* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form 8-A relating to the registration under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of shares of common stock, par value $0.01 per share ("Common Stock") of Santander Consumer USA Holdings, Inc. (the "Issuer") in connection with the Issuer's initial public offering of such Common Stock. |
(2) |
The securities reported herein may be deemed to be indirectly beneficially owned by Sponsor Auto Finance - WP, L.P., a Delaware limited partnership ("Sponsor Auto WP"). Common Stock of the Issuer beneficially owned by Sponsor Auto WP may also be deemed to be beneficially owned by Warburg Pincus (Bermuda) Private Equity X, L.P., a Bermuda exempted limited partnership ("WP (Bermuda) LP"), via a wholly owned affiliated entity, and Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPX"). Warburg Pincus (Bermuda) Private Equity X, LLC, a Delaware limited liability company ("WP (Bermuda) PE X"), is the general partner of Sponsor Auto WP, and WP (Bermuda) LP, is the sole member of WP (Bermuda) PE X. (Continued in Footnote 3) |
(3) |
Warburg Pincus (Bermuda) X, L.P., a Bermuda exempted limited partnership ("WP (Bermuda) X LP"), is the general partner of WP (Bermuda) LP. Warburg Pincus (Bermuda) X, Ltd., a Bermuda exempted company ("WP (Bermuda) X Ltd."), is the general partner of WP (Bermuda) X LP. Warburg Pincus (Bermuda) Private Equity Ltd., a Bermuda exempted company ("WP (Bermuda) PE Ltd."), wholly owns WP (Bermuda) X Ltd. Warburg Pincus X, L.P., a Delaware limited partnership ("WPX LP"), is the general partner of WPX. Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC"), is the general partner of WP X LP. (Continued in Footnote 4) |
(4) |
Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WPX LLC. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. WP (Bermuda) LP and WPX are managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC", and together with WPX, WPX LP, WP X LLC, WP Partners, WP, Sponsor Auto WP, WP (Bermuda) PE X, WP (Bermuda) LP, WP (Bermuda) X LP, WP (Bermuda) X Ltd. and WP (Bermuda) PE Ltd., the "Warburg Pincus Entities"). |
(5) |
Daniel Zilberman, the reporting person and a director of the Issuer, is a Member and Managing Director of WP LLC. As such, Mr. Zilberman may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by the Warburg Pincus Entities. Mr. Zilberman disclaims beneficial ownership of all such securities, except to the extent of any direct pecuniary interest therein. |