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): March 15, 2012
| | | | |
Commission File
Number | | Registrant, State of Incorporation; Address; Telephone Number | | I.R.S. Employer
Identification Number |
| | |
| 001-14759 | | DRIVETIME AUTOMOTIVE GROUP, INC. | | 86-0721358 |
| | (A Delaware Corporation) | | |
| | 4020 East Indian School Road, Phoenix, Arizona 85018 | | |
| | (602) 852-6600 | | |
| | |
| 333-169730 | | DT ACCEPTANCE CORPORATION | | 82-0587346 |
| | (An Arizona Corporation) | | |
| | 4020 East Indian School Road, Phoenix, Arizona 85018 | | |
| | (602) 852-6600 | | |
| | |
| 333-169730-02 | | DT JET LEASING, LLC | | 27-1063772 |
| | (An Arizona Limited Liability Company) | | |
| | 4020 East Indian School Road, Phoenix, Arizona 85018 | | |
| | (602) 852-6600 | | |
| | |
| 333-169730-04 | | DRIVETIME SALES AND FINANCE COMPANY, LLC | | 86-0657074 |
| | (An Arizona Limited Liability Company) | | |
| | 4020 East Indian School Road, Phoenix, Arizona 85018 | | |
| | (602) 852-6600 | | |
| | |
| 333-169730-05 | | DT CREDIT COMPANY, LLC | | 86-0677984 |
| | (An Arizona Limited Liability Company) | | |
| | 4020 East Indian School Road, Phoenix, Arizona 85018 | | |
| | (602) 852-6600 | | |
| | |
| 333-169730-06 | | DRIVETIME CAR SALES COMPANY, LLC | | 86-0683232 |
| | (An Arizona Limited Liability Company) | | |
| | 4020 East Indian School Road, Phoenix, Arizona 85018 | | |
| | (602) 852-6600 | | |
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 to RBS Warehouse
On March 15, 2012, DriveTime Automotive Group, Inc. and DriveTime Acceptance Corporation (“DTAC”), through DTAC’s wholly-owned subsidiaries, DT Warehouse IV, LLC (“DT Warehouse IV”), and DT Credit Company, LLC (“DTCC”), entered into Amendment No. 4 to the Loan and Servicing Agreement (the “Amendment”), amending the Loan and Servicing Agreement, dated July 23, 2010, by and among DT Warehouse IV, as Borrower, DTCC, as Servicer, Wells Fargo Bank, National Association, as Backup Servicer, Paying Agent and Securities Intermediary, the Commercial Paper Conduits from time to time party thereto, the Financial Institutions from time to time party thereto, and The Royal Bank of Scotland plc, as Program Agent for the Conduit Lenders and Committed Lenders (the “Loan and Servicing Agreement”).
The Amendment amends the following in the Loan and Servicing Agreement:
(i) extended the termination date of the Loan and Servicing Agreement until March 14, 2013; and
(ii) removed the requirement in the Loan and Servicing Agreement that DTAC maintain a demand note in favor of DT Warehouse IV.
The foregoing description of the Amendment and the Loan and Servicing Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the Loan and Servicing Agreement, which is filed as Exhibit 10.11 to Amendment No. 7 to the Form S-4 Registration Statement filed on April 27, 2011 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
Exhibit Number | | Description |
| |
| 10.1 | | Amendment No. 4, dated March 15, 2012, to the Loan and Servicing Agreement, dated July 23, 2010, by and among DT Warehouse IV, LLC, DT Credit Company, LLC, Wells Fargo Bank, National Association, as Backup Servicer, Paying Agent and Securities Intermediary, the commercial paper conduits from time to time party thereto, the financial institutions from time to time party thereto, and The Royal Bank of Scotland plc, as Program Agent for the Conduit Lenders and Committed Lenders |
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.
| | | | |
| Date: March 21, 2012 | | DRIVETIME AUTOMOTIVE GROUP, INC. |
| | |
| | By: | | /s/ Mark G. Sauder |
| | | | Mark G. Sauder |
| | | | Chief Financial Officer |
| |
| Date: March 21, 2012 | | DT ACCEPTANCE CORPORATION |
| | |
| | By: | | /s/ Mark G. Sauder |
| | | | Mark G. Sauder |
| | | | Chief Financial Officer |
| |
| Date: March 21, 2012 | | DT JET LEASING, LLC |
| | |
| | By: | | /s/ Raymond Fidel |
| | | | Raymond Fidel |
| | | | President, Chief Executive Officer and Manager |
| |
| Date: March 21, 2012 | | DRIVETIME SALES AND FINANCE COMPANY, LLC |
| | |
| | By: | | /s/ Raymond Fidel |
| | | | Raymond Fidel |
| | | | President, Chief Executive Officer and Manager |
| |
| Date: March 21, 2012 | | DT CREDIT COMPANY, LLC |
| | |
| | By: | | /s/ Raymond Fidel |
| | | | Raymond Fidel |
| | | | President and Manager |
| |
| Date: March 21, 2012 | | DRIVETIME CAR SALES COMPANY, LLC |
| | |
| | By: | | /s/ Raymond Fidel |
| | | | Raymond Fidel |
| | | | President and Manager |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Amendment No. 4, dated March 15, 2012, to the Loan and Servicing Agreement, dated July 23, 2010, by and among DT Warehouse IV, LLC, DT Credit Company, LLC, Wells Fargo Bank, National Association, as Backup Servicer, Paying Agent and Securities Intermediary, the commercial paper conduits from time to time party thereto, the financial institutions from time to time party thereto, and The Royal Bank of Scotland plc, as Program Agent for the Conduit Lenders and Committed Lenders |
