BOSTON -

At the same time the finance company’s top boss secured more shares, a partnership of private investment firms delivered a $1 billion capital injection into Santander Holdings USA and Santander Consumer USA late last week.

In return for these funds, Santander is giving Sponsor Auto Finance Holdings Series an aggregate number of shares of SCUSA common stock representing 25 percent of the total number of issued and outstanding shares of SCUSA common stock as of the closing of the transaction, which was last Thursday.

Sponsor Auto Finance Holdings is a Delaware limited partnership, jointly owned by investment funds affiliated with Warburg Pincus, Kohlberg Kravis Roberts & Co. and Centerbridge Partners.

The $1 billion transaction wasn’t the only deal Santander revealed last week.

SCUSA chief executive officer Thomas Dundon is affiliated with Delaware limited liability company Dundon DFS, which agreed to purchase an aggregate number of additional shares of SCUSA common stock. The agreement means Dundon DFS will hold 10 percent of the total number of issued and outstanding shares of SCUSA, secured for approximately $150 million.

Upon the consummation of the investments, SHUSA, new investors (KKR, Warburg Pincus and Centerbridge Partners indirectly through Auto Finance Holdings) and Dundon (indirectly through Dundon DFS) will own 65 percent, 25 percent and 10 percent of the common stock of SCUSA, respectively.

Officials noted SHUSA and Dundon DFS currently own 91.5 percent and 8.5 percent of the common stock of SCUSA, respectively.

Santander stressed the consummation of the investments is subject to customary closing conditions, including receipt of Hart-Scott-Rodino Antitrust Improvements Act clearance and receipt of various state approvals and permits.

Subject to the satisfaction of these conditions, the parties expect the investments to be cleared by the end of the fourth quarter.

Following the consummation of the investments, officials explained what would happen in the event that SCUSA did not have tangible common equity after giving effect to the investments and other adjustments of at least $1.99 billion at Oct. 31. They indicated SHUSA would be required to make a cash capital contribution to SCUSA such that at Oct. 31 SCUSA’s actual tangible common equity after giving effect to the Investments and other adjustments would have been $1.99 billion.

Upon the consummation of the investments, officials noted SHUSA, SCUSA, Auto Financing Holdings, Dundon DFS, Thomas Dundon and Banco Santander will enter into a shareholders’ agreement under the terms and conditions of which have already been agreed.

According to a release sent last week, the shareholders agreement will provide each of SHUSA, Dundon DFS and Auto Finance Holdings with certain board representation, governance, registration and other rights with respect to their ownership interests in SCUSA.

Pursuant to the shareholders agreement, the deal could trigger other conditions depending on SCUSA’s performance during 2014 and 2015.

If SCUSA exceeds certain performance targets, officials said the company may be required to make an adjustment of up to $595 million in favor of SHUSA. If SCUSA does not meet such performance targets during 2014 and 2015, SCUSA may be required to make an adjustment in the purchase price of the shares issued to Auto Finance Holdings of up to the same amount.

The shareholders agreement also provides a condition that Auto Finance Holdings and Dundon DFS will have the right to sell, and SHUSA will be required to purchase their respective shares of SCUSA common stock at its then fair market value.

If applicable, Auto Finance Holdings and Dundon DFS will receive the payment referred at the fourth, fifth and seventh anniversaries of the closing of the investments, unless an initial public offering of SCUSA common stock has been previously consummated or in the event there is a deadlock with respect to certain specified matters which require the approval of the board of directors or shareholders of SCUSA.

“The foregoing descriptions of the investment agreements and the shareholders agreement are included to provide you with information regarding their terms,” officials stressed.

“It does not purport to be a complete description and is qualified in its entirety by reference to the full text of such agreements which will be subsequently filed by SHUSA with the SEC,” they concluded.