Santander Consumer USA to become private through $12.7B stock deal
The days of Santander Consumer USA Holdings (SC) as a publicly traded subprime auto finance company are numbered.
SC revealed just before the Fourth of July that it had received a non-binding proposal from its majority shareholder — Santander Holdings USA (SHUSA) — to acquire all of the outstanding common shares of SC that are not currently owned by SHUSA.
The decision about that proposal arrived via news release distributed early on Tuesday morning.
Officials said SC and SHUSA have entered into a definitive agreement whereby SHUSA will acquire SC for $41.50 per share in cash, which represents a total equity value of $12.7 billion.
The companies indicated the transaction is expected to close in the fourth quarter.
According to the news release, the transaction has been unanimously approved by the board of directors of SHUSA. The board of directors of SC formed a special committee consisting of the independent and disinterested directors to evaluate and negotiate the definitive agreement.
Acting upon the unanimous recommendation of the special committee, the board of directors of SC unanimously approved the transaction, according to the news release.
Under the terms of the definitive agreement, officials said a wholly-owned subsidiary of SHUSA will promptly commence a tender offer to acquire all of the outstanding shares of SC’s common stock that SHUSA does not yet own at a price of $41.50 per share in cash.
Following completion of the tender offer, officials noted that SHUSA will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer.
“The tender offer is not subject to a financing condition,” the companies said.
Officials went on to mention the offer price of $41.50 per share in cash represents a premium of approximately 14% to the $36.43 closing price of SC’s common stock on July 1, the day prior to the announcement of SHUSA’s initial, non-binding proposal to acquire shares of common stock of SC that SHUSA did not yet own.
The companies added that consummation of the tender offer is subject to various conditions, including regulatory approval of the board of governors of the Federal Reserve System and other customary conditions.
Upon completion of the transaction, SC will become a wholly owned subsidiary of SHUSA, according to the news release.
Piper Sandler is acting as financial advisor and Covington & Burling LLP is acting as legal counsel to the special committee. Hughes Hubbard & Reed LLP is acting as legal counsel to SC.