UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-K

 

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.1934

For the fiscal year ended December 31, 2018.2021.

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.1934

For the transition period from                    to                    .

 

 

SANTANDER DRIVE AUTO RECEIVABLES TRUST2018-3

(Exact name of issuing entity as specified in its charter)

Commission file number of the issuing entity:333-206684-09

Central Index Key Number of issuing entity: 0001742444

SANTANDER DRIVE AUTO RECEIVABLES LLC

(Exact name of depositor as specified in its charter)

Commission file number of depositor:333-206684

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 or organization of the issuing entity)

82-6988645

(I.R.S. Employer Identification No. of the issuing entity)

c/o Santander Drive Auto Receivables LLC

1601 Elm Street, Suite 800

Dallas, Texas 75201

(Address of principal executive offices)

(214)292-1930

(Telephone number, including area code)

Securities Registered Pursuant to Section 12 (b) of the Securities Exchange Act of 1934: None

Securities Registered Pursuant to Section 12 (g) of the Securities Exchange Act of 1934: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of the Registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer 
Non-accelerated filer   Smaller reporting company 
   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.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).    Yes  ☐    No  ☒

State the aggregate market value of the voting andnon-voting common equity held bynon-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not applicable.


DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the partPart of the Form10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.

The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

None.

 

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PART I

The following items have been omitted in accordance with General Instruction J to Form10-K:

 

Item 1:1

Business

Item 1A

Risk Factors

Item 2

Properties

Item 3Legal Proceedings

 

Item 1A:1B.

Risk FactorsUnresolved Staff Comments

Nothing to report.

Item 2:

Properties

 

Item 3:

Legal Proceedings

Item 4:

Mine Safety Disclosures

Item 4.

Mine Safety Disclosures

Item 1B. Unresolved Staff Comments.

Nothing to report.Not applicable.

Substitute information provided in accordance with General Instruction J to Form10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

Nothing to report.

Item 1114(b)(2) of Regulation AB.    Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

Nothing to report.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

Nothing to report.

Item 1117 of Regulation AB. Legal Proceedings.

Wells Fargo Bank, N.A. (“Wells Fargo Bank”), as the indenture trustee, has provided the following information:

Since June 18,In December 2014, a group of institutional investors havePhoenix Light SF Limited and certain related entities and the National Credit Union Administration (NCUA) filed civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S.United States District Court for the Southern District of New York against Wells Fargo Bank, N.A.,alleging claims against Wells Fargo Bank in its capacity as trustee for certaina number of residential mortgage backedmortgage-backed securities (“RMBS”) trusts. The complaints againstComplaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York and by IKB International and IKB Deutsche Industriebank in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, alleged that theas trustee, caused losses to investors, and assertedplaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to: (i)to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought included money damagesWells Fargo Bank previously settled two class action lawsuits with similar allegations that were filed in November 2014 and December 2016 by institutional investors in the Southern District of New York and New York state court, respectively.

In addition, Park Royal I LLC and Park Royal II LLC have filed complaints in New York state court alleging Wells Fargo Bank, N.A., as trustee, failed to take appropriate actions upon learning of defective mortgage loan documentation. In March 2021, the Company entered into an unspecified amount, reimbursementagreement to resolve the case filed by the NCUA. In addition to the foregoing cases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of expenses,seven third-party complaints against Wells Fargo Bank in New York state court. In the underlying first-party actions, Nomura and equitable relief.Natixis have been sued for alleged

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breaches of representations and warranties made in connection with residential mortgage-backed securities sponsored by them. In the third-party actions, Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primary servicer or securities administrator, failed to notify Nomura and Natixis of their own breaches, failed to properly oversee the primary servicers, and failed to adhere to accepted servicing practices. Natixis additionally alleges that Wells Fargo Bank failed to perform default oversight duties. Wells Fargo Bank has reached an agreement, in which it denies any wrongdoing,asserted counterclaims alleging that Nomura and Natixis failed to resolve these claims on a classwide basis for the 271 RMBS trusts currently at issue. The settlement agreement is subject to court approval. Separate lawsuits againstprovide Wells Fargo Bank making similar allegations filed by certain other institutional investors concerning 57 RMBS trusts in New York federalnotice of their representation and state court are not covered by the agreement. warranty breaches.

With respect to each of the foregoing litigations, Wells Fargo Bank believes plaintiffs’ claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the related RMBS trusts.

 

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PART II

The following items have been omitted in accordance with General Instruction J to Form10-K:

 

Item 5:5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6  [Reserved]
Item 6:7

Selected Financial Data

  Item 7:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A  Item 7A:

Quantitative and Qualitative Disclosures about Market Risk

Item 8  Item 8:

Financial Statements and Supplementary Data

Item 9  Item 9:

Changes in and Disagreements withWith Accountants on Accounting and Financial Disclosure

Item 9AControls and Procedures

 

Item 9A:

Controls and Procedures

Item 9B.

Other Information.Information

Santander Consumer USA Inc. (“SC”) is a wholly-owned subsidiary of Santander Consumer USA Holdings Inc. (“SC Holdings”). On February 26, 2019, SC Holdings filed its Annual Report on Form10-K for the year ended December 31, 2018 and disclosed certain legal and regulatory matters. Additional information about SC Holdings and its consolidated subsidiaries, including information contained in required annual reports on Form10-K, quarterly reports on Form10-Q and current reports on Form8-K, is on file with the SEC under the name “Santander Consumer USA Holdings Inc.” and file number001-36270.None.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

 

35


PART III

The following items have been omitted in accordance with General Instruction J to Form10-K:

 

Item 10:10

Directors, Executive Officers, and Corporate Governance

Item 11  Item 11:

Executive Compensation

Item 12  Item 12:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13  Item 13:

Certain Relationships and Related Transactions, and Director Independence

Item 14  Item 14:

Principal AccountingAccountant Fees and Services

Substitute information provided in accordance with General Instruction J to Form10-K:

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.Transactions

Information required by Item 1119 of Regulation AB has been omitted from this report on Form10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.Criteria

Each of SC andSantander Consumer USA Inc., Wells Fargo Bank, National AssociationN.A. and Computershare Trust Company, N.A. (each, a “Servicing Participant”) have been identified by the issuing entity as parties participating in the servicing function with respect to the pool assets held by the issuing entity. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a “Report on Assessment”), which Reports on Assessment are attached as exhibits to this Form10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by one or more registered public accounting firms, which reports are also attached as exhibits to this Form10-K.

None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participant.

Item 1123 of Regulation AB. Servicer Compliance Statements.Statements

SCSantander Consumer USA Inc. has been identified by the issuing entity as the servicer with respect to the asset pool held by the issuing entity. SCSantander Consumer USA Inc. has completed a statement of compliance with applicable servicing criteria (a “Compliance Statement”) signed by an authorized officer. The Compliance Statement is attached as an exhibit to this Form10-K.

 

46


PART IV

Item 15. Exhibits and Financial Statement Schedules.
Item 15.

Exhibit and Financial Statement Schedules

 

(a)(1)

Not Applicable.

 

(a)(2)

Not Applicable.

 

(a)(3)

See Item 15(b) below.

 

(b)

Exhibits.Exhibits

The exhibits listed below are either included or incorporated by reference as indicated:

 

Exhibit No.

  

Description

1.1  Underwriting Agreement, dated as of June  20, 2018, among Santander Drive Auto Receivables LLC (“Santander Drive”), Santander Consumer USA Inc. (“SC”) and J.P. Morgan Securities LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 of Form8-K filed by the Issuer (Commission FileNo. 333-206684-09) with the Securities and Exchange Commission on June 22, 2018)
3.1  Amended and Restated Limited Liability Company Agreement of Santander Drive dated as of March  7, 2007 (incorporated by reference to Exhibit 3.1 ofForm SF-3 filed by Santander Drive (Commission FileNo. 333-206684) with the Securities and Exchange Commission on August 31, 2015)
3.2  First Amendment to Amended and Restated Limited Liability Company Agreement, dated as of February  28, 2017, by SC, as sole equity member (incorporated by reference to Exhibit 3.1 of Form8-K filed by Santander Drive (Commission FileNo. 333-139609) with the Securities and Exchange Commission on March 1, 2017)
4.1  Indenture, dated as of June  27, 2018, between Santander Drive Auto Receivables Trust2018-3, as issuer (the “Issuer”), and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 of Form8-K filed by the Issuer (Commission FileNo. 333-206684-09) with the Securities and Exchange Commission on June 28, 2018)
10.1  Purchase Agreement, dated as of June  27, 2018, between SC and Santander Drive (incorporated by reference to Exhibit 10.1 of Form8-K filed by the Issuer (Commission FileNo. 333-206684-09) with the Securities and Exchange Commission on June 28, 2018)
10.2  Sale and Servicing Agreement, dated as of June  27, 2018, among the Issuer, Santander Drive, SC and the Indenture Trustee (incorporated by reference to Exhibit 10.2 of Form8-K filed by the Issuer (Commission FileNo. 333-206684-09) with the Securities and Exchange Commission on June  28, 2018)
10.3  Administration Agreement, dated as of June  27, 2018, among the Issuer, SC, as administrator, and the Indenture Trustee (incorporated by reference to Exhibit 10.3 of Form8-K filed by the Issuer (Commission FileNo. 333-206684-09) with the Securities and Exchange Commission on June  28, 2018)

5



10.5  Asset Representations Review Agreement, dated as of June  27, 2018, among the Issuer, SC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (incorporated by reference to Exhibit 10.5 of Form8-K filed by the Issuer (Commission FileNo.  333-206684-09) with the Securities and Exchange Commission on June 28, 2018)
10.6First Amendment to Sale and Servicing Agreement, dated as of August  16, 2021, by and among Santander Drive, as seller, and SC, as servicer (incorporated by reference to Exhibit 10.2 of Form 10-D/A filed by the Issuer (Commission File No. 333-206684-09) with the Securities and Exchange Commission on August  18, 2021)
10.7Second Amended and Restated Servicing Agreement, dated as of October  31, 2021, among Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company, N.A., Computershare Trust Company, N.A. and Computershare Limited (incorporated by reference to Exhibit 99.1 of Form 8-K filed by the Issuer (Commission File No.  333-206684-09) with the Securities and Exchange Commission on November 5, 2021)
10.8Second Amendment to Sale and Servicing Agreement, dated as of March  15, 2022, by and among Santander Drive, as seller, and SC, as servicer (incorporated by reference to Exhibit 10.2 of Form 10-D filed by the Issuer (Commission File No. 333-206684-09) with the Securities and Exchange Commission on March  15, 2022)
31.1  Certification (Santander Drive)
33.1  Management’s Assessment of Compliance with SEC Regulation AB Servicing Criteria (SC)
33.2  Assessment of Compliance with the Applicable Servicing Criteria (Indenture Trustee)(Wells Fargo Bank, N.A.)
33.3Assessment of Compliance with the Applicable Servicing Criteria (Computershare Trust Company, N.A.)
34.1  Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP with respect to SC)
34.2  Report of Independent Registered Public Accounting Firm (KPMG LLP with respect to the Indenture Trustee)Wells Fargo Bank, N.A.)
34.3Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP with respect to Computershare Trust Company, N.A.)
35.1  Servicer Compliance Statement (SC)

 

(c)

Not Applicable.

Item 16. Form10-K Summary.

Item 16.

Form 10-K Summary

None.

None

8


Supplemental information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.Act

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.

 

69


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 29, 201931, 2022

 

SANTANDER DRIVE AUTO RECEIVABLES LLC, as depositor
By: 

/s/ Corey Henry

Name: Corey Henry
Title: President and Chief Executive Officer
 (senior officer in charge of securitization of the depositor)

 

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