Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on
The aggregate consideration paid in the Offer and Merger for all outstanding
Shares (other than the Shares already owned by SHUSA), was approximately
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The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company (i) notified the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofAugust 23, 2021 , by and amongSantander Consumer USA Holdings Inc. ,Santander Holdings USA, Inc. andMax Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onAugust 26, 2021 )* 3.1 Amended and Restated Certificate of Incorporation ofSantander Consumer USA Holdings Inc. 3.2 Amended and Restated Bylaws ofSantander Consumer USA Holdings Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K.
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