Benzinga | Dec 27, 2021 08:04AM EST

Santander Holdings USA Announces Extension Of Tender Offer To Acquire Shares It Does Not Own Of Santander Consumer USA Holdings Inc. For $41.50/Share

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 as previously extended was scheduled to expire at 5:00 p.m., New York City Time, on December 23, 2021. As a result of this extension, the Tender Offer is now scheduled to expire at 5:00 p.m., New York City Time, on December 29, 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 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 12.8 million shares of common stock of SC have been tendered and not validly withdrawn in the tender offer as of December 23, 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 financial companies with approximately 14,900 employees, 5 million customers, and $156 billion in assets as of September 2021. 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 $65 billion (for the third quarter ended September 30, 2021), and is headquartered in Dallas (www.santanderconsumerusa.com).