Current Report Filing (8-k)
July 01 2019 - 6:17AM
Edgar (US Regulatory)
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): June 28, 2019
SANTANDER CONSUMER USA HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-36270
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32-0414408
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1601 Elm St. Suite #800
Dallas, Texas
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75201
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 par value per share
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SC
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New York Stock Exchange
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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 1.01
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Entry into a Material Definitive Agreement.
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On June 28, 2019, Santander Consumer USA Inc. (SC), a wholly-owned subsidiary of Santander Consumer USA Holdings Inc. (the
Company), entered into an Amendment (the Amendment) to the Master Private Label Financing Agreement, dated as of February 6, 2013 (as previously amended, the Chrysler Agreement), with FCA US LLC
(FCA). The Amendment modifies the Chrysler Agreement to, among other things, adjust certain performance metrics, exclusivity commitments and payment provisions under the Chrysler Agreement. In connection with the execution of the
Amendment, SC made a
one-time
cash payment of $60 million to FCA. The Amendment also terminated the previously disclosed tolling agreement dated July 11, 2018, between SC and FCA, pursuant to which,
among other things, each party preserved its rights, claims and defenses as they existed on April 30, 2018 with respect to the Chrysler Agreement.
The Chrysler Agreement was filed as Exhibit 10.10 to Amendment No. 5 to the Registration Statement on Form
S-1
filed by the Company with the U.S. Securities and Exchange Commission (SEC) on January 8, 2014. The tolling agreement was filed as Exhibit 10.1 to the Current Report on Form
8-K
filed by the
Company with the SEC on July 17, 2018.
The foregoing description is qualified in its entirety by reference to the full text of the Amendment, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
A
copy of the Companys press release relating to the Amendment is filed as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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SANTANDER CONSUMER USA HOLDINGS INC.
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Dated: July 1, 2019
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By:
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/s/ Christopher Pfirrman
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Name:
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Christopher Pfirrman
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Title:
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Chief Legal Officer
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