Santander Consumer USA Holdings Inc. (Form: SC TO-T/A, Received: 10/05/2021 08:17:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

SANTANDER CONSUMER USA HOLDINGS INC.

(Name of Subject Company)

MAX MERGER SUB, INC.

(Offeror)

A Direct Wholly-Owned Subsidiary of

SANTANDER HOLDINGS USA, INC.

An Indirect Wholly-Owned Subsidiary of

BANCO SANTANDER, S.A.

(Names of Filing Persons—Offeror)

Common Stock ($0.01 par value)

(Title of Class of Securities)

80283M 101

(CUSIP Number of Class of Securities)

Gerard A. Chamberlain

Santander Holdings USA, Inc.

75 State Street

Boston, Massachusetts 02109

(617) 346-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Edward D. Herlihy, Esq.

Richard K. Kim, Esq.

Mark F. Veblen, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$2,530,130,465.49		$276,037.23

Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated by adding (i) the product of (A) 60,516,901, which is the total number of shares of common stock of Santander Consumer USA Holdings Inc. outstanding (“Shares”) not beneficially owned by Santander Holdings USA, Inc. (calculated as the difference between 306,110,456, the total number of outstanding Shares, and 245,593,555, the number of Shares beneficially owned by Santander Holdings USA, Inc.) and (B) $41.50, which is the per Share tender offer price, (ii) the product of (A) 92,407, which is the number of Shares issuable upon the exercise of “in-the-money” options to purchase the Shares, and (B) $25.941, which is the difference between $41.50, which is the per Share tender offer price, and $15.559, which is the weighted average per share exercise price of such options, and (iii) the product of (A) 392,336, which is the total number of Shares subject to restricted stock units, and (B) $41.50, which is the per Share tender offer price. The calculation of the Transaction Valuation is based on information provided by Santander Consumer Holdings USA Inc. as of August 30, 2021, the most recent practicable date.

**	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory # 1 for Fiscal Year 2021 issued by the Securities and Exchange Commission (the “SEC”), by multiplying the Transaction Valuation by 0.0001091.

☒	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:	$276,037.23	Filing Party:	Santander Holdings USA, Inc.
Form or Registration No.:	Schedule TO	Date Filed:	September 7, 2021

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒

third-party tender offer subject to Rule 14d-1.

☐

issuer tender offer subject to Rule 13e-4.

☒

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Banco Santander, S.A., a Spanish bank organized under the laws of the Kingdom of Spain (“Ultimate Parent”), Santander Holdings USA, Inc., a Virginia corporation and a direct wholly-owned subsidiary of Ultimate Parent (“Parent”), and Max Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of Ultimate Parent (“Purchaser”), with the U.S. Securities and Exchange Commission on September 7, 2021 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase any and all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Santander Consumer USA Holdings Inc., a Delaware corporation (“SC”), that Parent does not already own for $41.50 per Share, net to the seller in cash, without interest and subject to deduction for any required withholding taxes and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 7, 2021 (as it may be amended from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended from time to time, the “Letter of Transmittal” and which, together with the Offer to Purchase, constitutes the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. This Amendment is being filed on behalf of Ultimate Parent, Parent, and Purchaser. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.

This Amendment is being filed to extend the expiration time of the Offer from one minute after 11:59 p.m., New York City Time, at the end of the day on October 4, 2021 to 5:00 p.m., New York City Time, on October 19, 2021.

Item 12. Exhibits.


Exhibit No.		Description

(a)(1)(i)*		Offer to Purchase, dated as of September 7, 2021.

(a)(1)(ii)*		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).

(a)(1)(iii)*		Notice of Guaranteed Delivery.

(a)(1)(iv)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(v)*		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(vi)*		Summary Advertisement as published in the New York Times on September 7, 2021.

(a)(1)(vii)**		Press Release of Santander Holdings USA, Inc., dated October 5, 2021.

(a)(5)(i)		Press Release of Santander Holdings USA, Inc., dated August 24, 2021 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K of Santander Holdings USA, Inc. filed with the SEC on August 24, 2021).

(b)		Not applicable.

(c)(1)*		Discussion Materials, dated as of August 2021, delivered by J.P. Morgan Securities LLC to the board of directors of Santander Holdings USA, Inc.

(d)(1)*		Agreement and Plan of Merger, dated as of August 23, 2021, by and among Santander Consumer USA Holdings Inc., Santander Holdings USA, Inc., and Max Merger Sub, Inc.

(f)		Section 262 of the Delaware General Corporation Law (included as Schedule II to the Offer to Purchase previously filed as Exhibit (a)(1)(i)).

(g)		Not applicable.

(h)		Not applicable.

*	Previously filed

**	Filed herewith

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.


Date: October 5, 2021	MAX MERGER SUB, INC.

	By:	/s/ Gerard A. Chamberlain
		Name:	Gerard A. Chamberlain
		Title:	Treasurer and Secretary

	SANTANDER HOLDINGS USA, INC.

	By:	/s/ Gerard A. Chamberlain
		Name:	Gerard A. Chamberlain
		Title:	Executive Vice President and Senior Deputy General Counsel

	BANCO SANTANDER, S.A.

	By:	/s/ Javier Illescas
		Name:	Javier Illescas
		Title:	Group Executive Vice President and Deputy Board Secretary

Exhibits (a)(1)(VII)

LOGO

Santander Holdings USA, Inc. Announces Extension of Tender Offer to Acquire

Shares it Does not Own of Santander Consumer USA Holdings Inc. for $41.50 per Share

BOSTON, October 5, 2021 – PRESS RELEASE

Santander Holdings USA, Inc. (“SHUSA”) today announced that it has extended the expiration date of its previously announced tender offer (the “Tender Offer”) to acquire all outstanding shares of common stock of Santander Consumer USA Holdings Inc. (“SC”) not already owned by SHUSA for $41.50 per share (the “Offer Price”).

Under the terms of the merger agreement entered into on August 23, 2021 by and among SHUSA, SC and Max Merger Sub, Inc., a wholly owned subsidiary of SHUSA (the “Purchaser”), the Tender Offer will be followed by a second-step merger (the “Merger” and together with the Tender Offer, the “Transaction”), in which the Purchaser will be merged with and into SC, with SC surviving as a wholly owned subsidiary of SHUSA, and all outstanding shares of common stock of SC not tendered in the Tender Offer will be converted into the right to receive the Offer Price in cash.

The Tender Offer commenced on September 7, 2021 and was initially scheduled to expire at one minute after 11:59 p.m., New York City Time, at the end of the day on October 4, 2021. As a result of the extension, the Tender Offer is now scheduled to expire at 5:00 p.m., New York City Time, on October 19, 2021.

The Transaction is subject to customary closing conditions, including regulatory approval by the Board of Governors of the Federal Reserve System. The Transaction is not subject to shareholder approval and is currently expected to close by late October or otherwise in the fourth quarter of 2021 upon receipt of regulatory approval.

The board of directors of SC formed a special committee consisting of the independent and disinterested directors of SC to negotiate and evaluate a potential transaction with SHUSA (the “Special Committee”). The board of directors of SC, acting on the unanimous recommendation of the Special Committee, has unanimously determined to recommend the Tender Offer to SC’s shareholders (other than SHUSA). The board of directors of SHUSA has unanimously approved the Transaction.

J.P. Morgan Securities LLC is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to 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.

Computershare Inc. and Computershare Trust Company, N.A., the joint depositary for the Tender Offer, have informed SHUSA that approximately 26.9 million shares of common stock of SC have been tendered and not validly withdrawn in the tender offer as of October 4, 2021.

Santander Holdings USA, Inc. (SHUSA) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (Santander), a global banking group with 149 million customers in the U.S., Europe and Latin America. As the intermediate holding company for Santander’s U.S. businesses, SHUSA is the parent organization of five financial companies with more than 15,000 employees, 5 million customers, and $150 billion in assets as of December 2020. These include Santander Bank, N.A., Santander Consumer USA Holdings Inc. (NYSE: SC), Banco Santander International, Santander Securities LLC, Santander Investment Securities Inc., and several other subsidiaries. Santander US is recognized as a top 10 auto lender, a top 10 multifamily lender, and a top 20 commercial real estate lender, and has a growing wealth management business with more than $50 billion in assets under management. For more information on Santander US, please visit www.santanderus.com.

Santander Consumer USA Holdings Inc. (NYSE: 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 (www.santanderconsumerusa.com).

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements, including statements regarding the potential consummation of the proposed Transaction, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the Transaction; the possibility that the Transaction will not be completed; and the impact of general economic, industry, market or political conditions. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this communication, and SHUSA does not undertake any obligation to update any forward-looking statement except as required by law.

Additional Information and Where to Find It

The tender offer referenced in this communication commenced on September 7, 2021. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of SC nor is it a substitute for any tender offer materials that SHUSA and the Purchaser have filed with the U.S. Securities and Exchange Commission (the “SEC”). The solicitation and the offer to buy the shares of SC common stock has been made pursuant to the tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal, and other related materials, filed with the SEC by SHUSA on September 7, 2021. In addition, on September 7, 2021, SC filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 and a Transaction Statement on Schedule 13E-3 with respect to the Tender Offer. THE TENDER OFFER MATERIALS

(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND THE TRANSACTION STATEMENT ON SCHEDULE 13E-3 CONTAIN IMPORTANT INFORMATION. SC STOCKHOLDERS ARE URGED TO READ THESE TRANSACTION DISCLOSURE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SC SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, have been made available to all holders of SC stock at no expense to them and are available for free at the SEC’s website at www.sec.gov. Copies of any documents filed with the SEC by SHUSA are available free of charge on SHUSA’s internet website at https://santanderus.com. Copies of any documents filed with the SEC by SC are available free of charge on SC’s internet website at https://santanderconsumerusa.com or by contacting SC’s Investor Relations Department at +1-800-493-8219 or InvestorRelations@santanderconsumerusa.com.