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DriveTime Automotive Group, Inc. and DT Acceptance Corporation Announce Early Settlement of Tender Offer and Consent Solicitation for Their Outstanding 12.625% Senior Secured Notes Due 2017

June 3, 2014

PHOENIX--(BUSINESS WIRE)-- DriveTime Automotive Group, Inc. and DT Acceptance Corporation (collectively, “DriveTime” or the “Company”), announced today the early settlement of their previously announced tender offer and solicitation of consents for any and all of the outstanding $250 million aggregate principal amount of 12.625% Senior Secured Notes due 2017 (the “Notes”).

As part of its previously announced tender offer, the Company solicited consents from the holders of the Notes to (i) effect certain proposed amendments to the indenture governing the Notes (the “Indenture”) and to certain related security documents (the “Proposed Amendments”) that would, among other things, eliminate the principal restrictive covenants and certain other provisions presently contained in the Indenture and (ii) release all of the collateral securing the obligations of DriveTime and the subsidiary guarantors under the Notes and the Indenture. Adoption of the Proposed Amendments and the release of the collateral required the consent of the holders of at least 66 ?% in aggregate principal amount of the outstanding Notes that are not owned by DriveTime or any of its affiliates (the “Requisite Consents”). The Company has received the Requisite Consents in the consent solicitation to execute a supplemental indenture and amend certain security documents to effect the Proposed Amendments and the release of the collateral, pursuant to its Offer to Purchase and Consent Solicitation Statement, dated May 19, 2014 (the “Offer to Purchase”).

As a result of receiving the Requisite Consents, the Company entered into a supplemental indenture, dated as of June 3, 2014, to the Indenture and amended certain security documents to effect the Proposed Amendments, including the release of the collateral. The Proposed Amendments, including the release of the collateral, became effective upon entry into the supplemental indenture and the amended security documents.

As of 5:00 p.m., New York City time, on June 2, 2014 (the “Early Consent Date”), approximately $178,640,000 million aggregate principal amount of the outstanding Notes (representing approximately 71.46% of the outstanding Notes) had been tendered. The Company has accepted for purchase those Notes that were validly tendered and not withdrawn at or prior to the Early Consent Date (the “Early Settlement”). The Early Settlement occurred today concurrently with the closing of the Company’s private offering of $400 million aggregate principal amount of 8.00% Senior Secured Notes due 2021.

Holders of Notes who properly tendered, and did not withdraw, their Notes and delivered their consents to the Proposed Amendments on or prior to the Early Consent Date received the total consideration of $1,071.25 per $1,000 in principal amount of tendered Notes, which included a consent payment equal to $30.00 per $1,000 principal amount of tendered Notes.

The tender offer will expire at 12:01 a.m., New York City time, on June 17, 2014, unless extended or earlier terminated (the “Expiration Date”). Under the terms of the tender offer, holders of Notes who properly tender after the Early Consent Date but on or prior to the Expiration Date, and whose Notes are accepted for purchase, will be eligible to receive the tender offer consideration of $1,041.25, which equals the total consideration less the consent payment equal to $30.00 per $1,000 principal amount of the tendered Notes. Withdrawal and revocation rights with respect to tendered Notes expired at 5:00 p.m., New York City time, on June 2, 2014 (the “Withdrawal Time”).

Other than in the limited circumstances set forth in the Offer to Purchase, tenders of Notes may not be withdrawn and consents may not be revoked following the Withdrawal Time.

In addition, all Notes accepted for payment will be entitled to receive accrued and unpaid interest in respect of such Notes from the most recent interest payment date prior to the applicable settlement date to, but not including, the applicable settlement date.

The Company has called for the redemption all of the Notes that remain outstanding at a price and in accordance with the terms set forth in the Indenture, plus accrued and unpaid interest to, but excluding, July 3, 2014, the date of the redemption.

Wells Fargo Securities, LLC is acting as dealer manager and solicitation agent for the tender offer and the consent solicitation. The tender agent and information agent for the tender offer is Global Bondholder Services Corporation. Any questions regarding the Offer and Consent Solicitation may be directed to Wells Fargo Securities, LLC, Liability Management Group, at (866) 309-6316 (toll-free) or at (704) 410-4760 (collect) and requests for documentation may be directed to Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions (banks and brokers call: (212) 430-3774; toll-free (866) 470-3800).

This press release is for informational purposes only and does not constitute a notice of redemption under the optional redemption provisions of the Indenture, nor does it constitute an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer and consent solicitation are being made solely by means of the tender offer and consent solicitation documents, including the Offer to Purchase and the related Consent and Letter of Transmittal that DriveTime distributed to holders of Notes. The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any security in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


DriveTime Automotive Group, Inc. (“DriveTime”) is the leading used vehicle retailer in the United States with a primary focus on the sale and lease of quality used vehicles and related products to the subprime market. Through our national network of Company-owned and operated dealerships, we provide our customers with a comprehensive end-to-end solution for their automotive needs, including the sale, financing and maintenance of their vehicles. Through our sister company, DT Acceptance Corporation, we provide auto financing and loan servicing for substantially all of the vehicles we sell. For more information about DriveTime, visit the corporate website at


Except for the historical information contained in this news release, the matters addressed are forward-looking statements. Forward-looking statements, written, oral or otherwise made, include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation, and availability of resources. These forward-looking statements, including with respect to DriveTime’s ability to complete the tender offer, consent solicitation and redemption described in this press release and, without limitation, statements concerning projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. Investors are referred to the full discussion of risks and uncertainties as included in DriveTime's filings with the Securities and Exchange Commission.

DriveTime Automotive Group, Inc.

Joe Terracciano, 602-667-2528

Source: DriveTime Automotive Group, Inc.

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