BOSTON -

Almost four months later, the journey of Santander Consumer USA shifting from a publicly traded company to a private firm still isn’t over the financial finish line.

The company announced last week that it has extended the expiration date of its previously announced tender offer to acquire all outstanding shares of common stock not already owned by Santander for $41.50 per share.

Under the terms of the merger agreement entered into on Aug. 23 by and among Santander Holdings USA (SHUSA), SCUSA and Max Merger Sub, a wholly owned subsidiary, the company said through a news release that tender offer will be followed by a second-step merger  in which the purchaser will be merged with and into SCUSA, with SCUSA surviving as a wholly owned subsidiary of SHUSA, and all outstanding shares of common stock of SCUSA not tendered in the Tender Offer will be converted into the right to receive the offer price in cash.

The company said the tender offer started on Sept. 7 and as previously extended was scheduled to expire last Thursday.

As a result of this extension, the tender offer is now scheduled to expire this Thursday.

“The transaction is subject to customary closing conditions, including regulatory approval by the board of governors of the Federal Reserve System,” the company said. “The transaction is not subject to shareholder approval and is currently expected to close in the fourth quarter of 2021 upon receipt of regulatory approval.”

The company recapped that the board of directors of SCUSA formed a special committee consisting of the independent and disinterested directors of SCUSA to negotiate and evaluate a potential transaction with SHUSA.

The newest announcement also mentioned the board of directors of SCUSA, acting on the unanimous recommendation of the special committee, has unanimously determined to recommend the tender offer to SCUSA’s shareholders (other than SHUSA).

The board of directors of SHUSA has unanimously approved the transaction, according to the company.

J.P. Morgan Securities LLC is acting as financial advisor, and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to SHUSA. Piper Sandler is acting as financial advisor, and Covington & Burling LLP is acting as legal counsel to the special committee. Hughes Hubbard & Reed LLP is acting as legal counsel to SCUSA.

Computershare Inc. and Computershare Trust Company, N.A., the joint depositary for the tender offer, have informed SHUSA that approximately 13.4 million shares of common stock of SCUSA have been tendered and not validly withdrawn in the tender offer as of last Thursday.