Secondary Equity Offering of Santander Consumer USA

September 8, 2014

Cleary Gottlieb represented J.P. Morgan Securities as underwriter in a registered follow-on offering of shares of common stock of Santander Consumer USA through a block trade.

All of the shares of common stock offered were sold by the selling shareholders, including Warburg Pincus and KKR, who offered 10,047,954 shares of common stock, resulting in aggregate proceeds of $187.4 million. The Company did not sell any shares or receive any proceeds from the offering. The deal priced on September 2 and closed on September 8. Cleary Gottlieb also acted as counsel to the underwriters in Santander Consumer USA’s initial public offering in January 2014.

Santander Consumer USA is a full-service, technology-driven consumer finance company focused on vehicle finance and unsecured consumer lending products. The company has a serviced finance portfolio of more than $37 billion, relationships with nearly 17,000 automotive dealers in the U.S. and retail installment contracts with more than 2 million customers. The company began originating financing in 1997 and is headquartered in Dallas.