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): February 27, 2020
SANTANDER CONSUMER USA HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-36270 | | 32-0414408 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
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
| | | | |
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. ☐
On February 27, 2020, Santander Consumer USA Holdings Inc. (the “Company”) announced that on January 21, 2020, the plaintiffs and all named defendants entered into a Stipulation and Agreement of Settlement, Compromise, and Release (the “Stipulation”) reflecting the terms of the settlement of the derivative stockholder litigation entitled In re Santander Consumer USA Holdings Inc. Derivative Litigation, Consolidated C.A. No. 11614-VCG in the Court of Chancery of the State of Delaware (the “Court”), relating to the Company’s oversight, risk management, and internal controls of its subprime auto lending business. While the defendants Jason A. Kulas, Stephen A. Ferriss, William Rainer, Jose Doncel Razola, Brian Gunn, Victor Hill, Javier Maldonado, Robert McCarthy, Gerald P. Plush, Wolfgang Schoellkopf, Heidi Ueberroth, Mark Hurley, Thomas G. Dundon, Blythe Masters, Roman Blanco, John Corston, Jose Garcia Cantera, Monica Lopez-Monis Gallego, William Hendry, Gonzolo de las Heras Milla, Mathew Kabaker, Tagar Olson, Alberto Sanchez, Javier San Felix, Juan Andres Yanes, and Daniel Zilberman (collectively “Derivative Defendants”) continue to deny each and all of the claims and contentions alleged by plaintiffs in the litigation and expressly deny any fault, wrongdoing or liability, the Derivative Defendants agreed to the settlement solely to eliminate the risk, burden, and expense of further litigation.
The litigation was settled, subject to the approval of the Court and in consideration of, among other things set forth in the Stipulation, the implementation of certain governance reforms outlined in the Stipulation. The terms of the settlement are subject to Court approval, the hearing date for which is May 27, 2020 at 1:30 pm.
Copies of the Stipulation and the Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear are filed as Exhibit 99.1 to this Current Report on Form 8-K.
Cautionary Note Regarding Forward-Looking Information
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond the Company’s control. For an additional discussion of these risks, please see Part I, Item 1A entitled “Risk Factors” in the Company’s 2019 Annual Report on Form 10-K.
