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 1934. |
For the fiscal year ended December 31, 2019.
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from _______________ to _______________.
SANTANDER DRIVE AUTO RECEIVABLES TRUST 2018-5
(Exact name of issuing entity as specified in its charter)
Commission file number of the issuing entity: 333-206684-11
Central Index Key Number of issuing entity: 0001753581
SANTANDER DRIVE AUTO RECEIVABLES LLC
(Exact name of depositor as specified in its charter)
Commission file number of depositor: 333-206684
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)
83-6266959
(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 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
List hereunder the following documents if incorporated by reference and the part 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 3: | Legal Proceedings |
| Item 4: | Mine Safety Disclosures |
| Item 1B. | Unresolved Staff Comments |
Nothing to report.
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., as the indenture trustee, has provided the following information:
Beginning on June 18, 2014, a group of institutional investors filed civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S. District Court for the Southern District of New York, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints against Wells Fargo Bank alleged that the trustee caused losses to investors and asserted causes of action based upon, among other things, the trustee’s alleged failure to: (i) 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 damages in an unspecified amount, reimbursement of expenses, and equitable relief. In November 2018, Wells Fargo Bank reached an agreement, in which it denied any wrongdoing, to resolve such claims on a class wide basis 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 allegations filed by certain other institutional investors concerning several RMBS trusts in New York federal and state court are not covered by the agreement. With respect to such 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 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: | Selected Financial Data |
| 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 9B. | Other Information |
Santander Consumer USA Inc. (“SC”) is a wholly-owned subsidiary of Santander Consumer USA Holdings Inc. (“SC Holdings”). On February 27, 2020, SC Holdings filed its Annual Report on Form 10-K for the year ended December 31, 2019 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.
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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 Accounting Fees and Services |
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 and Wells Fargo Bank, National Association (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
SC has been identified by the issuing entity as the servicer with respect to the asset pool held by the issuing entity. SC has completed a statement of compliance with applicable servicing criteria 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 and Financial Statement Schedules
| (a)(1) | Not Applicable. |
| (a)(2) | Not Applicable. |
| (a)(3) | See Item 15(b) below. |
| (b) | Exhibits |
The exhibits listed below are either included or incorporated by reference as indicated:
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| 31.1 | Certification (Santander Drive) | |
| 33.1 | Management’s Assessment of Compliance with SEC Regulation AB Servicing Criteria (SC) | |
| 33.2 | Assessment of Compliance with the Applicable Servicing Criteria (Indenture Trustee) | |
| 34.1 | Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP with respect to SC) | |
| 34.2 | Report of Independent Registered Public Accounting Firm (KPMG LLP with respect to the Indenture Trustee) | |
| 35.1 | Servicer Compliance Statement (SC) |
| (c) | Not Applicable. |
Item 16.Form 10-K Summary
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 30, 2020
| 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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