Santander Holdings USA, Inc 8-K, filed Jan 31, 2022
Santander Holdings USA, Inc. (SNUS-PH)
About this 8-K
Santander Holdings USA, Inc filed this 8-K on January 31, 2022.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2021, Santander Holdings USA, Inc., a Virginia corporation (“SHUSA”), entered into an Agreement and Plan of Merger, dated as of August 23, 2021 (the “Merger Agreement”), with Santander Consumer USA Holdings Inc., a Delaware corporation (“SC”), 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, par value $0.01 per share, of SC 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advised that, as of the expiration of the Offer, a total of 14,184,414 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of the expiration of the Offer (including Shares subject to guaranteed delivery), representing approximately 23.5% of the outstanding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was satisfied or waived, and Merger Sub irrevocably accepted for payment all Shares that were validly tendered and not withdrawn.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 SC, with SC 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 SC’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 SC as treasury stock (other than shares in an employee benefit or compensation plan) or owned by any wholly-owned subsidiary of either SC 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 SC which, in order to comply with applicable law in Spain and as approved by the Compensation Committee of the board of directors of SC, will be payable in cash in 2022 when such award was originally scheduled to be settled.
The aggregate consideration paid in the Offer and Merger to purchase 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.
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 SHUSA on August 26, 2021 and incorporated herein by reference.
| Item 8.01 | Other Events. |
On January 31, 2022, SHUSA issued a press release announcing the expiration of the Offer and the completion of the Merger. A copy of the press release is filed herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of Santander Holdings USA, Inc., dated January 31, 2022 | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | |
SIGNATURES
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.
| Date: January 31, 2022 | SANTANDER HOLDINGS USA, INC. | |||||
| By: | /s/ Gerard A. Chamberlain | |||||
| Name: | Gerard A. Chamberlain | |||||
| Title: | Senior Deputy General Counsel and Executive Vice President | |||||
Exhibit 99.1
Santander Holdings USA, Inc. Announces Completion of Acquisition of Santander Consumer USA Holdings Inc.; Santander Consumer USA Holdings Inc. is Now a Wholly Owned Subsidiary of Santander Holdings USA, Inc.
BOSTON, January 31, 2022 – PRESS RELEASE
Santander Holdings USA, Inc. (“SHUSA”) today announced that it has closed its acquisition of all outstanding shares of common stock of Santander Consumer USA Holdings Inc. (“SC”) not already owned by SHUSA following the completion of SHUSA’s previously announced tender offer (the “Tender Offer”) to acquire such shares of common stock of SC for $41.50 per share.
Following the expiration of the Tender Offer at 5:00 p.m. New York City time, on January 27, 2022, Max Merger Sub, Inc., a wholly owned subsidiary of SHUSA (the “Purchaser”), accepted for payment all shares tendered and not validly withdrawn in the Tender Offer. Following its acceptance of the tendered shares, SHUSA completed its acquisition of SC through a merger of Purchaser with and into SC, with SC continuing as the surviving corporation and a wholly owned subsidiary of SHUSA (the “Merger”). In connection with the Merger, all shares of SC’s common stock not tendered in the Tender Offer converted into the right to receive the same $41.50 in cash as will be paid for all shares of SC’s common stock that were tendered in the Tender Offer. As a result of the consummation of the Tender Offer and the Merger, Parent owns all of SC’s shares, and shareholders who tendered their shares in the Tender Offer and whose shares were acquired in the Merger will be paid promptly.
J.P. Morgan Securities LLC is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to SHUSA. Piper Sandler is acting as financial advisor and Covington & Burling LLP is acting as legal counsel to the special committee of the board of SC that approved the transaction. Hughes Hubbard & Reed LLP is acting as legal counsel to SC.
Santander Holdings USA, Inc. (SHUSA) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (Santander), a global banking group with 149 million customers in the U.S., Europe and Latin America. As the intermediate holding company for Santander’s U.S. businesses, SHUSA is the parent organization of financial companies with approximately 14,900 employees, 5 million customers, and $156 billion in assets as of September 2021. These include Santander Bank, N.A., Santander Consumer USA Holdings Inc. (NYSE: SC), Banco Santander International, Santander Securities LLC, Santander Investment Securities Inc., and several other subsidiaries. Santander US is recognized as a top 10 auto lender, a top 10 multifamily lender, and a top 20 commercial real estate lender, and has a growing wealth management business with more than $50 billion in assets under management. For more information on Santander US, please visit www.santanderus.com.
Santander Consumer USA Holdings Inc. is a full-service consumer finance company focused on vehicle finance, third-party servicing and delivering superior service to our more than 3.1 million customers across the full credit spectrum. SC, which began originating retail installment contracts in 1997, had an average managed asset portfolio of approximately $65 billion (for the third quarter ended September 30, 2021), and is headquartered in Dallas (www.santanderconsumerusa.com).
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements, which involve a number of risks and uncertainties. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this communication, and SHUSA does not undertake any obligation to update any forward-looking statement except as required by law.