UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 17, 2011
| | | | |
Commission File Number | | Registrant, State of Incorporation; Address; Telephone Number | | I.R.S. Employer
Identification Number |
| | |
| 001-14759 | | DRIVETIME AUTOMOTIVE GROUP, INC. (A Delaware Corporation) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | 86-0721358 |
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| 333-169730 | | DT ACCEPTANCE CORPORATION (An Arizona Corporation) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | 82-0587346 |
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| 333-169730-04 | | DRIVETIME SALES AND FINANCE COMPANY,
LLC (An Arizona Limited Liability Company) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | 86-0657074 |
| | |
| 333-169730-06 | | DRIVETIME CAR SALES COMPANY, LLC (An Arizona Limited Liability Company) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | 86-0683232 |
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 (see General Instruction A.2.):
| ¨ | 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment No. 8 to the Third Amended and Restated Loan and Security Agreement
On October 17, 2011, DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG”), entered into Amendment No. 8 to the Third Amended and Restated Loan and Security Agreement (the “Inventory Amendment”), amending the Third Amended and Restated Loan and Security Agreement, dated August 10, 2009, by and among DTAG, DriveTime Sales and Finance Company, LLC, an Arizona limited liability company, as successor in interest to DriveTime Sales and Finance Corporation, DriveTime Car Sales Company, LLC, an Arizona limited liability company, as successor in interest to DriveTime Car Sales, Inc. (collectively, the “Borrowers”), Santander Consumer USA Inc., an Illinois corporation, as a lender, and as the agent for the lenders, and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender (the “Inventory Agreement”).
The Inventory Amendment amends the definition in the Inventory Agreement of “Termination Date” to extend the date of termination from October 19, 2011 to October 31, 2011.
The foregoing description of the Inventory Agreement and the Inventory Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Inventory Agreement, which was filed as Exhibit 10.9.1 to the Registration Statement on Form S-4 filed on October 1, 2010 and the Inventory Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
| |
| 10.1 | | Amendment No. 8, dated October 17, 2011, to the Third Amended and Restated Loan and Security Agreement, dated August 10, 2009, by and among DriveTime Automotive Group, Inc., a Delaware corporation, DriveTime Sales and Finance Company, LLC, an Arizona limited liability company, as successor in interest to DriveTime Sales and Finance Corporation, DriveTime Car Sales Company, LLC, an Arizona limited liability company, as successor in interest to DriveTime Car Sales, Inc., Santander Consumer USA Inc., an Illinois corporation, as a lender, and as the agent for the lenders, and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender |
SIGNATURES
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.
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| Date: October 21, 2011 | | DRIVETIME AUTOMOTIVE GROUP, INC. |
| | |
| | By: | | /s/ Mark G. Sauder |
| | | | Mark G. Sauder |
| | | | Chief Financial Officer |
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Date: October 21, 2011 | | DT ACCEPTANCE CORPORATION |
| | |
| | By: | | /s/ Mark G. Sauder |
| | | | Mark G. Sauder |
| | | | Chief Financial Officer |
| |
Date: October 21, 2011 | | DRIVETIME SALES AND FINANCE COMPANY, LLC |
| | |
| | By: | | /s/ Raymond C. Fidel |
| | | | Raymond C. Fidel |
| | | | President, Chief Executive Officer and Manager |
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Date: October 21, 2011 | | DRIVETIME CAR SALES COMPANY, LLC |
| | |
| | By: | | /s/ Raymond C. Fidel |
| | | | Raymond C. Fidel |
| | | | President and Manager |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Amendment No. 8, dated October 17, 2011, to the Third Amended and Restated Loan and Security Agreement, dated August 10, 2009, by and among DriveTime Automotive Group, Inc., a Delaware corporation, DriveTime Sales and Finance Company, LLC, an Arizona limited liability company, as successor in interest to DriveTime Sales and Finance Corporation, DriveTime Car Sales Company, LLC, an Arizona limited liability company, as successor in interest to DriveTime Car Sales, Inc., Santander Consumer USA Inc., an Illinois corporation, as a lender, and as the agent for the lenders, and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender |
