DALLAS, Feb. 28, 2020 /PRNewswire/ -- Santander
Consumer USA Holdings Inc. (NYSE:
SC) ("SC" or the "Company") announced today the preliminary results
of its "modified Dutch Auction" tender offer, which expired at
12:00 midnight, Eastern Time at the end of the day on February 27, 2020.
Based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offer, a total of 17,523,741
shares of SC's common stock, $0.01
par value per share, were properly tendered and not properly
withdrawn at or below the purchase price of $26 per share, including 10,623,788 shares that
were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the depositary, the Company
expects to acquire approximately 17,523,741 shares of its common
stock at a price of $26 per share,
for an aggregate cost of approximately $455,617,266, excluding fees and expenses
relating to the tender offer. These shares represent approximately
5.2 percent of the shares outstanding.
The number of shares to be purchased and the purchase price are
preliminary and subject to change. The preliminary information
contained in this press release is subject to confirmation by the
depositary and is based on the assumption that all shares tendered
through notice of guaranteed delivery will be delivered within the
two trading day settlement period. The final number of shares to be
purchased and the final purchase price will be announced following
the expiration of the guaranteed delivery period and completion by
the depositary of the confirmation process. Payment for the shares
accepted for purchase under the tender offer, and return of all
other shares tendered and not purchased, will occur promptly
thereafter.
Stockholders who have questions or would like additional
information about the tender offer may contact the information
agent for the tender offer, Georgeson Inc., toll-free at
(800) 509-1312.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Any statements about our expectations, beliefs, plans,
predictions, forecasts, objectives, assumptions, or future events
or performance are not historical facts and may be forward-looking.
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, estimates, plans, projects,
continuing, ongoing, expects, intends, and similar words or
phrases. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, these statements
are not guarantees of future performance and involve risks and
uncertainties that are subject to change based on various important
factors, some of which are beyond our control. For additional
discussion of these risks, refer to the section entitled Risk
Factors and elsewhere in our Annual Report on Form 10-K and our
Quarterly Reports on Form 10-Q filed by us with the U.S. Securities
and Exchange Commission (SEC). Among the factors that could cause
the forward-looking statements in this press release and/or our
financial performance to differ materially from that suggested by
the forward-looking statements are (a) the inherent limitations in
internal control over financial reporting; (b) our ability to
remediate any material weaknesses in internal controls over
financial reporting completely and in a timely manner; (c)
continually changing federal, state, and local laws and regulations
could materially adversely affect our business; (d) adverse
economic conditions in the United States and worldwide may
negatively impact our results; (e) our business could suffer if our
access to funding is reduced; (f) significant risks we face
implementing our growth strategy, some of which are outside our
control; (g) unexpected costs and delays in connection with exiting
our personal lending business; (h) our agreement with FCA US LLC
may not result in currently anticipated levels of growth and is
subject to certain conditions that could result in termination of
the agreement; (i) our business could suffer if we are unsuccessful
in developing and maintaining relationships with automobile
dealerships; (j) our financial condition, liquidity, and results of
operations depend on the credit performance of our loans; (k) loss
of our key management or other personnel, or an inability to
attract such management and personnel; (l) certain regulations,
including but not limited to oversight by the Office of the
Comptroller of the Currency, the Consumer Financial Protection
Bureau, the European Central Bank, and the Federal Reserve, whose
oversight and regulation may limit certain of our activities,
including the timing and amount of dividends and other limitations
on our business; and (m) future changes in our relationship with
SHUSA and Banco Santander that could adversely affect our
operations. If one or more of the factors affecting our
forward-looking information and statements proves incorrect, our
actual results, performance or achievements could differ materially
from those expressed in, or implied by, forward-looking information
and statements. Therefore, we caution the reader not to place undue
reliance on any forward-looking information or statements. The
effect of these factors is difficult to predict. Factors other than
these also could adversely affect our results, and the reader
should not consider these factors to be a complete set of all
potential risks or uncertainties as new factors emerge from time to
time. Any forward-looking statements only speak as of the date of
this document, and we undertake 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 us 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 2.9 million customers across the
full credit spectrum. The Company, which began originating retail
installment contracts in 1997, had an average managed asset
portfolio of approximately $59
billion (as of December 31,
2019), and is headquartered in Dallas. (www.santanderconsumerusa.com)
CONTACTS:
Investor Relations
Evan Black
800.493.8219
InvestorRelations@santanderconsumerusa.com
Media Relations
Annette Rogers
469.563.4157
Media@santanderconsumerusa.com
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SOURCE Santander Consumer USA
Holdings Inc.