UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2014
Santander Holdings USA, Inc.
(Exact name of registrant as specified in its charter)
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Virginia
(State or other Jurisdiction of Incorporation)
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1-16581
(Commission File Number)
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23-2453088
(IRS Employer Identification No.)
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75 State Street, Boston, Massachusetts
(Address of Principal Executive Offices)
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02109
(Zip Code)
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Registrant’s telephone number, including area code: (617) 346-7200
n/a
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On January 8, 2014, Santander Consumer USA Holdings Inc. (“SCUSA”), an affiliate of Santander Holdings USA, Inc. (the “Company”), filed an amendment to SCUSA’s registration statement on Form S-1 (File No. 333-189807) with the Securities and Exchange Commission (the “SEC”), which includes a preliminary prospectus, in connection with the initial public offering (the “IPO”) of shares of SCUSA’s common stock, par value $0.01 per share. The Company currently has an ownership interest of approximately 65% of SCUSA and expects to maintain an ownership interest of more than 60% of SCUSA upon completion of the IPO.
Important Notice
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This report shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: January 14, 2014
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SANTANDER HOLDINGS USA, INC.
By: /s/ Gerard A. Chamberlain
Name: Gerard A. Chamberlain
Title: Assistant Secretary
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