Santander Holdings USA Inc. completed its acquisition of all outstanding shares of common stock of Santander Consumer USA Holdings Inc. that it did not already own for $41.50 per share.
The closing of the transaction followed the expiration of Santander Holdings' tender offer for the acquisition of such shares at 5 p.m. ET on Jan. 27. After the expiration of tender offer, Santander Holdings' wholly owned subsidiary Max Merger Sub Inc. accepted for payment all shares tendered and not validly withdrawn in the offer.
Follow the acceptance of the tendered shares, Santander Holdings completed its acquisition of Santander Consumer through a merger of Max Merger Sub with and into Santander Consumer, with the latter continuing as the surviving corporation and a wholly owned subsidiary of Santander Holdings. In connection with that merger, all Santander Consumer common shares not tendered in the tender offer converted into the right to receive the same $41.50 in cash as will be paid for all Santander Consumer common shares that were tendered in the offer.
The aggregate consideration paid in the tender offer and merger to purchase all outstanding shares was roughly $2.5 billion, which was funded by Santander Holdings' cash on hand.
J.P. Morgan Securities LLC is the financial adviser and Wachtell Lipton Rosen & Katz is the legal counsel to Santander Holdings in the transaction. Piper Sandler is the financial adviser and Covington & Burling LLP is legal counsel to the special committee of Santander Consumer's board that approved the deal. Hughes Hubbard & Reed LLP is legal counsel to Santander Consumer.
Santander Holdings is a unit of Madrid-based Banco Santander SA.
