September 16, 2014 1:26 PM ET

Specialty Retail

Company Overview of DriveTime Automotive Group, Inc.

Company Overview

DriveTime Automotive Group, Inc., through its subsidiaries, owns and operates used automobile dealerships for the subprime credit market in the United States. It provides selling, financing, and maintenance services of used vehicles. The company acquires its inventory from used vehicle auctions, as well as through other sources, including on-line purchases, daily rental agencies, and commercial fleets. As of December 31, 2013, DriveTime Automotive Group, Inc. owned and operated 110 dealerships and 20 reconditioning facilities located in 50 geographic regions in 20 states. The company, formerly known as Ugly Duckling Corporation, was founded in 1992 and is headquartered in Phoenix, Arizona.

4020 East Indian School Road

Phoenix, AZ 85018

United States

Founded in 1992

3,165 Employees

Phone:

602-852-6600

Key Executives for DriveTime Automotive Group, Inc.

Chief Executive Officer
Age: 56
Chief Financial Officer
Age: 53
Chief Information Officer
Age: 43
Executive Vice President
Age: 56
Compensation as of Fiscal Year 2014.

DriveTime Automotive Group, Inc. Key Developments

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

DriveTime Automotive Group, Inc. and DT Acceptance Corporation announced 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. As part of its previously announced tender offer, the Company solicited consents from the holders of the Notes to effect certain proposed amendments to the indenture governing the Notes 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 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 2/3% 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. 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 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 occurred 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. 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").

DriveTime Automotive Group, Inc. and DT Acceptance Corporation Price Private Offering of $400 Million Aggregate Principal Amount of 8.00% Senior Secured Notes Due 2021

DriveTime Automotive Group, Inc. and DT Acceptance Corporation announced that it priced $400 million aggregate principal amount of its 8.00% senior secured notes due 2021. The notes were priced at 100% of par, plus accrued interest, if any, from June 3, 2014. DriveTime intends to use the net proceeds from the notes offering to pay the principal and premium in connection with its previously announced tender offer to purchase any and all of its existing 12.625% senior secured notes due 2017, to pay associated tender fees and other related fees and expenses and to repay certain other indebtedness. The notes have not been and will not be registered under the Securities Act of 1933, as amended or any state securities laws. As a result, the notes may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. Accordingly, the notes will be offered and sold within the United States only to 'qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The settlement of the Notes offering is expected to take place on or about June 3, 2014, subject to the satisfaction of certain conditions to the closing of the tender offer and other customary closing conditions.

DriveTime Automotive Group, Inc. and DT Acceptance Corporation Commence Cash Tender Offer and Consent Solicitation for Outstanding 12.675% Senior Secured Notes Due 2017

DriveTime Automotive Group, Inc. and DT Acceptance Corporation announced that it has commenced an offer to purchase for cash any and all of the $250 million outstanding principal amount of its 12.625% Senior Secured Notes due 2017. In conjunction with the tender offer, DriveTime is soliciting consents to effect certain proposed amendments to the indenture governing the Notes and certain security documents. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated May 19, 2014, and a related Consent and Letter of Transmittal, which the terms and conditions of the offer and consent solicitation in full detail. The total consideration to be paid for each $1,000 principal amount of the Notes tendered prior to the expiration of the consent solicitation, and not validly withdrawn, will be $1,071.25. The total consideration includes a consent payment of $30.00 per $1,000 principal amount, which is payable only to holders who tender their Notes and validly deliver their consents prior to 5:00 p.m., New York City time, on June 2, 2014. Holders who tender their Notes after the Early Consent Date, but on or prior to the tender expiration, will receive the tender offer consideration of $1,041.25, which is the total consideration minus the consent payment. The tender offer will expire at 12:01 a.m., New York City time, on June 17, 2014. Tendering holders will also receive accrued and unpaid interest from the last applicable interest payment date for the Notes to, but not including, the applicable payment date. Tendered Notes may not be withdrawn and consents may not be revoked after 5:00 p.m., New York City time, on June 2, 2014. The proposed amendments to the indenture governing the Notes would, among other things, eliminate the principal restrictive covenants and certain other provisions presently contained in the indenture and the collateral securing the obligations of DriveTime and the subsidiary guarantors under the Notes and the indenture would be released. Although the indenture provides that the proposed amendments not relating to the release of collateral may be approved with the consent of holders of a majority in aggregate principal amount of Notes, DriveTime is seeking consents to all the proposed amendments to the indenture and the security documents and the release of collateral as a single proposal. Therefore, in order to be adopted, the proposed amendments and the release of collateral require the consent of the holders of at least 66 2/3% in aggregate principal amount of the outstanding Notes that are not owned by DriveTime or any of its affiliates. 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 66 2/3% in aggregate principal amount outstanding of the Notes, whose holders have delivered consents to the proposed amendments, have been accepted for payment. The tender offer and consent solicitation are subject to the satisfaction of certain conditions, including the Minimum Tender Condition, which requires that the receipt of the Requisite Consents must have been obtained; the Financing Condition, which requires the consummation of an offering of notes pursuant to which DriveTime shall have received proceeds sufficient to fund the Offer and the Consent Solicitation and any related fees and expenses; and the Documentation Condition, which requires the execution of the supplemental indenture containing the proposed amendments to the indenture and the execution of amendments to the security documents.

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