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): August 16, 2011
DriveTime Automotive Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-169730 | 86-0721358 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
DT Acceptance Corporation
(Exact name of registrant as specified in its charter)
| Arizona | 333-169730 | 82-0587346 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 4020 East Indian School Road Phoenix, Arizona |
85018 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (602) 852-6600
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
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. |
DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG”), and DT Acceptance Corporation, an Arizona corporation (“DTAC” and together with DTAG, the “Issuers”) are co-issuers, jointly and severally of the 12.625% Senior Secured Notes Due 2017 (the “Notes”) pursuant to the Indenture, dated as of June 4, 2010 (the “Indenture”) among the Issuers, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (the “Trustee”). Pursuant to Section 4.10 of the Indenture any subsidiary of the Issuers created after the Issue Date (as defined in the Indenture) is required to become a Guarantor under the Indenture and guarantee the Issuers’ obligations under the Notes. On July 8, 2011, Go Financial Company LLC (“Go Financial”), a wholly-owned subsidiary of DTAC, was formed. Accordingly, on August 16, 2011, the Issuers, Go Financial and the Trustee entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) whereby Go Financial became a Guarantor under the Indenture and agreed to be bound by the terms of the Indenture applicable to Guarantors.
The foregoing description of the Indenture and the Second Supplemental Indenture is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Indenture which is filed as Exhibit 4.1.1 to the Amendment No. 1 to the Form S-4 Registration Statement filed on October 19, 2010 and the Second Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 4.1 | Second Supplemental Indenture, dated August 16, 2011, by and among DriveTime Automotive Group, Inc., DT Acceptance Corporation, Wells Fargo Bank, National Association, as Trustee and Collateral Agent and Go Financial Company LLC | |
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.
| DriveTime Automotive Group, Inc. (Registrant) | ||||||
| Date: August 22, 2011 | By: | /s/ Mark G. Sauder | ||||
| Mark G. Sauder Chief Financial Officer | ||||||
| DT Acceptance Corporation (Registrant) | ||||||
| Date: August 22, 2011 | By: | /s/ Mark G. Sauder | ||||
| Mark G. Sauder Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 4.1 | Second Supplemental Indenture, dated August 16, 2011, by and among DriveTime Automotive Group, Inc., DT Acceptance Corporation, Wells Fargo Bank, National Association, as Trustee and Collateral Agent and Go Financial Company LLC | |
Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
dated as of August 16, 2011
among
DRIVETIME AUTOMOTIVE GROUP, INC.,
DT ACCEPTANCE CORPORATION,
GO FINANCIAL COMPANY LLC,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
12.625%
Senior Secured Notes due
2017
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of August 16, 2011, among DRIVETIME AUTOMOTIVE GROUP, INC., a Delaware corporation (“DTAG”) and DT ACCEPTANCE CORPORATION, an Arizona corporation (“DTAC” and together with DTAG, the “Issuers”), GO FINANCIAL COMPANY LLC, an Arizona limited liability company (the “Undersigned”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Issuers, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of June 4, 2010 (the “Indenture”), relating to the Issuers’ 12.625% Senior Secured Notes Due 2017 (the “Notes”);
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuers agreed pursuant to the Indenture to cause any newly acquired or created Restricted Subsidiaries to provide Guarantees in certain circumstances.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Second Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Undersigned, by its execution of this Second Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 11 thereof.
Section 3. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.
Section 4. This Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Second Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Second Supplemental Indenture will henceforth be read together.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
| DRIVETIME AUTOMOTIVE GROUP, INC., as Issuer | ||
| By: | /s/ Mark G. Sauder | |
| Name: | Mark G. Sauder | |
| Title: | Chief Financial Offier | |
| DT ACCEPTANCE CORPORATION, as Issuer | ||
| By: | /s/ Jon Ehlinger | |
| Name: | Jon Ehlinger | |
| Title: | Secretary | |
| GO FINANCIAL COMPANY LLC, as Guarantor | ||
| By: | /s/ Jon Ehlinger | |
| Name: | Jon Ehlinger | |
| Title: | Secretary | |
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent | ||
| By: | /s/ Raymond Delli Colli | |
| Name: | Raymond Delli Colli | |
| Title: | Vice President | |