Attached files
file | filename |
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EX-99.2 - EX-99.2 - Drive Auto Receivables Trust 2017-3 | d482272dex992.htm |
EX-99.1 - EX-99.1 - Drive Auto Receivables Trust 2017-3 | d482272dex991.htm |
EX-10.5 - EX-10.5 - Drive Auto Receivables Trust 2017-3 | d482272dex105.htm |
EX-10.4 - EX-10.4 - Drive Auto Receivables Trust 2017-3 | d482272dex104.htm |
EX-10.3 - EX-10.3 - Drive Auto Receivables Trust 2017-3 | d482272dex103.htm |
EX-10.2 - EX-10.2 - Drive Auto Receivables Trust 2017-3 | d482272dex102.htm |
EX-10.1 - EX-10.1 - Drive Auto Receivables Trust 2017-3 | d482272dex101.htm |
EX-4.1 - EX-4.1 - Drive Auto Receivables Trust 2017-3 | d482272dex41.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 25, 2017
DRIVE AUTO RECEIVABLES TRUST 2017-3
(Exact Name of Issuing Entity as Specified in its Charter)
Commission File Number of Issuing Entity: 333-215494-03
Central Index Key Number of Issuing Entity: 0001717900
SANTANDER DRIVE AUTO RECEIVABLES LLC
(Exact Name of Depositor as Specified in its Charter)
Commission File Number of Depositor: 333-215494
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 of Registrant)
37-6652230
(Issuing Entitys I.R.S. Employer Identification No.)
Santander Drive Auto Receivables LLC 1601 Elm Street, Suite 800 Dallas, Texas |
75201 | |
(Address of Principal Executive Offices of Registrant) | (Zip Code) |
(214) 292-1930
(Registrants 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:
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
Santander Consumer USA Inc. (SC) entered into a Servicing Agreement, dated as of July 15, 2016 (the Subservicing Agreement), and a related Second Amended and Restated Program Portfolio Schedule (Publicly Registered Retail Transactions), dated as of June 28, 2017 (the Program Portfolio Schedule), with Santander Consumer International Puerto Rico LLC (the Subservicer), pursuant to which SC delegated to the Subservicer certain of its duties as servicer with respect to each portfolio of receivables that constitutes a Program Portfolio under the Subservicing Agreement.
On October 25, 2017 (the Closing Date), SC and Santander Drive Auto Receivables LLC (Santander Drive) entered into a Purchase Agreement, dated as of the Closing Date (the Purchase Agreement), pursuant to which SC transferred to Santander Drive certain motor vehicle retail installment sales contracts and installment loans relating to certain new and used automobiles, light-duty trucks and vans (the Receivables) and related property. Drive Auto Receivables Trust 2017-3 (the Issuer), a Delaware statutory trust, was established by a Trust Agreement dated as of July 24, 2017, which was amended and restated by an Amended and Restated Trust Agreement dated as of the Closing Date (the Amended and Restated Trust Agreement) by and between Santander Drive and Wells Fargo Delaware Trust Company, N.A., as owner trustee. On the Closing Date, the Issuer entered into a Sale and Servicing Agreement, dated as of the Closing Date (the Sale and Servicing Agreement), with Santander Drive, as seller, SC, as servicer, and Wilmington Trust, National Association, as indenture trustee (the Indenture Trustee), pursuant to which the Receivables and related property were transferred to the Issuer and pursuant to which SC agreed to act as servicer for the Receivables, which constitute a Program Portfolio. On the Closing Date, the Issuer, SC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into an Asset Representations Review Agreement, dated as of the Closing Date (the Asset Representations Review Agreement), relating to the review of certain representations relating to the Receivables after satisfaction of certain conditions. Also, on the Closing Date, the Issuer entered into an Indenture, dated as of the Closing Date (the Indenture), by and between the Issuer and the Indenture Trustee. Pursuant to the Indenture, the Issuer caused the issuance of the following notes: the Class A-1 1.45000% Auto Loan Asset Backed Notes, the Class A-2-A 1.65% Auto Loan Asset Backed Notes, the Class A-2-B LIBOR + 0.25% Auto Loan Asset Backed Notes, the Class A-3 1.85% Auto Loan Asset Backed Notes, the Class B 2.30% Auto Loan Asset Backed Notes and the Class C 2.80% Auto Loan Asset Backed Notes (collectively, the Publicly Registered Notes), and the Class D 3.53% Auto Loan Asset Backed Notes (the Class D Notes) and the Class E 0.00% Auto Loan Asset Backed Notes (the Class E Notes and, collectively with the Class D Notes and the Publicly Registered Notes, the Notes). Also pursuant to the Indenture, the Issuer granted a security interest in the Receivables and other related property to secure the Notes. Also on the Closing Date, the Issuer, SC, as administrator, and the Indenture Trustee entered into an Administration Agreement, dated as of the Closing Date (the Administration Agreement), relating to the provision by SC of certain administration services on behalf of the Issuer relating to the Notes. The Publicly Registered Notes were sold to SG Americas Securities, LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, BMO Capital Markets Corp., RBC Capital Markets, LLC and Santander Investment Securities Inc. (together, the Underwriters) pursuant to an Underwriting Agreement dated October 17, 2017, by and among SC, Santander Drive and SG Americas Securities, LLC, on behalf of itself and as representative of the Underwriters. The Publicly Registered Notes have been registered pursuant to the Securities Act of 1933, as amended (the Act), under a Registration Statement on Form SF-3 (Commission File No. 333-215494).
Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement, as Exhibit 10.3 is the Administration Agreement, as Exhibit 10.4 is the Amended and Restated Trust Agreement, as Exhibit 10.5 is the Asset Representations Review Agreement, as Exhibit 99.1 is the Subservicing Agreement and as Exhibit 99.2 is the Program Portfolio Schedule.
Item 9.01. | Financial Statements and Exhibits. |
(a) | Not applicable. |
(b) | Not applicable. |
(c) | Not applicable. |
(d) | Exhibits. |
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.
October 26, 2017 | SANTANDER DRIVE AUTO RECEIVABLES LLC | |||||
By: | /s/ Corey Henry | |||||
Name: | Corey Henry | |||||
Title: | Vice President |