Subject to Completion
Preliminary Prospectus Supplement dated November 30, 2020
PRELIMINARY PROSPECTUS SUPPLEMENT
(to prospectus dated
May 14, 2020)
$
Banco Santander, S.A.
% Tier 2 Subordinated Debt Securities due 20
The % Tier 2 Subordinated Debt Securities due 20 (the Notes) will bear interest at a
rate of % per year. From and including the date of issuance, interest will be payable semi-annually in arrears on the Notes on June and
December of each year, beginning on June , 2021. The Notes will be due on December , 20 .
The Notes will be issued in minimum denominations of $200,000 and integral multiples of $200,000 in excess thereof.
The payment obligations of Banco Santander, S.A. (Banco Santander) under the Notes on account of principal constitute direct,
unconditional, unsecured and subordinated obligations (créditos subordinados) of Banco Santander according to Article 281.1.2º of the restated text of the Insolvency Law (Ley Concursal) approved by the Royal
Decree-Legislative 1/2020, of 5 May (the Spanish Insolvency Law) and, in accordance with Additional Provision 14.3º of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law
(or otherwise), upon the insolvency of Banco Santander rank for so long as the obligations of Banco Santander in respect of the Notes constitute Tier 2 Instruments (as defined below): (i) pari passu among themselves and with
(a) all other claims for principal in respect of Tier 2 Instruments which are not subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), and (b) any other subordinated obligations
(créditos subordinados) which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with Banco Santanders obligations under the Notes; (ii) junior to (a) any
unsubordinated obligations (créditos ordinarios) of Banco Santander (including any Senior Non Preferred Liabilities (as defined below)), (b) any claim for principal in respect of Senior Subordinated Liabilities (as defined
below) which are not subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise) and (c) any other subordinated obligations (créditos subordinados) which by law and/or by their
terms, to the extent permitted by Spanish law, rank senior to Banco Santanders obligations under the Notes; and (iii) senior to (a) any claims for principal in respect of Additional Tier 1 Instruments (as defined below) of Banco
Santander, and (b) any other subordinated obligations (créditos subordinados) of Banco Santander which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the obligations of Banco Santander
under the Notes.
By its acquisition of the Notes, each holder (which, for the purposes of this clause, includes each holder of a
beneficial interest in the Notes) acknowledges, accepts, consents to and agrees to be bound by the terms of the Notes related to the exercise of the Bail-in Power (as defined below) set forth under
Description of Debt SecuritiesAgreement and Acknowledgement with Respect to the Exercise of the Bail-in Power in the accompanying prospectus. See Notice
to Investors on page S-i of this prospectus supplement for further information.
The Notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
of the Kingdom of Spain, the United States or any other jurisdiction.
We may redeem the Notes, in whole but not in part, at any time at
100% of their principal amount plus accrued and unpaid interest (if any) (i) upon the occurrence of certain tax events or (ii) upon the occurrence of certain regulatory events.
We intend to apply to list the Notes on the New York Stock Exchange in accordance with its rules.
Investing in the Notes involves risks. See Risk Factors beginning on page S-15 of this prospectus supplement, page 3 of the accompanying prospectus as well as those discussed under the heading Risk Factors in the Groups Annual Report on
Form 20-F for the year ended December 31, 2019 and under the heading Part 3. Supplemental InformationItem 4. Risk Factors in the Groups Report on Form 6-K filed with the SEC on July 31, 2020 (Accession No. 0000891478-20-000056), which are incorporated by reference
herein.
The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise
made available to retail investors (as defined in Directive 2014/65/EU of the European Parliament and of the Council on Markets in Financial Instruments MiFID II) in the European Economic Area or in the United Kingdom. Prospective
investors are referred to the section headed Important Information on page S-v of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Price to Public
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Underwriting
Discount
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Proceeds to us (before
expenses)
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Per Note
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%
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%
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%
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Total
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$
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$
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$
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The initial public offering price set forth above does not include accrued interest, if any. Interest on the
Notes will accrue from the expected date of issuance, which is December , 2020. See Underwriting (Conflicts of Interest).
We expect that the Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company (DTC) and its
direct and indirect participants, including Clearstream Banking, société anonyme (Clearstream Luxembourg) and Euroclear Bank S.A./N.V. (Euroclear) on or about
December , 2020, which will be the New York business day following the pricing of the Notes (such settlement period being referred to as
T+ ). Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.
Joint Bookrunners
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Barclays
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Citigroup
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Goldman Sachs & Co. LLC
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HSBC
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Morgan Stanley
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Santander
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Prospectus Supplement
dated , 2020