Santander UK offers to purchase four series of subordinated notes

By Cady Vishniac

Detroit, Nov. 12 – Santander UK plc and parent Santander UK Group Holdings plc have started capped tender offers on four series of subordinated notes, according to a 6-K filing with the Securities and Exchange Commission.

Santander UK has offered to purchase $314,265,000 of its outstanding $897.9 million 5% fixed-rate subordinated notes due Nov. 15, 2023 (ISINs: XS0989359756, US80283LAA17) and $130,313,000 of its outstanding $260,626,000 7.95% term subordinated securities due Oct. 26, 2029 (ISIN: US002920AC09).

The 2023 notes will be redeemed at a price based on the 0.25% U.S. Treasury due Nov. 15, 2023 plus 110 basis points.

The 2029 notes will be redeemed at a price based on the 0.875% U.S. Treasury due Nov. 15, 2030 plus 225 bps.

Santander UK Group Holdings has offered to purchase $300 million of its outstanding $1 billion 4.75% dated subordinated notes due Oct. 31, 2025 (ISINs: XS1291333760, US80281LAA35) and $100 million of its outstanding $500 million 5.625% dated subordinated notes due Aug. 15, 2045 (ISINs: XS1291352711, US80281LAB18).

The 2025 notes will be priced based on the 0.25% U.S. Treasury due Oct. 31, 2025 plus 155 bps.

And, the 2045 notes will be redeemed at a price based on the 1.375% U.S. Treasury due Aug. 15, 2050 plus 170 bps.

Pricing will be determined at 10 a.m. ET on Dec. 1.

The total considerations will include a $30 early tender premium for notes tendered by 5 p.m. ET on Nov. 30 plus interest up to but not including the relevant settlement date. The early tender deadline on Nov. 30 is also the withdrawal deadline.

The final deadline to participate in the offers is 11:59 p.m. ET on Dec. 14.

Tendered notes in excess of the stated limit for each series of notes may be subject to proration. Should an amount of notes equal to or above the limit for any series be tendered by the early tender deadline, Santander may greatly reduce the number of notes in that series it will accept before the final deadline or cease to accept notes in that series altogether.

The early settlement date of Dec. 2 and the final settlement date is Dec. 16.

J.P. Morgan Securities LLC (212 834-4045, 866 834-4666, +44 207 134 2468; liability_management_EMEA@jpmorgan.com) and Santander Investment Securities Inc. (212 940-1442, 855 404-3636) will act as dealer managers.

Lucid Issuer Services Ltd. (+44 20 7704 0880, santander@lucid-is.com, http://www.lucid-is.com/santanderus) is the information and tender agent.

Santander UK is a London-based financial services company.

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