BOSTON, June 29, 2018 /PRNewswire/ -- Santander
Holdings USA, Inc. ("SHUSA") today
announced the pricing of the previously announced cash tender offer
(the "Offer") for any and all of its outstanding 2.700% Senior
Notes Due 2019 (the "Notes") listed in the table below.
Security
|
CUSIP
|
Outstanding
Principal
Amount
|
Reference U.S.
Treasury Security
|
Reference U.S.
Treasury Security Yield
|
Bloomberg
Reference Page(1)
|
Fixed
Spread
|
Purchase
Price(2)
|
2.700% Senior Notes
Due
May 24, 2019
|
80282KAH9
|
$663,239,000
|
0.875% Due April 15,
2019
|
2.305%
|
PX3
|
+35 bps
|
$1,000.36
|
(1) The page on Bloomberg from which Santander Investment
Securities Inc. quoted the bid-side prices of the Reference U.S.
Treasury Security specified in the table above.
(2) Per $1,000 principal amount of
Notes, plus accrued and unpaid distributions from the last payment
date to, but not including, the Payment Date (as defined below) for
the Notes purchased pursuant to the Offer. Purchase Price
calculated on the basis of pricing for the Reference U.S. Treasury
Security as of 11:00 a.m.,
New York City time, on
June 29, 2018 and a Payment Date (as
defined below) on July 2,
2018.
The Offer is being made pursuant to an Offer to Purchase and a
Notice of Guaranteed Delivery, each dated June 25, 2018, which contain detailed information
concerning the terms of the Offer.
The "Purchase Price" listed in the table above for each
$1,000 principal amount of Notes
validly tendered and accepted for purchase pursuant to the Offer
was determined in the manner described in the Offer to Purchase by
reference to a fixed spread specified for the Notes (the "Fixed
Spread") specified in the table above plus the yield based on the
bid-side price of the Reference U.S. Treasury Security specified in
the table above at 11:00 a.m.,
New York City time, on
June 29, 2018.
Payment for any Notes that are validly tendered and not validly
withdrawn and accepted for purchase will be made promptly following
the Expiration Time (such date, the "Payment Date"). We expect the
Payment Date to occur on July 2,
2018, with respect to Notes accepted for purchase on or
about the Expiration Time. We expect the payment for Notes
delivered under the guaranteed delivery procedures to occur on
July 5, 2018. Notes purchased
pursuant to the Offer will be cancelled.
Santander Investment Securities Inc. is acting as sole dealer
manager for the Offer, and D.F. King & Co., Inc. is serving 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 Santander
Investment Securities Inc. at +1 855-404-3636 or collect at +1
212-940-1442.
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 is being made solely by
SHUSA pursuant to the Offer to Purchase and the Notice of
Guaranteed Delivery. The Offer is 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.S., Europe and Latin
America. As the intermediate holding company for Santander's
U.S. businesses, SHUSA includes six financial companies, with
approximately 17,000 employees, 5.2 million customers and assets of
over $129.2 billion as of
March 31, 2018. 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 this 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 sole
dealer manager, 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:
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.