BOSTON, July 17, 2017 /PRNewswire/ -- Santander
Holdings USA, Inc. ("SHUSA") today
announced the the completion and final results of its previously
announced cash tender offer (the "Offer") for any and all of its
outstanding 3.450% Senior Notes Due 2018 (the "Notes"). The Company
has been advised that the aggregate principal amount specified in
the table below has been validly tendered and not validly withdrawn
pursuant to the Offer:
Security
|
|
CUSIP
|
|
Outstanding
Principal
Amount
|
|
Aggregate
Principal Amount Validly Tendered and Not Validly
Withdrawn(1)
|
3.450% Senior Notes
Due August 27, 2018
|
|
80282KAC0
|
|
$500,000,000
|
|
$255,424,000
|
(1) Includes $22,000
aggregate principal amount of 3.450% Senior Notes Due 2018 tendered
in pursuant to the guaranteed delivery procedures, which securities
must be delivered by 5 p.m.,
New York City time, on
July 18, 2017 as set forth in the
Offer to Purchase referenced below.
The Offer was being made pursuant to an Offer to Purchase and a
Notice of Guaranteed Delivery, each dated July 10, 2017, which contains detailed
information concerning the terms of the Offer.
The Offer expired at 5:00 p.m.,
New York City time, on
July 14, 2017 (the "Expiration
Time"). The Company has accepted for purchase all Notes
validly tendered and not validly withdrawn, and such Notes will be
paid for on the initial payment date (other than Notes validly
tendered under the procedures set forth in the Notice of Guaranteed
Delivery), which is expected to be today, July 17, 2017. Under the terms of the
Offer, Notes validly tendered and properly delivered under the
procedures set forth in the Notice of Guaranteed Delivery will be
paid on the guaranteed delivery payment date, which is expected to
be July 19, 2017.
Barclays Capital Inc. and Citigroup Global Markets Inc. acted as
dealer managers for the Offer, and D.F.
King & Co., Inc. served 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 or Citigroup Global Markets Inc. at +1 800-558-3745 or
collect at +1 212-723-6106.
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 was being made solely by SHUSA
pursuant to the Offer to Purchase and the Notice of Guaranteed
Delivery. The Offer was 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.K., Europe, Latin
America and the U.S. 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 $135 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 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 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 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 Notes should participate in the Offer.
FINANCIAL CONTACTS:
Juan
Carlos Alvarez
617.757.3520
jalvare1@santander.us
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.