BOSTON, Oct. 2, 2019 /PRNewswire/ -- Santander
Holdings USA, Inc. ("SHUSA") today
announced the expiration and expiration date results of its 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 Exchange Offers were 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 expired at 5:00 p.m., New York
City time, on October 1, 2019
(the "Exchange Offer Expiration Time").
SHUSA will issue 3.244% Senior Notes Due 2026 (the "New Notes")
and pay the applicable cash component of the Exchange Price for any
Old Notes that were validly tendered and not validly withdrawn and
accepted for exchange 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
issuance of the New Notes and the payment of the Exchange Price for
Old Notes delivered under the guaranteed delivery procedures to
occur on October 4, 2019. Old
Notes exchanged pursuant to the Exchange Offers will be
cancelled.
The following table sets forth the aggregate principal amount of
each series of Old Notes validly tendered and not validly withdrawn
at or prior to the Exchange Offer Expiration Time and the aggregate
principal amount of each series of Old Notes that SHUSA expects to
accept in connection with the Exchange Offers.
Security
|
CUSIP
|
Outstanding
Principal
Amount
|
Principal
Amount
Tendered
|
Principal
Amount
Expected to be
Accepted(1)
|
4.450% Notes due
2021
|
80282KAU0
|
$1,000,000,000
|
$377,926,000
|
$377,926,000
|
3.700% Notes due
2022
|
80282KAT3,
80282KAK2,
U8029KAA0
|
$1,440,000,000
|
$569,521,000
|
$569,521,000
|
|
|
(1)
|
The principal amounts
expected to be accepted reflected in the table are subject to
change based on the final validation of tenders and holders'
failure to make required deliveries pursuant to the guaranteed
delivery procedures.
|
Upon the terms and subject to the conditions set forth in the
Offering Memorandum and the Notice of Guaranteed Delivery, SHUSA
expects that it will issue approximately $947,447,000 aggregate principal amount of New
Notes in the Exchange Offers. Accordingly, the condition requiring
the issuance of an aggregate principal amount of New Notes of not
less than $400,000,000 has been
satisfied.
SHUSA today announced that the other conditions to the Exchange
Offers described in the Offering Memorandum, including the timely
satisfaction or waiver of all conditions precedent to the
completion of the corresponding Cash Offers and the absence of
certain adverse legal and market developments, have been satisfied
with respect to all of the Exchange Offers.
If and when issued, the New Notes will not be registered under
the Securities Act of 1933, as amended (the "Securities Act") or
any state securities laws. Therefore, the New Notes may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws. SHUSA will enter into a
registration rights agreement with respect to the New Notes.
Cash Offers
The Cash Offers were 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 expired at 5:00
p.m., New York City time,
on October 1, 2019 (the "Cash Offer
Expiration Time"). Payment for any Old Notes that were
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 following table sets forth the maximum aggregate principal
amount of each series of Old Notes that may be determined to be
validly tendered and not validly withdrawn at or prior to the Cash
Offer Expiration Time and the maximum aggregate principal amount of
each series of Old Notes that SHUSA may accept in connection with
the Cash Offers.
Security
|
CUSIP
|
Outstanding
Principal
Amount
|
Principal
Amount
Tendered(1)
|
4.450% Notes
due 2021
|
80282KAU0
|
$1,000,000,000
|
$15,984,000
|
3.700% Notes
due 2022
|
80282KAT3,
80282KAK2,
U8029KAA0
|
$1,440,000,000
|
$21,292,000
|
|
|
(1)
|
SHUSA is in the
process of reviewing the documentation submitted by holders of Old
Notes pursuant to the Cash Offers to determine the validity of the
tenders received in the Cash Offers pursuant to the Offer to
Purchase and Notice of Guaranteed Delivery.
|
SHUSA today announced that the 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 the absence of certain adverse legal and market
developments, have been satisfied with respect to all of the Cash
Offers. The Cash Offers were not conditioned upon the tender
of any minimum principal amount of Old Notes.
Barclays Capital Inc., Citigroup Global Markets Inc. and
Santander Investment Securities Inc. (the "Dealer Managers") acted
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 were 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 were not 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.