsidiaries, including information contained in required annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, is on file with the SEC under the name “Santander Consumer USA Holdings Inc.” and file number 001-36270.
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Not applicable.
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PART III
The following items have been omitted in accordance with General Instruction J to Form 10-K:
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 |
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria
Each of SC andSantander Consumer USA Inc., Wells Fargo Bank, National AssociationN.A. and Computershare Trust Company, N.A. (each, a “Servicing Participant”) have been identified by the issuing entity as parties participating in the servicing function with respect to the pool assets held by the issuing entity. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a “Report on Assessment”), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by one or more registered public accounting firms, which reports are also attached as exhibits to this Form 10-K.
None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participant.
Item 1123 of Regulation AB. Servicer Compliance Statements
SCSantander Consumer USA Inc. has been identified by the issuing entity as the servicer with respect to the asset pool held by the issuing entity. SCSantander Consumer USA Inc. has completed a statement of compliance with applicable servicing criteria (a “Compliance Statement”) signed by an authorized officer. The Compliance Statement is attached as an exhibit to this Form 10-K.
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PART IV
Item 15. Exhibits
Item 15. | Exhibit and Financial Statement Schedules |
(a)(1) |
| |
| Not Applicable. | |
(a)(2) | Not Applicable. | |
(a)(3) | See Item 15(b) below. |
(b) | ||
|
The exhibits listed below are either included or incorporated by reference as indicated:
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(c) | Not Applicable. |
Item 16. |
|
None.
Supplemental information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 20212023
SANTANDER DRIVE AUTO RECEIVABLES LLC, as depositor | ||
By: | /s/ Corey Henry | |
Name: | Corey Henry | |
Title: | President and Chief Executive Officer | |
(senior officer in charge of securitization of the depositor) |
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