UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~December~~January 28, ~~2013~~2014

Commission FileNumber		I.R.S. Employer Identification Number
Commission File Number	Registrant, State of Incorporation;Address; Telephone Number	I.R.S. Employer Identification Number
001-14759	DRIVETIME AUTOMOTIVE GROUP, INC.(A Delaware Corporation)4020 East Indian School Road, Phoenix, Arizona 85018(602) 852-6600	86-0721358
333-169730	DT ACCEPTANCE CORPORATION(An Arizona Corporation)4020 East Indian School Road, Phoenix, Arizona 85018(602) 852-6600	82-0587346
333-169730-05	DT CREDIT COMPANY, LLC(An Arizona Limited Liability Company)4020 East Indian School Road, Phoenix, Arizona 85018(602) 852-6600	86-0677984
333-169730-04	DRIVETIME SALES AND FINANCE COMPANY, LLC(An Arizona Limited Liability Company)4020 East Indian School Road, Phoenix, Arizona 85018(602) 852-6600	86-0657074

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG”), and DT Acceptance Corporation, an Arizona corporation (“DTAC” and together with DTAG, the “Issuers”) are co-issuers, jointly and severally of the 12.625% Senior Secured Notes Due 2017 (the “Notes”) pursuant to the Indenture, dated as of June 4, 2010 (the “Indenture”) among the Issuers, the Guarantors party thereto and Wells Fargo ~~Warehouse~~Bank, National Association, as Trustee (the “Trustee”).

OnPursuant ~~December~~to 2the Indenture, on September 27, 2013, the Issuers, DriveTime ~~Automotive~~Insurance ~~Group~~Holdings, Inc., ~~(“DTAG”)~~a ~~and~~Delaware DTcorporation ~~Acceptance Corporation~~ (“~~DTAC~~Holdings”), ~~through~~a ~~DTAC’s~~newly-formed wholly-owned ~~subsidiaries,~~subsidiary DTof ~~Warehouse~~DriveTime V,Sales ~~LLC (“DT Warehouse V”)~~ and DTFinance ~~Credit~~ Company, LLC ~~(“DTCC”)~~, ~~entered~~and ~~into~~the ~~Amendment~~Trustee ~~Number~~entered 4into tothe ~~Loan~~Seventh ~~and~~Supplemental ~~Security~~Indenture ~~Agreement~~ (the “~~Amendment~~Seventh Supplemental Indenture”) ~~amending~~whereby ~~the~~Holdings ~~Loan~~became ~~and Servicing Agreement, dated December 23, 2011, by and among DT Warehouse V, as Borrower, DTCC, as Servicer, Wells Fargo Bank, N.A., as lender, Wells Fargo Securities, LLC,~~ a ~~Delaware~~Guarantor ~~limited~~under ~~liability company, as administrative agent for~~ the ~~Lender and Wells Fargo Bank, N~~Indenture.~~A., a national banking association, as the collateral custodian and backup servicer (the “Loan and Servicing Agreement”).~~

The ~~Amendment~~foregoing ~~extends~~description of the ~~termination~~Indenture ~~date~~and the Seventh Supplemental Indenture is only a summary, does not purport to ~~December~~be complete and is qualified in its entirety by reference to the Indenture which is filed as Exhibit 4.1,.1 ~~2015,~~to ~~increases~~the Amendment No. 1 to the ~~applicable~~Form ~~advance~~S-4 ~~rate~~Registration ~~and~~Statement ~~revises~~filed ~~certain~~on ~~definitions~~October 19, 2010, and ~~adjusts~~the ~~certain~~Seventh ~~financial~~Supplemental ~~tests~~Indenture, ~~and~~which ~~advance~~is ~~rate~~filed ~~reduction~~as ~~events~~Exhibit 4.1 ~~under~~to ~~the~~this ~~Loan~~Current Report on Form 8-K and ~~Servicing~~are ~~Agreement~~incorporated herein by reference.

The foregoing description of the Amendment and the Loan and Servicing Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment to the Loan and Servicing Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the Loan and Servicing Agreement, which is filed as Exhibit 10.17 to the Annual Report on Form 10-K filed on March 30, 2012 and is incorporated herein by reference.

Sale of GFC Lending LLC

On December 5, 2013, DTAC and GFC Lending LLC (f/k/a Go Financial Company, LLC), an Arizona limited liability company and former subsidiary of DTAC (“GFC Lending”) entered into a definitive agreement (“Purchase Agreement”) to sell all of the membership interests of GFC Lending (“Sale Transaction”) to the shareholders of DTAC (“Purchasers”).

In respect of the Sale Transaction, DTAC received aggregate cash proceeds of approximately $86.5 million and notes from the shareholders in the aggregate principal amount of approximately $28.8 million. As part of the Sale Transaction, DTAC and GFC Lending cross-licensed certain intellectual property currently shared by the two companies and contracted for the provision and cost allocation for certain services currently shared by the two companies. During a transition period, DTCC will continue to provide certain services with respect to the receivables portfolio owned by GFC Lending.

The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entry by, the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.



Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber	Description
2.1	Membership Interest Purchase Agreement, dated as of the date hereof, among Maker, Ernest C. Garcia III Multi-Generational Trust III, Ernest Irrevocable 2004 Trust III and Raymond C. Fidel, GFC Lending, LLC (f/k/a Go Financial Company, LLC), an Arizona limited liability company.
4.1	Seventh Supplemental Indenture, dated January 8, 2014, by and among DriveTime Automotive Group, Inc., DT Acceptance Corporation, DriveTime Insurance Holdings, Inc., Wells Fargo Bank, National Association, as Trustee
10.1	Amendment Number 4 to Loan and Security Agreement, dated December 23, 2011, by and among DT Warehouse V, LLC, DT Credit Company, LLC (“DTCC”), Wells Fargo Bank, N.A., as lender, Wells Fargo Securities, LLC, as administrative agent and Wells Fargo Bank, N.A., as the collateral custodian and backup servicer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 6, 2013		DRIVETIME AUTOMOTIVE GROUP, INC.
Date: January 14, 2014	DRIVETIME AUTOMOTIVE GROUP, INC.
	By:	~~By:~~/s/ Mark G. Sauder	~~/s/ Mark G. Sauder~~
		Mark G. Sauder	~~Mark G. Sauder~~
		Chief Financial Officer	~~Chief Financial Officer~~
Date: December 6, 2013		DT ACCEPTANCE CORPORATION
Date: January 14, 2014	DT ACCEPTANCE CORPORATION
	By:	~~By:~~/s/ Mark G. Sauder	~~/s/ Mark G. Sauder~~
		Mark G. Sauder	~~Mark G. Sauder~~
		Chief Financial Officer	~~Chief Financial Officer~~
Date: December 6, 2013		DT CREDIT COMPANY, LLC
Date: January 14, 2014	DRIVETIME SALES AND FINANCE COMPANY, LLC
	By:	~~By:~~/s/ Raymond Fidel	~~/s/ Raymond Fidel~~
		Raymond Fidel	~~Raymond Fidel~~
			President and Manager
		President, Chief Executive Officer and Manager

EXHIBIT INDEX

Exhibit No.		Description
2.1		Membership Interest Purchase Agreement, dated as of the date hereof, among Maker, Ernest C. Garcia III Multi-Generational Trust III, Ernest Irrevocable 2004 Trust III and Raymond C. Fidel, GFC Lending, LLC (f/k/a Go Financial Company, LLC), an Arizona limited liability company
4.1		Seventh Supplemental Indenture, dated January 8, 2014, by and among DriveTime Automotive Group, Inc., DT Acceptance Corporation, DriveTime Insurance Holdings, Inc., Wells Fargo Bank, National Association, as Trustee
10.1		Amendment Number 4 to Loan and Security Agreement, dated December 23, 2011, by and among DT Warehouse V, LLC, DT Credit Company, LLC (“DTCC”), Wells Fargo Bank, N.A., as lender, Wells Fargo Securities, LLC, as administrative agent and Wells Fargo Bank, N.A., as the collateral custodian and backup servicer

Filing Compare · DRIVETIME AUTOMOTIVE GROUP INC