Santander Holdings USA, Inc. (NYSE:SOV-C) Files An 8-K Other Events
Item8.01
| Other Events |
On March27, 2017 (the Issue Date), Santander Holdings USA,
Inc. (SHUSA) completed its previously announced private
placement of $1,000,000,000 aggregate principal amount of 3.700%
senior unsecured notes due 2022 (the Notes). The Notes
were issued to the Senior Debt Indenture, dated as of April19,
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 March1, 2017 (the Eighth Supplemental
Indenture) and as supplemented by the Ninth Supplemental
Indenture, dated as of March27, 2017 (the Ninth Supplemental
Indenture), in each case between SHUSA and the Trustee. The
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 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.
SHUSA intends to use the net proceeds from the sale of the Notes
for general corporate purposes.
The Notes are SHUSAs senior unsecured debt obligations and will
rank equally with all SHUSAs existing unsecured and
unsubordinated obligations. Under the terms of the Ninth
Supplemental Indenture, the Notes will mature on March28, 2022
and will accrue interest at a rate equal to 3.700% per annum on
the principal amount from the issue date, with such interest
payable semi-annually in arrears on March28 and September28 each
year, beginning on September28, 2022.
The Indenture contains customary covenants (including covenants
limiting SHUSAs ability to create certain liens, enter into
certain transactions, and consolidate or merge with, or convey,
transfer or lease all or substantially all 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 Ninth Supplemental Indenture are
qualified in its entirety by reference to the full text of the
Base Indenture, the Eighth Supplemental Indenture and the Ninth
Supplemental Indenture, respectively, which are filed as Exhibits
4.1, 4.2 and 4.3 hereto and incorporated by reference herein.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits.
|
Exhibit No. |
Exhibit Description |
|
| 4.1 |
Senior Debt Indenture, dated as of April19, 2011, by and between Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to Santander Holdings USA, Inc.s Current Report on Form 8-K filed on April19, 2011). |
|
| 4.2 |
Eighth Supplemental Indenture, dated as of March1, 2017, by and between Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to Santander Holdings USA, Inc.s Current Report on Form 8-K filed on March1, 2017). |
|
| 4.3 |
Ninth Supplemental Indenture, dated as of March27, 2017, Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee. |
Santander Holdings USA, Inc. (NYSE:SOV-C) Recent Trading Information
Santander Holdings USA, Inc. (NYSE:SOV-C) closed its last trading session down -0.17 at 26.00 with 0 shares trading hands.
