Santander Holdings USA, Inc. (NYSE:SOV-C) Files An 8-K Other Events

Santander Holdings USA, Inc. (NYSE:SOV-C) Files An 8-K Other Events
Item 8.01

On October 2, 2019, Santander Holdings USA, Inc. (“SHUSA”) announced the expiration and expiration date results of its previously announced cash tender offers to purchase (collectively, the “cash offers”) any and all of its outstanding 4.450% Senior Notes due 2021 and 3.700% Senior Notes due 2022 (collectively, the “Old Notes”) and its previously announced offers to exchange (collectively, the “exchange offers,” and together with the cash offers, the “offers”) Old Notes for newly issued 3.244% Senior Notes Due 2026 (the “New Notes”).

On October 4, 2019 (the “Issue Date”), SHUSA consummated the offers. In connection with the exchange offers, SHUSA issued $948,853,000 aggregate principal amount of New Notes to the Senior Debt Indenture, dated as of April 19, 2011 (the “Base Indenture”), by and between SHUSA and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended by the Eighth Supplemental Indenture, dated as of March 1, 2017 (the “Eighth Supplemental Indenture”) and as supplemented by the Twenty-Third Supplemental Indenture, dated as of October 4, 2019 (the “Twenty-Third Supplemental Indenture” and, together with the Base Indenture and the Eight Supplemental Indenture, the “Indenture”), in each case between SHUSA and the Trustee. The New Notes were offered and sold only to qualified institutional buyers in the United States to Rule 144A and outside the United States to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

The New Notes are SHUSA’s senior unsecured debt obligations and will rank equally with all of SHUSA’s existing unsecured and unsubordinated obligations. Under the terms of the Twenty-Third Supplemental Indenture, the New Notes will mature on October 5, 2026 and will accrue interest at a rate equal to 3.244% per annum on the principal amount from the Issue Date, with such interest payable semi-annually in arrears on April 5 and October 5 each year, beginning on April 5, 2020.

The Indenture contains customary covenants (including covenants limiting SHUSA’s ability to create certain liens, enter into certain transactions, and consolidate or merge with, or convey, transfer or lease all or substantially all of its assets to, another person) and events of default (subject in certain cases to customary exceptions, as well as grace and cure periods).

The foregoing descriptions of the Base Indenture, the Eighth Supplemental Indenture and the Twenty-Third Supplemental Indenture are qualified in their entirety by reference to the full text of the Base Indenture, the Eighth Supplemental Indenture and the Twenty-Third Supplemental Indenture, respectively, which are filed as Exhibits 4.1, 4.2 and 4.3 hereto and incorporated by reference herein.     

Furnished as Exhibits 99.1 and 99.2, and incorporated herein by reference, are copies of the press release announcing the expiration and expiration date results of the offers and the press release announcing the consummation of the offers, respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.2    Press Release dated October 4, 2019

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Santander Holdings USA, Inc. Exhibit
EX-4.3 2 d815255dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 EXECUTION VERSION SANTANDER HOLDINGS USA,…
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