Covington Advises Santander Consumers Special Committee on 2 5 Billion Going Private Transaction

NEW YORK—Covington advised the Special Committee to Santander Consumer USA Holdings Inc. (SC) in its evaluation and negotiation of a proposal by its 80% owner, Santander Holdings USA, Inc. (SHUSA), to take it private, resulting in a definitive agreement under which SHUSA will acquire all of SC’s shares not owned by SHUSA for $41.50 per share, totaling $2.5 billion, which represents an equity value of $12.7 billion.

The Board of Directors of SC formed a special committee consisting of the independent and disinterested directors of SC 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. The transaction has been unanimously approved by the board of directors of SHUSA.

Santander Consumer is a full-service consumer finance company focused on vehicle finance, third-party servicing, and delivering service to customers across the full credit spectrum.

The Covington team representing the Special Committee includes Scott Smith, Andrew Ment, Alicia Zhang, and Kimberly Drexler (corporate), and Randy Benjenk (bank regulatory).