Santander Launches Competitive Cash Buyback of Debt Securities

Santander Announces Concurrent Offers for Debt Securities

Banco Santander, S.A. has recently unveiled an exciting opportunity for investors with the launch of four distinct cash offers to purchase its outstanding debt securities. This strategic move involves 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 1.849% Senior Non-Preferred Fixed Rate Notes due 2026. Forged upon favorable terms outlined in the comprehensive offer to purchase, these offers stand to benefit investors whilst enhancing the bank's capital structure.

Details of the Offers

The initiation date for these offers is set for January 7, 2025, with a defined expiration time at 5:00 p.m. New York City time on January 14, 2025, barring any extensions or terminations by Santander. Each of these offers operates independently, allowing the bank flexibility in managing its debt portfolio. The anticipated guaranteed delivery date is expected at 5:00 p.m. on January 16, 2025, providing investors with assurance.

Consideration Calculation

The consideration for each bond series will be determined on the price determination date on January 14, 2025. This calculation adheres to recognized market standards, as detailed in the offer to purchase documentation, ensuring transparency for investors. The process incorporates the yield on the relevant U.S. Treasury security alongside the fixed spread identified in each offer.

Maximizing the Purchase Consideration

Banco Santander is poised to purchase notes totaling an aggregate principal amount, ensuring that the maximum consideration does not exceed $2,000,000,000. This threshold plays a crucial role in the execution of the offers, determining which notes among the various series will be accepted based on their respective priority levels. Therefore, potential investors must recognize the structured priority levels that dictate the order in which notes are accepted for purchase.

Santander’s Right to Modify Terms

In a responsive approach to market dynamics, Santander reserves the right to adjust the maximum purchase consideration thresholds as required. This flexibility might allow the bank to enhance its acquisition strategy, ensuring optimal management of its financial obligations while striving to meet investor interests.

Engaging the Dealer Manager and Agents

Santander US Capital Markets LLC acts as the dealer manager for this significant initiative, partnering with D.F. King & Co., Inc. as the Information and Tender Agent. Their roles are pivotal in cultivating investor relations and guiding prospective participants through the details of the Offers. Clarity and ease-of-access are central to the information dissemination, supporting a smooth process for bondholders considering participation.

About Banco Santander

Founded in 1857 and presently headquartered in Spain, Banco Santander is a leading global commercial bank recognized for its significant market capitalization. The institution’s diverse operations extend globally, incorporating five primary business divisions: Retail & Commercial Banking, Digital Consumer Bank, Corporate & Investment Banking (CIB), Wealth Management & Insurance, and Payments. This comprehensive operational model enables Santander to effectively cater to a broad client base, from individual customers to large corporate entities.

Frequently Asked Questions

What securities is Santander offering to buy back?

Santander is offering to buy back various debt securities, including Senior Preferred and Senior Non-Preferred Fixed Rate Notes with maturities ranging from 2025 to 2026.

When do the offers commence and expire?

The offers commence on January 7, 2025, and will expire at 5:00 p.m. New York City time on January 14, 2025.

What is the maximum purchase consideration for these offers?

The maximum total for the purchase consideration is set at $2,000,000,000, which helps ensure the bank's financial strategy remains sound.

How will the consideration for each series be calculated?

The consideration for accepted tenders will be based on standard market practices, factoring in the yield of the reference U.S. Treasury security plus a fixed spread for each series.

Who can I contact for more information about the offers?

Investors can reach out to Santander US Capital Markets LLC or D.F. King & Co., Inc. for inquiries and further assistance regarding the offers.

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