BOSTON, Sept. 25, 2019
/PRNewswire/ -- Santander Holdings USA, Inc. ("SHUSA") today announced the
commencement of a transaction to exchange any and all of its
outstanding 4.450% Senior Notes Due 2021 and 3.700% Senior Notes
Due 2022 (the "Old Notes") pursuant to private exchange offers
(each, an "Exchange Offer") open to certain investors:
|
|
|
|
|
|
|
|
Security
|
CUSIP
|
Outstanding
Principal
Amount
|
Reference
U.S. Treasury
Security
|
Bloomberg
Reference
Page(1)
|
Fixed Spread
|
Cash Payment of
Premium to
Par(2)
|
Hypothetical
Exchange
Price(3)
|
|
|
|
|
|
|
|
|
4.450% Notes due 2021
|
80282KAU0
|
$1,000,000,000
|
1.500% due
August 31, 2021
|
PX1
|
60.0 bps
|
100%
|
$1,045.00
|
3.700% Notes due
2022
|
80282KAT3,
80282KAK2,
U8029KAA0
|
$1,440,000,000
|
1.500% due
September 15, 2022
|
PX1
|
80.0 bps
|
100%
|
$1,031.43
|
(1) The page on Bloomberg from which the Dealer Managers will
quote the bid-side prices of the Reference U.S. Treasury Security
specified in the table above.
(2) With respect to each series of Old Notes, represents the
percentage that will be paid in cash of the portion of the Exchange
Price (as defined below and calculated at 2:00 p.m., New York
City time, on October 1, 2019
(subject to certain exceptions set forth in the Offering
Memorandum)) that exceeds $1,000 per
$1,000 principal of such validly
tendered Old Notes.
(3) Schedule B to the Offering Memorandum sets forth the formula
for the calculation of the Hypothetical Exchange Price. The
Hypothetical Exchange Price was calculated at 2:00 p.m., New York
City time, on September 24,
2019.
Only a holder who is (1) a "qualified institutional buyer"
(as defined in Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act")); or (2) a person located
outside the United States who is
(i) not a "U.S. person" (as defined in Rule 902 under the
Securities Act), (ii) not acting for the account or benefit of a
U.S. person and (iii) a "Non-U.S. qualified offeree" (as
defined in the Offering Memorandum) is authorized to participate in
the Exchange Offers. Subject to applicable law, SHUSA may, at its
sole discretion, waive any condition applicable to the Exchange
Offers and may extend the Exchange Offers. Under certain conditions
and as more fully described in the Offering Memorandum, SHUSA may
terminate the Exchange Offers before the Exchange Offer Expiration
Time. SHUSA will terminate the Cash Offer for a given series of Old
Notes if it terminates the Exchange Offer for such series of Old
Notes.
The new notes to be issued hereunder (the "New Notes") will
mature on October 5, 2026. Interest on the New Notes will
accrue from the Payment Date at a rate equal to the sum of
(x) the bid-side yield on the Reference U.S. Treasury Security
due August 31, 2026 at the Price Determination Time (as
defined below) (based on the bid-side price indicated on the
Bloomberg Reference Page at such date and time) and (y) 1.68%
(168.0 basis points). The New Notes will be the unsecured,
unsubordinated obligations of the Company and will rank equally
with all of its other unsecured and unsubordinated debt. Neither
the New Notes nor the Old Notes are bank deposits and or insured by
the Federal Deposit Insurance Corporation or any other governmental
agency, nor are they obligations of, or guaranteed by, a bank.
Concurrently with the Exchange Offers, SHUSA also announced
today the commencement of two separate cash tender offers (each, a
"Cash Offer") for such two series of notes. The Exchange Offers are
being made pursuant to an Offering Memorandum and a Notice of
Guaranteed Delivery, each dated today, which contain detailed
information concerning the terms of the Exchange Offers. The
Exchange Offers will expire at 5:00
p.m., New York City time,
on October 1, 2019 unless extended or earlier terminated by
SHUSA (the "Exchange Offer Expiration Time").
Tenders of Old Notes pursuant to the Exchange Offers may be
validly withdrawn at any time before the earlier of (i) the
Exchange Offer Expiration Time and (ii) if the Exchange Offers
are extended, the 10th business day after commencement of the
Exchange Offers. Old Notes tendered pursuant to the Exchange Offers
may also be validly withdrawn at any time after the 60th business
day after commencement of the Exchange Offers if for any reason the
Exchange Offers have not been consummated within 60 business days
after commencement.
The "Exchange Price" for each $1,000 principal amount of the Old Notes validly
tendered and accepted for exchange pursuant to each Exchange Offer
is a combination of: (i) a principal amount of New Notes equal to
the discounted value (calculated in accordance with the formula set
forth in Schedule A to the Offering Memorandum) on the Payment Date
of the remaining payments of principal and interest (excluding
accrued interest) per $1,000
principal amount of the Old Notes through the applicable par call
date of the Old Notes, using a yield equal to the sum of the yield
(the "Reference Yield") based on the bid-side price of the
Reference U.S. Treasury Security specified on the table above, as
calculated by Dealer Managers at 2:00
p.m., New York City time,
on October 1, 2019 (subject to
certain exceptions set forth in the Offering Memorandum, such time
and date, as the same may be extended, the "Price Determination
Time") plus the Fixed Spread specified in the table above, minus
the Cash Component (as defined below); and (ii) cash with an
aggregate value equal to the applicable Exchange Price per
$1,000 principal amount of such
series of Existing Notes minus $1,000
(the "Cash Component").
Payment for any Old Notes that are validly tendered and not
validly withdrawn and accepted for purchase will be made 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 with respect to Old
Notes accepted for purchase on or about the Exchange Offer
Expiration Time. 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 Exchange
Offers will be cancelled.
SHUSA is making the Exchange Offers in order to extend the
maturity of the debt obligations associated with the Old Notes
during a time of favorable market conditions. SHUSA intends to fund
the payment of cash pursuant to the Exchange Offers from cash on
hand.
The Exchange Offers are conditioned upon the satisfaction of
certain customary conditions described in the Offering Memorandum,
including the timely satisfaction or waiver of all conditions
precedent to the completion of the corresponding Cash Offers. The
Exchange Offers are conditioned upon the issuance of an aggregate
principal amount of New Notes of not less than $400,000,000.
SHUSA has appointed Barclays Capital Inc., Citigroup Global
Markets Inc. and Santander Investment Securities Inc. to act as
dealer managers for the Exchange Offers, and has retained D.F.
King & Co., Inc. to serve as 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 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 Offering Memorandum and related Notice of
Guaranteed Delivery are available at the following web address:
www.dfking.com/santander.
Neither the Offering Memorandum, 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 Offering Memorandum 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 Exchange Offers are being made solely
by SHUSA pursuant to the Offering Memorandum and the Notice of
Guaranteed Delivery. The Exchange Offers are not being made to, nor
will SHUSA accept tenders of Old Notes from, holders in any
jurisdiction in which the Exchange 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; and
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 Exchange Offers and the Cash 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 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 Offering
Memorandum and related Notice of Guaranteed Delivery. This
announcement and the Offering Memorandum 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 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 Exchange Offers. None of SHUSA, the dealer
managers, the tender and information agent, 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
Exchange Offers.
FINANCIAL CONTACT:
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.