0000899243-22-003614.txt : 20220131 0000899243-22-003614.hdr.sgml : 20220131 20220131081516 ACCESSION NUMBER: 0000899243-22-003614 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220127 FILED AS OF DATE: 20220131 DATE AS OF CHANGE: 20220131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Banco Santander, S.A. CENTRAL INDEX KEY: 0000891478 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36270 FILM NUMBER: 22571407 BUSINESS ADDRESS: STREET 1: CIUDAD GRUPO SANTANDER STREET 2: BOADILLA DEL MONTE CITY: MADRID STATE: U3 ZIP: 28660 BUSINESS PHONE: 34 91 289 32 80 MAIL ADDRESS: STREET 1: CIUDAD GRUPO SANTANDER STREET 2: BOADILLA DEL MONTE CITY: MADRID STATE: U3 ZIP: 28660 FORMER NAME: FORMER CONFORMED NAME: BANCO SANTANDER SA DATE OF NAME CHANGE: 20070925 FORMER NAME: FORMER CONFORMED NAME: BANCO SANTANDER CENTRAL HISPANO SA DATE OF NAME CHANGE: 19990512 FORMER NAME: FORMER CONFORMED NAME: BANCO SANTANDER S A DATE OF NAME CHANGE: 19931201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Santander Consumer USA Holdings Inc. CENTRAL INDEX KEY: 0001580608 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 320414408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1601 ELM ST. STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-634-1110 MAIL ADDRESS: STREET 1: 1601 ELM ST. STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75201 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-01-27 0 0001580608 Santander Consumer USA Holdings Inc. SC 0000891478 Banco Santander, S.A. CIUDAD GRUPO SANTANDER 28660 BOADILLA DEL MONTE MADRID U3 SPAIN 0 0 1 0 Common Stock 2022-01-27 4 P 0 14184414 41.50 A 259777969 I See note (2) in Explanation of Responses below. Pursuant to an Agreement and Plan of Merger dated as of August 23, 2021, on September 7, 2021, Max Merger Sub, Inc. ("Purchaser"), a Delaware corporation and a direct wholly owned subsidiary of Santander Holdings USA, Inc. ("SHUSA") and an indirect wholly owned subsidiary of Banco Santander, S.A. (the "Reporting Person"), commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock of Santander Consumer USA Holdings Inc. ("SC") not already owned by SHUSA, at a purchase price of $41.50 per share. As of the expiration of the Offer at 5:00 p.m., New York City time, on January 27, 2022, 14,184,414 shares had been tendered and not validly withdrawn pursuant to the Offer (including shares subject to guaranteed delivery). Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer. This number reflects 245,593,555 shares owned directly by SHUSA, a wholly owned subsidiary of the Reporting Person, and 14,184,414 shares, which were tendered in the Offer and accepted for purchase on January 27, 2022, and thereupon owned by Purchaser, an indirect wholly owned subsidiary of the Reporting Person. Following Purchaser's acceptance for purchase of shares tendered in the Offer, on January 31, 2022, Purchaser was merged with and into SC, with SC surviving the merger as a direct wholly owned subsidiary of SHUSA and an indirect wholly owned subsidiary of the Reporting Person. /s/ Javier Illescas 2022-01-31