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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): July 1, 2021

 

 

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.  ☐

 

 

 


Item 8.01.

Other Events.

On July 2, 2021, Santander Consumer USA Holdings Inc. (the “Company”) announced that it received a non-binding proposal from its majority shareholder, Santander Holdings USA, Inc. (“SHUSA”) on July 1, 2021, to acquire all of the outstanding common shares of the Company that are not currently owned by SHUSA.

A copy of the press release, including the text of the letter received by the Company, is attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release of Santander Consumer USA Holdings Inc., dated July 2, 2021.
104    Cover page formatted as Inline XBRL and contained in Exhibit 101

 

2


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.

 

    SANTANDER CONSUMER USA HOLDINGS INC.
Dated: July 2, 2021      
    By:  

/s/ Christopher Pfirrman

    Name:   Christopher Pfirrman
    Title:   Chief Legal Officer

 

3


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release of Santander Consumer USA Holdings Inc., dated July 2, 2021.
104    Cover page formatted as Inline XBRL and contained in Exhibit 101