BOSTON, Feb. 15, 2018 /PRNewswire/ -- Santander
Holdings USA, Inc. ("SHUSA" or the
"Company") today announced the pricing of its previously announced
cash tender offer (the "Offer") for up to $400,000,000 ("Maximum Amount") in aggregate
principal amount of its 3.450% Senior Notes due 2018 (the "2018
Notes") and 2.700% Senior Notes due 2019 (the "2019 Notes" and,
together with the 2018 Notes, the "Notes"). The Offer is made
upon the terms and subject to the conditions set forth in the Offer
to Purchase dated February 1, 2018
(as it may be amended or supplemented from time to time, the "Offer
to Purchase"). Consummation of the Offer is subject to certain
conditions described in the Offer to Purchase.
As previously announced, the Early Participation Date for the
Offer was 5:00 p.m., New York City time, on February 14, 2018 (the "Early Participation
Date"). The Early Participation Date was not extended. Withdrawal
rights for the Offer expired at 5:00
p.m., New York City time,
on February 14, 2018, and were not
extended. Accordingly, Notes tendered in the Offer may no longer be
withdrawn. As the Offer was oversubscribed, subject to the
satisfaction or waiver of the conditions to the Offer and in
accordance with the Acceptance Priority Levels (as defined in the
Offer to Purchase) and proration (in respect of the 2019 Notes),
SHUSA has accepted for purchase Notes that were validly tendered
and not validly withdrawn in the Offer at or prior to the Early
Participation Date in the amounts set forth in the table below.
The applicable Total Consideration per $1,000 principal amount of Notes of each series
to be received by holders of Notes of that series that were validly
tendered, and not validly withdrawn, in the Offer and that were
accepted for purchase by SHUSA in the Offer on the Early Payment
Date (as defined below) is set forth in the table below.
Title of
Security
|
Security
Identifiers
|
Applicable
Maturity Date/
Par Call Date
|
Principal
Amount
Outstanding
|
Acceptance
Priority Level
|
Aggregate Principal
Amount Tendered as of the Early Participation Date
|
Aggregate Principal
Amount Expected to be Purchased on the Early Payment
Date
|
Reference
Security
|
Bloomberg Reference
Page/Screen
|
Fixed Spread
(basis points)
|
Tender Offer
Yield
|
Total
Consideration(1)
|
3.450% Senior
Notes
due 2018
|
CUSIP:
80282KAC0
ISIN: US80282KAC09
|
August 27, 2018 /
July 27, 2018
|
$244,576,000
|
1
|
$63,239,000
|
$63,239,000
|
0.750%
U.S.
Treasury
due
July 31,
2018
|
PX3
|
30
|
2.078%
|
$1,006.08
|
2.700% Senior
Notes
due 2019
|
CUSIP:
80282KAH9
ISIN: US80282KAH95
|
May 24,
2019 /
April 24, 2019
|
$1,000,000,000
|
2
|
$733,240,000
|
$336,761,000
|
0.875%
U.S.
Treasury
Due
April 15,
2019
|
PX4
|
40
|
2.502%
|
$1,002.30
|
(1) The
total consideration (the "Total Consideration") payable for each
series of Notes accepted for purchase by SHUSA per $1,000 principal amount, which includes the
Participation Amount. Holders whose Notes are accepted for purchase
will also receive accrued and unpaid interest on their purchased
Notes from, and including, the most recent interest payment date
for such Notes prior to the Early Payment Date to, but not
including, the Early Payment Date.
The consideration to be paid for the Notes of each series being
purchased in the Offer has been determined in the manner described
in the Offer to Purchase according to the "Reference Yield," which
means with respect to the Notes of each series being purchased, the
yield of the applicable reference security listed in the table
above for each series of the Notes. Holders who validly tendered
and did not validly withdraw Notes at or prior to the Early
Participation Date that were accepted for purchase in the Offer on
the Early Payment Date will receive the applicable "Total
Consideration" listed in the table above per $1,000 principal amount of such Notes accepted
for purchase in the Offer, which includes the early participation
amount of $30 per $1,000 principal amount of such Notes (the "Early
Participation Amount"). In addition, such holders whose Notes were
accepted for purchase pursuant to the Offer on the Early Payment
Date will receive accrued and unpaid interest on their purchased
Notes from, and including, the most recent interest payment date
for such Notes prior to the Early Payment Date to, but not
including, the Early Payment Date.
The Early Payment Date for the Offer will be promptly following
the Early Participation Date and is expected to be on or about
February 16, 2018 (the "Early Payment
Date").
Subject to the satisfaction or waiver of the conditions to the
Offer, SHUSA expects to purchase on the Early Payment Date Notes
representing an aggregate principal amount that is equal to the
Maximum Amount for the Offer, and therefore SHUSA expects that no
additional Notes will be purchased in the Offer, and there will be
no final settlement date for the Offer. Notes tendered in the Offer
and not purchased on the Early Payment Date will be returned
promptly after the Early Payment Date.
SHUSA has appointed Santander Investment Securities Inc. to act
as dealer manager for the Offer, and has retained D.F. King &
Co., Inc. to serve as the tender agent and information agent.
This announcement is not an offer to purchase or a solicitation
of an offer to purchase. The Offer is being made solely by SHUSA
pursuant to the Offer to Purchase. The Offer is not being made to,
nor will SHUSA accept tenders of Notes from, holders in any
jurisdiction in which the Offer or the acceptance thereof would not
be in compliance with the securities or blue sky laws of such
jurisdiction.
Santander Holdings USA, Inc.
(SHUSA) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN)
(Santander), one of the most respected banking groups in the world
with more than 125 million customers in the U.S., Europe and Latin
America. As the intermediate holding company for Santander's
U.S. businesses, SHUSA includes six financial companies with more
than 17,500 employees, 5.2 million customers and assets of over
$131.9 billion. These include
Santander Bank, N.A., one of the
country's largest retail and commercial banks by deposits;
Santander Consumer USA Holdings
Inc. (NYSE: SC), an auto finance and consumer lending company;
Banco Santander International of Miami; Banco Santander Puerto Rico; Santander
Securities LLC of Boston; and
Santander Investment Securities Inc. of New York.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Any statements about our expectations, beliefs, plans, or
future events are not historical facts and may be forward-looking.
Such statements include, but are not limited to, SHUSA's statements
regarding the Offer. These statements are often, but not always,
made through the use of words or phrases such as "anticipates,"
"believes," "can," "could," "may," "predicts," "potential,"
"should," "will," "looking forward," "would," "hopes," "assumes,"
"estimates," "plans," "projects," "continuing," "ongoing,"
"expects," "intends," and similar words or phrases. Although we
believe that the expectations reflected in these forward-looking
statements are reasonable as of the date on which the statements
are made, these statements are not guarantees of future performance
and involve risks and uncertainties that are subject to change
based on various important factors and assumptions, some of which
are beyond our control. For additional discussion of these
risks, refer to the section entitled "Risk Factors" and elsewhere
in the Annual Report on Form 10-K SHUSA files with the Securities
and Exchange Commission (the "SEC"). Among the factors that
could cause actual results to differ from those reflected in the
forward-looking statements include, without limitation, the risks
and uncertainties described in SHUSA's filings with the SEC. New
risks and uncertainties emerge from time to time, and it is not
possible for SHUSA to predict all risks and uncertainties that
could have an impact on the forward-looking statements contained in
this communication. In light of the significant uncertainties
inherent in the forward-looking information included herein, the
inclusion of such information should not be regarded as a
representation by SHUSA or any other person that SHUSA's
expectations, objectives or plans will be achieved in the timeframe
anticipated or at all. Investors are cautioned not to place undue
reliance on SHUSA's forward-looking statements, and SHUSA
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. Any
forward-looking statements only speak as of the date of this
document, and we undertake no obligation to update any
forward-looking information or statements, whether written or oral,
to reflect any change, except as required by law. All
forward-looking statements attributable to us are expressly
qualified by these cautionary statements.
Disclaimer
This announcement must be read in
conjunction with the Offer to Purchase. None of SHUSA, the
dealer managers, the tender and information agent, or any person
who controls or is a director, officer, employee or agent of such
persons, or any affiliate of such persons, makes any recommendation
as to whether holders of Notes should participate in the Offer.
FINANCIAL CONTACTS:
Andrew
Withers
617.757.3524
awithers@santander.us
MEDIA CONTACTS:
Ann
Davis
617.757.5891
ann.davis@santander.us
Nancy Orlando
617.757.5765
nancy.orlando@santander.us
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SOURCE Santander Holdings USA,
Inc.