Written Communication Relating to an Issuer or Third Party (sc To-c)
January 29 2020 - 6:21AM
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): January 29, 2020
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ☐
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Item 2.02.
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Results of Operations and Financial Condition.
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On January 29, 2020, Santander Consumer USA Holdings Inc. (the Company) issued a press release announcing
financial results for the fourth quarter ended December 31, 2019. Copies of the Companys press release and an investor presentation for the fourth quarter ended December 31, 2019 are attached hereto as Exhibits 99.1 and
99.2, respectively, and incorporated herein by reference.
Note: Information in this report (including Exhibits 99.1 and 99.2) furnished pursuant
to Item 2.02 shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
On January 29, 2020, the Company issued a press release announcing 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 in cash, or such lesser number of shares of its common stock as are properly tendered and not properly withdrawn
to the seller. A copy of the press release is filed as Exhibit 99.3 to this report and incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release of Santander Consumer USA Holdings Inc., dated January 29, 2020, relating to fourth quarter financial results
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99.2
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Presentation Materials of Santander Consumer USA Holdings Inc., dated January 29, 2020
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99.3
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Press Release of Santander Consumer USA Holdings Inc., dated January 29, 2020, relating to the tender offer
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: January 29, 2020
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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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