Subject to Completion
Preliminary Prospectus Supplement dated March 17, 2022
PRELIMINARY PROSPECTUS SUPPLEMENT
(to prospectus dated
May 14, 2020)
$
Banco Santander, S.A.
$ % Senior Preferred Fixed Rate Notes due 20
$ % Senior Non Preferred
Fixed-to-Fixed Rate Notes due 20
We are offering $ principal amount of
% Senior Preferred Fixed Rate Notes due 20 (the Senior Preferred Notes) and
$ principal amount of % Senior Non Preferred Fixed-to-Fixed Rate Notes due 20 (the Senior Non Preferred Notes and, together with the Senior Preferred Notes, the Notes).
We will pay interest on the Senior Preferred Notes semi-annually in arrears each
September and March , beginning on
September , 2022 at a fixed rate of % per annum from (and
including) the issue date to (but excluding) March , 20 (the SP Maturity Date). Unless we redeem the Senior Preferred Notes earlier, the Senior Preferred Notes will mature on the SP Maturity
Date.
We will pay interest on the Senior Non Preferred Notes semi-annually in arrears each
September and March , beginning on
September , 2022 at (i) a fixed rate of % per annum
from (and including) the issue date to (but excluding) September , 20 (the SNP Reset Date) and (ii) a fixed rate equal to the applicable U.S. Treasury Rate as of the SNP Reset Determination Date (as defined
herein), plus % per annum, from (and including) the SNP Reset Date to (but excluding) March , 20 (the SNP Maturity Date, and each of the SP Maturity Date and the SNP
Maturity Date, a Maturity Date). Unless we redeem the Senior Non Preferred Notes earlier, the Senior Non Preferred Notes will mature on the SNP Maturity Date.
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 Senior Preferred Notes on account of principal
constitute direct, unconditional, unsubordinated and unsecured obligations (créditos ordinarios) of Banco Santander and, upon the insolvency of Banco Santander (but subject to any other ranking that may apply as a result of any
mandatory provision of law (or otherwise)), such payment obligations in respect of principal rank (i) pari passu among themselves and with any Senior Higher Priority Liabilities (as defined herein) and (ii) senior to (x) any Senior
Non Preferred Liabilities (as defined herein) and (y) any present and future subordinated obligations (créditos subordinados) of Banco Santander in accordance with Article 281 of the restated text of the Spanish Insolvency Law
(Ley Concursal) approved by the Royal Decree-Legislative 1/2020, of 5 May, as amended from time to time of the Spanish Insolvency Law (the Spanish Insolvency Law).
The payment obligations of Banco Santander under the Senior Non Preferred Notes on account of principal constitute direct, unconditional,
unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of Banco Santander and, in accordance with Additional Provision 14.2 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, such payment obligations in respect of principal rank (i) pari passu among themselves and with any Senior Non Preferred Liabilities,
(ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency of Banco Santander, the claims in respect of the principal under the Notes will be met after payment in full of the Senior Higher Priority Liabilities)
and (iii) senior to any present and future subordinated obligations (créditos subordinados) of Banco Santander in accordance with Article 281 of the Spanish Insolvency Law.
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 herein) 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 Senior Preferred Notes, in whole but not in part, at 100% of their principal amount plus accrued and unpaid interest (if any)
at any time upon the occurrence of certain tax events. We may redeem the Senior Non Preferred Notes, in whole but not in part, at 100% of their principal amount plus accrued and unpaid interest (if any) (i) on the SNP Reset Date, (ii) at
any time upon the occurrence of certain tax events or (iii) at any time upon the occurrence of certain regulatory events. We may not redeem the Notes under other circumstances, and there are no put rights with respect to the Notes.
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-14 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, 2021, which is 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 clients (as defined in Directive 2014/65/EU of the European Parliament and of the Council on Markets in Financial Instruments (MiFID II) and Regulation (EU) No 2017/565 as it forms part of the domestic law by virtue of the
European Union (Withdrawal) Act of 2018 (EUWA)) in the European Economic Area or in the United Kingdom. Prospective investors are referred to the section headed Important Information on page S-iv of this prospectus supplement.
Neither the U.S. 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 Senior Preferred Note |
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% |
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% |
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% |
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Total Senior Preferred Notes |
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$ |
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$ |
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$ |
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Per Senior Non Preferred Note |
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% |
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% |
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% |
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Total Senior Non Preferred Notes |
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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 prices set forth above do not include accrued interest, if any. Interest on the
Notes will accrue from the expected date of issuance, which is March , 2022. 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 March , 2022, 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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BNP
PARIBAS |
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BofA
Securities |
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Citigroup |
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Deutsche Bank Securities |
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J.P. Morgan |
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Morgan Stanley |
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Santander |
Prospectus Supplement dated March , 2022