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**UNITED STATES**

**SECURITIESAND 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, 2018.**

**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 2015-3**

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

**Commission file number of the issuing entity:333-192513-07**

**Central Index Key Number of issuingentity: 0001643202**

**SANTANDER DRIVE AUTO RECEIVABLES LLC**

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

**Commission file number of depositor: 333-192513**

**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)**

**37-6595824**

**(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 isnot 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 ExchangeAct 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 90days.    Yes ☒    No ☐ 

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 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 Regulation S-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 Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check markwhether the registrant 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 acceleratedfiler,” “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 is a shell company (as defined in Rule 12b-2 of theAct).    Yes   ☐    No   ☒ 

State the aggregate market value of thevoting 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 askedprice of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. **Not applicable**. 

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. Thelisted documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). **None**. 

 

 

 
**

**PART I**

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

 
Item 1:        BusinessItem 1A:    Risk FactorsItem 2:    PropertiesItem 3:    Legal ProceedingsItem 4:    Mine Safety Disclosures
**Item 1B. Unresolved Staff Comments.**

Nothing to report. 

**Substitute informationprovided in accordance with General Instruction J to Form 10-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 (InformationRegarding Significant Enhancement Providers).**

Nothing to report. 

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

Nothing to report. 

**Item 1117 ofRegulation AB. Legal Proceedings.**

Deutsche Bank Trust Company Americas, as the indenture trustee, has provided the followinginformation: 

Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche Bank National Trust Company (“DBNTC”) havebeen sued by investors in civil litigation concerning their role as trustees of certain RMBS trusts. 

On June 18, 2014, a group ofinvestors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failed to perform purported duties, as trusteesfor 544 private-label RMBS trusts, to enforce breaches of representations and warranties as to mortgage loans held by the trusts and to enforce breaches by servicers of their mortgage loan servicing obligations for the trusts. During the course ofthe litigation, plaintiffs dismissed the case from New York State Supreme Court and refiled two separate cases, one in the U.S. District Court for the Southern District of New York (the “BlackRock SDNY Case”) and the other in the SuperiorCourt of California, Orange County (the “BlackRock California Case”). Pursuant to a settlement among the parties, the BlackRock SDNY Case was dismissed on December 6, 2018 and the BlackRock California Case was dismissed onJanuary 11, 2019. 

 
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On September 27, 2017, DBTCA was added as a defendant to a case brought by certainspecial purpose entities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. OnSeptember 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue.Plaintiffs’ third amended complaint brings claims for violation of the U.S. Trust Indenture Act of 1939 (“TIA”); breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of the New York Streit Act; andbreach of the covenant of good faith. However, in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence and gross negligence claims, Streit Actclaims, claims for breach of the covenant of good faith, and certain theories of plaintiffs’ breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “hundreds ofmillions of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointlywith Commerzbank AG (see description of Commerzbank case below), filed a motion for partial summary judgment. Both motions are being briefed by the parties. Discovery is ongoing. 

On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG (“Commerzbank”) in the U.S. DistrictCourt for the Southern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank filed a second amended complaint that names DBTCAas a defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbank’s second amended complaint brings claims for violation of the TIA; breach ofcontract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court dismissedCommerzbank’s TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any rights onappeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,” but the complaint does not include a demand for money damages in a sum certain. On January 29,2018, DBNTC and DBTCA filed an answer to the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the Phoenix Light plaintiffs, filed amotion for partial summary judgment. Both motions are being briefed by the parties. Discovery is ongoing. 

On December 30, 2015, IKBInternational, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Court of the State of New York, New York County, against DBNTC andDBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of the Streit Act, violation of the TIA,violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA, together with several othertrustees defending lawsuits by IKB, filed a joint motion to dismiss. On January 6, 2017, IKB filed a notice of discontinuance, voluntarily dismissing with prejudice all claims as to three trusts. As of January 17, 2017, DBNTC andDBTCA’s motion to dismiss has been briefed and is awaiting decision by the court. On June 20, 2017, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to four additional trusts. Certain limited discoveryis permitted to go forward while the motion to dismiss is pending. 

It is DBTCA’s belief that it has no pending legal proceedings(including, based on DBTCA’s present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties as Trustee under the Indenture and Sale and Servicing Agreement for thistransaction. 

 
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**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:
Selected Financial Data 

 
 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.**

Santander Consumer USA Inc. (“SC”) is a wholly-owned subsidiary of Santander Consumer USA Holdings Inc. (“SC Holdings”). OnFebruary 26, 2019, SC Holdings filed its Annual Report on Form 10-K for the year ended December 31, 2018 and disclosed certain legal and regulatory matters. Additional information about SCHoldings and its consolidated subsidiaries, including information contained in required annual reports on Form 10-K, quarterly reports on Form 10-Q and current reportson Form 8-K, is on file with the SEC under the name “Santander Consumer USA Holdings Inc.” and file number 001-36270.

 
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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 Accounting 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 inreliance on the Instruction to Item 1119. 

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

Each of SC and Deutsche Bank Trust Company Americas (each, a “Servicing Participant”) have been identified by the issuing entity asparties 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 Form 10-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 Form 10-K.

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

**Item 1123 of RegulationAB. Servicer Compliance Statements.**

SC has been identified by the issuing entity as the servicer with respect to the asset pool heldby the issuing entity. SC has completed a statement of compliance with applicable servicing criteria signed by an authorized officer. The Compliance Statement is attached as an exhibit to this Form10-K.

 
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**PART IV**

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

 
(a)(1)
Not Applicable. 

 
(a)(2)
Not Applicable. 

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

 
(b)
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 17, 2015, 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. 333-192513-07) with the Securities and Exchange Commission on June 19,2015)   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 S-3 filed by Santander Drive (Commission File No. 333-192513) with the Securities and Exchange Commission on November 22, 2013)   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 Form 8-K filed by the Santander Drive (Commission File No. 333-139609) with the Securities and Exchange Commission on March 1, 2017)   4.1  Indenture, dated as of June 24, 2015, between Santander Drive Auto Receivables Trust 2015-3, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the Issuer (Commission File No. 333-192513-07) with the Securities andExchange Commission on June 26, 2015) 10.1  Purchase Agreement, dated as of June 24, 2015, between SC and Santander Drive (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Issuer (Commission File No. 333-192513-07) with the Securities and Exchange Commission on June 26, 2015)10.2  Sale and Servicing Agreement, dated as of June 24, 2015, 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. 333-192513-07) with the Securities and Exchange Commission on June 26, 2015) 10.3  Administration Agreement, dated as of June 24, 2015, 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. 333-192513-07) with the Securities and Exchange Commission on June 26, 2015) 
 
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10.4  Amended and Restated Trust Agreement, dated as of June 24, 2015, 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. 333-192513-07) with the Securities and Exchange Commission on June 26, 2015) 10.5  First Amendment to Sale and Servicing Agreement, dated April 13, 2017 (incorporated by reference to Exhibit 10.2 of Form 10-D filed by the Issuer (Commission File No. 333-192513-07) with the Securities and Exchange Commission on April 17, 2017)31.1  Certification (Santander Drive) 33.1  Management’s Assessment of Compliance with SEC Regulation AB Servicing Criteria (SC) 33.2  Management’s Assertion of Compliance (Indenture Trustee) 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) 35.1  Servicer Compliance Statement (SC) 99.1  Servicing Agreement, dated as of July 15, 2016, by and between SC and Santander Consumer International Puerto Rico LLC (the “Subservicer”) (incorporated by reference to Exhibit 99.1 of Form 8-K filed by Santander Drive (Commission File No. 333-139609) with the Securities and Exchange Commission on March 1, 2017) 99.2  Amended and Restated Program Portfolio Schedule (SDART Publicly Registered Transactions), dated as of January 31, 2017, by and between SC and the Subservicer (incorporated by reference to Exhibit 99.2 of Form 8-K filed by Santander Drive (Commission File No. 333-139609) with the Securities and Exchange Commission on March 1, 2017) 
(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. 

 

 
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**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 29, 2019 

 

SANTANDER DRIVE AUTO RECEIVABLES LLC,

as depositor
By: 
/s/ Corey Henry
Name: Corey HenryTitle: President and Chief Executive Officer (senior officer in charge of securitization of the depositor)
 
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