REG - Banco Santander S.A. - Offers to purchase outstanding instruments

Banco Santander SAAnnouncement

15/01/2025 08:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250115:nRSO4187Ta&default-theme=true

RNS Number : 4187T  Banco Santander S.A.  15 January 2025

Banco Santander, S.A., ("Santander" or the "Offeror") in accordance with the
provisions of the securities market legislation, communicates the following:

OTHER RELEVANT INFORMATION

Further to the other relevant information communication made on 7 January 2025
(registered under number 32007) regarding the launch by Santander of four
concurrent and separate offers to purchase for cash (the "Offers") its
outstanding 3.496% Senior Preferred Fixed Rate Notes due 2025 (ISIN:
US05964HAP01), 2.746% Senior Non Preferred Fixed Rate Notes due 2025 (ISIN:
US05971KAE91), 5.147% Senior Non Preferred Fixed Rate Notes due 2025 (ISIN:
US05964HAR66) and 1.849% Senior Non Preferred Fixed Rate Notes due 2026 (ISIN:
US05964HAL96) (collectively, the "Notes"), the Offeror now announces the
results of the Offers and that it has waived the Maximum Purchase
Consideration Condition of USD 2,000,000,000.

Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the offer to purchase dated 7 January 2025
(the "Offer to Purchase") and the related notice of guaranteed delivery (the
"Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the
"Offer Documents").

The Expiration Time for the Offers was 5.00 p.m. (New York city time) on 14
January 2025.

According to information provided by the Information and Tender Agent for the
Offers, (i) USD 586,400,000 aggregate principal amount of the 3.496% Senior
Preferred Fixed Rate Notes due 2025, (ii) USD 917,600,000 aggregate principal
amount of the 2.746% Senior Non Preferred Fixed Rate Notes due 2025, (iii)
USD 972,000,000 aggregate principal amount of the 5.147% Senior Non Preferred
Fixed Rate Notes due 2025 and (iv) USD 977,000,000 aggregate principal amount
of the 1.849% Senior Non Preferred Fixed Rate Notes due 2026 were validly
tendered at or prior to the Expiration Time and not validly withdrawn, which
amounts include (i) USD 1,000,000 aggregate principal amount of the 3.496%
Senior Preferred Fixed Rate Notes due 2025, (ii) USD 1,200,000 aggregate
principal amount of the 2.746% Senior Non Preferred Fixed Rate Notes due 2025
and (iii) USD 200,000 in aggregate principal amount of the 1.849% Senior Non
Preferred Fixed Rate Notes due 2026, that remain subject to the Guaranteed
Delivery Procedures described in the Offer Documents. The following table sets
forth the aggregate principal amount of Notes validly tendered and not
withdrawn in the Offers at or prior to the Expiration Time:

 

 Acceptance Priority Level  Description of the Notes                               CUSIP/ISIN     Principal Amount Outstanding  Consideration for $1,000 Principal Amount  Aggregate Principal Amount Tendered((1))  Aggregate Principal Amount Accepted((1))  Principal Amount Reflected in Notices of Guaranteed Delivery
 1                          3.496% Senior Preferred Fixed Rate Notes due 2025      05964HAP0/     USD 1,250,000,000             USD 998.20                                 USD 585,400,000                           USD 585,400,000                           USD 1,000,000

                                                                                   US05964HAP01
 2                          2.746% Senior Non Preferred Fixed Rate Notes due 2025  05971KAE9/     USD 1,500,000,000             USD 993.61                                 USD 916,400,000                           USD 916,400,000                           USD 1,200,000

                                                                                   US05971KAE91
 3                          5.147% Senior Non Preferred Fixed Rate Notes due 2025  05964HAR6/     USD 1,750,000,000             USD 1,003.44                               USD 972,000,000                           USD 972,000,000                           -

                                                                                   US05964HAR66
 4                          1.849% Senior Non Preferred Fixed Rate Notes due 2026  05964HAL9/     USD 1,500,000,000             USD 967.86                                 USD 976,800,000                           USD 976,800,000                           USD 200,000

                                                                                   US05964HAL96

(1)      Excluding principal amounts of Notes tendered using Guaranteed
Delivery Procedures.

 

In addition to the Consideration, the Notes validly tendered and accepted for
purchase and payment pursuant to the Offers will be entitled to accrued and
unpaid interest up to, but not including, the Settlement Date (the "Accrued
Interest").

In total, USD 3,450,600,000 aggregate principal amount of Notes have been
accepted for purchase (excluding Notes delivered using the Guaranteed Delivery
Procedures).

Notes purchased by the Offeror pursuant to the Offers are expected to be
cancelled and will no longer remain outstanding. Notes which have not been
validly tendered and accepted for purchase pursuant to the Offers will remain
outstanding. Following the Settlement Date, there will be an outstanding
nominal amount of: (i) USD 663,600,000 of the 3.496% Senior Preferred Fixed
Rate Notes due 2025, (ii) USD 582,400,000 of the 2.746% Senior Non
Preferred Fixed Rate Notes due 2025, (iii) USD 778,000,000 of the 5.147%
Senior Non Preferred Fixed Rate Notes due 2025, and (iv) USD 523,000,000 of
the 1.849% Senior Non Preferred Fixed Rate Notes due 2026 (assuming that the
Notes described in the notices of guaranteed delivery are duly delivered at or
prior to the Guaranteed Delivery Date and accepted for purchase).

The Offeror expects to pay the Consideration plus Accrued Interest for all
Notes validly tendered prior to the Expiration Time and accepted for purchase,
including any Notes validly tendered at or prior to the Guaranteed Delivery
Date using the Guaranteed Delivery Procedures and accepted for purchase, on
the Settlement Date, which is expected to be on or around 17 January 2025.

Any requests for information in relation to the Offers should be directed to
the Dealer Manager or the Information and Tender Agent, whose contact details
are listed below.

 

 

 

 DEALER MANAGER
 Santander US Capital Markets LLC
 437 Madison Avenue, 10th Floor

New York, NY 10022

United States

Tel (U.S. Toll Free): +1 (855) 404-3636

Tel (U.S. collect): +1 (212) 350-0660

Attn: Liability Management Team

Email: AmericasLM@santander.us

 INFORMATION AND TENDER AGENT

 D.F. King & Co., Inc.

 In New York:

48 Wall Street, 22nd Floor

 New York, New York 10005

 Toll-Free: +1 (877) 783-5524

 Banks and Brokers Only: +1 (212) 269-5550

 Attention: Michael Horthman

 In London:

 51 Lime Street

 London, EC3M 7DQ

 United Kingdom

 Email: SAN@dfking.com

 Website: https://clients.dfkingltd.com/santander

 

 

Boadilla del Monte (Madrid), 15 January 2025

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

 

DISCLAIMER

This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect to the
Offers. If any holder of the Notes is in any doubt as to the contents of this
announcement, the Offer to Purchase or the action it should take, it is
recommended to seek its own financial, legal, regulatory and tax advice,
including in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial, tax or
legal adviser.

The distribution of this announcement and the Offer to Purchase in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Offer to Purchase comes are required by each of the
Offeror, the Dealer Manager and the Information and Tender Agent to inform
themselves about, and to observe, any such restrictions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FURPKPBBFBKKODD