Santander Holdings USA, Inc. ("SHUSA") submitted a proposal to acquire the remaining 19.8% stake in Santander Consumer USA Holdings Inc. (NYSE:SC) from Homaira Akbari, Stephen Alan Ferriss, Edith Holiday, Juan Carlos Alvarez and others for $2.4 billion on July 1, 2021. SHUSA will acquire all of the outstanding shares of common stock of Santander Consumer USA Holdings Inc. that are not currently owned by SHUSA, for a purchase price of $39 per share, in cash. The proposal represents a 7.4% premium to closing price on June 30, 2021 of $36.32 and a 30.4% premium to Santander Consumer's average share price since January 1, 2021. Santander Holdings USA, Inc. entered into a definitive agreement to acquire remaining 19.8% stake in Santander Consumer USA Holdings Inc. from Homaira Akbari, Stephen Alan Ferriss, Edith Holiday, Juan Carlos Alvarez and others for $2.5 billion on August 23, 2021. SHUSA will acquire the shares for a purchase price of $41.5 per share, in cash. The tender offer will be followed by a second-step merger under which all outstanding shares of common stock of Santander Consumer USA not tendered in the offer will be converted into the right to receive the offer price of $41.5 per share in cash. As a result of transaction, Santander Consumer will become a wholly owned subsidiary of Santander Holdings. Santander Consumer USA Holdings' Common Stock is expected to be delisted from the New York Stock Exchange and deregistered under Section 12(g) of the Act upon completion of the transaction.

The proposal is subject to the approval of Santander Consumer USA Holdings' Board of Directors, regulatory approval including the Board of Governors of the Federal Reserve System and the negotiation and execution of mutually acceptable definitive transaction documentation. The transaction is not subject to shareholder approval. The board of directors of SHUSA and Santander Consumer has unanimously approved the transaction. The Board of Directors of Santander Consumer USA Holdings has formed an independent special committee, composed of William Rainer, William Muir, and Robert McCarthy and elected William Rainer as its Chairperson, to consider the proposal. The board of directors of Santander Consumer USA Holdings, acting on the unanimous recommendation of the Special Committee, has unanimously determined to recommend the tender offer to its shareholders (other than SHUSA). The tender offer commenced on September 7, 2021. The transaction is currently expected to close by late October 2021 or otherwise in the fourth quarter of 2021 upon receipt of regulatory approval. As on December 23, 2021, transaction is expected to close in the fourth quarter of 2021. The offer will expire on October 4, 2021. As of October 5, 2021, Santander Holdings has extended the expiration date of tender offer. As a result of the extension, the tender offer is now scheduled to expire on October 19, 2021. As of October 20, 2021, the expiration date of the tender offer is now extended to November 2, 2021. As of November 3, 2021, the tender offer is now scheduled to expire on November 9, 2021. As of November 10, 2021, the tender offer is now scheduled to expire on November 17, 2021. As of November 18, 2021, Santander Holdings USA has extended the expiration date of its tender offer to November 24, 2021. As of November 26, 2021, tender offer expiration has been extended to December 2, 2021. As on December 3, 2021, Santander has extended the expiration date to December 9, 2021. As on December 9, 2021, Santander has extended the expiration date to December 16, 2021. As on December 17, 2021, Santander has extended the expiration date to December 23, 2021. As on December 27, 2021, Santander has extended the expiration date to December 29, 2021. As on December 30, 2021, Santander has extended the expiration date to January 5, 2022. As on January 6, 2022, Santander has extended the expiration date to January 12, 2022. As of January 12, 2022, approximately 13.0 million shares of common stock of SC have been tendered and not validly withdrawn in the tender offer. As of January 13, 2022, Santander Holdings USA has extended the expiration date of tender offer as a result of which, the tender offer is now scheduled to expire on January 20, 2022. As of January 21, 2022, Santander Holdings USA has extended the expiration date of tender offer as a result of which, the tender offer is now scheduled to expire on January 27, 2022. As of January 13, 2022, the transaction is expected to close in the first quarter of 2022.  The transaction is expected to immediately contribute to Banco Santander, S.A.'s earnings and provide an effective deployment of capital and is expected to be accretive to its earnings per share by approximately 3% in 2022.

J.P. Morgan Securities LLC acted as financial advisor and Edward D. Herlihy, Richard K. Kim, Mark F. Veblen, Joshua Holmes and David Kahan of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Santander Holdings USA, Inc. Piper Sandler & Co. acted as financial advisor and provided fairness opinion and Scott F. Smith, Andrew W. Ment and Randy Benjenk  of Covington & Burling LLP acted as legal counsel to the Special Committee of SC. Ken Lefkowitz, Gary Simon, Alex Rahn, Charlie Wachsstock, Andy Braiterman, Benjamin Britz, Michael DeBernardis, Shahzeb Lari, Scott Naturman, and Michael Traube, and Tyler Grove of Hughes Hubbard & Reed LLP acted as legal counsel to SC. Georgeson LLC acted as information agent to SC. Computershare Inc. and Computershare Trust Company, N.A. acted as the joint depositary for the tender offer to SC. For services rendered in connection with the transaction contemplated by the merger agreement, Santander Holdings has agreed to pay J.P. Morgan a transaction fee in an amount up to $10 million the payment of which is contingent and payable upon consummation of the merger. Piper Sandler will receive a fee for its services in an amount equal to $10 million, an initial portion (10%) of which fee became payable in connection with the engagement of Piper Sandler and a significant portion (60%) of which fee is contingent upon the closing of the offer. Piper Sandler also received a $3 million fee from SC for rendering its opinion, which opinion fee will be credited in full towards the portion of the advisory fee which will become payable to Piper Sandler upon closing of the offer. Simpson Thacher & Bartlett LLP acted as legal advisor to J.P. Morgan Securities LLC.