This Amendment No. 11 (“Amendment No. 11”) amends the Schedule 13D originally filed with
the U.S. Securities and Exchange Commission (the “SEC”) by Banco Santander, S.A., a Spanish bank organized under the laws of the Kingdom of Spain (“Santander”), and Santander Holdings USA, Inc., a Virginia corporation and a
wholly owned subsidiary of Santander (“SHUSA,” and together with Santander, the “Reporting Persons”), on November 17, 2017, as amended by Amendment No. 1 filed with the SEC by Santander and SHUSA on January 3,
2019, Amendment No. 2 filed with the SEC by Santander and SHUSA on May 24, 2019, Amendment No. 3 filed with the SEC by Santander and SHUSA on June 28, 2019, Amendment No. 4 filed with the SEC by Santander and SHUSA on
July 18, 2019, Amendment No. 5 filed with the SEC by Santander and SHUSA on October 15, 2019, Amendment No. 6 filed with the SEC by Santander and SHUSA on March 6, 2020, Amendment No. 7 filed with the SEC by Santander
and SHUSA on June 10, 2020, Amendment No. 8 filed with the SEC by Santander and SHUSA on August 10, 2020, Amendment No. 9 filed with the SEC by Santander and SHUSA on July 2, 2021, and Amendment No. 10 filed with the
SEC by Santander and SHUSA on August 26, 2021 (collectively, the “Initial Statement”).
Except as specifically provided herein, this
Amendment No. 11 does not modify any of the information previously reported in the Initial Statement.
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Item 1.
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Security and Issuer
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This Amendment No. 11 relates to the common stock, par value $0.01 per share (“Common Stock”), of Santander Consumer USA Holdings Inc.
(“SC” or the “Issuer”), a Delaware corporation with its principal executive offices located at 1601 Elm St. Suite #800, Dallas, Texas 75201.
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Item 4.
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Purpose of Transaction
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Item 4 of the Initial Statement is hereby amended and supplemented by adding the following paragraphs at the end of Item 4:
Consummation of the Tender Offer and the Merger
On
September 7, 2021, Merger Sub commenced the Tender Offer.
At 5:00 p.m. New York City time, on January 27, 2022, the Tender Offer expired.
Computershare Inc. and Computershare Trust Company, N.A., the joint depositary for the Tender Offer (the “Depositary”), advised Merger Sub that, as of the expiration of the Tender Offer, a total of 14,184,414 shares of Common Stock were
validly tendered and not validly withdrawn pursuant to the Tender Offer (including shares subject to guaranteed delivery), representing approximately 23.5% of the outstanding shares not already owned by Parent. All shares of Common Stock that were
validly tendered and not withdrawn pursuant to the Tender Offer have been accepted for payment by Merger Sub.
Pursuant to the Merger Agreement, SHUSA and
Merger Sub completed the acquisition of SC on January 31, 2022 by consummating the Merger pursuant to the Merger Agreement without a meeting of SC’s stockholders in accordance with Section 251(h) of the Delaware General Corporation
Law. At the effective time of the Merger, each outstanding share of Common Stock (other than shares owned by SC, any of its subsidiaries, SHUSA, Merger Sub or any subsidiary of SHUSA, or shares for which appraisal rights have been validly exercised
under Section 262 of the Delaware General Corporation Law) were cancelled and converted into the right to receive the Offer Price, net to the seller in cash, without interest and subject to deduction for any required withholding taxes.
As a result of the Merger, the Common Stock will be delisted and will cease to trade on the New York Stock Exchange. SHUSA and SC intend to take steps to
cause the termination of the registration of the Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend all of SC’s reporting obligations under the Exchange Act as promptly as practicable.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Initial Statement is hereby amended and restated in its entirety as follows:
The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this Schedule 13D is provided as of
January 31, 2022:
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(a)
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The Reporting Persons beneficially own 305,901,557 shares of Common Stock of the Issuer, or 100% of the
Issuer’s outstanding Common Stock.
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(b)
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The Reporting Persons have sole power to vote and dispose of the securities of the Issuer held by them.
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(c)
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The description of the Tender Offer and the Merger set forth in Item 4 is hereby incorporated by reference.
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