BOSTON, Oct. 18, 2017 /PRNewswire/ -- Santander Bank, N.A. (the "Bank"), a
wholly-owned subsidiary of Santander Holdings USA, Inc. ("SHUSA"), today announced the
completion and final results of its previously announced cash
tender offer (the "Offer") for any and all of its outstanding
8.750% Subordinated 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table below has been validly tendered and not validly withdrawn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Withdrawn
|
8.750% Subordinated
Notes Due 2018
|
|
84603MXU5
|
|
$500,000,000
|
|
$307,850,000
|
The Offer was being made pursuant to an Offer to Purchase and a
Notice of Guaranteed Delivery, each dated October 11, 2017, which contains detailed
information concerning the terms of the Offer.
The Offer expired at 5:00 p.m.,
New York City time, on
October 17, 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validly tendered and not validly withdrawn, and such Notes will be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 payment date, which is expected to be today,
October 18, 2017.
Barclays Capital Inc. acted as dealer manager 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.
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 the
Bank pursuant to the Offer to Purchase and the Notice of Guaranteed
Delivery. The Offer was 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 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 CONTACT:
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.