Santander offers to purchase up to $255 million notes due 2021, 2022

By Taylor Fox

New York, Nov. 30 – Santander Holdings USA, Inc. commenced a cash tender offer for up to $255 million of its 4.45% senior notes due 2021 (Cusip: 80282KAU0) and 3.7% senior notes due 2022 (Cusip: 80282KAT3), according to an 8-K filing with the Securities and Exchange Commission.

The $847,881,000 outstanding 3.7% notes will be given a higher acceptance priority level than the $605,990,000 outstanding 4.45% notes.

The 3.7% notes will be purchase for a total consideration of $1,036.50 per $1,000 of notes, including a $30 early participation amount, and the 4.45% notes will be purchased for a total consideration of $1,036 per $1,000 of notes, including a $30 early participation amount.

Holders of notes tendered prior to the 5 p.m. ET on Dec. 11 early participation date will receive the early total consideration, plus interest.

Santander will accept for payment all notes validly tendered and not validly withdrawn pursuant to the offer at or prior to the expiration date, subject to the maximum amount and based on the acceptance priority levels, subject to proration, provided that notes tendered at or prior to the early participation date will be accepted for purchase in priority to notes tendered after the early participation date, but at or prior to the expiration date, regardless of the priority of the series of such later tendered notes.

If, on the early payment date, notes are purchased in the offer representing an aggregate principal amount that is equal to the maximum amount for the offer, no additional notes will be purchased in the offer, and there will be no final settlement date for the offer.

The offer will expire at 11:59 p.m. ET on Dec. 28.

Santander Investment Securities Inc. (855 404-3636) is the dealer manager.

D.F. King & Co. (212 269-5550, 800 814-2879; santander@dfking.com) is the tender agent and information agent.

Boston-based Santander Holdings USA is a wholly owned subsidiary of Madrid-based Banco Santander, SA.

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