Santander Reveals Pricing Terms for Offers to Buy Back Certain Outstanding Debt Securities

Santander Announces Pricing Terms of Debt Repurchase Offers

Banco Santander, S.A. (“Santander”) has today disclosed the pricing details for its previously announced offers to repurchase certain of its outstanding debt securities. These repurchase offers (the “Offers”) relate to the 3.496% Senior Preferred Fixed Rate Notes due 2025, 2.746% Senior Non-Preferred Fixed Rate Notes due 2025,

5.147% Senior Non-Preferred Fixed Rate Notes due 2025, and the 1.849% Senior Non-Preferred Fixed Rate Notes due 2026. Collectively, these securities are referred to as the “Notes”. Santander’s offers to repurchase are being made in accordance with the terms and conditions set forth in the Offer to Purchase document dated January 7, 2025 (the “Offer to Purchase”) and the accompanying Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).

Details of the Debt Repurchase Offers

In its official announcement, Santander has provided the specific pricing terms for each series of Notes validly tendered and accepted for purchase under the Offers. The repurchase offers began on January 7, 2025, and will expire on January 14, 2025, at 5:00 p.m. New York City time (the “Expiration Time”). If necessary, Santander may extend or terminate the Offers at its discretion. Furthermore, an expected Guaranteed Delivery Date is set for January 16, 2025, at 5:00 p.m. New York City time (the “Guaranteed Delivery Date”).

Each of the repurchase offers is independent of the others, meaning that Santander retains the right to terminate or modify any individual offer without affecting the others. As part of the Offers, the Notes that are validly tendered and accepted will be eligible for accrued and unpaid interest up to the settlement date, which is expected to occur around January 17, 2025.

Breakdown of the Notes and Consideration for Purchase

The table below outlines the details of each series of Notes included in the Offers, including the principal amounts outstanding, maturity dates, reference U.S. Treasury securities, Bloomberg reference pages, reference yields, fixed spreads, and the corresponding consideration for each $1,000 principal amount of Notes:

Acceptance Priority LevelDescription of NotesCUSIP/ISINPrincipal Amount OutstandingMaturity DateReference U.S. Treasury SecurityBloomberg Reference PageReference YieldFixed Spread (Basis Points)Consideration for $1,000 Principal Amount
13.496% Senior Preferred Fixed Rate Notes due 202505964HAP0 / US05964HAP01$1,250,000,000March 24, 20253.875% due March 31, 2025FIT34.323%10$998.20
22.746% Senior Non-Preferred Fixed Rate Notes due 202505971KAE9 / US05971KAE91$1,500,000,000May 28, 20254.250% due May 31, 2025FIT34.365%15$993.61
35.147% Senior Non-Preferred Fixed Rate Notes due 202505964HAR6 / US05964HAR66$1,750,000,000August 18, 20253.125% due August 15, 2025FIT34.339%20$1,003.44
41.849% Senior Non-Preferred Fixed Rate Notes due 202605964HAL9 / US05964HAL96$1,500,000,000March 25, 20264.500% due March 31, 2026FIT44.357%30$967.86

Conditions of the Offers

The Offers are subject to the satisfaction of certain conditions outlined in the Offer to Purchase document. Santander has the discretion to waive any or all of these conditions, as permitted by applicable law. This flexibility allows Santander to adjust the Offers as necessary based on prevailing market conditions or other relevant factors.

Additional Terms and Instructions

In addition to the Consideration listed above, the Notes that are validly tendered and accepted for purchase in the Offers will also be entitled to receive accrued and unpaid interest up to the settlement date. The settlement date is expected to occur on or around January 17, 2025, depending on the completion of all relevant procedures.

Santander US Capital Markets LLC is acting as the Dealer Manager for the Offers, and D.F. King & Co., Inc. is serving as the Information and Tender Agent. Investors and bondholders who wish to participate in the Offers or who require additional details about the Offers can obtain further information from the Dealer Manager and the Information and Tender Agent. The contact information for these entities is as follows:

Santander US Capital Markets LLC
437 Madison Avenue, 10th Floor
New York, NY 10022
Phone: +1 (877) 783-5524
Email: [email protected]

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Phone (U.S. Toll-Free): +1 (855) 404-3636
Email: [email protected]
Website: https://clients.dfkingltd.com/santander

About Banco Santander

Banco Santander, established in 1857 and headquartered in Spain, is a globally prominent commercial bank. It ranks among the largest banks worldwide by market capitalization. The bank operates five primary business segments: Retail & Commercial Banking, Digital Consumer Bank, Corporate & Investment Banking (CIB), Wealth Management & Insurance, and Payments (PagoNxt and Cards).

This diversified structure enables Santander to leverage both its global scale and local leadership to offer a broad range of financial services to individuals, small and medium-sized enterprises (SMEs), large corporations, financial institutions, and governments.

Santander’s mission is to be the best open financial services platform, providing personalized, simple, and fair solutions for its customers. With a commitment to sustainability, the bank aims to raise €220 billion in green financing by 2030, contributing to a greener and more responsible global economy.

As of the third quarter of 2024, Banco Santander has €1.3 trillion in total funds, serves 171 million customers, operates over 8,100 branches globally, and employs approximately 208,000 people.

The full details of the Offers and the related documentation are available from the Dealer Manager and the Information and Tender Agent. Investors are encouraged to review the Offer to Purchase and the Notice of Guaranteed Delivery for further information on how to participate in these offers.

Read more: Santander Reveals Pricing Terms for Offers to Buy Back Certain Outstanding Debt Securities

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