DriveTime Automotive Group, Inc. Announces a Tender Offer and Consent Solicitation for Outstanding 8.00% Senior Secured Notes Due 2021

TEMPE, Ariz., June 17, 2019 /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 to purchase any and all of their outstanding $400,000,000 aggregate principal amount of 8.00% Senior Secured Notes due 2021 (CUSIP Nos. 26209NAK9 and U26449AE5) (the "Notes"). In conjunction with the tender offer, DriveTime is soliciting consents to effect certain proposed amendments to the indenture governing the Notes. Holders may not tender their Notes pursuant to the tender offer without delivering consents or deliver consents without tendering their Notes. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on July 15, 2019, unless extended or earlier terminated by DriveTime (such time and date, the "Expiration Date"). The tender offer and consent solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement dated today and the related Letter of Transmittal and Consent (together, the "Offer Documents"), which set forth a more detailed description of the tender offer and consent solicitation. Holders of the Notes are urged to carefully read the Offer Documents.

Subject to the terms of the tender offer and consent solicitation, holders who validly tender their Notes and deliver their consents (and do not validly withdraw their Notes and validly revoke their consents) prior to 5:00 p.m., New York City time, on June 28, 2019, unless extended by DriveTime (such time and date, the "Early Consent Date"), and whose Notes are accepted for purchase will be entitled to receive $1,024.50, payable in cash, for each $1,000 principal amount of Notes accepted for payment (the "Total Consideration"), which amount includes a consent payment of $30.00 per $1,000 principal amount (the "Consent Payment"). In addition, holders whose Notes are purchased will receive accrued and unpaid interest up to, but not including, the applicable payment date. Holders may withdraw tenders and revoke consents at any time prior 5:00 p.m., New York City time, on June 28, 2019 (the "Withdrawal Time") unless extended by DriveTime. DriveTime has reserved the right, at any time following the Early Consent Date but prior to the Expiration Date, to accept for purchase all Notes validly tendered and not validly withdrawn on or before such date (the "Initial Acceptance Date"). If DriveTime elects to exercise this option, DriveTime will pay the Total Consideration or Tender Offer Consideration (as defined below), as applicable, for the Notes accepted for purchase promptly following the acceptance of such Notes (the date of such payment being referred to as the "Initial Payment Date"). DriveTime expects that the Initial Payment Date will be on or about July 1, 2019, subject to the satisfaction or waiver of all the conditions of the tender offer and consent solicitation.

Subject to the terms of the tender offer and consent solicitation, holders who validly tender their Notes and validly deliver their consents after the Early Consent Date but on or prior to the Expiration Date will receive $994.50, payable in cash, for each $1,000 principal amount of Notes accepted for purchase (the "Tender Offer Consideration") plus accrued and unpaid interest up to, but not including, the applicable payment date, but will not receive the Consent Payment. Notes validly tendered after the Early Consent Date but on or before the Expiration Date are expected to receive payment promptly following the expiration of the tender offer and consent solicitation.

The proposed amendments to the indenture governing the Notes would, among other things, eliminate a significant portion of the restrictive covenants, eliminate certain events of default, and release all of the collateral securing the obligations of DriveTime and the guarantors under the Notes. Adoption of the proposed amendments to the indenture requires the consent of the holders of at least a majority of the aggregate outstanding principal amount of the Notes (the "Requisite Consents"), or, in the case of the amendment to release all of the collateral securing the obligations of DriveTime and the guarantors under the Notes, of at least 66⅔% in aggregate principal amount outstanding of the Notes. Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offer. The proposed amendments to the indenture will not become operative, however, until at least a majority in aggregate principal amount outstanding of the Notes, or in the case of the amendment to release all of the collateral securing the obligations of DriveTime and the guarantors under the Notes, at least 66⅔% in aggregate principal amount outstanding of the Notes, whose holders have delivered consents to the proposed amendments have been accepted for payment.

DriveTime's obligation to consummate the tender offer and consent solicitation is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer Documents, including, among others, (i) the consummation of certain debt financing transactions by DriveTime, (ii) receipt of the Requisite Consents and (iii) execution and delivery of the supplemental indenture implementing the proposed amendments (other than the proposed amendments to the indenture relating to the release of all of the collateral securing the obligations of DriveTime and the guarantors under the Notes). There can be no assurance such conditions will be satisfied. 

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 D.F. King & Co., Inc. Questions regarding the tender offer and consent solicitation 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) 252-8173 (toll-free, for all others) or by e-mail at [email protected].

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. This press release also is not a solicitation of consents to the proposed amendments to the indenture. The tender offer and consent solicitation are being made solely by means of the tender offer and consent solicitation documents, including the Offer Documents, that DriveTime is distributing 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.

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 138 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 cash 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 Documents. 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.

Contacts

Mary Leigh N. Phillips
Chief Financial Officer
(602) 667-2502
[email protected]

Daniel Gaudreau
Treasurer
(602) 667-2502
[email protected]

SOURCE DriveTime