BOSTON, March 22, 2017 /PRNewswire/ -- Santander
Bank, N.A. (the "Bank"), a wholly-owned subsidiary of Santander
Holdings USA, Inc. ("SHUSA"),
today announced the commencement of cash tender offers (each, an
"Offer") for any and all of its outstanding (i) 2.00% Senior Notes
due 2018 and (ii) Senior Floating Rate Notes due 2018
(collectively, the "Notes"), at the purchase prices indicated
below:
Security
|
CUSIP
|
Outstanding
Principal
Amount
|
Purchase
Price
(per
$1,000)(1)
|
2.00% Senior Notes
Due 2018
|
80280JDB4
|
$750,000,000
|
$1,005
|
Senior Floating Rate
Notes Due 2018
|
80280JDC2
|
$250,000,000
|
$1,005
|
(1) Plus accrued and unpaid distributions from the last payment
date to, but not including, the Payment Date (as defined below) for
the applicable series of securities purchased pursuant to the
Offer.
The Offers are being made pursuant to an Offer to Purchase and a
Notice of Guaranteed Delivery, each dated today, which contains
detailed information concerning the terms of the Offers. The
Offers will expire at 5:00 p.m.,
New York City time, on
March 28, 2017 unless extended or
earlier terminated by the Bank (the "Expiration Date").
Tenders of Notes pursuant to the Offers may be validly withdrawn
at any time before the earlier of (i) the Expiration Date and (ii)
if the applicable Offer is extended, the 10th business day after
commencement of the applicable Offer. Notes tendered pursuant
to the Offers may also be validly withdrawn at any time after the
60th business day after commencement of the applicable Offer if for
any reason the applicable Offer has not been consummated within 60
business days after commencement.
Payment for any Notes that are validly tendered and not validly
withdrawn and accepted for purchase will be made promptly following
the Expiration Date (such date, the "Payment Date"). We expect the
Payment Date to occur on March 29,
2017, with respect to Notes accepted for purchase on or
about the Expiration Date. We expect the payment for Notes
delivered under the guaranteed delivery procedures to occur on
March 31, 2017. Notes purchased
pursuant to the Offers will be cancelled.
The Bank is making the Offers in order to retire all or a
portion of the Notes prior to their maturity. The Bank will
fund purchases of Notes pursuant to the Offers from cash on
hand.
The Offers are conditioned upon the satisfaction of certain
customary conditions described in the Offer to Purchase. The
Offers are not conditioned upon the tender of any minimum principal
amount of Notes. Subject to applicable law, the Bank may, at
its sole discretion, waive any condition applicable to the Offers
and may extend the Offers. Under certain conditions and as
more fully described in the Offer to Purchase, the Bank may
terminate the Offers before the Expiration Date.
The Bank has appointed J.P. Morgan Securities LLC and Santander
Investment Securities Inc. to act as dealer managers for the
Offers, and has retained D.F. King
& Co., Inc. to serve 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 +1 800-820-2416.
Questions regarding the Offers may be directed to J.P. Morgan
Securities LLC at +1 866-834-4666 or collect at +1 212-834-3424 or
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 Offers are being made solely by
the Bank pursuant to the Offer to Purchase and the Notice of
Guaranteed Delivery. The Offers are not being made to, nor
will the Bank accept tenders of Notes from, holders in any
jurisdiction in which the Offers or the acceptance thereof would
not be in compliance with the securities or blue sky laws of such
jurisdiction.
Santander Bank, N.A. is
one of the country's top retail and commercial banks by deposits
and a wholly owned subsidiary of Banco Santander, S.A. - one of the
most respected banking groups in the world. With its corporate
offices in Boston, Santander Bank's more than 675 branches and
nearly 2,100 ATMs are principally located in Massachusetts, New
Hampshire, Connecticut,
Rhode Island, New York, New
Jersey, Pennsylvania and
Delaware. The Bank's 9,400
employees are committed to helping our 2.1 million customers make
progress toward their financial goals with the support of our call
centers, interactive online banking platform and easy-to-use mobile
app. Madrid-based Banco Santander
(NYSE: SAN) serves more than 125 million customers in the U.K.,
Europe, Latin America and the U.S. Through its local
affiliates, including Santander
Bank, Banco Santander is the largest corporate contributor
to higher education in the world, investing over $165 million annually in colleges and
universities across more than 20 countries, including the U.S. For
more information on Santander Bank,
please visit www.santanderbank.com.
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, the Bank's
statements regarding the Offers. 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 the Bank to
predict all risks and uncertainties that could have an impact on
the forward-looking statements contained in 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 the Bank
or any other person that the Bank's expectations, objectives or
plans will be achieved in the timeframe anticipated or at
all. Investors are cautioned not to place undue reliance on
the Bank's forward-looking statements, and the Bank 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
Offers. 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 Offers. None of the Bank, SHUSA, the
dealer managers, the 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
Offers.
FINANCIAL CONTACTS:
Juan Carlos
Alvarez
617.757.3520
jalvare1@santander.us
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 Bank, N.A.