Introductory Note
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2021, Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of August 23, 2021 (the “Merger Agreement”), with Santander Holdings USA, Inc., a Virginia corporation (“SHUSA”), and Max Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SHUSA (“Merger Sub”).
Pursuant to the Merger Agreement, Merger Sub commenced an all-cash tender offer (the “Offer”) for all outstanding shares (“Shares”) of common stock (“Common Stock”), par value $0.01 per share, of the Company not already owned by SHUSA, for $41.50 per share (the “Offer Price”), net to the seller in cash without interest and subject to deduction for any required withholding taxes.
The Offer expired at 5:00 p.m., New York City time, on January 27, 2022. Computershare Inc. and Computershare Trust Company, N.A., joint depositary for the Offer, advised that, as of the expiration of the Offer, a total of 14,184,414 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of the expiration of the Offer (including Shares subject to guaranteed delivery), representing approximately 23.5% of the outstanding Shares not already owned by SHUSA. Each condition to the Offer was satisfied or waived, and Merger Sub irrevocably accepted for payment all Shares that were validly tendered and not withdrawn.
On January 31, 2022, following consummation of the Offer, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of SHUSA. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the Company’s stockholders required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), all outstanding Shares not tendered in the Offer (other than (i) Shares held by SHUSA, (ii) Shares owned by the Company as treasury stock (other than shares in an employee benefit or compensation plan) or owned by any wholly-owned subsidiary of either the Company or SHUSA, in each case immediately prior to the Effective Time, and (iii) Shares outstanding immediately prior to the Effective Time and held by any holder who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 262 of the DGCL) were converted into the right to receive the Offer Price in cash.
In addition, as of the Effective Time, each Company Stock Option (as defined in the Merger Agreement) that was outstanding and unexercised immediately prior to the Effective Time and each Company RSU (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time, whether or not vested, were treated as previously disclosed, with the exception of an immaterial number of Company RSUs held by a director of the Company which, in order to comply with applicable law in Spain and as approved by the Compensation Committee of the board of directors of the Company, will be payable in cash in 2022 when such award was originally scheduled to be settled.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 26, 2021 and incorporated herein by reference.
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As described in the Introductory Note above, on January 27, 2022, Merger Sub irrevocably accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the expiration of the Offer. On January 31, 2022, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company’s stockholders required to consummate the Merger. Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of SHUSA.
The aggregate consideration paid in the Offer and Merger for all outstanding Shares (other than the Shares already owned by SHUSA), was approximately $2.5 billion, which was funded from SHUSA’s cash on hand.
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