Santander Consumer USA (SC) SC 14D9/ATender offer solicitation (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

(Amendment No. 15)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

SANTANDER CONSUMER USA HOLDINGS INC.

(Name of Subject Company)

SANTANDER CONSUMER USA HOLDINGS INC.

(Names of Persons Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

80283M 101

(CUSIP Number of Class of Securities)

Mahesh Aditya

President and Chief Executive Officer

Santander Consumer USA Holdings Inc.

1601 Elm Street, Suite 800

Dallas, Texas 75201

(214) 634-1110

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)

With copies to:

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

The information in the Schedule 14D-9, including all exhibits and annexes that were previously filed with the Schedule 14D-9, is incorporated in this Amendment No. 15 by reference, except that such information is amended or supplemented to the extent specifically provided in this Amendment No. 15. Capitalized terms used in this Amendment No. 15 and not defined shall have the meanings ascribed to them in the Schedule 14D-9 and page number references in this Amendment No. 15 refer to the Schedule 14D-9.

Item 8 of the Schedule 14D-9 is amended and supplemented by adding the following new section immediately prior to the section beginning with the heading “Forward-Looking Statements”:

Final Results of the Offer and Completion of the Merger.

At 5:00 p.m., New York City time, on January 27, 2022, the Offer expired. Computershare Inc. and Computershare Trust Company, N.A., joint depositary for the Offer, have indicated that 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 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 the Company on January 31, 2022 by consummating the Merger pursuant to the Merger Agreement without a meeting of the Company’s stockholders in accordance with Section 251(h) of the DGCL. At the Effective Time, each outstanding Share (other than (i) Shares held by Parent, (ii) Shares owned by the Company as treasury stock (other than shares in an employee benefit or compensation plan) or owned by any wholly owned subsidiary of either the Company or Parent, in each case immediately prior to the effective time of the Merger, and (iii) Shares outstanding immediately prior to the effective time of the Merger and held by a holder who is entitled to demand and properly demands appraisal for such Shares in accordance with 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 New York Stock Exchange. Parent and the Company intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

SIGNATURE

After due 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: January 28, 2022