Case 3:15-cv-02129-K Document 256 Filed 12/08/20 Page 1 of 5 PageID 8710 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION DEKA INVESTMENT GMBH, Individually § Civil Action No. 3:15-cv-02129-K and on Behalf of All Others Similarly Situated, § § CLASS ACTION Plaintiffs, § § Hon. Ed Kinkeade vs. § § SANTANDER CONSUMER USA § HOLDINGS INC., et al., § § Defendants. § § § APPENDIX OF DECLARATIONS IN SUPPORT OF (1) FINAL APPROVAL OF CLASS ACTION SETTLEMENT, (2) APPROVAL OF PLAN OF ALLOCATION, (3) AWARD OF ATTORNEYS’ FEES AND EXPENSES, AND (4) AWARDS TO LEAD PLAINTIFFS PURSUANT TO 15 U.S.C. §78u-4(a)(4) 4831-0524-5908.v1 Case 3:15-cv-02129-K Document 256 Filed 12/08/20 Page 2 of 5 PageID 8711 In connection with the application of Lead Plaintiffs’ counsel for final approval of class action settlement and the Plan of Allocation, and an award of attorneys’ fees and expenses and award to Lead Plaintiffs, attached hereto are true and correct copies of the following: Tab Page Number Joint Declaration of Willow E. Radcliffe and Daniel L. 1 App. 001 – Berger in Support of Lead Plaintiffs’ Motion for (1) Final App. 040 Approval of Class Action Settlement; (2) Approval of Plan of Allocation, (3) Award of Attorneys’ Fees and Expenses, and (4) Awards to Lead Plaintiffs Pursuant to 15 U.S.C. §78u-4(a)(4) Declaration of Willow E. Radcliffe Filed on Behalf of 2 App. 041 – Robbins Geller Rudman & Dowd LLP in Support of App. 203 Application for Award of Attorneys’ Fees and Expenses/Charges Declaration of Daniel L. Berger on Behalf of Grant & 3 App. 204 – Eisenhofer P.A. in Support of Application for Award of App. 269 Attorneys’ Fees and Expenses Declaration of Balon B. Bradley Filed on Behalf of the Law 4 App. 270 – Firm of Balon B. Bradley in Support of Application for App. 276 Award of Attorneys’ Fees Declaration of Joe Kendall Filed on Behalf of Kendall Law 5 App. 277 – Group, PLLC in Support of Application for an Award of App. 297 Attorneys’ Fees and Expenses Declaration of John J. Riley, II on Behalf of Lead Plaintiff 6 App. 298 – City of Dearborn Heights Act 345 Police & Fire Retirement App. 302 System Declaration of Carla Zinkand on Behalf of Lead Plaintiff 7 App. 303 – Deka Investment GmbH App. 308 Declaration of Ross D. Murray Regarding Notice 8 App. 309 – Dissemination, Publication, and Requests for Exclusion App. 343 Received to Date - 1 - 4831-0524-5908.v1 Case 3:15-cv-02129-K Document 256 Filed 12/08/20 Page 3 of 5 PageID 8712 DATED: December 8, 2020 KENDALL LAW GROUP, PLLC JOE KENDALL Texas Bar No. 11260700 [email protected] /s/ Joe Kendall JOE KENDALL 3811 Turtle Creek Blvd., Suite 1450 Dallas, TX 75219 Telephone: 214/744-3000 214/744-3015 (fax) Local Counsel for the Class LAW FIRM OF BALON B. BRADLEY BALON B. BRADLEY Texas Bar No. 02821700 [email protected] 11910 Greenville Avenue, Suite 220 Dallas, TX 75243 Telephone: 972/991-1582 972/755-0424 (fax) Additional Local Counsel for the Class ROBBINS GELLER RUDMAN & DOWD LLP WILLOW E. RADCLIFFE (pro hac vice) Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 94104 Telephone: 415/288-4545 415/288-4534 (fax) ROBBINS GELLER RUDMAN & DOWD LLP ELLEN GUSIKOFF STEWART MATTHEW I. ALPERT (pro hac vice) 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax) GRANT & EISENHOFER P.A. JAMES J. SABELLA (pro hac vice) DANIEL L. BERGER CAITLIN M. MOYNA (pro hac vice) 485 Lexington Avenue, 29th Floor New York, NY 10017 Telephone: 646/722-8500 646/722-8501 (fax) Co-Lead Counsel for the Class - 2 - 4831-0524-5908.v1 Case 3:15-cv-02129-K Document 256 Filed 12/08/20 Page 4 of 5 PageID 8713 VANOVERBEKE, MICHAUD & TIMMONY, P.C. THOMAS C. MICHAUD 79 Alfred Street Detroit, MI 48201 Telephone: 313/578-1200 313/578-1201 (fax) [email protected] Additional Counsel for Plaintiff - 3 - 4831-0524-5908.v1 Case 3:15-cv-02129-K Document 256 Filed 12/08/20 Page 5 of 5 PageID 8714 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing document was served on all counsel of record on December 8, 2020 via CM/ECF, in accordance with the Federal Rules of Civil Procedure. /s/ Joe Kendall JOE KENDALL - 1 - Case 3:15-cv-02129-K Document 256-1 Filed 12/08/20 Page 1 of 205 PageID 8715 TAB 1 Case 3:15-cv-02129-K Document 256-1 Filed 12/08/20 Page 2 of 205 PageID 8716 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION DEKA INVESTMENT GMBH, Individually § Civil Action No. 3:15-cv-02129-K and on Behalf of All Others Similarly Situated, § § CLASS ACTION Plaintiffs, § § Hon. Ed Kinkeade vs. § § SANTANDER CONSUMER USA § HOLDINGS INC., et al., § § Defendants. § § § JOINT DECLARATION OF WILLOW E. RADCLIFFE AND DANIEL L. BERGER IN SUPPORT OF LEAD PLAINTIFFS’ MOTION FOR (1) FINAL APPROVAL OF CLASS ACTION SETTLEMENT, (2) APPROVAL OF PLAN OF ALLOCATION, AND (3) AWARD OF ATTORNEYS’ FEES AND EXPENSES, AND (4) AWARDS TO LEAD PLAINTIFFS PURSUANT TO 15 U.S.C. §78u-4(a)(4) 4833-5411-9379.v2 App. 001 Case 3:15-cv-02129-K Document 256-1 Filed 12/08/20 Page 3 of 205 PageID 8717 We, Willow E. Radcliffe and Daniel L. Berger declare as follows: 1. I, Willow E. Radcliffe, am an attorney duly licensed to practice before the United States District Courts for the Northern, Central and Southern Districts of California and all of the state courts of the State of California, and have been admitted pro hac vice to appear before this Court in the above-captioned action (the “Action”).1 I am a member of the firm Robbins Geller Rudman & Dowd LLP (“Robbins Geller” or “Co-Lead Counsel”), representing Lead Plaintiffs City of Dearborn Heights Act 345 Police & Fire Retirement System (“City of Dearborn Heights”) and Deka Investment GmbH (“Deka’) (collectively “Lead Plaintiffs”), in addition to the proposed Classes. I have been actively involved in the prosecution and resolution of this Action, am familiar with its proceedings, and have personal knowledge of the matters set forth herein based on my active participation and supervision of material aspects of the Action. 2. I, Daniel L. Berger, am an attorney duly licensed to practice before the United States District Courts for the Eastern and Southern Districts of New York and all of the state courts of the State of New York, and 1 have been admitted pro hac vice to appear before this Court in the Action. I am a director of the firm Grant & Eisenhofer P.A. (“Grant & Eisenhofer” or “Co-Lead Counsel”), representing Lead Plaintiffs, in addition to the proposed Classes. I have been actively involved in the prosecution and resolution of this Action, am familiar with its proceedings, and have personal knowledge of the matters set forth herein based both on discussions with my colleagues at Grant & Eisenhofer and at Co-Lead Counsel, Robbins Geller, and on my active participation and supervision of material aspects of the Action. 3. We submit this declaration in support of Lead Plaintiffs’ motion, pursuant to Rule 23 of the Federal Rules of Civil Procedure, for final approval of the Settlement, which provides for a 1 Unless otherwise defined, all defined terms used herein have the same meanings as set forth in the Stipulation of Settlement (the “Stipulation” or the “Settlement Agreement”) (ECF No. 250 at App. 001- App. 042). - 1 - 4833-5411-9379.v2 App. 002 Case 3:15-cv-02129-K Document 256-1 Filed 12/08/20 Page 4 of 205 PageID 8718 cash settlement of $47,000,000 (the “Settlement Amount”), and for approval of the proposed Plan of Allocation. We also submit this declaration in support of Co-Lead Counsel’s motion for an award of attorneys’ fees and expenses. I. PRELIMINARY STATEMENT 4. This securities Action was brought against Defendants Santander Consumer USA Holdings Inc. (“SCUSA” or the “Company”), Thomas G. Dundon, Jason A. Kulas, Gonzalo de las Heras, Alberto Sánchez, Matthew Kabaker, Tagar C. Olson, Daniel Zilberman, Javier San Felix, Roman Blanco, Stephen A. Ferriss, Juan Carlos Alvarez and Juan Andres Yanes (the “Individual Defendants” and with SCUSA, the “SCUSA Defendants”), Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, n/k/a BofA Securities, Inc., Deutsche Bank Securities Inc., Santander Investment Securities Inc., Barclays Capital Inc., Goldman Sachs & Co., LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC, UBS Securities LLC, Wells Fargo Securities, LLC, KKR Capital Markets LLC, Sandler O’Neill & Partners, L.P., Stephens Inc., and LOYAL3 Securities Inc. (the “Underwriter Defendants” and with the SCUSA Defendants, the “Defendants”). This Action alleges violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) for negligent material misrepresentations or omissions made in connection with the Company’s January 23, 2014 initial public offering (“IPO”) of its common stock against all Defendants, as well as §15 of the Securities Act against certain control persons. This Action also alleges violation of §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against SCUSA, Thomas G. Dundon and Jason A. Kulas for fraudulent material misrepresentations or omissions made in connection with, and subsequent to, the Company’s IPO. 5. Lead Plaintiffs and Co-Lead Counsel have diligently litigated the claims asserted in the Action from its commencement in August 2014 through settlement, the basic terms of which - 2 - 4833-5411-9379.v2 App.