EX-99.(C)(1) 8 d104928dex99c1.htm EX-99.(C)(1) EX-99.(c)(1)

Privileged and Confidential
STRICTLY PRIVATE AND CONFIDENTIAL
Project Pecan
Discussion materials | August 2021

Exhibit (c)(1)

 

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Privileged and Confidential CONFIDENTIAL Trading statistics Illustrative offer price $39.00 $41.50 Metric: Share price $39.00 $41.50 (-) Excess capital per share 1 (4.79) (4.79) Capital adjusted price $34.21 $36.71 Current implied multiples Capital adjusted price / '22E capital adjusted EPS2 $4.23 8.1x 8.7x Premium to Ally capital adjusted multiple 6.6x 22.7% 31.6% Premium to peer capital adjusted multiples3 7.5x 7.2% 15.1% Offer price / '22E consensus EPS $4.27 9.1x 9.7x Offer price / TBVPS 23.12 1.69x 1.80x Implied premium to unaffected price (June 30, 2021) Premium / (discount) to unaffected price $36.32 7.4% 14.3% Premium / (discount) to 12/31/20 22.02 77.1% 88.5% Premium / (discount) to average year-to-date4 29.91 30.4% 38.7% Premium / (discount) to price before special dividend5 26.76 45.7% 55.1% Premium / (discount) to price before Q1 earnings6 32.49 20.0% 27.7% Premium / (discount) to 10-day VWAP4 36.85 5.8% 12.6% Premium / (discount) to 90-day VWAP4 31.17 25.1% 33.1% Memo: Premium / (discount) to current $41.25 (5.5%) 0.6% Source: SNL Financial, FactSet, Bloomberg; Note: Market data as of June 30, 2021 except current which is as of August 20, 2021; Financial data as of June 30, 2021 1 Fully phased-in excess capital over 11.5% CET1 target (excludes adjustment due to CECL capital relief); 2 Based on consensus median earnings per share; Assumes 1.00% opportunity cost of cash (pre-tax) on excess capital, 24.0% tax rate and 306mm shares outstanding; 3 Peers include ALLY, COF, OMF and SYF. ALLY, COF and SYF are adjusted for excess capital whereas OMF is not adjusted for excess capital; 4 As of June 30, 2021; 5 Represents the unaffected share price to Santander Consumer's announcement of a special dividend on 3/19/2021 after market close; 6 Represents the unaffected share price to Santander Consumer's Q1 2021 earnings report on 4/28/2021 before market open 1 PECAN J.P.Morgan

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CONFIDENTIAL Stock price Share price since IPO ($) Year-to-date share price Last twelve Since special Since Q1 Since offer Since Q2 Simple % return Since IPO months Year-to-date dividend ann.1 earnings2 announce3 earnings4 Santander Consumer 71.9% 142.2% 87.3% 54.1% 27.0% 13.2% 0.7% Santander Consumer Peer median5 Peer median5 119.0% 120.1% 42.7% 16.7% 11.4% 1.2% 2.3% 7/28/2021 (BMO) $50.00 $50.00 SC reports Q2 2021 results $45.00 $41.25 $45.00 7/2/2021 (BMO) $41.25 71.9% Offer announced 87.3% $40.00 $40.00 $35.00 $35.00 $30.00 $30.00 42.7% $ $24 25. .00 00 $25.00 4/28/2021 (BMO) SC reports Q1 $20.00 $20.00 2021 results $15.00 $15.00 3/19/2021 (AMC) $10.00 $10.00 SC announces special dividend of $0.22 in addition to $5.00 $5.00 quarterly dividend of $0.22 $0.00 $0.00 Jan-14 Jan-15 Dec-15 Nov-16 Nov-17 Oct-18 Sep-19 Sep-20 Aug-21 Dec-20 Mar-21 Jun-21 Aug-21 Source: FactSet Note: Market data as of August 20, 2021 1 Santander Consumer announced a special dividend on 3/19/2021 after market close; 2 SC reported Q1 2021 earnings on 4/28/2021 before market open; 3 Offer announced on 7/2/2021 before market open; 4 SC reported Q2 2021 earnings on 7/28/2021 before market open; 5 Includes ALLY, COF, SYF, OMF 2 PECAN Privileged and Confidential CONFIDENTIAL

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PECAN

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