This Amendment No. 12 (this “Amendment
No. 12”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed on September 7, 2021 with the U.S. Securities and Exchange
Commission (the “SEC”) by Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”) (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11 filed with the SEC on October 5, 2021, October 20, 2021,
November 3, 2021, November 10, 2021, November 18, 2021, November 26, 2021, December 3, 2021, December 10, 2021, December 17, 2021, December 27, 2021 and December 30, 2021, respectively, the
“Schedule 14D-9”). The Schedule 14D-9 relates to the cash tender offer by Max Merger Sub Inc., a Delaware corporation
(“Purchaser”), a direct wholly-owned subsidiary of Santander Holdings USA, Inc., a Virginia corporation (“Parent”) and an indirect wholly owned subsidiary of Banco Santander, S.A., a Spanish bank
organized under the laws of the Kingdom of Spain (“Ultimate Parent”), to acquire all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of the Company that Parent does
not already own at an offer price per Share equal to $41.50, net to the seller in cash, without interest and subject to deduction for any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase
dated September 7, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the
“Letter of Transmittal” and which, together with the Offer to Purchase, constitutes the “Offer”). The terms of the Offer, and the conditions to which it is subject, are set forth in the combined Tender
Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO by Purchaser, Parent and Ultimate Parent on September 7, 2021, as amended or supplemented from time to time, which
contains as exhibits the Offer to Purchase and Letter of Transmittal.
The information in the Schedule 14D-9,
including all exhibits and annexes that were previously filed with the Schedule 14D-9, is incorporated in this Amendment No. 12 by reference, except that such information is amended or supplemented to the
extent specifically provided in this Amendment No. 12. Capitalized terms used in this Amendment No. 12 and not defined shall have the meanings ascribed to them in the Schedule 14D-9 and page number
references in this Amendment No. 12 refer to the Schedule 14D-9.
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Item 2.
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IDENTITY AND BACKGROUND OF FILING PERSON.
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Item 2 of the Schedule 14D-9 is amended and supplemented by inserting the following paragraph immediately before the
last paragraph under the heading “Item 2. Identity and Background of Filing Person—Tender Offer and Merger”:
On
January 6, 2022, Purchaser, Parent and Ultimate Parent extended the Expiration Time to 5:00 p.m., New York City time, on January 12, 2022. On January 6, 2022, Parent issued a press release announcing the extension of the Offer. The
full text of the press release is attached as Exhibit (a)(5)(O) to this Schedule 14D-9 and is incorporated herein by reference.
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Item 8.
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ADDITIONAL INFORMATION.
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Item 8 of the Schedule 14D-9 is amended and supplemented by adding the following paragraph to the end of the section
under the heading “Extension of the Offer”:
On January 6, 2022, Parent issued a press release announcing
the extension of the Expiration Time to 5:00 p.m., New York City time, on January 12, 2022. The full text of the press release announcing the extension of the Offer is attached as Exhibit (a)(5)(O) to this Schedule 14D-9 and is incorporated herein by reference. The Company was advised that, as of January 5, 2022, approximately 12.7 million Shares had been validly tendered and not validly withdrawn in
the Offer.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(5)(O)
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Press Release issued by Parent on January 6, 2022 (incorporated by reference to Exhibit (a)(1)(xviii) to the Schedule TO filed by Purchaser, Parent and Ultimate Parent on January 6, 2022).
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