INTRODUCTION
This Amendment No. 11 (this “Amendment No. 11”) amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed on September 7, 2021 with the U.S. Securities and Exchange Commission (the
“SEC”) (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and
Amendment No. 10 filed with the SEC on October 5, 2021, October 20, 2021, November 3, 2021, November 10, 2021, November 18, 2021, November 26, 2021, December 3, 2021, December 10, 2021, December 17,
2021 and December 27, 2021, respectively, the “Statement”) by Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), the issuer of the common stock that is the subject of
the Rule 13e-3 transaction described below.
This Amendment No. 11 relates to the cash tender offer
by Max Merger Sub Inc., a Delaware corporation (“Purchaser”), a direct wholly-owned subsidiary of Santander Holdings USA, Inc., a Virginia corporation (“Parent”) and an indirect wholly owned subsidiary
of Banco Santander, S.A., a Spanish bank organized under the laws of the Kingdom of Spain (“Ultimate Parent”), to acquire all of the outstanding shares of common stock, par value $0.01 per share (the
“Shares”), of the Company that Parent does not already own at an offer price per Share equal to $41.50, net to the seller in cash, without interest and subject to deduction for any required withholding taxes. The Offer (as
defined below) is being made pursuant to the Agreement and Plan of Merger, dated as of August 23, 2021 (together with any amendments or supplements thereto, the “Merger Agreement”), by and among the Company, Parent and
Purchaser. The Merger Agreement provides, among other things, that as soon as practicable following the time at which Shares may be first accepted for payment and paid for under the Offer (the “Acceptance Time”) and subject
to the satisfaction or waiver (to the extent waivable) of the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Company (the “Merger”), without a vote of the stockholders of the Company
in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. The terms of the
Offer, and the conditions to which it is subject, are set forth in the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO by Purchaser,
Parent and Ultimate Parent on September 7, 2021 (as amended or supplemented from time to time, the “Schedule TO”), which contain as exhibits an Offer to Purchase dated September 7, 2021 (the “Offer to
Purchase,” and the related Letter of Transmittal (the “Letter of Transmittal”), which together with the Offer to Purchase, as each of them may be amended or supplemented from time to time, constitutes the
“Offer”). In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on September 7, 2021 (together with any exhibits and
annexes attached thereto and as amended or supplemented from time to time, the “Schedule 14D-9”).
The information in the Statement is incorporated into this Amendment No. 11 by reference to all of the applicable items in the Statement, except that
such information is amended and supplemented to the extent provided in this Amendment No. 11. All information contained in this Amendment No. 11 and the Statement concerning the Company, Parent, Ultimate Parent and Purchaser has been
provided by such person and not by any other person. All capitalized terms used in this Amendment No. 11 without definition have the meanings ascribed to them in the Schedule 14D-9.
The information contained in the Schedule TO as amended by the Tender Offer Statement (Amendment No. 11) on Schedule TO filed by Purchaser, Parent and
Ultimate Parent on December 30, 2021, a copy of which is filed as Exhibit (a)(1)(Q) hereto, and the information contained in the Schedule 14D-9 as amended by Amendment No. 11 filed by the
Company with the SEC on December 30, 2021, a copy of which is filed as Exhibit (a)(2)(L) hereto, are incorporated in this Amendment No. 11 by reference, and amend, supplement and restate, as the case may be, the Statement.
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