DriveTime Automotive Group, Inc. And Bridgecrest Acceptance Corporation Announce Tender Offer For Up To $50 Million Of Their Outstanding 8.00% Senior Secured Notes Due 2021
TEMPE, Ariz., June 1, 2020 /PRNewswire/ -- DriveTime Automotive Group, Inc. and Bridgecrest Acceptance Corporation (f/k/a DT Acceptance Corporation) (together "DriveTime") announced today that they have commenced a cash tender offer (the "Tender Offer") to purchase up to $50,000,000 aggregate principal amount outstanding (the "Tender Cap") of their 8.00% Senior Secured Notes due 2021 (CUSIP Nos. 26209NAK9 and U26449AE5) (the "Notes"). The Tender Offer is being made upon the terms and subject to the conditions described in DriveTime's Offer to Purchase dated June 1, 2020 (the "Offer to Purchase"). The Tender Offer will expire at 11:59 p.m., New York City time, on June 26, 2020, unless extended or earlier terminated by DriveTime (such time and date, the "Expiration Date"). Tenders of Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on June 12, 2020 (the "Withdrawal Time"), unless extended by DriveTime. Notes tendered after the Withdrawal Time may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law. Holders of Notes are urged to carefully read the Offer to Purchase.
Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.
Per $1,000 Principal Amount
Title of Security
CUSIP Nos.
Outstanding
Tender Cap
Tender Offer Consideration
Early Tender
Total
Principal Amount Payment Consideration
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8.00% Senior Secured
26209NAK9 / $394,225,000 $50,000,000 $910.00 $30.00 $940.00
Notes due 2021 U26449AE5
Subject to the terms of the Tender Offer, holders who validly tender their Notes (and do not validly withdraw their Notes) prior to 5:00 p.m., New York City time, on June 12, 2020, unless extended by DriveTime (such time and date, the "Early Tender Deadline"), and whose Notes are accepted for purchase, will be entitled to receive $940.00, payable in cash, for each $1,000 principal amount of Notes accepted for payment (the "Total Consideration"), which amount includes an early tender payment of $30.00 per $1,000 principal amount (the "Early Tender Payment"). Holders who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Date will be entitled to receive $910.00, payable in cash, for each $1,000 principal amount of Notes accepted for purchase (the "Tender Offer Consideration").
Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date for the Notes up to, but not including the applicable settlement date for such Notes accepted for purchase. Notes accepted for purchase that are validly tendered prior to the Early Tender Deadline are expected to receive payment on June 16, 2020. Notes accepted for purchase that are validly tendered after the Early Tender Deadline but on or before the Expiration Date are expected to receive payment on June 30, 2020.
If the purchase of all validly tendered Notes would cause DriveTime to purchase a principal amount greater than the Tender Cap, then the Tender Offer will be oversubscribed and DriveTime, if it accepts Notes in the Tender Offer, will accept for purchase tendered Notes on a prorated basis as described in the Offer to Purchase. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes following the Early Tender Deadline will not have any of their Notes accepted for payment.
DriveTime's obligation to consummate the Tender Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase. There can be no assurance such conditions will be satisfied. DriveTime reserves the right, subject to applicable law, to: (i) delay accepting Notes, (ii) extend the Early Tender Deadline, the Withdrawal Time or the Expiration Date, (iii) increase the Tender Cap, (iv) waive any and all conditions to the Tender Offer, (v) extend or terminate the Tender Offer at any time, or (vi) otherwise amend the Tender Offer in any respect.
Wells Fargo Securities, LLC is acting as dealer manager for the Tender Offer. The tender agent and information agent for the Tender Offer is D.F. King & Co., Inc. Questions regarding the Tender Offer may be directed to Wells Fargo Securities, LLC at (704) 410-4759 (collect) or (866) 309-6316 (U.S. toll-free). Holders who would like additional copies of the offer documents may call the information agent, D.F. King & Co., Inc. at (212) 269-5550 (collect, for banks or brokers) or (800) 398-1247 (toll-free, for all others) or by e-mail at dtag@dfking.com.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is being made solely by means of the Offer to Purchase, which sets forth the complete terms and conditions of the Tender Offer. The Tender Offer is 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.
About DriveTime
DriveTime is making a difference in the lives of customers by providing the vehicle to empower the customer on their road to success. Headquartered in Tempe, Arizona, DriveTime is one of the nation's largest vehicle retailers with a primary focus on the sale and financing of used vehicles and related products. DriveTime's unique fully integrated business model of company-owned dealerships nationwide and loan servicing centers provide our customers with a comprehensive end-to-end solution for their automotive needs. DriveTime is transforming the buying and financing of a used vehicle with a fair and transparent experience focused on matching the right customer with the right vehicle under the right financing terms.
This release contains forward-looking statements with respect to the timing and principal amount of debt securities to be purchased in the Tender Offer, including certain terms and conditions of the Tender Offer. By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. A number of factors could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, those that may be set forth in the Offer to Purchase. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations.
Any forward-looking statement speaks only as of the date on which such statement is made, and DriveTime undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Contacts
Mary Leigh N. Phillips
Chief Financial Officer
(602) 667-2502
MaryLeigh.Phillips@DriveTime.com
Daniel Gaudreau
Treasurer
(602) 667-2502
Daniel.Gaudreau@DriveTime.com
SOURCE DriveTime Automotive Group, Inc.
