BOSTON, Sept. 25, 2019
/PRNewswire/ -- Santander Holdings USA, Inc. ("SHUSA") today announced the
commencement of two separate cash tender offers (each, a "Cash
Offer") for any and all of its outstanding 4.450% Senior Notes Due
2021 and 3.700% Senior Notes Due 2022 (the "Old Notes") at the
purchase price indicated below:
|
Security
|
CUSIP
|
Outstanding
Principal
Amount
|
Reference
U.S. Treasury
Security
|
Bloomberg
Reference
Page(1)
|
Fixed Spread
|
Hypothetical
Purchase Price(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
4.450% Notes due
2021
|
80282KAU0
|
$1,000,000,000
|
1.500% due
August 31, 2021
|
PX1
|
60.0 bps
|
$1,045.00
|
|
|
3.700% Notes due
2022
|
80282KAT3,
80282KAK2,
U8029KAA0
|
$1,440,000,000
|
1.500% due
September 15, 2022
|
PX1
|
80.0 bps
|
$1,031.43
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The page on Bloomberg from which the Dealer Managers will
quote the bid-side prices of the Reference U.S. Treasury Security
specified in the table above.
(2) Per $1,000 principal amount of
each series of Old Notes accepted for purchase calculated on the
basis of pricing for the Reference U.S. Treasury Security as of
2:00 p.m., New York City time, on September 24, 2019
and a Payment Date (as defined below) on October 4, 2019. The
calculation of the Hypothetical Purchase Price was performed using
the present value at the applicable price determination time as if
the principal amount had been due on the par call date. The actual
Purchase Price (as defined below) payable pursuant to the Cash
Offers will be calculated and determined as set forth in the Offer
to Purchase.
Only a holder who is not (1) a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act")); or (2) a person located
outside the United States who is
(i) not a "U.S. person" (as defined in Rule 902 under the
Securities Act), (ii) not acting for the account or benefit of a
U.S. person and (iii) a "Non-U.S. qualified offeree" (as
defined in the Offer to Purchase) is authorized to participate in
the Cash Offers. The maximum aggregate amount of cash that the
Company will use to purchase all validly tendered Old Notes in the
Cash Offers is $200,000,000, unless
waived by it as provided in the Offer to Purchase. Subject to
applicable law, SHUSA may, at its sole discretion, waive any
condition applicable to the Cash Offers and may extend the Cash
Offers. Under certain conditions and as more fully described in the
Offer to Purchase, SHUSA may terminate the Cash Offers before the
Cash Offer Expiration Time. SHUSA will terminate the Exchange Offer
for a given series of Old Notes if it terminates the Cash Offer for
such series of Old Notes.
Concurrently with the Cash Offers, SHUSA also announced today
the commencement of a transaction to exchange such two series of
notes pursuant to private exchange offers (each, an "Exchange
Offer") open to certain investors. The Cash Offers are being made
pursuant to an Offer to Purchase and a Notice of Guaranteed
Delivery, each dated today, which contain detailed information
concerning the terms of the Cash Offers. The Cash Offers will
expire at 5:00 p.m., New York City time, on October 1, 2019
unless extended or earlier terminated by SHUSA (the "Cash Offer
Expiration Time").
Tenders of Old Notes pursuant to the Cash Offers may be validly
withdrawn at any time before the earlier of (i) the Cash Offer
Expiration Time and (ii) if the Cash Offers are extended, the
10th business day after commencement of the Cash Offers. Old Notes
tendered pursuant to the Cash Offers may also be validly withdrawn
at any time after the 60th business day after commencement of the
Cash Offers if for any reason the Cash Offers have not been
consummated within 60 business days after commencement.
The "Purchase Price" for each $1,000 principal amount of Old Notes validly
tendered and accepted for purchase pursuant to a Cash Offer will be
determined in the manner described in the Offer to Purchase by
reference to a fixed spread specified for the Old Notes (the "Fixed
Spread") specified in the table above plus the yield based on the
bid-side price of the Reference U.S. Treasury Security specified in
the table above at 2:00 p.m.,
New York City time, on
October 1, 2019, unless extended or earlier terminated.
Payment for any Old Notes that are validly tendered and not
validly withdrawn and accepted for purchase will be made promptly
following the Cash Offer Expiration Time (such date, the "Cash
Offer Payment Date"). We expect the Cash Offer Payment Date to
occur on October 4, 2019 with respect to Old Notes accepted
for purchase on or about the Cash Offer Expiration Time. We expect
the payment for Old Notes delivered under the guaranteed delivery
procedures to occur on October 4, 2019. Old Notes purchased
pursuant to the Cash Offers will be cancelled.
SHUSA is making the Cash Offers in order to retire all or a
portion of the Old Notes prior to their maturity. SHUSA intends to
fund purchases of Old Notes pursuant to the Cash Offers from cash
on hand.
The Cash Offers are conditioned upon the satisfaction of certain
customary conditions described in the Offer to Purchase, including
the timely satisfaction or waiver of all conditions precedent to
the completion of the corresponding Exchange Offers. The Cash
Offers are not conditioned upon the tender of any minimum principal
amount of Old Notes.
SHUSA has appointed Barclays Capital Inc., Citigroup Global
Markets Inc. and Santander Investment Securities Inc. to act as
dealer managers for the Cash Offers, and has retained D.F.
King & Co., Inc. to serve as the tender agent and
information agent. Requests for documents may be directed to D.F.
King & Co., Inc. by telephone at +1 212 269-5550 (banks
and brokers) or +1 800 814-2879. Questions regarding the Cash
Offers may be directed to Barclays Capital Inc. at +1 800 438-3242
or collect at +1 212 528-7581; to Citigroup Global Markets Inc. at
+1 800 558-3745 or collect at +1 212 723-6106; or to Santander
Investment Securities Inc. at +1 855 404-3636 or collect at +1
212-940-1442.
Copies of the Offer to Purchase and related Notice of Guaranteed
Delivery are available at the following web address:
www.dfking.com/santander.
Neither the Offer to Purchase, the Notice of Guaranteed Delivery
nor any related documents have been filed with the U.S. Securities
and Exchange Commission, nor have any such documents been filed
with or reviewed by any federal or state securities commission or
regulatory authority of any country. No authority has passed upon
the accuracy or adequacy of the Offer to Purchase or the Notice of
Guaranteed Delivery or any related documents, and it is unlawful
and may be a criminal offense to make any representation to the
contrary.
This announcement is not an offer to purchase or a solicitation
of an offer to purchase. The Cash Offers are being made solely by
SHUSA pursuant to the Offer to Purchase and the Notice of
Guaranteed Delivery. The Cash Offers are not being made to, nor
will SHUSA accept tenders of Old Notes from, holders in any
jurisdiction in which the Cash Offers 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), with more than 144 million customers in the U.S.,
Europe and Latin America. SHUSA is the parent company of
six financial companies with approximately 17,000 employees,
5.2 million customers and assets of over $154.6 billion. These include Santander Bank, N.A.; Santander Consumer
USA Holdings Inc. (NYSE: SC);
Banco Santander International of Miami; Banco Santander Puerto Rico; Santander
Securities LLC of Boston; and
Santander Investment Securities Inc. of New York; and several other subsidiaries.
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 Cash Offers and the Exchange Offers. 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 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 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 and related Notice of Guaranteed Delivery. This
announcement and the Offer to Purchase and related Notice of
Guaranteed Delivery (including the documents incorporated by
reference therein) contain important information which must be read
carefully before any decision is made with respect to the Cash
Offers. If any holder of Old Notes is in any doubt as to the action
it should take, it is recommended to seek its own legal, tax,
accounting and financial advice, including as to any tax
consequences, immediately from its stockbroker, bank manager,
attorney, accountant or other independent financial or legal
adviser. Any individual or company whose Old Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
participate in the Cash Offers. None of SHUSA, the dealer managers,
the tender and information agent, 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 Old Notes should participate in the Cash Offers.
FINANCIAL CONTACT:
Andrew Withers
617.757.3524
awithers@santander.us
MEDIA CONTACTS:
Laurie Kight
617.757.5891
laurie.kight@santander.us
Nancy Orlando
617.757.5765
nancy.orlando@santander.us
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SOURCE Santander Holdings USA,
Inc.