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

Banco Santander SAAnnouncement

07/01/2025 07:45

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RNS Number : 3904S  Banco Santander S.A.  07 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

Santander announces the launch 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"), upon the
terms and subject to the conditions set forth 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 following table sets forth the Notes
subject to the Offers and the key economic terms of the Offers:

 

 Acceptance Priority Level  Description of the Notes                               CUSIP/ISIN     Principal Amount Outstanding  Maturity Date   Reference U.S. Treasury Security  Bloomberg Reference Page  Fixed Spread (Basis Points)
 1                          3.496% Senior Preferred Fixed Rate Notes due 2025      05964HAP0/     USD 1,250,000,000             24 March 2025   3.875% due March 31, 2025         FIT3                      10

                                                                                   US05964HAP01
 2                          2.746% Senior Non Preferred Fixed Rate Notes due 2025  05971KAE9/     USD 1,500,000,000             28 May 2025     4.250% due May 31, 2025           FIT3                      15

                                                                                   US05971KAE91
 3                          5.147% Senior Non Preferred Fixed Rate Notes due 2025  05964HAR6/     USD 1,750,000,000             18 August 2025  3.125% due August 15, 2025        FIT3                      20

                                                                                   US05964HAR66
 4                          1.849% Senior Non Preferred Fixed Rate Notes due 2026  05964HAL9/     USD 1,500,000,000             25 March 2026   4.500% due March 31, 2026         FIT4                      30

                                                                                   US05964HAL96

THE OFFERS WILL COMMENCE ON 7 JANUARY 2025 AND WILL EXPIRE AT 5.00 P.M. (NEW
YORK CITY TIME) ON 14 JANUARY 2025 (THE "EXPIRATION TIME") UNLESS THEY ARE
EXTENDED OR TERMINATED BY THE OFFEROR. EACH OFFER IS INDEPENDENT OF THE OTHER
OFFERS, AND THE OFFEROR MAY TERMINATE OR MODIFY ANY OFFER WITHOUT TERMINATING
OR MODIFYING ANY OTHER OFFER.

THE DEADLINES SET BY ANY INTERMEDIARY MAY BE EARLIER THAN THE ABOVE DEADLINE.

 

 

The Offers are being made on the terms and subject to the conditions contained
in the Offer Documents. Capitalised terms used but not otherwise defined in
this announcement shall have the meaning given to them in the Offer to
Purchase.

Tenders of Notes will be accepted only in minimum principal amounts of USD
200,000 (which is the minimum denomination of each Note) and multiples of USD
200,000 in excess thereof.

Purpose of the Offers

The Offers are being undertaken as part of the Offeror's active management of
liabilities and capital. 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.

The Offers

The Offeror offers to purchase for cash the Notes of the series listed above
in an aggregate principal amount for which the aggregate Consideration does
not exceed the Maximum Purchase Consideration, upon the terms and subject to
the conditions described in the Offer Documents, including the Maximum
Purchase Consideration Condition.

Acceptance of Notes for Purchase and Payment

The Offeror expressly reserves the right, in its sole discretion, to delay
acceptance for purchase of or payment for Notes tendered pursuant to the
Offers, or to terminate the Offers and not accept for payment any Notes not
previously accepted for purchase and payment, (i) if any of the conditions to
the Offers shall not have been satisfied or validly waived by the Offeror, or
(ii) in order to comply in whole or in part with any applicable law.

Consideration

The Consideration payable for each series of Notes will be calculated on the
Price Determination Date. The applicable Consideration payable for each USD
1,000 principal amount of Notes of a given series that are validly tendered
and accepted pursuant to the Offers will be determined in accordance with
standard market practice, as described in the Offer to Purchase using the
applicable yield to maturity for such series as the discount rate, which will
be equal to the sum of (i) the yield (the "Reference Yield"), as calculated by
the Dealer Manager, that equates to the bid-side price of the Reference U.S.
Treasury Security specified in the table above for such series of Notes on the
Price Determination Date, plus (ii) the applicable Fixed Spread specified in
the table above for such series of Notes.

The applicable Consideration for each series of Notes will be announced
promptly after it is determined by the Dealer Manager.

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").

Maximum Purchase Consideration Condition

The Offeror offers to purchase for cash the Notes in an aggregate principal
amount for which the aggregate Consideration, excluding Accrued Interest, does
not exceed USD 2,000,000,000 (the "Maximum Purchase Consideration"), subject
to the Maximum Purchase Consideration being sufficient to pay the
Consideration, excluding Accrued Interest, for all validly tendered Notes of
such series (after accounting for all validly tendered Notes that have a
higher Acceptance Priority Level) (the "Maximum Purchase Consideration
Condition").

If the Maximum Purchase Consideration Condition is not satisfied with respect
to each series of Notes, the Offeror will accept Notes for purchase in the
order of their respective acceptance priority level specified in the table
above (each level, an "Acceptance Priority Level," with 1 being the highest
Acceptance Priority Level and 4 being the lowest Acceptance Priority Level). A
series of Notes with a particular Acceptance Priority Level may not be
accepted for purchase even if one or more series with a higher or lower
Acceptance Priority Level are accepted for purchase.

The Offeror reserves the right, but is under no obligation, to waive the
Maximum Purchase Consideration Condition with respect to one or more Offers
and accept all Notes of the series sought in such Offer, and of any series of
Notes sought in Offers with a higher Acceptance Priority Level, validly
tendered and not validly withdrawn or skip any Offer for Notes that would have
caused the Maximum Purchase Consideration to be exceeded and purchase all
Notes of the next sequential series with a lower Acceptance Priority Level
that the Offeror is able to accept without exceeding the Maximum Purchase
Consideration.

Extension, Termination and Amendment

The Offeror reserves the right to extend, terminate or amend the terms and
conditions of any Offer at any time or from time to time, as described in the
Offer to Purchase under the heading "Extension, Termination or Amendment of
the Offer".

Expected Timetable of Events

 Events/Dates                                                                     Times and Dates
 Commencement Date                                                                7 January 2025

 Commencement of the Offers upon the terms and subject to the conditions set
 forth in the Offer Documents.
 Price Determination Date                                                         10.00 a.m. (New York City time), on 14 January 2025

 The date and time at which the Reference Yield of the applicable Reference
 U.S. Treasury Security for each series of Notes specified in the table above
 will be measured.
 Announcement of the Consideration                                                Promptly after the Price Determination Date

 The Offeror will announce the Consideration for each series of Notes.
 Withdrawal Deadline                                                              5.00 p.m. (New York City time), on 14 January 2025, unless extended by the

                                                                                Offeror with respect to any Offer, in its sole discretion
 The last day and time for holders who have tendered Notes pursuant to the
 Offers to validly withdraw Notes.
 Expiration Time                                                                  5.00 p.m. (New York City time), on 14 January 2025, unless extended by the

                                                                                Offeror with respect to any Offer, in its sole discretion
 The last day and time for holders to validly tender Notes pursuant to the
 Offers in order to be eligible to receive the relevant Consideration.
 Announcement of the results of the Offers                                        As promptly as practicable after the Expiration Time

 The Offeror will announce the results of the Offers.
 Guaranteed Delivery Date                                                         5.00 p.m. (New York City time), on 16 January 2025

 The last day and time for holders who, at or prior to the Expiration Time,
 delivered a Notice of Guaranteed Delivery and all other required documentation
 to the Information and Tender Agent (or comply with DTC's procedures
 applicable to guaranteed delivery), to validly tender Notes using the
 Guaranteed Delivery Procedures in order to be eligible to receive the
 Consideration.
 Settlement Date                                                                  The Offeror expects the Settlement Date to be on or around 17 January 2025.

 Payment of Consideration and 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.

This is an indicative timetable and is subject to the right of the Offeror to
extend, re-open, amend and/or terminate the Offers (subject to applicable law
and as provided in the Offer to Purchase).

Announcements and notices to be given to the holders of the Notes in
connection with the Offers will be communicated to the Information and Tender
Agent and will be published by means of a press release or other appropriate
means to the extent required by law.

Holders of the Notes are advised to check with any intermediary through which
they hold their Notes as to the deadlines by which such intermediary would
require receipt of instructions from holders of the Notes to participate in,
or to withdraw their instructions to participate in, the Offers in accordance
with the terms and conditions of the Offers as described in the Offer to
Purchase in order to meet the relevant deadlines.

Santander US Capital Markets LLC is acting as Dealer Manager for the Offers,
and D.F. King & Co., Inc. is acting as Information and Tender Agent. For
detailed terms of the Offers, please refer to the Offer to Purchase which,
subject to offer and distribution restrictions, can be obtained from the
Dealer Manager and the Information and Tender Agent.

Questions regarding the Offers may be directed to the Dealer Manager and the
Information and Tender Agent at the contact details set forth at the end of
this announcement. Questions or requests for assistance in participating in
the Offers and the delivery of tender instructions may be directed to the
Information and Tender Agent.

 

 

 

 

 

 

 

 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), 7 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 qualifying holder 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.

None of the Offeror, the Dealer Manager or the Information and Tender Agent or
any of their respective directors, employees, officers, agents or affiliates
expresses any opinion about the merits of the Offers or makes any
recommendation as to whether or not any qualifying holder should offer to sell
its Notes, and no one has been authorised by the Offeror, the Dealer Manager
or the Information and Tender Agent to make any such recommendation.

Offer and Distribution Restrictions

United Kingdom

The communication of the Offer to Purchase and any other documents or
materials relating to the Offers are not being made and such documents and/or
materials have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as amended (the
"FSMA"). The Offer to Purchase and any other documents or materials relating
to the Offers are for distribution to and directed only at: (i) persons
outside the United Kingdom; (ii) persons who have professional experience in
matters relating to investments falling within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended from time to time, the "Financial
Promotion Order"); (iii) high net worth companies, and other persons to whom
such documents and materials may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Financial Promotion Order; (iv) members,
creditors and other persons falling within Article 43(2) of the Financial
Promotion Order; and (v) any other person to whom an invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) in connection with the Offers may otherwise lawfully be communicated or
caused to be communicated (all such persons in (i) through (v) together being
referred to as "Relevant Persons"). Any investment or investment activity to
which the Offer to Purchase relates is available only to, and will be engaged
in only with, Relevant Persons. Any person who is not a Relevant Person should
not act or rely on the Offer to Purchase or any of its contents.

Spain

Neither the Offers nor the Offer to Purchase constitute an offer of securities
or the solicitation of an offer of securities in Spain which require the
approval and the publication of a prospectus under Regulation (EU) No.
2017/1129, Spanish Law 6/2023, of 17 March, on the Securities Markets and the
Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y
de los Servicios de Inversión), as amended from time to time, and its
ancillary and related regulations. Accordingly, the Offer to Purchase has not
been and will not be submitted for approval nor approved by the CNMV.

France

The Offer to Purchase and any documents or offering materials relating to the
Offers may not be distributed in the Republic of France except to qualified
investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation
(EU) No. 2017/1129, as amended, and Article L.411-2 of the French Code
(monétaire et financier) as amended from time to time. The Offer to Purchase
has not been and will not be submitted for clearance to nor approved by the
Autorité des marchés financiers.

Republic of Italy

None of the Offers, the Offer to Purchase or any other documents or materials
relating to the Offers has been or will be submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. The Offers are being carried out in
the Republic of Italy ("Italy") as exempted offers pursuant to article
101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998 (as
amended from time to time, the "Financial Services Act") and Article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders
or beneficial owners of the Notes that are located in Italy may tender their
Notes in the Offers through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and Legislative
Decree No. 385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offers.

General

Tenders of Notes for purchase pursuant to the Offers will not be accepted from
holders, in any circumstances in which such offers or solicitations are
unlawful.

 

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