**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K**

 

 

**(Mark One)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2021.**

**or**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                     to                    .**

 

 

**SANTANDERDRIVE AUTO RECEIVABLES TRUST 2019-3**

**(Exact name of issuing entity as specified in itscharter)**

**Commission file number of the issuing entity:333-228364-05**

**Central Index Key Number of issuingentity: 0001783326**

**SANTANDER DRIVE AUTO RECEIVABLES LLC**

**(Exact name of depositor as specified in its charter)**

**Commission file number of depositor: 333-228364**

**Central Index Key Number of depositor: 0001383094**

**SANTANDER CONSUMER USA INC.**

**(Exact name of sponsor as specified in its charter)**

 

 

**Central IndexKey Number of sponsor: 0001540151**

**Delaware**

**(State or other jurisdiction of incorporation or organization of the issuing entity)**

**83-6838118**

**(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 SecuritiesAct.    Yes  ☐    No   ☒ 

Indicate by check mark if the registrant is not requiredto 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 Actof 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 everyInteractive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).    Yes  ☒    No  ☐ 

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-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 periodfor 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 internalcontrol 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 Rule 12b-2 of theAct).    Yes  ☐    No  ☒ 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such commonequity, 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 Part of the Form 10-K (e.g. Part I, PartII, 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 Form 10-K:**

 
Item 1
Business 

 
Item 1A
Risk Factors 

 
Item 2
Properties 

 
Item 3
Legal Proceedings 

 
**Item 1B.**
**Unresolved Staff Comments**

Nothing to report. 

 
**Item 4.**
**Mine Safety Disclosures**

Not applicable. 

**Substitute information provided inaccordance with General Instruction J to Form 10-K:**

**Item 1112(b) of Regulation AB. SignificantObligors 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 SignificantEnhancement Providers)**

Nothing to report. 

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

Nothing to report. 

**Item 1117 of Regulation AB. LegalProceedings.**

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

In December 2014, Phoenix Light SF Limited and certain related entities and the National Credit Union Administration (NCUA) filed complaints in the UnitedStates District Court for the Southern District of New York against Wells Fargo Bank, alleging claims against Wells Fargo Bank in its capacity as trustee for a number of residential mortgage-backed securitiestrusts. Complaints 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 WellsFargo Bank, as trustee, caused losses to investors, and plaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for purportedbreaches of representations and warranties, notify investors of alleged events of default, and abide by appropriate standards of care following alleged events of default. Wells Fargo Bank previously settled two class action lawsuits with similarallegations 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 takeappropriate actions upon learning of defective mortgage loan documentation. In March 2021, the Company entered into an agreement to resolve the case filed by the NCUA. In addition to the foregoing cases, in August 2014 and August 2015 NomuraCredit & Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seven third-party complaints against Wells Fargo Bank in New York state court.In the underlying first-party actions, Nomura and Natixis have been sued for alleged breaches of representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions, Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primary servicer orsecurities 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 toperform default oversight duties. Wells Fargo Bank has asserted counterclaims alleging that Nomura and Natixis failed to provide Wells Fargo Bank notice of their representation and warranty breaches. 

With respect to each of the foregoing litigations, Wells Fargo Bank believes plaintiffs’ claims are without merit and intends to contest the claimsvigorously, 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. 

 
3 

**PART II**

**The following items have been omitted in accordance with General Instruction J to Form 10-K:**

 
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities 

 
Item 6
[Reserved] 

 
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations

 
Item 7A
Quantitative and Qualitative Disclosures about Market Risk 

 
Item 8
Financial Statements and Supplementary Data 

 
Item 9
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 

 
Item 9A
Controls and Procedures 

 
**Item 9B.**
**Other Information**

None. 

 
**Item 9C.**
**Disclosure Regarding Foreign Jurisdictions that Prevent Inspections**

Not applicable. 

 
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**PART III**

**The following items have been omitted in accordance with General Instruction J to Form 10-K:**

 
Item 10
Directors, Executive Officers, and Corporate Governance 

 
Item 11
Executive Compensation 

 
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 
Item 13
Certain Relationships and Related Transactions, and Director Independence 

 
Item 14
Principal Accountant Fees and Services 

**Substitute information provided in accordance with General Instruction J to Form 10-K:**

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

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on theInstruction to Item 1119. 

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

Each of Santander Consumer USA Inc., Wells Fargo Bank, N.A. and Computershare Trust Company, N.A. (each, a “Servicing Participant”) have beenidentified 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 theservicing criteria applicable to it (each, a “Report on Assessment”), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants hasprovided an attestation report (each, an “Attestation Report”) by one or more registered public accounting firms, which reports are also attached as exhibits to this Form 10-K.

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

**Item 1123 of Regulation AB. Servicer ComplianceStatements**

Santander Consumer USA Inc. has been identified by the issuing entity as the servicer with respect to the asset pool held by the issuingentity. Santander 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 Form 10-K.

 
5 

**PART IV**

 
**Item 15.**
**Exhibit and Financial Statement Schedules**

(a)(1)    Not Applicable. 

(a)(2)    Not Applicable. 

(a)(3)    See Item 15(b) below. 

(b)        Exhibits 

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

 

Exhibit No.
  
Description
  1.1  Underwriting Agreement, dated as of August 13, 2019, 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 Form 8-K filed by the Issuer (Commission File No. 333-228364-05) with the Securities and Exchange Commission on August 15, 2019)   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 of Form SF-3 filed by Santander Drive (Commission File No. 333-228364) with the Securities and Exchange Commission on November 13, 2018)   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 3.2 of Form SF-3 filed by Santander Drive (Commission File No. 333-228364) with the Securities and Exchange Commission on November 13, 2018)   4.1  Indenture, dated as of August 21, 2019, between Santander Drive Auto Receivables Trust 2019-3, as issuer (the “Issuer”), and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the Issuer (Commission File No. 333-228364-05) with the Securities and Exchange Commission on August 22, 2019) 10.1  Purchase Agreement, dated as of August 21, 2019, between SC and Santander Drive (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Issuer (Commission File No. 333-228364-05) with the Securities and Exchange Commission on August 22, 2019) 10.2  Sale and Servicing Agreement, dated as of August 21, 2019, among the Issuer, Santander Drive, SC and the Indenture Trustee (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Issuer (Commission File No. 333-228364-05) with the Securities and Exchange Commission on August 22, 2019) 10.3  Administration Agreement, dated as of August 21, 2019, among the Issuer, SC, as administrator, and the Indenture Trustee (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Issuer (Commission File No. 333-228364-05) with the Securities and Exchange Commission on August 22, 2019) 10.4  Amended and Restated Trust Agreement, dated as of August 21, 2019, between Santander Drive and Wilmington Trust, National Association, not in its individual capacity but solely as owner trustee for the Issuer (incorporated by reference to Exhibit 10.4 of Form 8-K filed by the Issuer (Commission File No. 333-228364-05) with the Securities and Exchange Commission on August 22, 2019) 10.5  Asset Representations Review Agreement, dated as of August 21, 2019, 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 Form 8-K filed by the Issuer (Commission File No. 333-228364-05) with the Securities and Exchange Commission on August 22, 2019) 10.6  Second 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. 333-228364-05) with the Securities and Exchange Commission on November 5, 2021) 10.7  First 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. 333-228364-05) 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 (Wells Fargo Bank, N.A.) 33.3  Assessment 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 Wells Fargo Bank, N.A.) 34.3  Report 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.**
**Form 10-K Summary**

None. 

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

No annualreport, 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. 

 
6 

**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 tobe signed on its behalf by the undersigned, thereunto duly authorized. 

Date: March 31, 2022 

 
SANTANDER DRIVE AUTO RECEIVABLES LLC, as depositorBy: /s/ Corey HenryName: Corey HenryTitle: President and Chief Executive Officer (senior officer in charge of securitization of the depositor)
 
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