Santander Holdings extends offer to buy Santander Consumer shares for 5th time

For the fifth time, Boston-based Santander Holdings USA Inc., a unit of Madrid-based Banco Santander SA, extended the expiration date of its tender offer to acquire all outstanding Santander Consumer USA Holdings Inc. common shares that it does not already own for $41.50 per share.

The tender offer, which started Sept. 7, will now expire at 5 p.m. ET on Nov. 24. The expiration of the offer was originally scheduled at midnight ET on Oct. 4 but was moved to 5 p.m. ET on Oct. 19, 5 p.m. ET on Nov. 2, 5 p.m. ET on Nov. 9, then 5 p.m. ET on Nov. 17.

Under the terms of an Aug. 23 merger deal entered into by and among Santander Holdings USA, its wholly owned subsidiary Max Merger Sub Inc. and Santander Consumer, the tender offer will be followed by a second-step merger in which Max Merger Sub will merge into Santander Consumer, with the latter as the surviving entity and a wholly owned subsidiary of Santander Holdings USA, and all outstanding shares of Santander Consumer common stock not tendered in the tender offer will be converted into the right to receive the offer price in cash.

The transaction is not subject to shareholder approval and is expected to close in the fourth quarter upon receipt of regulatory approval.

Computershare Inc. and Computershare Trust Co. NA, the joint depositary for the tender offer, informed Santander Holdings USA that roughly 13.8 million Santander Consumer common shares have been tendered and not validly withdrawn in the tender offer as of Nov. 17.

J.P. Morgan Securities LLC is acting as financial adviser and Wachtell Lipton Rosen & Katz is acting as legal counsel to Santander Holdings USA 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. Hughes Hubbard & Reed LLP is acting as legal counsel to Santander Consumer.