Santander Consumer USA (SC) SC TO-T/AThird party tender offer statement (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 15)

SANTANDER CONSUMER USA HOLDINGS INC.

(Name of Subject Company)

MAX MERGER SUB, INC.

(Offeror)

A Direct Wholly-Owned Subsidiary of

SANTANDER HOLDINGS USA, INC.

An Indirect Wholly-Owned Subsidiary of

BANCO SANTANDER, S.A.

(Names of Filing Persons—Offeror)

Common Stock ($0.01 par value)

(Title of Class of Securities)

80283M 101

(CUSIP Number of Class of Securities)

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 on Behalf of Filing Persons)

Copies to:

Edward D. Herlihy, Esq.

Richard K. Kim, Esq.

Mark F. Veblen, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐

This Amendment No. 15 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Banco Santander, S.A., a Spanish bank organized under the laws of the Kingdom of Spain (“Ultimate Parent”), Santander Holdings USA, Inc., a Virginia corporation and a direct wholly-owned subsidiary of Ultimate Parent (“Parent”), and Max Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of Ultimate Parent (“Purchaser”), with the U.S. Securities and Exchange Commission (the “SEC”) on September 7, 2021 (as amended by Amendment No. 1 filed with the SEC on October 5, 2021, Amendment No. 2 filed with the SEC on October 20, 2021, Amendment No. 3 filed with the SEC on November 3, 2021, Amendment No. 4 filed with the SEC on November 10, 2021, Amendment No. 5 filed with the SEC on November 18, 2021, Amendment No. 6 filed with the SEC on November 26, 2021, Amendment No. 7 filed with the SEC on December 3, 2021, Amendment No. 8 filed with the SEC on December 10, 2021, Amendment No. 9 filed with the SEC on December 17, 2021, Amendment No. 10 filed with the SEC on December 27, 2021, Amendment No. 11 filed with the SEC on December 30, 2021, Amendment No. 12 filed with the SEC on January 6, 2022, Amendment No. 13 filed with the SEC on January 13, 2022, and Amendment No. 14 filed with the SEC on January 21, 2022, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase any and all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Santander Consumer USA Holdings Inc., a Delaware corporation (“SC”), that Parent does not already own for $41.50 per Share, net to the seller in cash, without interest and subject to deduction for any required withholding taxes and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 7, 2021 (as it may be amended from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended from time to time, the “Letter of Transmittal” and which, together with the Offer to Purchase, constitutes the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. This Amendment is being filed on behalf of Ultimate Parent, Parent, and Purchaser. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.

Amendments to the Offer to Purchase:

Items 1 through 11.

The information set forth in the Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

At 5:00 p.m. New York City time, on January 27, 2022, the Offer expired. The Depositary advised Purchaser that, as of the expiration of the Offer, a total of 14,184,414 Shares were validly tendered and not validly withdrawn pursuant to the Offer (including Shares subject to guaranteed delivery), representing approximately 4.6% of the outstanding Shares and approximately 23.5% of the outstanding Shares not already owned by Parent. All Shares that were validly tendered and not withdrawn pursuant to the Offer have been accepted for payment by Purchaser.

Parent and Purchaser expect to complete 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 DGCL. At the Merger Effective Time, each outstanding Share (other than Shares owned by SC, any of its subsidiaries, Parent, us or any subsidiary of Parent, or Shares for which appraisal rights have been validly exercised under Section 262 of the DGCL) will be cancelled and converted into the right to receive $41.50, net to the seller in cash, without interest and subject to deduction for any required withholding taxes.

As a result of the Merger, the Shares will be delisted and will cease to trade on the NYSE. Parent and SC intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of SC’s reporting obligations under the Exchange Act as promptly as practicable.

On January 28, 2022, Parent issued a press release announcing the expiration and results of the Offer. A copy of the press release is attached as Exhibit (a)(5)(ii) hereto and is incorporated herein by reference.

Item 12. Exhibits.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.