UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 12)
SANTANDER
CONSUMER USA HOLDINGS INC.
(Name of Subject Company)
MAX MERGER SUB, INC.
(Offeror)
A Direct
Wholly-Owned Subsidiary of
SANTANDER HOLDINGS USA, INC.
An Indirect Wholly-Owned Subsidiary of
BANCO SANTANDER, S.A.
(Names of Filing Persons—Offeror)
Common Stock ($0.01 par value)
(Title of Class of Securities)
80283M 101
(CUSIP Number
of Class of Securities)
Gerard A. Chamberlain
Santander Holdings USA, Inc.
75 State Street
Boston,
Massachusetts 02109
(617) 346-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Edward D. Herlihy, Esq.
Richard K. Kim, Esq.
Mark F. Veblen, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New
York, New York 10019
Telephone: (212) 403-1000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$2,530,130,465.49
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$276,037.23
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*
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Estimated solely for purposes of calculating the filing fee pursuant to Rule
0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated by adding (i) the product of (A) 60,516,901, which is the
total number of shares of common stock of Santander Consumer USA Holdings Inc. outstanding (“Shares”) not beneficially owned by Santander Holdings USA, Inc. (calculated as the difference between 306,110,456, the total number of
outstanding Shares, and 245,593,555, the number of Shares beneficially owned by Santander Holdings USA, Inc.) and (B) $41.50, which is the per Share tender offer price, (ii) the product of (A) 92,407, which is the number of Shares issuable upon
the exercise of “in-the-money” options to purchase the Shares, and (B) $25.941, which is the difference between $41.50, which is the per Share tender offer
price, and $15.559, which is the weighted average per share exercise price of such options, and (iii) the product of (A) 392,336, which is the total number of Shares subject to restricted stock units, and (B) $41.50, which is the per Share
tender offer price. The calculation of the Transaction Valuation is based on information provided by Santander Consumer Holdings USA Inc. as of August 30, 2021, the most recent practicable date.
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**
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The amount of the filing fee was calculated in accordance with Rule
0-11 of the Exchange Act and Fee Rate Advisory # 1 for Fiscal Year 2021 issued by the Securities and Exchange Commission (the “SEC”), by multiplying the Transaction Valuation by 0.0001091.
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Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$276,037.23
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Filing Party:
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Santander Holdings USA, Inc.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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September 7, 2021
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐