DALLAS, Jan. 29, 2020 /PRNewswire/ -- Santander
Consumer USA Holdings Inc. (NYSE:
SC) ("SC" or the "Company") announced today that it intends to
commence a "modified Dutch Auction" tender offer to purchase up to
$1 billion of shares of its common
stock, at a range of between $23 and
$26 per share, or such lesser number
of shares of its common stock as are properly tendered and not
properly withdrawn to the seller in cash (the "Offer"). The maximum
number of shares proposed to be purchased in the Offer represents
approximately 13% of SC's currently outstanding common stock,
assuming a purchase price of $23 per
share.
The Offer will be made upon the terms and subject to the
conditions described in the offer to purchase, letter of
transmittal and related materials to be filed with the U.S.
Securities and Exchange Commission (the "SEC") on the commencement
date of the Offer.
SC intends to commence the Offer on January 30, 2020. The Offer will expire at 12:00
midnight, Eastern Time on February 27,
2020, unless extended.
SC believes the Offer is consistent with its long-term goal of
allocating capital to provide value for its stockholders and other
stakeholders. The Offer is part of SC's share repurchase
authorization previously announced on June
29, 2019 and is in line with Santander Holdings USA's approved capital plan. The Offer
provides a mechanism for completing SC's authorized share
repurchase program more rapidly than would be possible through open
market repurchases. The Offer provides stockholders the opportunity
to tender all or a portion of their shares, and thereby receive a
return of some or all of their investment in the Company, if they
so elect. SC will continue to explore options for returning capital
to its stockholders, including any amounts not tendered in this
Offer. Other options may include dividends and/or share
repurchases, though the manner and timing of additional capital
returns has not yet been determined.
None of SC, its directors, the dealer managers, the information
agent or the depositary makes any recommendation as to whether any
stockholder should participate or refrain from participating in the
Offer or as to the price or prices at which stockholders may choose
to tender their shares in the Offer.
Georgeson will serve as information agent for the Offer.
Stockholders with questions, or who would like to receive
additional copies of the Offer documents may call Georgeson at
(800) 509-1312 (toll free). The dealer managers for the Offer are
J.P. Morgan Chase & Co. and Barclays Capital Inc.
Additional Information Regarding the Offer
The Offer
has not yet commenced. SC will file a tender offer statement on
schedule TO, including an offer to purchase, letter of transmittal
and related materials, with the SEC on the commencement date of the
Offer. Shareholders will be able to obtain copies of these
documents and other documents filed with the SEC through the SEC's
internet address at www.sec.gov without charge.
Shareholders may also obtain a copy of these documents, as well as
any other documents SC has filed with the SEC from SC or at SC's
website: www.investors.santanderconsumerusa.com.
Shareholders are urged to read these documents prior to making any
decision with respect to the Offer.
SC will fund the Offer with a combination of cash on hand and
existing credit facilities.
A "modified Dutch auction" tender offer allows shareholders to
indicate how many shares and at what price within SC's specified
range they wish to tender. Based on the number of shares tendered
and the prices specified by the tendering shareholders, SC will
determine the lowest price per share within the range that will
enable the Company to purchase shares having an aggregate purchase
price of up to $1 billion. Upon the
terms and subject to the conditions of the Offer, if shares having
an aggregate purchase price of less than $1
billion are validly tendered and not validly withdrawn, SC
will buy all shares validly tendered and not validly withdrawn,
subject to the satisfaction, in SC's reasonable judgment, or waiver
of the conditions to the Offer. SC also reserves the right, in the
event that more than $1 billion of
its shares are tendered in the Offer at or below the purchase
price, to purchase up to an additional 2% of its shares outstanding
without amending or extending the Offer. All shares purchased by SC
in the Offer will be purchased at the same price. Shareholders
whose shares are purchased in the Offer will be paid the determined
purchase price in cash, less any applicable withholding taxes and
without interest, after the expiration of the Offer.
Information Regarding the Offer
This press release is
for informational purposes only. This press release is not a
recommendation to buy or sell shares or any other securities of SC,
and it is neither an offer to purchase nor a solicitation of an
offer to sell shares or any other securities of SC. The
solicitation and offer to buy SC's common stock will only be made
pursuant to the offer to purchase, the letter of transmittal and
the other Offer materials that SC will send to its shareholders.
Shareholders and investors are urged to read SC's
Tender Offer Statement on Schedule TO, the offer to purchase, the
related letter of transmittal and the other offer materials, as
well as any amendments or supplements to the Schedule TO when
they become available on the commencement date of the Offer,
because they will contain important information, including various
terms and conditions of the Offer.
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 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.