Banco Santander, S.A.,
("Santander" or the
"Offeror") in accordance
with the provisions of the securities market legislation,
communicates the following:
OTHER RELEVANT
INFORMATION
Further to the other relevant
information communication made on 7 January 2025 (registered under
number 32007) regarding the launch by Santander of four concurrent
and separate offers to purchase for cash (the "Offers") its outstanding
3.496% Senior Preferred Fixed Rate Notes due 2025 (ISIN:
US05964HAP01), 2.746% Senior Non Preferred Fixed Rate Notes due
2025 (ISIN: US05971KAE91), 5.147% Senior Non Preferred Fixed Rate
Notes due 2025 (ISIN: US05964HAR66) and 1.849% Senior Non Preferred
Fixed Rate Notes due 2026 (ISIN: US05964HAL96) (collectively, the
"Notes"), the Offeror now
announces the results of the Offers and that it has waived the
Maximum Purchase Consideration Condition of USD
2,000,000,000.
Capitalised terms used but not
otherwise defined in this announcement shall have the meaning given
to them in the offer to purchase dated 7 January 2025 (the "Offer to Purchase") and the related
notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and,
together with the Offer to Purchase, the "Offer Documents").
The Expiration Time for the Offers
was 5.00 p.m. (New York city time) on 14 January 2025.
According to information provided by
the Information and Tender Agent for the Offers, (i) USD
586,400,000 aggregate principal amount of the 3.496% Senior
Preferred Fixed Rate Notes due 2025, (ii) USD 917,600,000 aggregate
principal amount of the 2.746% Senior Non Preferred Fixed Rate
Notes due 2025, (iii) USD 972,000,000 aggregate principal amount of
the 5.147% Senior Non Preferred Fixed Rate Notes due 2025 and (iv)
USD 977,000,000 aggregate principal amount of the 1.849% Senior Non
Preferred Fixed Rate Notes due 2026 were validly tendered at or
prior to the Expiration Time and not validly withdrawn, which
amounts include (i) USD 1,000,000 aggregate principal amount of the
3.496% Senior Preferred Fixed Rate Notes due 2025, (ii) USD
1,200,000 aggregate principal amount of the 2.746% Senior Non
Preferred Fixed Rate Notes due 2025 and (iii) USD 200,000 in
aggregate principal amount of the 1.849% Senior Non Preferred Fixed
Rate Notes due 2026, that remain subject to the Guaranteed Delivery
Procedures described in the Offer Documents. The following table
sets forth the aggregate principal amount of Notes validly tendered
and not withdrawn in the Offers at or prior to the Expiration
Time:
Acceptance Priority Level
|
Description of the Notes
|
CUSIP/ISIN
|
Principal
Amount Outstanding
|
Consideration for $1,000 Principal Amount
|
Aggregate
Principal Amount Tendered(1)
|
Aggregate
Principal Amount Accepted(1)
|
Principal
Amount Reflected in Notices of Guaranteed Delivery
|
1
|
3.496%
Senior Preferred Fixed Rate Notes due 2025
|
05964HAP0/
US05964HAP01
|
USD
1,250,000,000
|
USD
998.20
|
USD
585,400,000
|
USD 585,400,000
|
USD 1,000,000
|
2
|
2.746%
Senior Non Preferred Fixed Rate Notes due 2025
|
05971KAE9/
US05971KAE91
|
USD
1,500,000,000
|
USD
993.61
|
USD
916,400,000
|
USD
916,400,000
|
USD 1,200,000
|
3
|
5.147%
Senior Non Preferred Fixed Rate Notes due 2025
|
05964HAR6/
US05964HAR66
|
USD
1,750,000,000
|
USD
1,003.44
|
USD
972,000,000
|
USD 972,000,000
|
-
|
4
|
1.849%
Senior Non Preferred Fixed Rate Notes due 2026
|
05964HAL9/
US05964HAL96
|
USD
1,500,000,000
|
USD
967.86
|
USD
976,800,000
|
USD 976,800,000
|
USD
200,000
|
(1)
Excluding principal amounts of Notes tendered using Guaranteed
Delivery Procedures.
In addition to the Consideration, the
Notes validly tendered and accepted for purchase and payment
pursuant to the Offers will be entitled to accrued and unpaid
interest up to, but not including, the Settlement Date (the
"Accrued
Interest").
In total, USD 3,450,600,000 aggregate principal amount of Notes have been
accepted for purchase (excluding Notes delivered using the
Guaranteed Delivery Procedures).
Notes purchased by the Offeror
pursuant to the Offers are expected to be cancelled and will no
longer remain outstanding. Notes which have not been validly
tendered and accepted for purchase pursuant to the Offers will
remain outstanding. Following the
Settlement Date, there will be an outstanding nominal amount of:
(i) USD 663,600,000 of the 3.496% Senior
Preferred Fixed Rate Notes due 2025, (ii) USD 582,400,000 of
the 2.746% Senior Non Preferred Fixed Rate Notes due
2025, (iii) USD 778,000,000 of the 5.147% Senior Non Preferred
Fixed Rate Notes due 2025, and (iv) USD 523,000,000 of the 1.849%
Senior Non Preferred Fixed Rate Notes due 2026 (assuming that the Notes described in the notices of
guaranteed delivery are duly delivered at or prior to the
Guaranteed Delivery Date and accepted for purchase).
The Offeror expects to pay the
Consideration plus Accrued Interest for all Notes validly tendered
prior to the Expiration Time and accepted for purchase, including
any Notes validly tendered at or prior to the Guaranteed Delivery
Date using the Guaranteed Delivery Procedures and accepted for
purchase, on the Settlement Date, which is expected to be on or
around 17 January 2025.
Any requests for information in
relation to the Offers should be directed to the Dealer Manager or
the Information and Tender Agent, whose contact details are listed
below.
DEALER MANAGER
|
Santander US Capital Markets
LLC 437 Madison Avenue, 10th Floor
New York, NY 10022
United States
Tel (U.S. Toll Free): +1 (855) 404-3636
Tel (U.S. collect): +1 (212) 350-0660
Attn: Liability Management Team
Email: AmericasLM@santander.us
|
INFORMATION AND TENDER
AGENT
D.F. King & Co.,
Inc.
In New
York:
48 Wall Street, 22nd Floor
New York,
New York 10005
Toll-Free: +1 (877) 783-5524
Banks and
Brokers Only: +1 (212) 269-5550
Attention: Michael Horthman
In London:
51 Lime
Street
London,
EC3M 7DQ
United
Kingdom
Email:
SAN@dfking.com
Website:
https://clients.dfkingltd.com/santander
|
Boadilla
del Monte (Madrid), 15 January 2025
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
DISCLAIMER
This announcement must be read in
conjunction with the Offer to Purchase. This announcement and the
Offer to Purchase contain important information which should be
read carefully before any decision is made with respect to the
Offers. If any holder of the Notes is in any doubt as to the
contents of this announcement, the Offer to Purchase or the action
it should take, it is recommended to seek its own financial, legal,
regulatory and tax advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal
adviser.
The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement and/or the Offer to Purchase comes are required by
each of the Offeror, the Dealer Manager and the Information and
Tender Agent to inform themselves about, and to observe, any such
restrictions.