BOSTON, Oct. 11, 2017
/PRNewswire/ -- Santander Bank, N.A. (the "Bank"), a
wholly-owned subsidiary of Santander Holdings USA, Inc. ("SHUSA"), today announced the
commencement of a cash tender offer (the "Offer") for any and all
of its outstanding 8.750% Subordinated Notes Due 2018 (the "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)
|
8.750%
Subordinated
Notes Due 2018
|
84603MXU5
|
$500,000,000
|
1.000% UST
due May 31, 2018
|
FIT3
|
+25 bps
|
$1,043.89
|
(1) The page on Bloomberg from which Barclays Capital Inc. 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
Notes, plus accrued and unpaid distributions from the last payment
date to, but not including, the Payment Date (as defined below) for
the Notes purchased pursuant to the Offer. Hypothetical
Purchase Price calculated on the basis of pricing for the Reference
U.S. Treasury Security as of 11:00
a.m., New York City time,
on October 10, 2017 and a Payment
Date (as defined below) on October 18,
2017. The actual Purchase Price (as defined below)
payable pursuant to the Offer will be calculated and determined as
set forth in the Offer to Purchase.
The Offer is being made pursuant to an Offer to Purchase and a
Notice of Guaranteed Delivery, each dated today, which contains
detailed information concerning the terms of the Offer. The
Offer will expire at 5:00 p.m.,
New York City time, on
October 17, 2017 unless extended or
earlier terminated by SHUSA (the "Expiration Time").
Tenders of Notes pursuant to the Offer may be validly withdrawn
at any time before the earlier of (i) the Expiration Time and (ii)
if the Offer is extended, the 10th business day after commencement
of the Offer. Notes tendered pursuant to the Offer may also
be validly withdrawn at any time after the 60th business day after
commencement of the Offer if for any reason the Offer has not been
consummated within 60 business days after commencement.
The "Purchase Price" for each $1,000 principal amount of Notes validly tendered
and accepted for purchase pursuant to the Tender Offer will be
determined in the manner described in the Offer to Purchase by
reference to a fixed spread specified for the 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 11:00 a.m.,
New York City time, on
October 17, 2017, unless extended or
earlier terminated.
Payment for any Notes that are validly tendered and not validly
withdrawn and accepted for purchase will be made promptly following
the Expiration Time (such date, the "Payment Date"). We expect the
Payment Date to occur on October 18,
2017, with respect to Notes accepted for purchase on or
about the Expiration Time. We expect the payment for Notes
delivered under the guaranteed delivery procedures to occur on
October 20, 2017. Notes
purchased pursuant to the Offer will be cancelled.
The Bank is making the Offer in order to retire all or a portion
of the Notes prior to their maturity. The Bank will fund
purchases of Notes pursuant to the Offer from available cash on
hand.
The Offer is conditioned upon the satisfaction of certain
customary conditions described in the Offer to Purchase. The
Offer is not conditioned upon the tender of any minimum principal
amount of Notes. Subject to applicable law, the Bank may, at
its sole discretion, waive any condition applicable to the Offer
and may extend the Offer. Under certain conditions and as
more fully described in the Offer to Purchase, the Bank may
terminate the Offer before the Expiration Time.
The Bank has appointed Barclays Capital 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. 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 Offer may be directed
to Barclays Capital Inc. at +1 800 438-3242 or collect at +1
212-528-7581.
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 or 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 Offer is being made solely by
the Bank pursuant to the Offer to Purchase and the Notice of
Guaranteed Delivery. The Offer is not being made to, nor will
the Bank 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 Bank, N.A. is
one of the country's largest retail and commercial banks with more
than $83 billion in assets. With its
corporate offices in Boston, the
Bank's 9,500 employees, more than 650 branches, 2,100 ATMs and 2.1
million customers are principally located in Massachusetts, New
Hampshire, Connecticut,
Rhode Island, New York, New
Jersey, Pennsylvania and
Delaware. The Bank is a
wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN)
- one of the most respected banking groups in the world with more
than 125 million customers in the U.S., Europe, and Latin
America. It is managed by Santander Holdings USA, Inc., Banco Santander's intermediate
holding company in the U.S. For more information on Santander Bank, please visit
www.santanderbank.com.
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,
the Bank'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 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 the Bank 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 the Bank
or any other person that the Bank's expectations, objectives or
plans will be achieved in the timeframe anticipated or at
all. Investors are cautioned not to place undue reliance on
the Bank's forward-looking statements, and the Bank 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 Offer. If any holder of 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 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 Offer. None of the Bank, SHUSA,
the dealer manager, 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 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 Bank, N.A.