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Santander Incorporates New Partners In Santander Consumer USA And Realizes A Capital Gain Of Approximately $1 Billion

Stocks in this article: SAN STD

BOSTON, Oct. 21, 2011 /PRNewswire/ -- On October 20, 2011, Santander Holdings USA, Inc. ("SHUSA") and Santander Consumer USA Inc. ("SCUSA"), a majority-owned subsidiary of SHUSA, entered into an investment agreement (the "New Investor Investment Agreement") with Sponsor Auto Finance Holdings Series LP, a Delaware limited partnership ("Auto Finance Holdings"), jointly owned by investment funds affiliated with Warburg Pincus LLC, Kohlberg Kravis Roberts & Co. L.P. and Centerbridge Partners L.P. (collectively, the "New Investors"). Pursuant to the terms of the New Investor Investment Agreement, Auto Finance Holdings has agreed to purchase, and SCUSA has agreed to issue to Auto Finance Holdings, an aggregate number of shares of SCUSA common stock representing 25.0% of the total number of issued and outstanding shares of SCUSA common stock as of the closing of the transaction (the "New Investor Investment"), for an aggregate purchase price of $1 billion.

Also on October 20, 2011, SCUSA entered into an investment agreement (the "Dundon Investment Agreement" and together with the New Investor Investment Agreement, the "Investment Agreements") with Dundon DFS LLC, a Delaware limited liability company ("Dundon DFS") affiliated with Thomas G. Dundon, the Chief Executive Officer of SCUSA. Pursuant to the terms of the Dundon Investment Agreement, Dundon DFS has agreed to purchase, and SCUSA has agreed to issue to Dundon DFS, an aggregate number of additional shares of SCUSA common stock so that Dundon DFS will hold 10% of the total number of issued and outstanding shares of SCUSA common stock as of the closing of the transaction for aggregate consideration of approximately $150 million (the "Dundon Investment" and, together with the New Investor Investment, the "Investments").

Upon the consummation of the Investments, SHUSA, the New Investors (KKR, Warburg Pincus and Centerbridge Partners indirectly through Auto Finance Holdings) and Mr. Dundon (indirectly through Dundon DFS) will own 65%, 25% and 10% of the common stock of SCUSA, respectively. SHUSA and Dundon DFS currently own 91.5% and 8.5% of the common stock of SCUSA, respectively.

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