BOSTON, Oct. 1, 2019 /PRNewswire/ -- Santander
Holdings USA, Inc. ("SHUSA") today
announced the pricing of the two separate previously announced
offers to exchange (the "Exchange Offers") and related offers to
purchase for cash (the "Cash Offers") any and all of its
outstanding 4.450% Senior Notes Due 2021 and 3.700% Senior Notes
Due 2022 (the "Old Notes").
Exchange Offers
The following table sets forth the Exchange Prices of each
series of Old Notes validly tendered and accepted in the Exchange
Offers, as calculated at 2:00 p.m.,
New York City time, on
October 1, 2019.
Security
|
CUSIP
|
Outstanding
Principal Amount
|
Reference
U.S.
Treasury
Security
|
Reference
U.S.
Treasury
Security Yield
|
Bloomberg
Reference
Page(1)
|
Fixed
Spread
|
Exchange
Price(2)
|
Cash
Payment (3)
|
New
Notes
per
$1,000
Old Notes
|
4.450% Notes due
2021
|
80282KAU0
|
$1,000,000,000
|
1.500% due
August 31,
2021
|
1.577%
|
PX1
|
60.0 bps
|
$1,045.98
|
$45.98
|
$1,000
|
3.700% Notes due
2022
|
80282KAT3,
80282KAK2,
U8029KAA0
|
$1,440,000,000
|
1.500% due
September 15, 2022
|
1.489%
|
PX1
|
80.0 bps
|
$1,032.78
|
$32.78
|
$1,000
|
|
(1) The page on
Bloomberg from which the Dealer Managers quoted the bid-side prices
of the Reference U.S. Treasury Security specified in the table
above.
|
|
(2) Schedule A
to the Offering Memorandum sets forth the formula for the
calculation of the Exchange Price. The Exchange Price was
calculated at 2:00 p.m., New York City time, on October 1,
2019.
|
|
(3) With respect to
each series of Old Notes, represents the amount that will be paid
in cash, representing the portion of the Exchange Price that
exceeds $1,000 per $1,000 principal amount of such validly tendered
Old Notes.
|
The Exchange Offers are being made pursuant to an Offering
Memorandum and a Notice of Guaranteed Delivery, each dated
September 25, 2019, which contain
detailed information concerning the terms of the Exchange Offers
and the Eligibility Letter.
The Exchange Offers will expire at 5:00
p.m., New York City time,
on October 1, 2019 unless extended or
earlier terminated by SHUSA (the "Exchange Offer Expiration Time").
Old Notes tendered for exchange may be validly withdrawn at any
time at or before the Exchange Offer Expiration Time, unless
extended or earlier terminated.
The "Exchange Price" for each $1,000 principal amount of the Old Notes validly
tendered and accepted for exchange (including any such Old Notes
delivered by the Guaranteed Delivery Date (as defined in the
Offering Memorandum) via the guaranteed delivery procedures set
forth in the Offering Memorandum) is a combination of: (i) a
principal amount of New Notes equal to the discounted value
(calculated in accordance with the formula set forth in Schedule A
to the Offering Memorandum) on the Exchange Offer Payment Date (as
defined below) of the remaining payments of principal and interest
(excluding accrued interest) per $1,000 principal amount of the Old Notes through
the applicable par call date of the Old Notes, using a yield equal
to the sum of the yield (the "Reference Yield") based on the
bid-side price of the Reference U.S. Treasury Security specified in
the table above, as calculated by the Dealer Managers at
2:00 p.m., New York City time, on October 1, 2019 (subject to certain exceptions
set forth in the Offering Memorandum, such time and date, as the
same may be extended, the "Price Determination Time") plus the
Fixed Spread specified in the table above, minus the Cash Component
(as defined below); and (ii) cash with an aggregate value equal to
the applicable Exchange Price per $1,000 principal amount of such series of Old
Notes minus $1,000 (the "Cash
Component").
The interest rate on the New Notes will accrue from the Payment
Date at a rate equal to the sum of (x) 1.564%, the bid-side yield
on the Reference U.S. Treasury Security due August 31, 2026 at the Price Determination Time
and (y) 1.68% (168.0 basis points). The applicable yield (and
coupon) on the New Notes is 3.244%, and Applicable Spread with
respect to the Company's option to redeem (as set forth in the
Offering Memorandum) is 25 basis points.
Payment for any Old Notes that are validly tendered and not
validly withdrawn and accepted for purchase will be made promptly
following the Exchange Offer Expiration Time (such date, the
"Exchange Offer Payment Date"). We expect the Exchange Offer
Payment Date to occur on October 4,
2019 and 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 Exchange Offers will be cancelled.
The Exchange Offers are conditioned upon the satisfaction of
certain customary conditions described in the Offering Memorandum,
including the timely satisfaction or waiver of all conditions
precedent to the completion of the corresponding Cash Offers.
The Exchange Offers are conditioned upon the issuance of an
aggregate principal amount of New Notes of not less than
$400,000,000.
Cash Offers
The following table sets forth the Purchase Prices of each
series of Old Notes validly tendered and accepted in the Cash
Offers, as calculated at 2:00 p.m.,
New York City time , on
October 1, 2019.
Security
|
CUSIP
|
Outstanding
Principal
Amount
|
Reference
U.S.
Treasury
Security
|
Reference U.S.
Treasury
Security Yield
|
Bloomberg
Reference
Page(1)
|
Fixed
Spread
|
Purchase
Price(2)
|
4.450%
Notes
due 2021
|
80282KAU0
|
$1,000,000,000
|
1.500% due
August 31, 2021
|
1.577%
|
PX1
|
60.0 bps
|
$1,045.98
|
3.700%
Notes
due 2022
|
80282KAT3,
80282KAK2,
U8029KAA0
|
$1,440,000,000
|
1.500% due
September 15, 2022
|
1.489%
|
PX1
|
80.0 bps
|
$1,032.78
|
|
(1) The page on
Bloomberg from which the Dealer Managers (as defined below) quoted
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 October 1, 2019
and a Cash Offer Payment Date (as defined below) of October 4,
2019. The calculation of the Purchase Price, as set forth in the
Offer to Purchase, 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 Cash Offers are being made pursuant to an Offer to Purchase
and a Notice of Guaranteed Delivery, each dated September 25, 2019, which contain detailed
information concerning the terms of the Cash Offers and the
Certification Instructions Letter.
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"). Old Notes tendered for purchase may be validly
withdrawn at any time at or before the Cash Offer Expiration time,
unless extended or earlier terminated.
The "Purchase Price" for each $1,000 principal amount of Old Notes validly
tendered and accepted for purchase (including any such Old Notes
delivered by the Guaranteed Delivery Date (as defined in the Offer
to Purchase) via the guaranteed delivery procedures set forth in
the Offer to Purchase) was 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 and 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.
The Cash Offers are conditioned upon the satisfaction of certain
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 and other customary
conditions. The Cash Offers are not conditioned upon the
tender of any minimum principal amount of Old Notes. 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.
Barclays Capital Inc., Citigroup Global Markets Inc. and
Santander Investment Securities Inc. (the "Dealer Managers") are
acting as dealer managers for the Exchange Offers and the Cash
Offers, and D.F. King & Co., Inc. is serving as the tender
agent, the exchange 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 Exchange Offers and 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, the Offering Memorandum and the
related Notices of Guaranteed Delivery are available at the
following web address: www.dfking.com/santander. Terms used
and not otherwise defined herein shall have the meanings ascribed
to such terms in the Offer to Purchase and Offering Memorandum, as
applicable.
None of the Offer to Purchase, the Offering Memorandum, the
related Notices 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, the Offering Memorandum or the
Notices 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 Exchange Offers and the Cash
Offers are being made solely by SHUSA pursuant to the Offering
Memorandum and the Offer to Purchase, respectively, and the Notices
of Guaranteed Delivery. The Exchange Offers and the Cash
Offers are not being made to, nor will SHUSA accept tenders of Old
Notes from, holders in any jurisdiction in which the Exchange
Offers or 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;
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 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, the Offering Memorandum and related Notices of Guaranteed
Delivery. This announcement and the Offer to Purchase, the
Offering Memorandum and related Notices 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 or the Exchange
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 or the Exchange
Offers. None of SHUSA, the dealer managers, the tender and
information agent, and 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 or the Exchange
Offers.
FINANCIAL CONTACTS:
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.