Sec Form 13D Filing - Banco Santander S.A. filing for Santander Consumer USA Holdings Inc. (SC) - 2021-07-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Santander Consumer USA Holdings Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

80283M 101

(CUSIP Number)

Gerard A. Chamberlain

Santander Holdings USA, Inc.

75 State Street

Boston, Massachusetts 02109

(617) 346-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 80283M 101

CUSIP No. 80283M 101

This Amendment No. 9 (“Amendment No. 9”) 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 and Amendment No. 8 filed with the SEC by Santander and SHUSA on August 10, 2020 (collectively, the “Initial Statement”).

The Reporting Persons have not engaged in any transactions in the shares of 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, since August 10, 2020, the date of Amendment No. 8.

This Amendment No. 9 relates to the Common Stock.

(a), (b), (c). The Reporting Persons are Santander and SHUSA.

Santander’s principal executive offices are located at Ciudad Grupo Santander, Avda. De Cantabria, s/n 28660, Boadilla del Monte (Madrid), Spain.

SHUSA, a wholly owned subsidiary of Santander, is the parent company of Santander Bank, National Association, a national banking association, and owns a majority interest of SC. At December 31, 2020, SHUSA had approximately 15,698 employees.

SHUSA’s principal executive offices are located at 75 State Street, Boston, Massachusetts 02109.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each of Santander and SHUSA are set forth on Schedule A.

(d) and (e). Neither Santander or SHUSA nor any person identified in Item 2(a), (b) and (c) hereof has ever been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of any judicial or administrative body that resulted in a judgment, decree or final order against such person enjoining him against future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f). Please see Schedule A.

SHUSA anticipates using working capital and/or proceeds of debt financings to purchase shares of the Common Stock.

Item 4 of the Initial Statement is hereby amended and supplemented as follows:

On July 1, 2021, SHUSA submitted a letter (the “Proposal Letter”) to the Issuer outlining a proposal for SHUSA to acquire, in a merger transaction, all of the Issuer’s outstanding Common Stock not already owned by SHUSA for a purchase price of $39.00 per share in cash (the “Proposal”). The Proposal is subject to the negotiation and execution of definitive agreements and the requisite approvals. If the transaction contemplated by the Proposal is consummated, the Common Stock is expected to be delisted from the New York Stock Exchange and deregistered under Section 12(g) of the Act.

No assurances can be given that the transaction contemplated by SHUSA or any other potential transaction involving SHUSA and the Issuer will be consummated, or if a transaction is undertaken, as to its terms or timing. SHUSA reserves the right to modify or withdraw the Proposal at any time.

The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.

The above description of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Proposal Letter, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 5(a), (b) and (c) of the Initial Statement are hereby amended and restated as follows:

(a) The aggregate percentage of Common Stock reported as beneficially owned by each Reporting Person named herein is based upon the shares of Common Stock outstanding as of this filing. SHUSA owns directly, in the aggregate, 245,593,555 shares of Common Stock. By virtue of its relationship with SHUSA discussed in further detail in Item 2, Santander may be deemed to beneficially own the Common Stock owned directly by SHUSA. As a result of recent repurchases of Common Stock by SC, these 245,593,555 shares represent approximately 80.25% of the outstanding shares of Common Stock as of this filing.

The following persons listed on Schedule A beneficially own the number of shares of Common Stock indicated: Homaira Akbari – 1,232 shares of Common Stock – Ms. Akbari has the sole voting and dispositive power in respect of the entirety of the number of shares of Common Stock; Stephen Alan Ferriss – 16,780 shares of Common Stock, and 5,207 currently exercisable options – Mr. Ferriss has the sole voting power and sole dispositive power in respect of the entirety of the number of shares of Common Stock; Edith Holiday – 12,287 shares of Common Stock – Ms. Holiday has the sole voting and dispositive power in respect of the number of shares of Common Stock; and Juan Carlos Alvarez – 11,997 shares of Common Stock – Mr. Alvarez has the sole voting and dispositive power in respect of the number of shares of Common Stock.

(b) Each of SHUSA and Santander is deemed to have shared power to vote and dispose of the 245,593,555 shares of Common Stock owned directly by SHUSA.

(c) Except as set forth in Item 4, there were no transactions in the Common Stock effected by Santander, SHUSA or by any person identified in Item 2(a), (b) or (c) hereof during the 60 days preceding the date of this Amendment No. 9.

Except as set forth above, there are no changes to Item 5 from the Initial Statement.

The response to Item 4 of this Schedule 13D and Exhibit 99.2 to this Schedule 13D are incorporated by reference herein.

The following Exhibits are filed herewith:

Exhibit 99.1     Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Initial Statement).

Exhibit 99.2     Proposal Letter to the Issuer, dated July 1, 2021.

Signa ture

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 2, 2021

SCHEDULE A

The name, business or residential address, title, present principal occupation or employment, and citizenship of each of the directors and executive officers of Santander and SHUSA are set forth below.

Santander

SHUSA