UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 24, 2021
SANTANDER CONSUMER USA HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-36270 | 32-0414408 | ||
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1601 Elm St. Suite #800 Dallas, Texas |
75201 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 634-1110
N/A
(Former name or former address, if changed since last report)
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:
| ☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.01 par value per share | SC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
| Item 7.01. |
Regulation FD Disclosure. |
On August 24, 2021, Santander Consumer USA Holdings Inc. (the “Company”) issued a press release announcing that it has entered into a definitive agreement with Santander Holdings USA, Inc. (“SHUSA”) whereby SHUSA will acquire the Company for $41.50 per share in cash. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this report by reference.
The information contained in this Item 7.01 and in Exhibit 99.1 of this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits. |
| (d) |
Exhibits |
|
Exhibit
No. |
Description |
|
| 99.1 | Press Release of the Company, dated August 24, 2021 | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | |
2
SIGNATURE
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.
| SANTANDER CONSUMER USA HOLDINGS INC. | ||||||||
| Dated: August 24, 2021 | By: |
/s/ Christopher Pfirrman |
||||||
| Name: | Christopher Pfirrman | |||||||
| Title: | Chief Legal Officer | |||||||
3
Exhibit 99.1
Santander Consumer USA Holdings Inc. Agrees to Be Taken Private by Santander Holdings USA, Inc.
DALLAS, August 24, 2021 - Santander Consumer USA Holdings Inc. (NYSE: SC) (“SC” or the “Company“) today announced that SC and its majority shareholder Santander Holdings USA, Inc. (“SHUSA”) have entered into a definitive agreement whereby SHUSA will acquire SC for $41.50 per share in cash, which represents a total equity value of $12.7 billion. The transaction is expected to close in the fourth quarter of 2021.
The transaction has been unanimously approved by the board of directors of SHUSA. The Board of Directors of SC formed a special committee consisting of the independent and disinterested directors of SC (the “Special Committee”) to evaluate and negotiate the definitive agreement. Acting upon the unanimous recommendation of the Special Committee, the Board of Directors of SC unanimously approved the transaction.
Under the terms of the definitive agreement, a wholly-owned subsidiary of SHUSA will promptly commence a tender offer to acquire all of the outstanding shares of SC’s common stock that SHUSA does not yet own at a price of $41.50 per share in cash. Following completion of the tender offer, SHUSA will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer. The tender offer is not subject to a financing condition.
The offer price of $41.50 per share in cash represents a premium of approximately 14% to the $36.43 closing price of SC’s common stock on July 1, 2021, the day prior to the announcement of SHUSA’s initial, non-binding proposal to acquire shares of common stock of SC that SHUSA did not yet own.
Consummation of the tender offer is subject to various conditions, including regulatory approval of the Board of Governors of the Federal Reserve System and other customary conditions. Upon completion of the transaction, SC will become a wholly owned subsidiary of SHUSA.
Piper Sandler is acting as financial advisor and Covington & Burling LLP is acting as legal counsel to the Special Committee. Hughes Hubbard & Reed LLP is acting as legal counsel to SC.
Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, related to SHUSA, SC and the acquisition of SC by SHUSA (the “Transaction”) that are subject to risks, uncertainties and other factors. Any statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “looking forward,” “would,” “hopes,” “assumes,” “estimates,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Forward-looking statements include, without limitation, statements regarding the Transaction and related matters, the expected timing of the completion of the Transaction, the ability to complete the Transaction considering the various closing conditions, and any assumptions underlying any of the foregoing. Although the Company believes that the expectations reflected in these forward-looking
statements are reasonable as of the date on which the statements are made, these statements are not guarantees of future performance and involve risks and uncertainties that are subject to change based on various important factors and assumptions, some of which are beyond the Company’s control. Among the factors that could cause actual results to differ from those reflected in forward-looking statements include, without limitation, uncertainties as to the timing of the tender offer and merger; the possibility that competing offers will be made; the possibility that various closing conditions for the Transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction; the effects of the Transaction on relationships with employees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; Transaction costs; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including current reports on Form 8-K, quarterly reports on Form 10-Q, and annual reports on Form 10-K as well as the Schedule 14D-9 to be filed by SC. All forward-looking statements are based on information currently available to SC, and SC assumes no obligation and disclaim any intent to update any such forward-looking statements. New risks and uncertainties emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Readers are cautioned not to place undue reliance on the Company’s forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Any forward-looking statements only speak as of the date of this press release, and the Company undertakes no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to the Company are expressly qualified by these cautionary statements.
About Santander Consumer USA Holdings Inc.
Santander Consumer USA Holdings Inc. (NYSE: SC) (“SC”) is a full-service consumer finance company focused on vehicle finance, third-party servicing and delivering superior service to our more than 3.1 million customers across the full credit spectrum. SC, which began originating retail installment contracts in 1997, had an average managed asset portfolio of approximately $64 billion (for the second quarter ended June 30, 2021), and is headquartered in Dallas, Texas. (www.santanderconsumerusa.com)
Investor Relations:
Evan Black
800.493.8219
InvestorRelations@santanderconsumerusa.com
Media Contact:
Laurie Kight
214.801.6455
laurie.kight@santander.us
2