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 | | 001-36270 | | 32-0414408 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1601 Elm St. Suite #800 Dallas, Texas | | 75201 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☒ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | | SC | | New York Stock Exchange |
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. | | Results of Operations and Financial Condition. |
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 Company’s 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. | | Financial Statements and Exhibits. |
(d) Exhibits.
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. |
Dated: January 29, 2020 | | | | | | |
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| | | | By: | | /s/ Christopher Pfirrman |
| | | | Name: | | Christopher Pfirrman |
| | | | Title: | | Chief Legal Officer |
