Exhibit 99.1
Santander Consumer USA Holdings Inc. Agrees to Be Taken Private by Santander Holdings USA, Inc.
DALLAS, August 24, 2021 - Santander Consumer USA Holdings Inc. (NYSE: SC) (“SC” or the “Company“) today announced that SC and its majority shareholder Santander Holdings USA, Inc. (“SHUSA”) have entered into a definitive agreement whereby SHUSA will acquire SC for $41.50 per share in cash, which represents a total equity value of $12.7 billion. The transaction is expected to close in the fourth quarter of 2021.
The transaction has been unanimously approved by the board of directors of SHUSA. The Board of Directors of SC formed a special committee consisting of the independent and disinterested directors of SC (the “Special Committee”) to evaluate and negotiate the definitive agreement. Acting upon the unanimous recommendation of the Special Committee, the Board of Directors of SC unanimously approved the transaction.
Under the terms of the definitive agreement, a wholly-owned subsidiary of SHUSA will promptly commence a tender offer to acquire all of the outstanding shares of SC’s common stock that SHUSA does not yet own at a price of $41.50 per share in cash. Following completion of the tender offer, SHUSA will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer. The tender offer is not subject to a financing condition.
The offer price of $41.50 per share in cash represents a premium of approximately 14% to the $36.43 closing price of SC’s common stock on July 1, 2021, the day prior to the announcement of SHUSA’s initial, non-binding proposal to acquire shares of common stock of SC that SHUSA did not yet own.
Consummation of the tender offer is subject to various conditions, including regulatory approval of the Board of Governors of the Federal Reserve System and other customary conditions. Upon completion of the transaction, SC will become a wholly owned subsidiary of SHUSA.
Piper Sandler is acting as financial advisor and Covington & Burling LLP is acting as legal counsel to the Special Committee. Hughes Hubbard & Reed LLP is acting as legal counsel to SC.
Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, related to SHUSA, SC and the acquisition of SC by SHUSA (the “Transaction”) that are subject to risks, uncertainties and other factors. Any statements other than statements of historical fact are statements that could be deemed forward-looking statements. 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,” “looking forward,” “would,” “hopes,” “assumes,” “estimates,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Forward-looking statements include, without limitation, statements regarding the Transaction and related matters, the expected timing of the completion of the Transaction, the ability to complete the Transaction considering the various closing conditions, and any assumptions underlying any of the foregoing. Although the Company believes that the expectations reflected in these forward-looking
