SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2007
Santander BanCorp
(Exact name of registrant as specified in its charter)
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| Puerto Rico | | 001-15849 | | 66-0573723 |
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(State or other
jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 207 Ponce de León Avenue, San Juan, Puerto Rico | | 00917 |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: (787) 777-4100 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.136-4(c)) |
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| Item 2.03 | | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On September 21, 2007, Santander BanCorp (the “Company”) and Santander Financial Services, Inc., a wholly owned subsidiary of the Company (“Santander Financial”), entered into a fully-collateralized Bridge Facility Agreement (the “Facility”) with Banco Santander Puerto Rico (the “Bank”). The proceeds of the Facility were used to refinance the outstanding indebtedness incurred under the previously announced bridge facility agreement among the Company, Santander Financial and National Australia Bank Limited, and for general corporate purposes. Under the Facility, the Company and Santander Financial had available $235 million and $445 million, respectively, all of which was drawn on September 21, 2007. The Facility is fully-collateralized by a certificate of deposit in the amount of $680 million opened by Banco Santander, S.A., the parent of the Company, and provided as security for the Facility pursuant to the terms of a Security Agreement, Pledge and Assignment between the Bank and Banco Santander, S.A. The Company and Santander Financial have agreed to pay a fee of 0.10%, on an annualized basis, to Banco Santander, S.A. in connection with its agreement to collateralize the loan with the deposit.
The amounts drawn under the Facility (the “Loan”) bear interest at an annual rate equal to the applicable LIBOR rate plus 0.10% per annum. Interest under the Loan is payable at maturity. The Company and Santander Financial did not pay any facility fee or commission to the Bank in connection with the Loan. The entire principal balance of the Loan is due and payable on October 3, 2007. The Company is currently in negotiations with an unaffiliated lender to refinance the Loan on or before its stated maturity.
Upon the occurrence and during the continuance of an Event of Default (as defined in the Facility) under the Facility, the Bank shall have the right to declare the outstanding balance of the Loan, together with accrued interest and any other amount owing to the Bank, due and payable on demand or immediately due for payment. In addition, the Company and Santander Financial will be required to pay interest on any overdue amounts at a default rate that is equal to the then applicable interest rate payable on the Loan plus 2% per annum.
The Company’s and Santander Financial’s obligations to pay interest and principal under the Facility are several and not joint. However, the Company and Santander Financial are jointly and severally responsible for all other amounts payable under the Facility.
The foregoing description is qualified in its entirety by reference to the Facility, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference to this Item 2.03.
Item 9.01 Exhibits
| | (d) | | Exhibits |
| |
| | 10.1 | | Bridge Facility Agreement among Santander BanCorp, Santander Financial Services, Inc. and Banco Santander Puerto Rico. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 26, 2007
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| | | SANTANDER BANCORP | | |
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| | | By:
Name: | | /s/ María Calero María Calero | | |
| | | Title: | | Executive Vice President and Chief Accounting Officer | | |
