RATINGS:
Standard & Poor´ s: "A"
Moody´ s: "A1"
$26,000,000
Puerto Rico Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing Authority (AFICA)
Revenue Bonds, Series C
(AFICA - SANTANDER Loan Program)
The bonds are being issued to fund loans to be made under a loan program established by Banco Santander Puerto Rico for small and medium size AFICA qualified projects.
The bonds have the following characteristics:
BANCO SANTANDER PUERTO RICO
Under most circumstances, interest on the bonds will be exempt from Puerto Rico and United States taxes to residents of Puerto Rico. See "Tax Matters" beginning on page 21 of this official statement.
Neither Banco Santander Puerto Rico nor AFICA intend to apply for listing of the bonds on a securities exchange. There is no assurance that a secondary public market for the bonds will develop.
Investing in the bonds involves risks. See "Bondholders´ Risks" beginning on page 11 of this official statement.
The bonds do not constitute savings accounts or deposits of Banco Santander Puerto Rico and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The bonds rank equally with all other senior unsecured indebtedness of Banco Santander Puerto Rico, except deposit liabilities and other obligations that are subject to a preference over the bonds.
$26,000,000 6.80% Term Bonds -- Price 99.75 %
(plus accrued interest)
Santander Securities
Doral Securities Prudential Securities
August 10, 2000
No dealer, broker, sales representative or other person has been authorized by the Authority, Banco Santander Puerto Rico or the Underwriters to give any information or to make any representations other than those contained herein and, if given or made, any such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of the Bonds, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein with respect to the Authority and the Depository Trust Company ("DTC") has been obtained from the Authority and DTC, respectively, and all other information contained herein has been obtained from Banco Santander Puerto Rico and other sources that are believed to be reliable, but the Underwriters do not guarantee the accuracy or completeness of the information, and the information is not to be construed as a representation by the Underwriters or, except for the information concerning the Authority, as a representation by the Authority. The information and expressions of opinion set forth herein are subject to change without notice. Under no circumstances shall the delivery of this Official Statement or any sale made after its delivery create any implication that the affairs of Banco Santander Puerto Rico or the Authority have remained unchanged after the date of this Official Statement.
The order and placement of material in this Official Statement is not to be deemed a determination of relevance, materiality or importance. Investors must read the entire Official Statement and the information incorporated by reference herein to obtain information essential to the making of an informed investment decision.
In connection with the offering of the Bonds, the Underwriters may over-allot or effect transactions that stabilize or maintain the market prices of the Bonds at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time.
SUMMARY
The following Summary is qualified in its entirety by the more detailed information appearing elsewhere in this Official Statement. No person is authorized to detach this Summary from this Official Statement or otherwise to use it without the entire Official Statement.
The Authority
The Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (the "Authority"), a body corporate and politic constituting a public corporation and governmental instrumentality of the Commonwealth of Puerto Rico ("Puerto Rico" or the "Commonwealth") created pursuant to Act No. 121 of June 27, 1977, as amended (the "Act").
Banco Santander Puerto Rico
Banco Santander Puerto Rico is the second largest financial institution in Puerto Rico. As of March 31, 2000, Banco Santander Puerto Rico had total assets of approximately $7.9 billion and stockholders´ equity of $559 million. Banco Santander Puerto Rico is a wholly owned subsidiary of Santander BanCorp, a bank holding company certified as a financial holding company. For more detailed information on Banco Santander Puerto Rico, please refer to the 1999 Annual Report (as defined herein) and the March 31, 2000 Quarterly Report (as defined herein), both of which are incorporated by reference into this Official Statement and copies of which may be obtained from one of the nationally recognized municipal securities information repositories listed underContinuing Disclosure Agreementor by calling or writing to Banco Santander Puerto Rico, P.O. Box 362589, San Juan, Puerto Rico 00936, Attention: Investor Relations Department or by calling (787) 250-2590.
The Program
The net proceeds from the sale of the Bonds will be used by Banco Santander Puerto Rico to provide small and medium size loans (the "Qualified Loans") under a loan program (the "Program") established by Banco Santander Puerto Rico. The Qualified Loans will be made to borrowers (the "Users") to finance all or a portion of the costs incurred by such Users for projects which comply with the requirements and other criteria established under the Program Guide (as defined herein), qualify for financing under the Act and satisfy the loan underwriting criteria of Banco Santander Puerto Rico (collectively, the "Qualified Projects"). In June of 1998 and November of 1999, the Authority issued $50,000,000 aggregate principal amount of Series A Bonds and $25,000,000 aggregate principal amount of Series B Bonds, respectively (as defined herein). The net proceeds from the sale of the Series A and Series B Bonds have been used or committed by Banco Santander Puerto Rico to fund approximately 30 Qualified Loans under the Program.
Use of Proceeds
The proceeds from the sale of the Bonds will be loaned by the Authority to Banco Santander Puerto Rico pursuant to a loan agreement dated as of the date of delivery of the Bonds (the "Loan Agreement") between Banco Santander Puerto Rico and the Authority and will be used by Banco Santander Puerto Rico to (i) fund Qualified Loans under the Program and (ii) pay a portion of the costs incurred in connection with the issuance of the Bonds.
The Bonds
General
The Bonds will be issued pursuant to a trust agreement dated the date of delivery of the Bonds (the "Trust Agreement") between the Authority and State Street Bank and Trust Company, N.A., trustee (the "Trustee"). The Bonds will be issued in the aggregate principal amount of $26,000,000. The Bonds will be dated their date of issuance and will be issued in registered form, without coupons, in denominations of $5,000 and any integral multiple thereof.
The principal of the Bonds will be payable on December 1, 2020, subject to earlier redemption or acceleration. Certain payments of principal made under the Qualified Loans will be applied to the redemption of the Bonds. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve thirty-day months. Interest on the Bonds will accrue from their date of issuance and will be paid on the first day of each month, commencing on September 1, 2000, or, if such day is not a Business Day, on the next Business Day thereafter (each such a date an "Interest Payment Date"). A "Business Day" is any day of the year other than Saturday, Sunday or other day on which commercial banks in San Juan, Puerto Rico or the City of New York, New York are not open for business to the general public.
Book-Entry Only System
The Bonds will be registered under the DTC Book-Entry Only System, initially in the name of Cede & Co., as DTC´ s nominee. This means that you will not receive a certificate for any bonds you purchase.
Redemption
The Bonds will not be subject to redemption prior to August 1, 2003, except upon the occurrence of an Event of Taxability (as defined herein). Any redemption of the Bonds shall be made on an Interest Payment Date.
Mandatory Redemption Without Premium.The Bonds will be subject to mandatory redemption at a price equal to the principal amount thereof plus accrued and unpaid interest to the redemption date, without premium: (i) in part, on the Interest Payment Date next succeeding August 1, 2003, or such later Interest Payment Date as may be approved by the Authority, to the extent of any net proceeds of the Bonds that are not used by Banco Santander Puerto Rico to fund Qualified Loans by August 1, 2003; (ii) in whole or in part, on any Interest Payment Date occurring on or after August 1, 2003, to the extent of any Principal Distribution Amount and any Extraordinary Prepayment (each as defined herein) deposited with the Trustee under the Trust Agreement; and (iii) in whole, upon the occurrence of an Event of Taxability.
Mandatory Redemption With Premium. The Bonds will be subject to mandatory redemption, in whole or in part, on any Interest Payment Date occurring on or after August 1, 2003, to the extent of any Optional Full Prepayment (as defined herein) which is not used by Banco Santander Puerto Rico to originate Qualified Loans within 90 days after receipt of such Optional Full Prepayment, at the redemption prices set forth below (expressed as a percentage of the outstanding principal amount of such Bonds), plus accrued and unpaid interest to the redemption date:
Redemption PeriodRedemption Price
(All dates inclusive)
August 1, 2003 to July 31, 2011 100½%
August 1, 2011 and thereafter 100¼
Optional Redemption.The Bonds are subject to redemption at the option of Banco Santander Puerto Rico, in whole or in part, on any Interest Payment Date occurring on or after August 1, 2005, at the redemption prices set forth below (expressed as a percentage of the outstanding principal amount of such Bonds), plus accrued and unpaid interest to the redemption date:
Redemption PeriodRedemption Price
(All dates inclusive)
August 1, 2005 to July 31, 2006 102%
August 1, 2006 to July 31, 2007 101
August 1, 2007 and thereafter 100
Sources of Payment and Security for the Bonds
The Bonds are limited obligations of the Authority payable solely from revenues derived pursuant to the Loan Agreement and, to the extent provided in the Trust Agreement, moneys and securities in the funds and accounts under the Trust Agreement and certain investment income thereon.
The Bonds shall not constitute an indebtedness of the Commonwealth or of any of its political subdivisions or instrumentalities, other than the Authority, and neither the Commonwealth nor any such political subdivision or instrumentality, other than the Authority, shall be liable thereon.
The Bonds do not constitute savings accounts or deposits of Banco Santander Puerto Rico and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Banco Santander Puerto Rico will agree in the Loan Agreement to deposit with the Trustee in a bond fund created under the Trust Agreement (the "Bond Fund") amounts sufficient to pay, together with the moneys then on deposit therein, the principal of and premium, if any, and interest on the Bonds when due. Such deposit must be made on the day immediately preceding the date on which the corresponding amounts of principal of and premium, if any, and interest on the Bonds are due and payable. Pursuant to the Trust Agreement, the Authority will assign its interest in the Loan Agreement (except for certain reserved rights) to the Trustee as security for the Bonds.The obligations of Banco Santander Puerto Rico under the Loan Agreement rank equally with all other senior unsecured indebtedness of Banco Santander Puerto Rico, except deposit liabilities and other obligations that are subject to any priorities or preferences.Banco Santander Puerto Rico has the obligation to make the payments required by the Loan Agreement and the Trust Agreement notwithstanding the failure of any User to make the payments required under its respective Qualified Loan. The Bonds or the obligations of Banco Santander Puerto Rico under the Loan Agreement are not secured by any liens on the assets of Banco Santander Puerto Rico or by any collateral provided by the Users under the Qualified Loans.
Bondholders´ Risks
The Bonds are subject to certain risks, including some that could affect the ability of Banco Santander Puerto Rico to meet its obligations to pay the principal of and premium, if any, and interest on, the Bonds. Prospective Bondholders are instructed to and should review the section entitledBondholders´ Risks for a discussion of certain risks associated with an investment in the Bonds.
Redemption Considerations
The effective yield to the beneficial owners of the Bonds and the average life of the Bonds will depend on certain circumstances which may result in the early redemption of Bonds. No representations or guarantees are made as to the future rate of principal payments (including prepayments) on the Qualified Loans which may result in the redemption of Bonds prior to their maturity.
Tax Matters
In the opinion of Pietrantoni Méndez & Alvarez LLP, Bond Counsel, under existing law (i) the Bonds and the interest thereon are exempt from Commonwealth income taxes and municipal property and license taxes, (ii) under certain circumstances, the Bonds are exempt from Commonwealth gift and estate taxes, (iii) the interest on the Bonds is not subject to income tax under the United States Internal Revenue Code of 1986, as amended (the "Code"), when received by (a) individuals who arebona fide residents of the Commonwealth during the entire taxable year in which such interest is received and (b) under certain circumstances, foreign corporations, including Commonwealth corporations, and (iv) the interest on the Bonds is not excludable from the gross income of the recipients thereof under Section 103(a) of the Code.
Ratings
The Bonds are rated "A" by Standard & Poor´ s Ratings Services, a division of The McGraw- Hill Companies, Inc. ("S&P") and "A1" by Moody´ s Investors Service ("Moody´ s"). There is no assurance that such ratings will remain in effect for any given period or that such ratings will not be revised downward or withdrawn entirely by such organizations if, in their sole judgment, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market prices of the Bonds.
The ratings given to the Bonds reflects only the views of the above rating organizations. An explanation of the significance of such ratings may be obtained only from S&P at 55 Water Street, New York, New York 10041, telephone number (212) 208-8000 and from Moody´ s at 99 Church Street, New York, New York 10007, telephone number (212) 553-0470. The ratings do not constitute a recommendation to buy, sell or hold the Bonds.
Trustee
The Trustee is State Street Bank and Trust Company, N.A. The principal corporate trust office of the Trustee is located at 61 Broadway, New York, New York.
Continuing Disclosure
Banco Santander Puerto Rico will enter into an undertaking for the benefit of the Holders of the Bonds to file certain financial and operating information on an annual basis (and Banco Santander Puerto Rico will provide notice of certain events) with certain nationally recognized municipal securities information repositories and with any Commonwealth information depository pursuant to Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
Available Information
The Underwriters will provide without charge during the offering period for the Bonds, to each person to whom copies of this Official Statement are delivered, a copy of the Trust Agreement and the Loan Agreement on the written or oral request of such person. Requests for such information should be directed to the Underwriters at their principal offices. After the date of issuance of the Bonds, execution copies of these documents will be available at the offices of the Trustee.
OFFICIAL STATEMENT
$26,000,000
Puerto Rico Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing Authority
Revenue Bonds, Series C
(AFICA - SANTANDER Loan Program)
INTRODUCTION
This Official Statement is provided to furnish information in connection with the offering and sale by the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (the "Authority") of its $26,000,000 Revenue Bonds, Series C (AFICA - SANTANDER Loan Program) (the "Bonds"), to be issued pursuant to a Trust Agreement (the "Trust Agreement") to be dated as of the date of delivery of the Bonds between the Authority and State Street Bank and Trust Company, N.A., as trustee (the "Trustee"). The Bonds will be dated, mature, bear interest and be subject to redemption prior to maturity as more fully described on the cover page and herein.
This Official Statement includes the cover page, Appendix I and the following documents, both of which have been filed by Banco Santander Puerto Rico with each nationally recognized municipal securities information repository ("NRMSIR") and are incorporated herein by reference:
1. Banco Santander Puerto Rico´ s 1999 Annual Report to Shareholders (the "1999 Annual Report") which includes, among other things, the following: (i) Annual Report on Form 10-K of Banco Santander Puerto Rico for the fiscal year ended December 31, 1999 as filed by Banco Santander Puerto Rico with the Federal Deposit Insurance Corporation; and (ii) the consolidated financial statements of Banco Santander Puerto Rico for the years ended December 31, 1999 and 1998, together with the independent auditors´ report thereon, dated January 7 , 2000 (except with respect to the matter discussed in note 25 as to which the date is February 22, 2000), of Arthur Andersen LLP, San Juan, Puerto Rico, independent certified public accountants;
2. Banco Santander Puerto Rico´ s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed by Banco Santander Puerto Rico with the Federal Deposit Insurance Corporation (the "March 31, 2000 Quarterly Report").
Any document containing comparable or supplemental information as that included in the 1999 Annual Report or the March 31, 2000 Quarterly Report filed by Banco Santander Puerto Rico with each NRMSIR after the date hereof and prior to the termination of any offering of the Bonds shall be deemed to be incorporated by reference into this Official Statement and to be part of this Official Statement from the date of filing of such document. Any statement contained herein or in any of the above described documents incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Official Statement to the extent that a statement contained herein or in any other subsequently filed document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Official Statement.
Banco Santander Puerto Rico will provide without charge to any person to whom this Official Statement is delivered, on the written or oral request of such person, a copy of the 1999 Annual Report or the March 31, 2000 Quarterly Report. Requests for such documents should be directed to Banco Santander Puerto Rico, P.O. Box 362589, San Juan, Puerto Rico 00936, Attention: Investor Relations Department, or by calling (787) 250-2590.
A copy of the 1999 Annual Report or the March 31, 2000 Quarterly Report may be obtained by contacting a NRMSIR. The address of each NRMSIR is set forth inContinuing Disclosure Agreement below.
The Bonds are being issued by the Authority (i) to fund small and medium size loans (the "Qualified Loans") under a loan program established by Banco Santander Puerto Rico (the "Program") and (ii) pay certain expenses incurred in connection with the issuance and sale of the Bonds. Pursuant to a loan agreement to be dated as of the date of delivery of the Bonds (the "Loan Agreement") between the Authority and Banco Santander Puerto Rico, the Authority will loan the proceeds from the sale of the Bonds to Banco Santander Puerto Rico. Under the Loan Agreement, Banco Santander
Puerto Rico will agree to provide Qualified Loans to borrowers (the "Users") to finance all or a portion of the costs incurred by such Users for projects which comply with the requirements and other criteria established under the Program Guide (as defined herein), qualify for financing under the Act and satisfy the loan underwriting criteria of Banco Santander Puerto Rico (collectively, the "Qualified Projects"). Payments to be made by Banco Santander Puerto Rico under the Loan Agreement are to be sufficient, together with other available funds, to pay the principal of and premium, if any, and interest on the Bonds, and will be assigned by the Authority to the Trustee for such purpose. The obligations of Banco Santander Puerto Rico under the Loan Agreement are payable solely from the revenues of Banco Santander Puerto Rico and from any other moneys legally available therefor. The obligations of Banco Santander Puerto Rico under the Loan Agreement rankpari passu with all other senior unsecured indebtedness of Banco Santander Puerto Rico, except deposit liabilities and other obligations that are subject to any priorities or preferences.
The Bonds shall not constitute an indebtedness of the Commonwealth or of any of its political subdivisions or instrumentalities, other than the Authority, and neither the Commonwealth nor any such political subdivision or instrumentality, other than the Authority, shall be liable thereon. The Bonds are payable solely from the revenues and other funds provided therefor in the Trust Agreement and the Loan Agreement. The Bonds do not constitute savings accounts or deposits of Banco Santander Puerto Rico and are not insured by the Federal Deposit Insurance Corporation ("FDIC") or any other governmental agency.
The descriptions and summaries under the captionsThe Program, The Trust Agreement andThe Loan Agreement do not purport to be complete and are subject to and qualified by reference to the provisions of the applicable complete documents, copies of which are available at the corporate trust office of the Trustee and, during the offering period of the Bonds, from the Underwriters. The agreements of the Authority with the Bondholders are fully set forth in the Trust Agreement and neither any advertisement of the Bonds nor this Official Statement is to be construed as constituting an agreement with the purchasers of the Bonds or the Bondholders. So far as any statements are made in this Official Statement involving matters of opinion, whether or not expressly so stated, they are intended as such and not as representations of fact. Copies of the documents mentioned in this paragraph are on file at the offices of the Authority and the Trustee.
THE AUTHORITY AND GOVERNING BOARD
The Authority
The Authority is a body corporate and politic constituting a public corporation and governmental instrumentality of Puerto Rico. The Legislature of Puerto Rico determined that the development and expansion of commerce, industry, and health and educational services within Puerto Rico is essential to the economic growth of Puerto Rico and to attain full employment and preserve the health, welfare, safety and prosperity of all its citizens. The Legislature also determined that new methods of financing capital investments were required to promote industry in Puerto Rico and to provide modern and efficient medical facilities for the citizens of Puerto Rico. Accordingly, the Authority was created under Act No. 121 of the Legislature of Puerto Rico, approved June 27, 1977, as amended (the "Act"), for the purpose of promoting the economic development, health, welfare and safety of the citizens of Puerto Rico. The Authority is authorized to borrow money through the issuance of revenue bonds and to loan the proceeds thereof to finance the acquisition, development, construction and equipping of industrial, tourist, educational, medical and environmental pollution control and solid waste disposal facilities. The Authority has no taxing power. The Authority´ s offices are located at Minillas Government Center, De Diego Avenue, Stop 22, San Juan, Puerto Rico 00940. The Authority´ s telephone number is (787) 782-4060.
Governing Board
The Act provides that the governing board (the "Governing Board") of the Authority shall consist of seven members. The President of Government Development Bank for Puerto Rico (the "GDB"), the Executive Director of Puerto Rico Industrial Development Company, the Executive Director of Puerto Rico Aqueduct and Sewer Authority, the President of the Puerto Rico Environmental Quality Board and the Executive Director of the Puerto Rico Tourism Company are eachex officio members of the Governing Board. The remaining two members of the Governing Board are appointed by the Governor of Puerto Rico for terms of four years. As of the date of this Official Statement, the position of Executive Director of the Aqueduct and Sewer Authority is vacant. The following individuals are the current members of the Governing Board:
Name | Position | Term | Occupation |
Lourdes M. Rovira-Rizek | Chairman | Indefinite | President, Government Development Bank for Puerto Rico |
Xavier Romeu | Member | Indefinite | Executive Director, Puerto Rico Industrial Development Company |
Héctor Russé-Martínez | Member | Indefinite | President, Puerto Rico Environmental Quality Board |
José Corujo | Member | Indefinite | Executive Director, Puerto Rico Tourism Company |
James Thordsen | Member | June 27, 2002 | President, James Thordsen, Inc. |
José Salas-Soler | Member | October 22, 2001 | Attorney-at-Law |
The Act provides that the affirmative vote of four members is sufficient for any action taken by the Governing Board.
The following individuals are currently officers of the Authority:
Carlos Colón De Armas, Executive Director of the Authority, is also Executive Vice President of GDB. Mr. Colón de Armas was appointed to these positions in February of 1999. Mr. Colón De Armas received a Ph.D. in finance from Purdue University in 1992. Prior to his appointment, he was Deputy Executive Director of the Puerto Rico Highway and Transportation Authority.
Velmarie Berlingeri, Assistant Executive Director of the Authority, is also a Vice President of GDB. Ms. Berlingeri has been associated with GDB since 1993. She received a Bachelor of Science in Business Administration degree from the University of Puerto Rico in 1982. Prior to her appointment, she worked in the investments area of a major private sector corporation in Puerto Rico.
Delfina Betancourt Capó, Secretary and General Counsel of the Authority, is also Senior Vice President and General Counsel of GDB. Ms. Betancourt has been associated with GDB since 1984. She received a law degree from Cornell University in 1982.
Outstanding Revenue Bonds and Notes of the Authority
As of June 30, 1999, the Authority had revenue bonds and notes issued and outstanding in the principal of approximately $2.5 billion.
All such bond and note issues have been authorized and issued pursuant to trust agreements or resolutions separate from and unrelated to the Trust Agreement relating to the Bonds and are payable from sources other than the payments under the Loan Agreement.
Under the Act, the Authority may issue additional bonds and notes from time to time to finance industrial, tourist, educational, medical or pollution control facilities. However, any such bonds and notes would be authorized and issued pursuant to other trust agreements or resolutions separate from and unrelated to the Trust Agreement relating to the Bonds and would be payable from sources other than the payments under the Loan Agreement.
GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO
As required by Act No. 272 of the Legislature of Puerto Rico, approved May 15, 1945, as amended, GDB has acted as a financial advisor to the Authority in connection with the issuance and sale of the Bonds.
GDB is a public corporation with varied governmental financial functions. Its principal functions are to act as financial advisor to and fiscal agent for Puerto Rico, its municipalities and its public corporations in connection with the issuance of bonds and notes, to make advances to public corporations and to make loans to private enterprises that will aid in the economic development of Puerto Rico. The Underwriters have been selected by GDB to act from time to time as Underwriters of its obligations and the obligations of Puerto Rico, its instrumentalities and public corporations. The Underwriters or its affiliates also participate in other financial transactions with GDB.
FORWARD-LOOKING STATEMENTS
This official statement, including information incorporated in this official statement by reference, contains certain "forward-looking statements"concerning Banco Santander Puerto Rico´ s operations, performance and financial condition, including its future economic performance, plans and objectives and the likelihood of success in developing and expanding its business. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of Banco Santander Puerto Rico. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements.
BANCO SANTANDER PUERTO RICO
Banco Santander Puerto Rico is Puerto Rico´ s second largest financial institution with total assets of approximately $7.9 billion and total deposits of $3.8 billion and stockholders´ equity of $559 million at March 31, 2000. Banco Santander Puerto Rico is a Puerto Rico chartered commercial bank subject to regulation by the FDIC and the Puerto Rico Commissioner of Financial Institutions. It provides a wide range of financial products and services to a diverse customer base that includes small and medium-size businesses, large corporations and individuals. Banco Santander Puerto Rico operates one of Puerto Rico´ s most extensive branch networks, with 75 branches strategically distributed across Puerto Rico, as well as a 120-unit island-wide ATM network. In addition, Banco Santander Puerto Rico provides mortgage banking services through its wholly-owned subsidiary, Santander Mortgage Corporation ("Santander Mortgage"), which has five offices in Puerto Rico.
Banco Santander Puerto Rico is a wholly-owned subsidiary of Santander BanCorp, a bank holding company certified as a financial holding company under the Bank Holding Company of 1956, as amended. Banco Santander Central Hispano, S.A. ("BSCH") currently owns 80.5% of Santander BanCorp, directly and through its subsidiaries. BSCH had total assets of U.S. $256.7 billion at March 31, 2000. BSCH is a financial group operating principally in Spain, other European countries and Latin America, and offering a wide range of financial products. BSCH, along with its consolidated subsidiaries was, at December 31, 1999, the second largest banking group in the Euro Zone in terms of market capitalization and the eighth largest banking group in terms of total assets.
The principal offices of Banco Santander Puerto Rico are located at 207 Ponce de León Avenue, San Juan, Puerto Rico and the main telephone number is (787) 759-7070. Banco Santander Puerto Rico´ s Internet web site is http://www.santandernet.com.
Banco Santander Puerto Rico organizes its operations in three principal lines of business: commercial banking, consumer banking and mortgage banking. Commercial banking is composed principally of branch-based commercial banking (including middle-market banking and certain specialized departments), corporate banking and construction lending. Consumer banking includes personal loans, credit cards and certain other fee-based services. Mortgage banking, which is primarily conducted through Santander Mortgage, involves the origination and servicing of residential mortgage loans. Banco Santander Puerto Rico also offers comprehensive Internet and telephone banking services.
For more detailed information on Banco Santander Puerto Rico, please refer to the 1999 Annual Report and the March 31, 2000 Quarterly Report, both of which are incorporated by reference into this Official Statement and copies of which may be obtained from one of the nationally recognized municipal securities information repositories listed underContinuing Disclosure Agreement or by calling or writing to Banco Santander Puerto Rico, P.O. Box 362589, San Juan, Puerto Rico 00936, (787)759-7070.
Where You Can Find More Information
Banco Santander Puerto Rico and Santander BanCorp are subject to the information reporting requirements of the Securities Exchange Act of 1934 (the "1934 Act") and, in accordance therewith, file annual, quarterly and current reports, proxy statements and other information with the FDIC and the Securities Exchange Commission (the "Commission"), respectively. Such reports, proxy statements and other information filed by Banco Santander Puerto Rico and Santander BanCorp can be inspected and copied at the public reference facilities maintained by the FDIC at the Federal Deposit Insurance Corporation, 550 17th Street N.W., Washington, D.C. 20429 and by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, respectively. Also, said documents may be obtained by writing the FDIC´ s Registration, Disclosure and Securities Operations Unit at 550 17th Street N.W., Rm. F-6043, Washington, D.C. 20429 or by calling (202) 898-8913 or by fax at (202) 898-3909 and by writing to the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Series A Preferred Stock of Banco Santander Puerto Rico and the Common Stock of Santander BanCorp are listed on the New York Stock Exchange. Reports, proxy statements and other information concerning Banco Santander Puerto Rico and Santander BanCorp can be inspected and copied at the office of the New York Stock Exchange ("NYSE") at 20 Broad Street, New York, New York 10005.
Selected Financial Data
The following table shows certain selected consolidated financial and operating data of Banco Santander Puerto Rico on a historical basis as of and for the three-month period ended March 31, 1999 and 2000, and for each of the five years in the period ended December 31, 1999. This information should be read together with Banco Santander Puerto Rico´ s financial statements and the related notes, which are incorporated by reference herein. Financial information for the periods ended March 31, 1999 and 2000 is derived from unaudited financial statements, which, in the opinion of management, include all adjustments necessary for a fair presentation of the results of those periods. These adjustments consist only of normal recurring accruals. Results for the three-month period ended March 31, 2000 are not necessarily indicative of results for the full year.
As of and for the Three
As of and for the Year Ended December 31, Months Ended March 31,
| 1995 | 1996 | 1997 | 1998 | 1999 | 1999 | 2000 |
(Dollars in thousands) | |||||||
Selected Income Statement Data: | |||||||
Net interest income | $156,993 | $183,742 | $211,187 | $231,746 | $253,675 | $63,227 | $63,538 |
Non-interest income | 35,392 | 35,272 | 48,597 | 53,443 | 45,331 | 10,041 | 9,978 |
Operating expenses | 130,021 | 154,025 | 164,132 | 166,447 | 171,801 | 42,963 | 43,423 |
Net income | 40,007 | 45,333 | 67,658 | 70,312 | 80,469 | 19,409 | 19,455 |
Selected BalanceSheet Data (period end balances): | |||||||
Total assets | $4,284,959 | $5,270,701 | $6,003,860 | $7,161,061 | $8,038,350 | $7,183,061 | $7,926,523 |
Earnings assets | 3,999,656 | 4,861,887 | 5,584,165 | 6,929,288 | 7,796,678 | 6,917,706 | 7,668,482 |
Net loans | 2,419,028 | 3,594,062 | 3,572,802 | 3,772,869 | 4,452,846 | 3,853,332 | 4,500,030 |
Allowance for loan losses | 37,917 | 61,266 | 53,426 | 53,457 | 56,200 | 56,952 | 53,110 |
Deposits | 3,228,929 | 3,903,304 | 3,529,342 | 3,722,401 | 4,061,252 | 3,585,016 | 3,753,082 |
Borrowings | 602,015 | 834,090 | 1,846,449 | 2,797,742 | 3,307,251 | 2,925,291 | 3,507,857 |
Common equity | 383,927 | 450,692 | 516,575 | 449,499 | 481,366 | 458,826 | 494,243 |
Preferred equity | ___ | ___ | ___ | 65,250 | 65,250 | 65,250 | 65,250 |
Total equity | 383,927 | 450,692 | 516,575 | 514,749 | 546,616 | 524,076 | 559,493 |
Recent Developments
As of June 30, 2000 Banco Santander Puerto Rico had total assets of approximately $7.8 billion, total deposits of $4.2 billion and stockholders´ equity of $573 million. Net income for the second quarter of 2000 amounted to $19.7 million or $0.44 per share, as compared with $19.7 million or $0.44 per share reported for the same period in 1999. For the first six months of 2000, net income amounted to $39.1 million or $0.87 per share as compared with $39.1 million or $0.87 per share reported for the same period in 1999.
On May 1, 2000 Santander BanCorp became the bank holding company of Banco Santander Puerto Rico (the "Reorganization"). Pursuant to the Reorganization, the common stockholders of Banco Santander Puerto Rico obtained one share of common stock of Santander BanCorp in exchange for each issued and outstanding share common stock of Banco Santander Puerto Rico. Santander BanCorp currently holds 100% of the issued and outstanding common stock of Banco Santander Puerto Rico.
As a result of the Reorganization, the common stock of Banco Santander Puerto Rico is no longer listed on the NYSE but Santander BanCorp´ s common stock is listed on the NYSE under the symbol "SBP." The Series A Preferred Stock of Banco Santander Puerto Rico was unaffected by the Reorganization and continues to be listed on the NYSE under the symbol "SBP, PrA".
On June 15, 2000 Banco Santander Puerto Rico finalized the sale of its New York branch located in midtown Manhattan to Commercebank, N.A. a national bank with its principal offices located in Coral Gables, Florida.
On June 22, 2000 the Federal Reserve Bank of New York acting under authority delegated by the Board of Governors of the Federal Reserve System declared effective Santander BanCorp´ s election to become a financial holding company under the Bank Holding Company Act of 1956, as amended. Said election allows Santander BanCorp and its non banking subsidiaries to engage in activities that are financial in nature or incidental to a financial activity as provided under the Gramm-Leach-Bliley Act, also known as the Financial Services Modernization Act of 1999.
THE PROGRAM
Banco Santander Puerto Rico will use the net proceeds from the sale of the Bonds to provide Qualified Loans under the AFICA-Santander Loan Program (the "Program"). The Program was established in June 1998 in order to fund Qualified Loans to be made by Banco Santander Puerto Rico to Users for the purpose of paying all or a portion of the costs incurred by the Users related to Qualified Projects.
The terms and conditions for the origination and administration of the Qualified Loans are contained in a program guide (the "Program Guide") adopted by Banco Santander Puerto Rico and the Authority. The Program Guide may be amended by the Authority and Banco Santander Puerto Rico from time to time as provided in the Trust Agreement.
The terms of the Qualified Loans will be negotiated between Banco Santander Puerto Rico and each User in accordance with the guidelines set forth in the Program Guide. The Qualified Loans will bear an annual fixed interest rate and may have terms of up to 20 years. The Qualified Loans are expected to have different amortization schedules, which may include balloon payments. Banco Santander Puerto Rico anticipates that, upon completion of the related Qualified Project, most Qualified Loans will pay principal and interest on a monthly basis. The Qualified Loans will be in amounts ranging from $200,000 to $8,000,000, except that Banco Santander Puerto Rico may originate one loan of up to $10,000,000 per series of AFICA bonds. A User and its affiliates may obtain more than one Qualified Loan under the Program provided that no User and its affiliates may, in the aggregate, have more than $10,000,000 in Qualified Loans.
Optional Full Prepayments will be subject to a prepayment penalty imposed by Banco Santander Puerto Rico. Upon the Optional Full Prepayment of a Qualified Loan, Banco Santander Puerto Rico will have the option to use the amount prepaid to fund new Qualified Loans, provided that no Qualified Loan will have a final maturity beyond the life of the Bonds.
The Qualified Loans will be subject to acceleration and prepayment upon certain events of default, including but not limited to the following events: (i) failure by the User to pay principal or interest when due, (ii) the User contests the validity or enforceability of its obligations under a Qualified Loan, (iii) certain events of bankruptcy or insolvency involving the User, (iv) failure by the User to perform or observe any covenant, condition or agreement on its part contained in its loan contract, (v) any representation or warranty made by a User shall prove to have been incorrect in any material respect, (vi) failure by the User to operate a Qualified Project in accordance with the Act or the Program Guide, and (vii) failure of a Project to qualify as a Qualified Project under the Act or the Program Guide.
In June of 1998, the Authority issued $50,000,000 aggregate principal amount of revenue bonds (the "Series A Bonds") the proceeds of which were loaned to Banco Santander Puerto Rico and used by Banco Santander Puerto Rico to fund Qualified Loans . Approximately 99% of the proceeds from the sale of the Series A Bonds available to fund Qualified Loans have been disbursed or committed. Twenty-two Qualified Loans have closed and the principal amounts of such loans have ranged from $200,000 to $7,200,000, with the average being $2,181,864. The original term of these loans ranged from 5 years to 20 years, with an average original term of 11.91 years. The interest rate of these loans ranged from 7.5% to 9.25%.
On November 1999, the Authority issued $25,000,000 aggregate principal amount of revenue bonds (the "Series B Bonds") the proceeds of which were loaned to Banco Santander Puerto Rico and used by Banco Santander Puerto Rico to fund Qualified Loans. Approximately 97% of the proceeds from the sale of the Series B Bonds available to fund Qualified Loans have been disbursed or committed. Five Qualified Loans have closed and three Qualified Loans have been approved and are expected to close within a few months. The principal amounts of such loans have ranged from $550,000 to $6,000,000, with the average being $2,950,788. The average original term of these loans is 11.88 years. The interest rates of these loans ranged from 7.75% to 9.00%.
SOURCES AND USES
Set forth below are the estimated sources and uses of Bond proceeds, excluding accrued interest:
Sources |
|
Principal Amount of the Bonds Original Issue (Discount)/Premium | $26,000,000 (65,000) |
Banco Santander Puerto Rico Cash Contribution | 72,000 |
Total Sources | $26,007,000 |
Uses |
|
Deposit to Program Fund(1) | $25,285,000 |
Underwriters´ Discount, Trustee Fee, Legal and Printing Fees and Expenses, and other Direct Costs of Issuance of the Bonds Total Uses | 722,000 852,000 $26,007,000 |
(1) Net of all expenses incurred in connection with the issuance and sale of the Bonds.
THE BONDS
General
The Bonds will be dated their date of issuance and will bear interest at such rate and will mature (subject to the rights of redemption described below) as set forth on the cover page of this Official Statement. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds will accrue from their date of issuance and will be paid on the first day of each month (or, if such first day is not a Business Day, on the next Business Day) commencing on September 1, 2000 until maturity or prior redemption. A "Business Day" is any day of the year other than a Saturday, Sunday, or other day in which commercial banks in San Juan, Puerto Rico or the City of New York, New York are not open for business to the general public.
The Bonds will be issued as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof. The Bonds will be registered under the DTC Book-Entry Only System described below. The principal or redemption price of and interest on the Bonds will be payable as described below under "Book-Entry Only System."
Book-Entry Only System
The following information concerning DTC and DTC´ s book-entry system has been obtained from DTC, and the Authority, Banco Santander Puerto Rico, or the Underwriter do not take any responsibility for the accuracy thereof.
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully registered bonds in the name of Cede & Co., DTC´ s partnership nominee. One fully registered Bond will be issued for each maturity of the Bonds in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds securities that its participants (the "Direct Participants") deposit with DTC. DTC also facilitates the settlement of securities transactions among Direct Participants, such as transfers and pledges, in deposited securities through electronic book-entry changes in accounts of the Direct Participants, thereby eliminating the need for physical movement of securities. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of the Direct Participants and by the NewYork Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear transactions through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants;" and together with the Direct Participants, the "Participants"). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.
Purchases of Bonds under the DTC system must be made by or through Direct Participants which will receive a credit for the Bonds on DTC´ s records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants´ records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the DTC system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC´ s partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds. DTC´ s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the Bonds of any maturity are being redeemed, DTC´ s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC mails an "Omnibus Proxy" to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.´ s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal of and redemption premium, if any, and interest payments on the Bonds will be made to DTC. DTC´ s practice is to credit Direct Participants´ accounts on each Payment Date in accordance with their respective holdings shown on DTC´ s records unless DTC has reason to believe that it will not receive payment on such date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, Banco Santander Puerto Rico or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Trustee, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.
Each person for which a Participant acquires an interest in the Bonds, as nominee, may desire to make arrangements with such Participant to receive a credit balance in the records of such Participant, and may desire to make arrangements with such Participant to have all notices of redemption or other communications to DTC, which may affect such persons, forwarded in writing by such Participant and to have notification made of all interest payments.
DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee. In such event, the Authority will try to find a substitute securities depository and, if unsuccessful, definitive Bonds will be printed and delivered. In addition, the Authority, in its sole discretion and without the consent of any other person, may terminate the services of DTC as securities depository with respect to the Bonds if the Authority determines that Beneficial Owners of such Bonds shall be able to obtain definitive Bonds. In such event, definitive Bonds will be printed and delivered as provided in the Trust Agreement and registered in accordance with the instructions of the Beneficial Owners.
So long as Cede & Co., as nominee of DTC (or any other nominee of DTC), is the registered owner of the Bonds, all references herein to the Bondholders or registered owners of the Bonds (other than under the heading "Tax Matters") shall mean Cede & Co., or such other nominee, in the capacity of nominee for DTC, and shall not mean the Beneficial Owners of the Bonds.
When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the Authority or the Trustee to DTC only.
For every registration of transfer or exchange of the Book-Entry Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.
The Authority, the Trustee and Banco Santander Puerto Rico shall have no responsibility or obligation to any Participant or any Beneficial Owner with respect to (1) the accuracy of any records maintained by DTC or any Direct Participant or Indirect Participant, as described above; (2) the payment or timeliness of payment by DTC or any Direct Participant or Indirect Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption price of or interest on the Bonds; (3) the delivery or timeliness of delivery by DTC or any Direct Participant or Indirect Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Trust Agreement to be given to Bondholders; (4) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (5) any consent given or other action taken by DTC as Bondholder.
In the event that the book-entry only system is discontinued and the Beneficial Owners become registered owners of the Bonds, the following provisions will apply: The principal of the Bonds and premium, if any, thereon when due will be payable upon presentation of the Bonds at the corporate trust office of the Trustee in New York, New York, and interest on the Bonds will be paid by check mailed to the persons who were the registered owners as of the 15th day of the month immediately preceding the related Payment Date, as provided in the Trust Agreement. Bonds may be exchanged for an equal aggregate principal amount of Bonds in other authorized denominations and of the same maturity and interest rate, upon surrender thereof at the Trustee´ s corporate trust office in New York, New York. The transfer of any Bond may be registered only upon surrender thereof to the Trustee along with a duly executed assignment in form satisfactory to the Trustee. Upon any such registration of transfer, a new Bond or Bonds of authorized denominations in an equal aggregate principal amount, of the same maturity, bearing interest at the same rate and registered in the name of the transferee will be executed by the Authority and authenticated by the Trustee. No charge may be made to the Bondholders for any exchange or registration of transfer of the Bonds, but any Bondholder requesting any such exchange shall pay any tax, fee or other governmental charge required to be paid with respect to such exchange or registration of transfer. The Trustee will not be required to exchange or to register the transfer of any Bond during the period of 15 days preceding the date of giving of notice of redemption or after any Bond or portion thereof has been selected for redemption.
According to DTC, the foregoing information with respect to DTC has been provided to its Participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty, or contract modification of any kind.
Redemption
The Bonds will not be subject to mandatory or optional redemption prior to August 1, 2003, except upon the occurrence of an Event of Taxability. Any redemption of the Bonds shall be made on an Interest Payment Date.
Mandatory Redemption Without Premium
The Bonds will be subject to mandatory redemption at a price equal to the principal amount thereof plus accrued and unpaid interest up to the redemption date, without premium: (i) in part, on the Interest Payment Date next succeeding August 1, 2003 or such later Interest Payment Date as may be approved by the Authority (which date shall not be less than 20 days from the date that notice of such redemption is received by the Trustee), to the extent of any net proceeds of the Bonds that are not used by Banco Santander Puerto Rico to fund Qualified Loans by August 1, 2003 or such later date as may be approved by the Authority; (ii) in whole or in part, on any Interest Payment Date occurring on or after August 1, 2003 (which date shall not be less than 20 days from the date that notice of such redemption is received by the Trustee), to the extent of any Principal Distribution Amount and any Extraordinary Prepayments (each as defined herein) deposited with the Trustee under the Trust Agreement; (iii) in whole, on the next Interest Payment Date occurring not less than 45 days after the receipt by the Trustee of notice of the occurrence of an Event of Taxability.
Mandatory Redemption with Premium
The Bonds will be subject to mandatory redemption, in whole or in part, on any Interest Payment Date occurring on or after August 1, 2003, to the extent of any Optional Full Prepayments (as defined herein) not used by Banco Santander Puerto Rico, at its option, to originate new Qualified Loans within 90 days after receipt of such Optional Full Prepayment by the Trustee, at the redemption prices set forth below (expressed as a percentage of the outstanding principal amount of such Bonds), plus accrued interest to the redemption date:
Redemption PeriodRedemption Price
(All dates inclusive)
August 1, 2003 to July 31, 2011 100½%
August 1, 2011 and thereafter 100¼
Optional Redemption
The Bonds are subject to redemption, at the option of Banco Santander Puerto Rico, in whole or in part, on any Interest Payment Date on or after August 1, 2005 (which date shall not be less than 45 days from the date that notice of such redemption is received by the Trustee) at the redemption prices set forth below (expressed as percentages of the outstanding principal amount of such Bonds), plus accrued interest to the redemption date:
Redemption PeriodRedemption Price
(All dates inclusive)
August 1, 2005 to July 31, 2006 August 1, 2006 to July 31, 2007 August 1, 2007 and thereafter | 102% 101 100 |
To exercise the foregoing optional redemption, Banco Santander Puerto Rico is required to deposit with the Trustee moneys necessary to effect such redemption on the 45th day immediately preceding the date on which the corresponding redemption price is due and payable.
"Cut-Off Date" means the last Business Day of each calendar month.
"Extraordinary Prepayment" means, with respect to any Interest Payment Date, any payment or other recovery of principal on any Qualified Loan (other than an Ordinary Principal Payment or an Optional Full Prepayment) which is received by Banco Santander Puerto Rico during the period commencing on the day immediately succeeding the Cut-Off Date contained in the third calendar month immediately preceding such Interest Payment Date and ending on the Cut-Off Date contained in the second calendar month immediately preceding such Interest Payment Date, consisting of (i) all proceeds received from any condemnation award or proceeds in lieu of condemnation, proceeds of any insurance or casualty in respect of such Qualified Loan, (ii) proceeds from the sale, assignment or other disposition of such Qualified Loan or the mortgaged property or other collateral securing such loan or any payment made by or on behalf of the related User (other than by Banco Santander Puerto Rico) upon the occurrence of an event of default thereon, or (iii) any amounts paid by Banco Santander Puerto Rico on behalf of the related User after a determination by Banco Santander Puerto Rico that an event of default has occurred and is continuing under such Qualified Loan.
"Optional Full Prepayment" means, with respect to any Qualified Loan, any prepayment in full of the principal of such Qualified Loan.
"Ordinary Principal Payment" means, with respect to any Qualified Loan, any payment of principal due on such Qualified Loan in accordance with the amortization schedule at the time applicable thereto, any optional prepayment of less than the total outstanding amount of such Qualified Loan or any other principal payment due on such Qualified Loan received after its due date and not constituting an Extraordinary Prepayment or an Optional Full Prepayment.
"Principal Distribution Amount" means, with respect to any Interest Payment Date, an amount equal to the sum of (i) the aggregate Ordinary Principal Payments received by Banco Santander Puerto Rico during the period commencing on the day immediately succeeding the Cut-Off Date contained in the third calendar month immediately preceding such Interest Payment Date and ending on the Cut-Off Date contained in the second calendar month immediately preceding such Interest Payment Date and (ii) on August 1, 2003 and each Interest Payment Date thereafter until August 1, 2020, the sum of $3,487.80 paid by Banco Santander Puerto Rico as partial payment of the costs of issuance of the Bonds.
Selection and Notice of Redemption
At least 15 days (or at least 30 days in the case of an optional redemption or a mandatory redemption upon the occurrence of an Event of Taxability) before any redemption date, notice thereof will be sent by the Trustee via first-class
mail, postage prepaid, to DTC, or if the Book-Entry Only System is discontinued as described above, by first-class mail, postage prepaid, to the registered owners of the Bonds to be redeemed. If less than all of the Bonds are called for redemption, the particular Bonds or portions thereof to be redeemed will be selected as provided below, except that so
long as the Book-Entry Only System shall remain in effect, in the event of any such partial redemption, DTC shall reduce the credit balances of the applicable Direct Participants in respect of the Bonds, and the Direct Participants and the Indirect Participants shall in turn select those Beneficial Owners whose ownership interests are to be extinguished by such partial redemption, each by such method as DTC or such Participants, as the case may be, in their sole discretion deem fair and appropriate.
Each notice of redemption shall set forth (a) the redemption date, (b) the redemption price, (c) if fewer than all of the Bonds then outstanding shall be called for redemption, the distinctive numbers and letters, if any, of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed, (d) that on the date fixed for redemption such redemption price will become due and payable upon each Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue on and after said redemption date, and (e) the place where such Bonds or portions thereof called for redemption are to be surrendered for payment of such redemption price. In case any Bond is to be redeemed in part only, the notice of redemption shall state also that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds in principal amount equal to the unredeemed portion of such Bond will be issued. Failure to mail such notice to any Holder or any defect in any notice so mailed shall not affect the validity of the proceedings for the redemption of the Bonds of any other Holders. If less than all of outstanding Bonds are called for redemption, the Bonds or portions of Bonds to be redeemed shall be selected by lot by the Trustee in such manner as the Trustee in its discretion may determine and in integral multiples of $5,000.
If notice of redemption is given and if sufficient funds are on deposit with the Trustee to provide for the payment of the principal of and premium, if any, and interest on the Bonds (or portions thereof) to be redeemed, then the Bonds (or portions thereof) so called for redemption will, on the redemption date, cease to bear interest and shall no longer be deemed outstanding or be entitled to any benefit or security under the Trust Agreement.
BONDHOLDERS´ RISKS
Purchase of the Bonds involves a degree of risk. Prospective purchasers of the Bonds should give careful consideration to the matters referred to in the following summary as well as to other information set forth or incorporated by reference in this Official Statement.
Economic Conditions; Effects of Changes in Interest Rates
The net interest margin of Banco Santander Puerto Rico depends to a great extent on "rate differentials" consisting of the difference between the interest income it receives from its loans and investment securities and the interest expense it pays to obtain its deposits and other funds. These rates are highly sensitive to many factors which are beyond Banco Santander Puerto Rico´ s control, including general economic conditions and the policies of various governmental and regulatory authorities, in particular the Board of Governors of the Federal Reserve System.
Banco Santander Puerto Rico´ s cash flows depend to a large extent upon the level of net interest income which is affected by changes in the volume and mix of earning assets, the level of rates earned on those assets, the volume of interest-bearing liabilities and the level of rates paid on those interest-bearing liabilities. Balancing the maturities of Banco Santander Puerto Rico´ s assets in relation to maturities of liabilities involves estimates as to how changes in the general level of interest rates will impact the yields earned on assets and the rates paid on liabilities. Currently, Banco Santander Puerto Rico´ s liabilities reprice or mature more quickly than its assets, a condition referred to as a "negative gap" position. Accordingly, when interest rates rise, Banco Santander Puerto Rico´ s net interest income tends to be adversely impacted. Conversely, in a declining rate environment Banco Santander Puerto Rico´ s net interest income is generally positively impacted. Increases in interest rates also can result in disintermediation, which is the flow of funds away from banks into direct investments, such as corporate securities and other investment vehicles, which generally pay higher rates of return than financial institutions. In addition, a flattening of the "yield curve" (i.e., a decline in the difference between long and short-term interest rates), could adversely impact net interest income to the extent that Banco Santander Puerto Rico´ s assets have a longer average term than its liabilities.
Lack of Geographic Diversification
Most of Banco Santander Puerto Rico´ s business activities and credit exposure are concentrated with customers in Puerto Rico, Banco Santander Puerto Rico´ s primary service area. Accordingly, Banco Santander Puerto Rico´ s financial condition and results of operations are dependent to a significant extent upon the economic, political and business conditions prevailing from time to time in Puerto Rico. In addition, Banco Santander Puerto Rico is also vulnerable to natural hazard risks such as hurricanes that may affect Puerto Rico. As a result, Banco Santander Puerto Rico could be more susceptible to the effects of any such single development than a bank with greater geographic diversification. Any significant adverse economic, political or regulatory development in Puerto Rico or natural disaster could result in a downturn in loan originations, an increase in the level of non-performing assets and a reduction in the value of Banco Santander Puerto Rico´ s loans, real estate owned and mortgage servicing portfolio.
Credit Risk
Banco Santander Puerto Rico establishes provisions for loan losses, which are charged to operations, in order to maintain the allowance for loan losses at a level which is deemed to be appropriate by management based upon an assessment of prior loss experience, the volume and type of lending being conducted by Banco Santander Puerto Rico, industry standards, past due loans, economic conditions in Banco Santander Puerto Rico´ s market area and other factors related to the collectibility of Banco Santander Puerto Rico´ s loan portfolio. Although management utilizes its best judgment in providing for loan losses, there can be no assurance that Banco Santander Puerto Rico will not have to increase its provisions for loan losses in the future as a result of future increases in non-performing assets or for other reasons. Any such increases in Banco Santander Puerto Rico´ s provisions for loan losses or any loan losses in excess of Banco Santander Puerto Rico´ s provisions with respect thereto could have an adverse effect on Banco Santander Puerto Rico´ s future financial condition and results of operations.
In particular, Banco Santander Puerto Rico has in recent years placed increased emphasis on consumer lending. Banco Santander Puerto Rico´ s consumer loans are often unsecured, or secured by rapidly depreciating collateral, such as automobiles. In addition, borrowers in the market for consumer loans can be expected to be more severely affected by adverse macroeconomic developments than borrowers in other market segments. Accordingly, consumer lending represents a relatively higher degree of risk and could result in higher provisions for loan losses.
Factors Relating to Regulation
Banco Santander Puerto Rico, as a Puerto Rico-chartered and FDIC-insured commercial bank, is subject to extensive federal and Puerto Rico governmental supervision and regulation which has as a primary goal the protection of depositors. For example, Banco Santander Puerto Rico is required to maintain reserves against deposits, and is subject to restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of other investments that may be made and the types of services that may be offered. In addition, Federal and Puerto Rico regulatory authorities have the power in certain circumstances to limit transactions, to limit Banco Santander Puerto Rico´ s growth and to require Banco Santander Puerto Rico to maintain capital ratios in accordance with regulatory requirements.
No Additional Interest Upon Event of Taxability
The Loan Agreement will not require Banco Santander Puerto Rico to pay an additional amount to you if you have to pay United States income tax on the interest paid on the Bonds. Banco Santander Puerto Rico, however, may be liable to you if you have to pay income tax on such interest because of Banco Santander Puerto Rico´ s failure to comply with the source of income covenants of the Loan Agreement. The source of income covenants are based on the provisions of the Code as in effect on the date of issuance of the Bonds. As a result, Banco Santander Puerto Rico will not be liable to you if interest paid on the Bonds is taxable under the Code due to any change in the tax laws occurring after the date of issuance of the Bonds.
Effect of Insolvency
Federal law provides that the claims of certain creditors of an insured depository institution, including claims of holders of the deposits of such an institution and certain claims for administrative expenses, have priority over other general claims of unsecured creditors of such institution in the event of a liquidation or other resolution by a receiver of such institution. As a result, depositors (including the FDIC, as the subrogee of such depositors) and such other priority claim holders are entitled to priority over the Bondholders in the event of a liquidation or other resolution by a receiver of Banco Santander Puerto Rico. A substantial portion of Banco Santander Puerto Rico´ s liabilities consists of deposits.
Restrictions on Enforcement of Remedies
Upon the occurrence of an Event of Default, the Trustee may proceed to enforce any remedies under the Trust Agreement and the Loan Agreement. The enforcement of such remedies may be limited or restricted by laws relating to bankruptcy or receivership and rights of creditors generally and by application of general principles of equity applicable to the availability of certain remedies and may be substantially delayed and subject to judicial discretion in the event of litigation or statutory remedy procedures.
Bonds are not Secured by any Liens on Properties of Banco Santander Puerto Rico
The obligations of Banco Santander Puerto Rico under the Loan Agreement are general obligations thereof. The Bonds or the obligations of Banco Santander Puerto Rico under the Loan Agreement are not secured by any liens on the assets of Banco Santander Puerto Rico or by any collateral provided by the Users under the Qualified Loans. In the event of Banco Santander Puerto Rico´ s bankruptcy, Bondholders will have no greater rights than general unsecured creditors of Banco Santander Puerto Rico.
Banco Santander Puerto Rico is not Restricted from Incurring Additional Borrowings or Taking Other Actions that could Impair its Ability to Pay the Bonds
The Loan Agreement does not impose limitations or otherwise restrict Banco Santander Puerto Rico from borrowing additional money, making capital expenditures, making acquisitions, transferring assets, paying dividends or engaging in transactions with affiliates, among others. In addition, the Loan Agreement does not require Banco Santander Puerto Rico to meet any specific financial tests or ratios. Banco Santander Puerto Rico could take any of these actions in a way that could affect its ability to repay the Bonds or result in a downgrade of the rating on the Bonds.
Redemption May Adversely Affect Your Return on the Bonds
The yield to maturity on the Bonds and the average life of the Bonds will be sensitive in varying degrees, among other things, to the rate and timing of principal payments (including prepayments) of the Qualified Loans which may result in the redemption of the Bonds. No representations or guarantees are made as to the future rate of principal payment (including prepayments) on the Qualified Loans or as to the yield to maturity of any Bonds.
Banco Santander Puerto Rico´ s Credit Ratings May Not Reflect All Risks of an Investment in the Bonds
Banco Santander Puerto Rico´ s credit ratings are an assessment of its ability to pay its obligations. Consequently, real or anticipated changes in Banco Santander Puerto Rico´ s credit ratings will generally affect the market value of your Bonds. Banco Santander Puerto Rico´ s credit ratings, however, may not reflect the potential impact of all risks related to market or other factors discussed above on the value of your Bonds.
Absence of Secondary Market for the Bonds
There is currently no secondary market for the Bonds, and there can be no assurance that a secondary market will develop or if it does develop, that it will provide Bondholders with liquidity for their investment or that it will continue for the life of the Bonds.
Rating Maintenance
There is no assurance that the investment ratings initially assigned to the Bonds will not be lowered or withdrawn, which could adversely affect the value of and market for the Bonds.
REDEMPTION CONSIDERATIONS
The effective yield to Holders of the Bonds and the average life of the Bonds may vary depending on certain circumstances which may result in the early redemption of Bonds. Among such circumstances are the risk of non-origination of Qualified Loans, the schedule for the repayment of principal under the Qualified Loans, the timing of Extraordinary Prepayments and Optional Full Prepayments under the Qualified Loans, the inability of Banco Santander Puerto Rico to substitute a prepaid Qualified Loan with a new Qualified Loan and the occurrence of an Event of Taxability.
The Risk of Non-Origination
Although the Program has been structured to provide attractive interest rates for the Qualified Loans, and while Banco Santander Puerto Rico believes that sufficient Qualified Loans should be originated prior to the end of the origination period, there can be no assurance that all Bond proceeds can be used to fund Qualified Loans. Banco Santander Puerto Rico may be unable to originate Qualified Loans due to various factors, including the potential unattractiveness of the interest rates required under the Program when compared to prevailing market interest rates, economic conditions at the time of the origination of the Qualified Loans or lack of eligible borrowers under the Program. In addition, the availability of future financings by the Authority or Banco Santander Puerto Rico under the Program at lower rates may reduce the number of Qualified Projects available for financing under the Program. Bond proceeds not used to originate Qualified Loans on or before the end of the Origination Period will be applied for the mandatory redemption of the Bonds.
Prepayment and Yield Considerations
The prepayment experience of loans is influenced by a variety of economic, social and other factors, including the prevailing level of interest rates and the rate at which commercial borrowers default on their loans. There is no readily accessible data or reliable information that could be used to indicate the historical prepayment or foreclosure experience of commercial loans similar to the Qualified Loans. The rate of prepayment on the Qualified Loans may also be influenced by the terms and structure of each Qualified Loan, the type of business the Users are engaged in, the financial situation of the Users and the type of Qualified Project. On Interest Payment Dates occurring on or after August 1, 2003, Ordinary Principal Payments, Extraordinary Prepayments and Optional Full Prepayments (excluding Optional Full Prepayments used to finance new Qualified Loans) will be applied to redeem Bonds. In addition, the rate of redemption of the Bonds will be affected by the monthly payment required to be made by Banco Santander Puerto Rico in the amount of $3,487.80. This amount constitutes the repayment by Banco Santander Puerto Rico of the costs of issuance of the Bonds and is payable in 205 equal monthly installments, commencing on August 1, 2003. Such repayment by Banco Santander Puerto Rico of the costs of issuance of the Bonds will also affect the average life of the Bonds by causing an early redemption thereof.
Banco Santander Puerto Rico expects that the Bonds will be subject to moderate prepayments for the following reasons: (i) the Qualified Loans will be made to Users at fixed interest rates that generally should be below or competitive with the interest rates generally available in the market for similar loans, (ii) under the Program Guide, a prepayment penalty is required to be imposed by Banco Santander Puerto Rico on Optional Full Prepayments, and (iii) Banco Santander Puerto Rico has the right to apply Optional Full Prepayments to finance new Qualified Loans. No assurance can be given, however, as to the future rate of principal payments (including prepayments) on the Qualified Loans. Optional Full Prepayments which are not used by Banco Santander Puerto Rico to finance new Qualified Loans will be applied to redeem Bonds. Such redemption would affect the average life of the Bonds.
The Bonds are not subject to redemption prior to August 1, 2003, except upon the occurrence of an Event of Taxability. On August 1, 2003 and any Interest Payment Date thereafter, the Bonds will be subject to mandatory redemption from (i) Ordinary Principal Payments, Extraordinary Prepayments and Optional Full Prepayments (excluding Optional Full Prepayments used to finance new Qualified Loans) and (ii) the monthly payments by Banco Santander Puerto Rico of the costs of issuance financed with bond proceeds. Since no assurance can be given that all the Bond proceeds will be applied to originate Qualified Loans during the life of the Program, there can be no certainty during any period or over the life of the Bonds as to the amount or rate of the Ordinary Principal Payments, Extraordinary Prepayments and Optional Full Prepayments that will be received on the Qualified Loans. Banco Santander Puerto Rico expects, however, that on August 1, 2003, the first date when the Bonds become subject to redemption, the principal payments on the Qualified Loans received on or before such date will be applied to redeem Bonds, which may result in a larger redemption of Bonds on such date.
The following table is for illustration purposes only, and is intended to demonstrate the effect that the redemption of a Bond may have on the expected yield of such Bond to the redemption dates shown below. The yields presented below were calculated based on a redemption of a Bond at par and assuming a redemption price of 100½% from August 1, 2003 to July 31, 2011 and at a redemption price of 100¼% from August 1, 2011 and thereafter. The yields are computed based on a coupon of 6.80%, a purchase price of 99.75 %, a settlement date of August 15, 2000, a 360-day year consisting of twelve thirty-day months and monthly interest payments on the Bonds. Such yield computations do not take into account the redemption of the Bonds at various redemption dates or dates other than the ones presented below.
Redemption Date | Yield | |
(as of August 1 of | At Par | With Premium |
the years below) | 6.894% | 7.046% |
2003 | 6.872 | 6.982 |
2004 | 6.860 | 6.945 |
2005 | 6.860 | 6.945 |
2006 | 6.851 | 6.919 |
2007 | 6.845 | 6.902 |
2008 | 6.841 | 6.888 |
2009 | 6.837 | 6.878 |
2010 | 6.835 | 6.870 |
2011 | 6.833 | 6.848 |
2012 | 6.831 | 6.844 |
2013 | 6.829 | 6.841 |
2014 | 6.828 | 6.839 |
2015 | 6.827 | 6.836 |
2016 | 6.826 | 6.834 |
2017 | 6.825 | 6.833 |
2018 | 6.824 | 6.831 |
2019 | 6.824 | 6.830 |
2020 | 6.823 | 6.829 |
_______________
† Premiums paid upon mandatory redemptions pursuant to Optional Full Prepayments.
The extent to which any Bonds are purchased at a discount or a premium and the timing of principal payments (including prepayments) will determine the extent to which the yield to maturity of a Bond may vary from the anticipated yield.
SOURCES OF PAYMENT AND SECURITY FOR THE BONDS
The Bonds are limited obligations of the Authority payable solely from revenues derived pursuant to the Loan Agreement and from such other amounts as may be available to the Trustee under the Trust Agreement. Pursuant to the Trust Agreement, the Authority will assign its interest in the Loan Agreement (except certain rights of the Authority to indemnification, exemption from liabilities, notices and the payment of costs and expenses) to the Trustee as security for the Bonds. The Bonds or the obligations of Banco Santander Puerto Rico under the Loan Agreement are not secured by any liens on the assets of Banco Santander Puerto Rico or by any collateral provided by the Users under the Qualified Loans. The Bonds will not constitute a charge against the general credit of the Authority and will not constitute an indebtedness of Puerto Rico or any of its political subdivisions or instrumentalities other than the Authority with respect to the Bonds. The Authority has no taxing power.
Under the Loan Agreement, Banco Santander Puerto Rico will agree to deposit with the Trustee in the Bond Fund amounts sufficient to pay, together with the amounts then on deposit therein, principal of and premium, if any, and interest on the Bonds. Such deposit must be made on the Business Day immediately preceding the date on which the corresponding amounts of principal, premium, if any, and interest are due and payable. Pursuant to the Trust Agreement, the Authority will assign its interest in the Loan Agreement (except certain rights of the Authority to indemnification, exemption from liability, notices and the payment of costs and expenses) to the Trustee as security for the Bonds.
THE LOAN AGREEMENT
The following is a summary of certain provisions of the Loan Agreement. This summary does not purport to be comprehensive or definitive and is qualified by reference to and is subject to the provisions of the Loan Agreement, copies of which may be obtained during the offering period from the Underwriters and thereafter from the Trustee.
The Loan Agreement will provide for the financing of a portion of the costs of the Program. Pursuant to the Loan Agreement, the Authority will issue the Bonds and loan the proceeds from the sale thereof to Banco Santander Puerto Rico (the "Loan"). Banco Santander Puerto Rico will agree to make payments directly to the Trustee which, together with amounts then held in the Bond Fund established under the Trust Agreement will be sufficient to make the payments of principal of and premium, if any, and interest on the Bonds as the same become due at maturity, upon redemption or acceleration. Such deposit must be made on the Business Day immediately preceding the date on which the corresponding amounts of principal, premium, if any, and interest are due and payable.
The obligations of Banco Santander Puerto Rico under the Loan Agreement are stated to be absolute and unconditional without right of set-off for any reason. The obligations of Banco Santander Puerto Rico under the Loan Agreement rank pari passu with all other senior unsecured indebtedness of Banco Santander Puerto Rico, except deposit liabilities and other obligations that are subject to any priorities or preferences. In a liquidation or other resolution of Banco Santander Puerto Rico, the obligations of Banco Santander Puerto Rico under the Loan Agreement would be treated differently from, and holders of the Bonds could receive, if anything, significantly less than holders of, deposit liabilities of Banco Santander Puerto Rico.
Banco Santander Puerto Rico will use the proceeds of the Bonds to (i) fund Qualified Loans under the Program and (ii) pay a portion of the costs incurred in connection with the issuance of the Bonds. On the date the Bonds are issued, Banco Santander Puerto Rico will receive the net proceeds thereof and will be entitled to invest such moneys until Qualified Loans are originated. Any gain or income realized by Banco Santander Puerto Rico from such investments will be the property of Banco Santander Puerto Rico.
Assignment by Authority
The Authority will assign all of its rights, title and interest in the Loan Agreement (except for certain rights reserved under the Loan Agreement) and will pledge and assign to the Trustee any payments, receipts and revenues receivable by it (except as aforesaid) under or pursuant to the Loan Agreement and the income earned by the investment of funds held under the Trust Agreement, as security for payment of the principal of and premium, if any, and interest on the Bonds. Except as provided in the preceding sentence, the Authority will not sell, assign or otherwise dispose of its interest in the Loan Agreement or the payments, receipts and revenues of the Authority derived under the Loan Agreement.
Implementation of the Program Guide
The net proceeds of the Loan shall be applied solely for the purposes and upon the conditions set forth in the Loan Agreement and the Program Guide for the making of Qualified Loans by Banco Santander Puerto Rico and not for any other purpose; provided, however, that prior to the making of Qualified Loans such moneys may be invested and reinvested by Banco Santander Puerto Rico.
Inspections; Reports
Banco Santander Puerto Rico shall require each User to allow the Authority and the Trustee, through their respective officers, employees, consultants and other authorized representatives, to have access, during normal business hours and upon reasonable prior notice, to enter upon and examine and inspect each Qualified Project to determine its compliance with the Act. Banco Santander Puerto Rico shall similarly allow the Authority and the Trustee to examine certain books and records of Banco Santander Puerto Rico for purposes of ascertaining whether Banco Santander Puerto Rico has complied with the agreements and obligations under the Loan Agreement and the Program Guide.
Maintenance of Qualified Projects
Banco Santander Puerto Rico shall require that each User agree in writing to, at all times, at its sole cost and expense, maintain, preserve and keep such User´ s Qualified Project in good repair, working order and condition and cause to be made all needed and proper repairs, replacements and renewals; provided, however, that a User will have no obligation to cause to be maintained, preserved, repaired, replaced or renewed any element or unit of such Qualified Project, the maintenance, repair, replacement or renewal of which becomes uneconomic to such User because of damage or destruction or obsolescence or change in economic or business conditions, or change in government standards or regulations. Banco Santander Puerto Rico shall further require that each User agree in writing to covenant that it will not permit, commit or suffer any waste of the whole or any major part of such User´ s Qualified Project, and shall not use or permit the use of its Qualified Project, or any part thereof, for any unlawful purpose or permit any nuisance to exist thereon.
Covenants as to Existence, Disposition of Assets and Assignments
Banco Santander Puerto Rico, so long as the Bonds are outstanding, will maintain its existence, will not dispose of all or substantially all of its assets and will not acquire, consolidate with or merge into another person; provided, however, that Banco Santander Puerto Rico may acquire, consolidate with or merge into another person, or transfer to another person all or substantially all of its assets and thereafter dissolve, if (i) the successor or transferee is solvent and irrevocably and unconditionally assumes in writing all the obligations of Banco Santander Puerto Rico under the Loan Agreement and the Trust Agreement; (ii) such consolidation, merger or transfer shall not cause an Event of Taxability; (iii) such consolidation, merger or transfer shall not cause the then current rating of the Bonds to be lowered, suspended or withdrawn; and (iv) immediately after such consolidation, merger or transfer neither Banco Santander Puerto Rico nor such successor or transferee (if other than Banco Santander Puerto Rico) shall be in default in the performance or observance of any duties, obligations or covenants under the Loan Agreement.
Banco Santander Puerto Rico may assign its interest in the Loan Agreement, in whole, without the consent of the Authority or the Trustee, if it meets the following requirements:
(a) prior to the proposed assignment, the Trustee and the Authority are provided with proof satisfactory to them by Banco Santander Puerto Rico (which may include an opinion from counsel approved by the Trustee) that, as a result of such assignment or the terms thereof, interest payable on the Bonds will continue to constitute Puerto Rico source income under the Code;
(b) Banco Santander Puerto Rico shall at least 30 days prior to such assignment of the Loan Agreement, notify the Authority and the Trustee;
(c) concurrently with such assignment, Banco Santander Puerto Rico shall assign all rights, title and interest with respect to the Qualified Loans financed with proceeds of the Loan to the assignee;
(d) the assignee shall, in a certificate delivered to the Authority and the Trustee, which certificate shall be in a form reasonably satisfactory to the Authority and the Trustee, expressly assume, and agree to pay and to perform, all of the obligations of Banco Santander Puerto Rico under the Loan Agreement and the Program Guide or otherwise assumed by Banco Santander Puerto Rico in connection with Qualified Loans which shall have been assigned to it; and
(e) the assignee shall deliver to the Authority and the Trustee a certificate executed by its chief financial officer (or other executive officer performing similar functions) stating that none of the obligations, covenants and performances under the Loan Agreement and the Program Guide assumed by it will conflict with or constitute on the part of such assignee a breach of, or default under, any indenture, mortgage, agreement or other instrument to which such assignee is a party or by which it is bound, or under any existing law, rule, regulation, judgment, order or decree to which such assignee is subject.
Notwithstanding any of the foregoing, no assignment of the Loan Agreement shall relieve Banco Santander Puerto Rico of the obligation to make the payments required by the Loan Agreement.
Maintenance of Source of Income
In the Loan Agreement, Banco Santander Puerto Rico covenants that it will conduct its business so that at all times all interest paid or payable on the Bonds will constitute income from sources within Puerto Rico under the general sourcing rules of the Code as in effect on the date of issuance of the Bonds. Banco Santander Puerto Rico is required to provide evidence annually in the form of an independent accountant certificate of whether it has complied with this covenant. If at any time such certificate shall show that interest paid or payable on the Bonds has ceased to constitute income from sources within Puerto Rico under the general sourcing rules of the Code as in effect on the date of issuance of the Bonds, and such interest would not otherwise be exempt from U.S. income tax when received by a Qualifying Bondholder, an "Event of Taxability" shall be deemed to have occurred and the Trustee shall send written notice to the Borrower and the Authority within five Business Days of the receipt of such certification stating that an Event of Taxability has occurred and thereupon call the Bonds for redemption. A "Qualifying Bondholder" is (i) an individual who during the entire taxable year with respect to which an Event of Taxability occurred is abona fide resident of Puerto Rico, or (ii) a Puerto Rico corporation or other foreign corporation (for purposes of the Code) that is not engaged in any trade or business in the United States.
The Loan Agreement will not require Banco Santander Puerto Rico to pay an additional amount to you if you have to pay United States income tax on the interest paid on the Bonds. Banco Santander Puerto Rico, however, may be liable to you if you have to pay income tax on such interest because of Banco Santander Puerto Rico´ s failure to comply with the source of income covenants of the Loan Agreement. The source of income covenants are based on the provisions of the Code as in effect on the date of issuance of the Bonds. As a result, Banco Santander Puerto Rico will not be liable to you if interest paid on the Bonds is taxable under the Code due to any change in the tax laws occurring after the date of issuance of the Bonds.
Indemnity
Under the Loan Agreement, Banco Santander Puerto Rico will also agree to indemnify the Authority against any claims or liabilities arising from the operation of a Qualified Project or any part thereof financed with proceeds of Qualified Loans or its participation in the funding of the Program and certain other liabilities, and will agree to pay the fees and expenses of the Authority and the Trustee.
Events of Default and Remedies
Each of the following is an event of default under the Loan Agreement:
(ai failure by Banco Santander Puerto Rico to pay the principal of and premium, if any, and interest on the Bonds when the same shall become due and payable;
(bi failure by Banco Santander Puerto Rico to make other payments (excluding (a) above) required by the Loan Agreement if such failure shall continue for a period of 30 days after written notice thereof, unless a written extension is granted by the Authority and the Trustee prior to its expiration;
(ci failure by Banco Santander Puerto Rico to observe or perform certain other covenants, conditions or agreements under the Loan Agreement or the Program Guide, other than (a) and (b) above, and continuation of such failure for 30 days after written notice thereof, unless a written extension thereof is granted by the Authority and the Trustee prior to its expiration; provided, however, that if such failure cannot be corrected within such thirty-day period, it will not constitute an event of default if corrective action is commenced by Banco Santander Puerto Rico during such period and diligently pursued until such failure is corrected;
(di certain events of bankruptcy, receivership, insolvency, liquidation or similar proceedings involving Banco Santander Puerto Rico.
If by reason of Force Majeure (as defined in the Loan Agreement), Banco Santander Puerto Rico is unable to perform any of its obligations under (c) above (other than its obligation to maintain its existence), Banco Santander Puerto Rico will not be deemed to be in default during the continuance of such inability, including a reasonable time for the removal of the effect thereof.
The Authority has no power to waive any default under the Loan Agreement or extend the time for the correction of any default which could become an event of default without the consent of the Trustee.
Upon the occurrence of the event of default, subject to the provisions of the Trust Agreement, the Trustee, as assignee of the Authority´ s rights, may declare all unpaid amounts payable under the Loan Agreement in respect of the Bonds to be immediately due and payable and may take any action at law or equity necessary to enforce any obligation of Banco Santander Puerto Rico under the Loan Agreement.
Amendments
The Loan Agreement and the Program Guide may not be amended, changed, modified, altered or terminated, except in accordance with the terms of the Trust Agreement.
THE TRUST AGREEMENT
The following is a summary of certain provisions of the Trust Agreement. This summary does not purport to be comprehensive or definitive and is qualified by reference to and is subject to the provisions of the Trust Agreement, copies of which may be obtained during the offering period from the Underwriters and thereafter from the Trustee.
Under the Trust Agreement, the Authority will assign to the Trustee for the benefit of the Bondholders all of the Authority´ s right, title and interest in the Loan Agreement (except for certain rights of the Authority under the Loan Agreement to indemnification, exemption from liability, notices and the payment of costs and expenses), in trust to provide for the payment of the principal of and premium, if any, and interest on the Bonds. The Trust Agreement creates a Bond Fund and a Program Fund to be held by the Trustee. The moneys in each of such funds shall be held in trust and applied as provided in the Loan Agreement and pending application shall be subject to a lien and charge in favor of the Bondholders.
Program Fund
On the date of issuance of the Bonds, the proceeds from the sale of the Bonds (after reduction of the Underwriters´ discount) shall be deposited with the Trustee in the Program Fund. On such date, upon receipt by the Trustee of a requisition signed by an authorized representative of Banco Santander Puerto Rico, the Trustee shall pay the costs of issuance of the Bonds and deliver the net Bond proceeds to Banco Santander Puerto Rico, which shall thereafter be responsible for the disbursement of such funds to Users pursuant to Qualified Loans used to finance Qualified Projects in compliance with the Act and the Program Guide. On August 1, 2003 (or such later date as may be approved by the Authority), any balance of the proceeds of the Bonds not disbursed by Banco Santander Puerto Rico to fund Qualified Loans, shall be returned by Banco Santander Puerto Rico to the Trustee for deposit to the credit of the Program Fund. Such amounts shall be transferred to the Bond Fund and used to redeem Bonds pursuant to the Trust Agreement.
Optional Full Prepayments shall be deposited to the credit of the Program Fund within five Business Days after receipt by Banco Santander Puerto Rico. Banco Santander Puerto Rico may, at any time within 90 days after receipt of any such Optional Full Prepayment, use such funds representing Optional Full Prepayments on deposit in the Program Fund to originate new Qualified Loans. After such 90-day period or on any other date elected by Banco Santander Puerto Rico prior to such 90th day, moneys remaining in the Program Fund on such date shall be transferred to the Bond Fund and on the next Interest Payment Date, commencing on August 1, 2003 the Trustee will use such funds to redeem Bonds in accordance with the Trust Agreement.
Bond Fund
There shall be deposited to the credit of the Bond Fund: (i) accrued interest, if any, on the Bonds paid by the purchasers thereof; (ii) all amounts paid as repayment or optional or mandatory prepayments under the Loan Agreement; (iii) any amount in the Program Fund to be transferred to the Bond Fund in accordance with the provisions of the Trust Agreement; and (iv) all other moneys received by the Trustee under and pursuant to any of the provisions of the Loan Agreement or otherwise which are permitted or required or are accompanied by directions from Banco Santander Puerto Rico or the Authority that such moneys are to be paid into the Bond Fund.
Investment of Funds
Moneys held for the credit of all funds and accounts under the Trust Agreement shall be invested in Investment Obligations in accordance with the instructions of Banco Santander Puerto Rico. Any such Investment Obligations shall mature not later than the respective dates when the money held for the credit of such funds or accounts will be required for the purposes intended.
Investment Obligations are defined as Government Obligations and obligations of any agency or instrumentality whose obligations are backed by the full faith and credit of the United States of America and, to the extent from time to time permitted by law, (A) the obligations of (i) Federal National Mortgage Association, (ii) Federal Home Loan Banks, (iii) Federal Farm Credit System, (iv) Federal Home Loan Mortgage Corporation, and (v) Government National Mortgage Association (to the extent not included in Government Obligations); (B) repurchase agreements with financial institutions which are members of the Federal Reserve System or primary dealers in the United States Treasury market the short-term obligations of which institutions or dealers are rated at least "A-1" by S&P and "P-1" by Moody´ s (or any similar rating to which it may be changed by each such rating agency) or whose long-term obligations are rated in one of the three highest rating categories by S&P and Moody´ s (without regard to any gradations within such categories) secured by Government Obligations or by securities described in clause (A); provided, that such repurchase agreement must provide that the value of the underlying obligations shall be maintained at a current market value, calculated at least weekly, of not less than 104% of the repurchase price (or in the case such underlying obligations are obligations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, of not less than 105% of the repurchase price), a legal opinion shall be furnished to the Trustee to the effect that the repurchase agreement meets guidelines under the laws of Puerto Rico for the legal investment of public funds, the Trustee shall be given a first priority security interest, no independent third party shall have a lien, such obligations repurchased must be transferred to the Trustee or an independent third party agent by physical delivery or by an entry made on the records of the issuer of such obligations, in either case, the entity should receive confirmation from the independent third party that those securities are being held in a safe-keeping account in the name of the entity (the trust or safe-keeping departments of broker-dealers or financial institutions selling investments or pledging collateral or underlying securities, or their custodial agents, are not considered independent third parties for the foregoing purposes), such repurchase agreement shall constitute a "repurchase agreement" within the meaning of Section 101 of the United States Bankruptcy Code, as amended, and any investment in a repurchase agreement shall mature within thirty (30) days; (C) debt obligations and commercial paper rated "A-1" or better by S&P and "P-1" or better by Moody´ s; (D) U.S. Treasury Strips, REFCORP Strips and FICO Strips; (E) money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of "A-1" or better and "P-1" or better by Moody´ s; (F) certificates of deposit secured at all times by Government Obligations or collateral described in clause (A) which certificates are issued by commercial banks, savings and loan associations or mutual savings banks; provided that the collateral must be held by a third party and the Trustee must have a perfected first priority security interest in the collateral; (G) certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including the Bank Insurance Fund and the Savings Association Insurance Fund; (H) bonds or notes issued by any state, territory or municipality which are rated by S&P and Moody´ s in one of the two highest rating categories (without regard to any gradations within such categories) assigned by such agencies; (I) federal funds or bankers´ acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "A-1" or better by S&P and "P-1" or better by Moody´ s; (J) any Puerto Rico administered pool investment fund in which the Authority is statutorily permitted or required to invest; and (K) any other obligation, security or investment for which the Trustee shall have received written confirmation from S&P and Moody´ s to the effect that no reduction in the rating on the Bonds by either of such rating agencies will result from the addition of such other obligation, security or investment. Any investment in Government Obligations or in obligations described in (A) above may be made in the form of an entry made on the records of the issuer of the particular obligation.
Government Obligations are defined as (i) direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America, (ii) bonds, debentures or notes issued by Government National Mortgage Association, and (iii) any certificates or other evidences of an ownership of a proportionate interest in obligations or in specified portions thereof (which may consist of specified portions of the principal thereof or the interest thereon) of the character described in clause (i).
Events of Default
Each of the following events is an event of default under the Trust Agreement:
(ai failure to pay the principal of and premium, if any, and interest on the Bonds when the same shall become due and payable by the Authority;
(bi certain events of bankruptcy, receivership, insolvency, liquidation or similar proceedings involving Banco Santander Puerto Rico; and
(ci any "event of default" (other than an event of default of the type described in (a) or (b) above) shall have occurred under the Loan Agreement and such event of default shall not have been remedied or waived.
Acceleration of Maturities
Upon (i) the happening and continuance of an event of default specified in paragraph (b) above, the Trustee shall, and upon (ii) the happening and continuance of any other event of default specified above, the Trustee may, and upon the written request of Holders of not less than 25% in aggregate principal amount of Bonds then outstanding shall, by notice in writing to the Authority, declare the principal of all the Bonds then outstanding (if not due and payable) to be due and payable immediately, and upon such declaration the same shall become and be immediately due and payable.
If at any time after the principal of Bonds shall have been declared to be due and payable, and before the entry of a final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under the Trust Agreement, moneys shall have accumulated in the Bond Fund sufficient to pay the principal of all Bonds then outstanding (except the principal of any Bonds due and payable solely as a result of such acceleration) and the interest accrued on such Bonds since the last payment date to which interest shall have been paid or duly provided for, interest on overdue installments of interest (to the extent permitted by law) at the rate or rates then borne by the Bonds, and the charges, compensation, expenses, disbursements, advances and liabilities of the Trustee, and all other amounts then payable by the Authority under the Trust Agreement shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in the Trust Agreement shall have been cured or waived, then and in every such case the Trustee may, and upon the written direction of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall, by a notice in writing to the Authority and Banco Santander Puerto Rico, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.
Enforcement of Remedies
The Holders of a majority of the aggregate principal of Bonds then outstanding will have the right, subject to indemnification of the Trustee, by an instrument or concurrent instruments in writing delivered to the Trustee, to direct the remedial proceedings to be taken by the Trustee under the Trust Agreement provided such directions are in accordance with law and the Trust Agreement and the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directions. No Bondholder will have any right to institute any suit, action or proceeding in equity or at law on any Bond or for the execution of any trust under the Trust Agreement, or for any other remedy under the Trust Agreement (other than to enforce Banco Santander Puerto Rico´ s source of income covenants set forth in the Loan Agreement, in the case of a Qualifying Bondholder) unless: (i) such Holder has previously given to the Trustee written notice of the event of default on account of which such suit, action or proceeding is to be instituted; (ii) the Holders of not less than 25% of the aggregate principal of Bonds then outstanding have requested the Trustee, after the right to exercise such powers or right of action, as the case may be, has accrued, and have afforded the Trustee a reasonable opportunity, either to proceed to exercise such powers or to institute such action, suit or proceeding in its or their name; (iii) the Trustee has been offered reasonable security and indemnity against the costs, expenses and liabilities to be incurred (including, without limitation, indemnification for environmental liability); and (iv) the Trustee has refused or neglected to comply with such request within a reasonable time. No one or more Bondholders will have any right, in any manner, to affect, disturb or prejudice any rights under the Trust Agreement, or to enforce any right thereunder, except in the manner therein provided. All suits, actions and proceedings at law or in equity must be instituted, had and maintained in the manner provided in the Trust Agreement and for the benefit of the Bondholders. Any individual right of action or other right given to one or more Bondholders by law is restricted by the Trust Agreement to the rights and remedies therein provided.
Notwithstanding any other provision of the Trust Agreement, a Bondholder will have the right to institute suit for the enforcement of the payment of principal of and premium, if any, and interest on such Holder´ s Bonds when due.
Supplemental Trust Agreements
The Trust Agreement may be amended or supplemented without the consent of the Bondholders: (a) to cure any ambiguity or to make any other provisions with respect to matters or questions arising under the Trust Agreement which shall not be inconsistent with the provisions of the Trust Agreement; or (b) to grant or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, benefits, authority or security that may lawfully be so granted or conferred; or (c) to add to the covenants of the Authority for the benefit of the Bondholders or to surrender any right or power conferred upon the Authority under the Trust Agreement; or (d) to permit the qualification of the Trust Agreement under the Trust Indenture Act of 1939 or any similar Federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States, and to add to the Trust Agreement or any supplement or amendment thereto such other terms, conditions and provisions as may be required by said Trust Indenture Act of 1939 or similar Federal statute.
The Trust Agreement may be amended or supplemented with the consent of the holders of a majority of the principal of the Bonds at the time outstanding. However, without the consent of each Bondholder affected, any amendment to the Trust Agreement may not: (a) extend the time for the payment of the principal of and premium, if any, or the interest on any Bond; or (b) reduce the principal of any Bond or the redemption premium, if any, or the rate of interest thereon; or (c) create any lien or security interest with respect to the Loan Agreement or the payments thereunder, other than the lien created by the Trust Agreement; or (d) give a preference or priority to any Bond or Bonds over any other Bond or Bonds; or (e) modify the Trust Agreement in any way which adversely affects the rights of the Bondholders under the Trust Agreement; or (f) reduce the aggregate principal of the Bonds required for consent to such supplement or amendment or any waiver thereunder.
The Trustee is not obligated to execute any proposed supplement or amendment if its rights, obligations and interests would be affected thereby. Nothing herein will affect any preexisting rights to create liens set forth in the Trust Agreement.
No amendment or supplement to the Trust Agreement, other than to cure any ambiguity, will become effective without the consent of Banco Santander Puerto Rico.
Amendments and Supplements to the Loan Agreement
The Loan Agreement, excluding the Program Guide, may be amended or supplemented without the consent of the Bondholders: (a) to cure any ambiguity or formal defect or omission therein or, in any supplement thereto; (b) to grant to or confer upon the Authority or the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, benefits, authority or security that may lawfully be granted to or conferred upon the Authority, the Trustee or the Bondholders; (c) to add to the covenants of Banco Santander Puerto Rico for the benefit of the Bondholders or to surrender any right or power therein conferred upon Banco Santander Puerto Rico; or (d) in connection with any other change which, in the judgment of the Trustee, will not restrict, limit or reduce the obligation of Banco Santander Puerto Rico to make the payments under the Loan Agreement, respectively, or to pay the principal of and premium, if any, and the interest on the Bonds or otherwise impair the security of the Bondholders under the Trust Agreement, provided such action shall not materially adversely affect the interests of the Bondholders.
The Program Guide may be amended by the Authority and Banco Santander Puerto Rico without the consent of the Trustee or the Bondholders, provided that any such amendment shall not materially adversely affect the interests of the Bondholders.
Other than for the purposes of the above paragraph, the Loan Agreement may be amended or supplemented with the approval of the Holders of not less than a majority of the principal of the Bonds at the time outstanding. No amendment or supplement to the Loan Agreement will become effective without the consent of the Trustee and, in the case of the Program Guide, the Authority.
Defeasance
Any Bond will be deemed paid and no longer entitled to any security under the Trust Agreement upon satisfaction of certain conditions and the deposit with the Trustee of sufficient funds, or direct obligations of the United States of America or obligations unconditionally guaranteed by the United States of America, the principal of and the interest on which, when due (without any reinvestment thereof), will provide moneys which will be sufficient to pay when due the principal of and premium, if any, and interest due and to become due on such Bond. If any Bond is not to be redeemed or does not mature within 60 days after such deposit, Banco Santander Puerto Rico must give irrevocable instructions to the Trustee to give notice, in the same manner as notice of redemption, that such deposit has been made. The Bonds shall not be deemed paid unless the Trustee shall have received an opinion of counsel experienced in tax matters under the Code to the effect that, assuming continued compliance by Banco Santander Puerto Rico with the source of income covenants of the Loan Agreement, the deposit of said obligations or moneys would not adversely affect the interest received by the Bondholders as income from sources within Puerto Rico.
TAX MATTERS
In the opinion of Pietrantoni Méndez & Alvarez LLP, Bond Counsel, under the provisions of the Acts of Congress and the laws of Puerto Rico now in force:
1. Interest on, and gain on the disposition of, the Bonds is exempt from Commonwealth income and withholding taxes including the alternative minimum tax imposed by the Puerto Rico Internal Revenue Code of 1994, as amended (the "PR Code") .
2. The Bonds are exempt from property taxes imposed by the Municipal Property Tax Act of 1991, as amended, and the interest thereon is exempt from municipal license taxes imposed by the Municipal License Tax Act of 1974, as amended.
3. The Bonds are exempt from Commonwealth gift tax with respect to donors who are residents of Puerto Rico at the time the gift is made and exempt from Commonwealth estate tax with respect to estates of decedents who are residents of Puerto Rico at the time of death, except for United States citizens who did not acquire their United States citizenship solely by reason of birth or residence in Puerto Rico. Other individuals should consult their tax advisors with respect to the precise determination of the estate and gift tax consequences arising from a transfer of the Bonds by inheritance or gift.
4. The Bonds will be considered an obligation of an instrumentality of Puerto Rico for purposes of (i) the non-recognition of gain rules of Section 1112(f)(2)(A) of the PR Code applicable to certain involuntary conversions and (ii) the exemption from the surtax imposed by Section 1102 of the PR Code available to corporations and partnerships that have a certain percentage of their net income invested in obligations of instrumentalities of Puerto Rico and certain other investments.
5. Interest on the Bonds constitutes "industrial development income" under Section 2(j) of the Puerto Rico Industrial Incentives Act of 1963, the Puerto Rico Industrial Incentives Act of 1978, the Puerto Rico Tax Incentives Act of 1987, and the Puerto Rico Tax Incentives Act of 1998, as amended (collectively, the "Acts"), when received by a holder of a grant of tax exemption under any of the Acts that acquired the Bonds with "eligible funds", as such term is defined in the Acts.
The PR Code does not provide rules with respect to the treatment of the excess of the amount due at maturity of a Bond over its initial offering price ("original issue discount"). Under the current administrative practice followed by the Puerto Rico Department of the Treasury, original issue discount is treated as interest. Prospective owners of the Bonds, including but not limited to financial institutions, should be aware that ownership of the Bonds may result in having a portion of their interest expense and other expenses allocable to interest or original issue discount on, and any gain derived on the sale or exchange of, the Bonds disallowed for purposes of computing the regular tax and the alternative minimum tax for Commonwealth income tax purposes.
In the opinion of Bond Counsel, based upon the provisions of the Code now in force:
1. interest on the Bonds is not excludable from the gross income of the recipients thereof for federal income tax purposes under Section 103(a) of the Code;
2. if (i) Banco Santander Puerto Rico is engaged in trade or business in Puerto Rico during each taxable year when interest on the Bonds is paid; (ii) for the three-year period ending with the close of Banco Santander Puerto Rico´ s taxable year immediately preceding the payment of interest on the Bonds more than 20% of Banco Santander Puerto Rico´ s gross income is, was or will be (a) derived from sources within Puerto Rico, as determined under subchapter N of the Code and (b) attributable to the active conduct of a trade or business within Puerto Rico, such determination to be made under Section 861(c)(1)(B)(ii) of the Code and (iii) such interest is not treated as paid by a trade or business conducted by Banco Santander Puerto Rico outside Puerto Rico, such determination to be made under Section 884(f)(1)(A) of the Code and the regulations thereunder, then (a) in the case of an individual who is abona fide resident of Puerto Rico during an entire taxable year, interest on the Bonds received by, or "original issue discount" (within the meaning of the Code and hereafter referred to as "OID") on the Bonds otherwise required to be recognized as gross income and accrued to, such individual during such taxable year, will constitute gross income from sources within Puerto Rico and therefore, is excludable from gross income for purposes of the Code pursuant to section 933(1) thereof, and (b) interest on the Bonds derived by, or OID on the Bonds otherwise required to be recognized as gross income and accrued to, a corporation organized under the laws of Puerto Rico or any other foreign country, as determined for purposes of the Code ("foreign corporations"), is not subject to taxation under the Code, provided that (w) such foreign corporation is not a foreign personal holding company, a controlled foreign corporation or a passive foreign investment company under the Code, (y) such foreign corporation is not treated as a domestic corporation for purposes of the Code and (z) interest on the Bonds and OID is not effectively connected with the conduct of a trade or business in the United States by such foreign corporation.
United States taxpayers, other than individuals who arebona fide residents of Puerto Rico during the entire taxable year, may be subject to federal income tax on any gain realized upon the sale or exchange of the Bonds. Pursuant to Notice 89-40 issued by the United States Internal Revenue Service on March 27, 1989, gain realized on the sale or exchange of the Bonds (excluding OID accrued under the Code as of the date of such sale or exchange) by an individual who is abona fide resident of Puerto Rico during the entire taxable year and that is a resident of Puerto Rico for purposes of Section 865(g)(1) of the Code will constitute Commonwealth source income and, therefore, qualify for the exclusion provided in Section 933(1) of the Code, provided said Bonds do not constitute inventory in the hands of such individual.
The opinion of Bond Counsel regarding the tax consequences under the Code and the PR Code arising from ownership or disposition of the Bonds is limited to the above.
RATINGS
The Bonds are rated "A" by Standard & Poor´ s Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and "A1" by Moody´ s Investors Service ("Moody´ s"). In the opinion of S&P, debt rated "A" has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. In the opinion of Moody´ s, bonds which are rated "A" possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. Moody´ s applies numerical modifiers 1, 2 and 3 in each generic rating classification from A through B. The modifier "1" indicates that the obligation ranks in the higher end of its generic rating category. There is no assurance that such ratings will remain in effect for any given period or that they will not be revised downward or withdrawn entirely by such organizations if, in their sole judgment, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market prices of the Bonds.
The ratings given to the Bonds reflects only the views of the above rating organizations. An explanation of the significance of such ratings may be obtained only from S&P at 55 Water Street, New York, New York 10041, telephone number (212) 208-8000 and from Moody´ s at 99 Church Street, New York, New York 10007, telephone number (212) 553-0470. The ratings do not constitute a recommendation to buy, sell or hold the Bonds.
LEGAL INVESTMENT
The Bonds will be eligible for deposit by banks in Puerto Rico to secure public funds and will be approved investments for insurance companies to qualify them to do business in Puerto Rico as required by law.
UNDERWRITING
The Underwriters of the Bonds are Santander Securities Corporation of Puerto Rico ("Santander Securities"), 221 Ponce de León Avenue, Suite 600, San Juan, Puerto Rico; Doral Securities, Inc. ("Doral Securities"), Hato Rey Tower, 268 Muñoz Rivera Avenue, Suite 1803, San Juan, Puerto Rico and Prudential Securities, Inc. ("Prudential Securities"), BankTrust Plaza, 255 Ponce de León Avenue, Suite 104, San Juan, Puerto Rico. Santander Securities is an affiliate of Banco Santander Puerto Rico and from time to time engages in transactions with and performs services for Banco Santander Puerto Rico and its subsidiaries in the ordinary course of business.
Subject to the terms and conditions of a certain bond purchase agreement among the Authority, and the Underwriters (the "Bond Purchase Agreement"), the Authority has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Authority, all of the Bonds at the purchase price of $25,512,500 plus accrued interest, if any.
The Underwriters propose initially to offer the Bonds to the public, when, as and if issued by the Authority and accepted by the Underwriters, at the initial public offering price set forth or derived from information shown on the front cover page of this Official Statement. The initial offering price may be changed from time to time by the Underwriters. The Underwriters may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the initial public reoffering prices stated or derived from information shown on the front cover page hereof.
The Bond Purchase Agreement will provide that the obligations of the Underwriters thereunder are subject to approval of certain legal matters by counsel and to various other conditions. The Underwriters are committed to purchase all of the Bonds if any are purchased.
Banco Santander Puerto Rico will agree to indemnify the Underwriters and the Authority against certain civil liabilities, including liabilities under the Securities Act of 1933.
LEGAL MATTERS
Legal matters incident to the authorization, issuance and sale of the Bonds and with regard to the tax-exempt status thereof are subject to the unqualified approving opinion of Pietrantoni Méndez & Alvarez LLP, San Juan, Puerto Rico, Bond Counsel. Certain legal matters will be passed upon for Banco Santander Puerto Rico by Fiddler, González & Rodríguez, LLP, San Juan, Puerto Rico, and for the Underwriters by O´ Neill & Borges, San Juan, Puerto Rico.
CONTINUING DISCLOSURE AGREEMENT
Banco Santander Puerto Rico will enter into a Continuing Disclosure Agreement with the Trustee wherein Banco Santander Puerto Rico will covenant for the benefit of the Bondholders and the Beneficial Owners of the Bonds to file within 120 days after the end of each fiscal year, with each nationally recognized municipal securities information repository ("NRMSIR") and with any Commonwealth state information depository ("SID"), core financial information and operating data for such fiscal year, including (i) audited financial statements prepared in accordance with generally accepted accounting principles in effect from time to time, and (ii) operating and financial data of the type generally found in its Annual Report to Shareholders. This covenant, and the covenant described below relating to the filing of notice of certain events, have been made in order to assist the Underwriters in complying with paragraph (b)(5) of Rule 15c2-12 ("Rule 15c2-12") under the Securities Exchange Act of 1934, applicable to offerings of municipal securities such as the Bonds. So long as Banco Santander Puerto Rico is subject to the informational and other requirements of Section 13 and Section 14 of the Securities Exchange Act of 1934 applicable to issuers of publicly-traded securities, Banco Santander Puerto Rico expects to provide this core financial information and operating data by filing with each NRMSIR and with any Puerto Rico SID copies of its Annual Report to Shareholders, as filed with the FDIC. However, Banco Santander Puerto Rico prepared and filed with the FDIC its 1999 Annual Report to Shareholders in order to comply with the informational and other requirements of Section 13 and Section 14 of the Securities Exchange Act, not in order to comply with the requirements of Rule 15c2-12. The scope of information included in such Annual Report was determined pursuant to the requirements of Section 13 and Section 14 of the Securities Exchange Act, and not pursuant to the requirements of Rule 15c2-12. Accordingly, in the event that at any time in the future Banco Santander Puerto Rico ceases to be subject to the informational requirements of Section 13 and Section 14 of the Securities Exchange Act, Banco Santander Puerto Rico reserves the right to modify the scope and format of the financial information and operating data filed with each NRMSIR, provided that such financial information and operating data will include at least its audited financial statements prepared in accordance with generally accepted accounting principles and information of the type generally found in items 1, 2, 3, 7 and 7A of its Annual Report on Form 10-K.
Banco Santander Puerto Rico will covenant also to file in a timely manner, with each NRMSIR or with the Municipal Securities Rulemaking Board ("MSRB"), and with any Commonwealth SID, notice of failure to comply with the covenant to file the core financial information and operating data set forth in the preceding paragraph and notice of any of the following events with respect to the Bonds, if material:
(i) principal and interest payment delinquencies;
(ii) non-payment related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds, including the occurrence of an Event of Taxability;
(vii) modifications to rights of holders of the Bonds;
(viii) bond calls;
(ix) defeasances;
(x) release, substitution, or sale of property securing repayment of the Bonds; and
(xi) rating changes.
Events (iv) and (v) - Banco Santander Puerto Rico does not undertake to provide any notice with respect to credit enhancement added after the primary offering of the Bonds, unless Banco Santander Puerto Rico applies
for and participates in obtaining the enhancement.
Event (vi) - For information on the tax status of the Bonds, seeTax Matters.
Event (viii) - Banco Santander Puerto Rico does not undertake to provide the above-described event notice of a scheduled redemption, not otherwise contingent upon the occurrence of an event, if the terms, dates and amounts of redemption are set forth in detail in this Official Statement underThe Bonds -- Redemption.
Banco Santander Puerto Rico entered into similar continuing disclosure agreements in connection with the issuance of the Series A Bonds in 1998 and the Series B Bonds in 1999. Due to an inadvertent omission, Banco Santander Puerto Rico filed its 1998 Annual Report after its due date and did not file notices of rating changes on a timely basis with the NRMSIRs.
As of the date of this Official Statement, there was no Commonwealth SID, and the nationally recognized municipal securities information repositories are: Bloomberg Municipal Repository, P.O. Box 840, Princeton, New Jersey 08542-0840; Kenny Information Systems, Inc., Attn: Kenny Repository Service, 65 Broadway, New York, New York 10006; Thompson NRMSIR, 395 Hudson Street, New York, New York 10004, Attn: Municipal Disclosure; and DPC Data Inc., One Executive Drive, Fort Lee, New Jersey 07024.
Banco Santander Puerto Rico may from time to time choose to provide notice of the occurrence of certain other events in addition to those listed above if, in the judgment of Banco Santander Puerto Rico, such other events are material with respect to the Bonds, but Banco Santander Puerto Rico does not undertake to provide any such notice of the occurrence of any material event except those events listed above.
Banco Santander Puerto Rico acknowledges that its undertakings pursuant to the Rule described above are intended to be for the benefit of the Bondholders, and shall be enforceable by any such Bondholders; provided that the right to enforce the provisions of its undertakings shall be limited to a right to obtain specific enforcement of its obligations hereunder. Failure by Banco Santander Puerto Rico to comply with the undertakings will not constitute an event of default under the Loan Agreement, the Trust Agreement or the Bonds. Failure by Banco Santander Puerto Rico to comply with the undertakings must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, any such failure may adversely affect the transferability and liquidity of the Bonds and their market prices.
No Bondholder may institute any suit, action or proceeding at law or in equity ("Proceeding") for the enforcement of the foregoing covenants or for any remedy for breach thereof, unless such Bondholder shall have filed with Banco Santander Puerto Rico written notice of a request to cure such breach, and Banco Santander Puerto Rico shall have refused to comply within a reasonable time. All Proceedings shall be instituted only as specified in such Continuing Disclosure Agreement in any Federal or Commonwealth court located in the Municipality of San Juan, and for the equal benefit of all Bondholders of the outstanding Bonds benefitted by the same or a substantially similar covenant, and no remedy shall be sought or granted other than specific performance by Banco Santander Puerto Rico of the covenant at issue. Notwithstanding the foregoing, no challenge to the adequacy of the information provided in accordance with the filings mentioned above may be prosecuted by any Bondholder except in compliance with the remedial and enforcement provisions contained in the Trust Agreement. SeeThe Trust Agreement - Enforcement of Remedies.
The above covenants may only be amended or waived if:
(1) the amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of Banco Santander Puerto Rico; the covenants, as amended, or the provision as waived, would have complied with the requirements of the Rule at the time of award of the Bonds, after taking into account any amendments or change in circumstance; and the amendment does not materially impair the interests of the Bondholders, as determined by parties unaffiliated with Banco Santander Puerto Rico, or
(2) all or any part of the Rule, as interpreted by the staff of the SEC at the date of the adoption of such interpretation, ceases to be in effect for any reason, and Banco Santander Puerto Rico elects that the above covenants shall be deemed amended accordingly.
Any assertion of beneficial ownership must be filed, with full documentary support, as part of the written request described above.
PUERTO RICO INDUSTRIAL, TOURIST, EDUCATIONAL
MEDICAL AND ENVIRONMENTAL CONTROL FACILITIES
FINANCING AUTHORITY
By:/s/Carlos Colón De Armas
Executive Director
APPROVED:
BANCO SANTANDER PUERTO RICO
By:/s/Juan Arenado
President
APPENDIX I
[FORM OF OPINION OF BOND COUNSEL]
August , 2000
Puerto Rico Industrial, Tourist,
Educational, Medical and Environmental
Control Facilities Financing Authority
San Juan, Puerto Rico
Ladies and Gentlemen:
We have examined Act No. 121 of the Legislature of Puerto Rico, approved June 27, 1977, as amended (the "Act"), creating the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (the "Authority"), a body corporate and politic constituting a public corporation and governmental instrumentality of the Commonwealth of Puerto Rico (the "Commonwealth").
We have also examined certified copies of the resolution of the Authority authorizing the execution and delivery of the Trust Agreement and the Loan Agreement, each hereinafter referred to, and certified copies of the proceedings and other proofs submitted relative to the authorization, issuance and sale of the following bonds (the "Bonds"):
$26,000,000
Puerto Rico Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing Authority
Revenue Bonds, Series C
(AFICA - SANTANDER Loan Program)
maturing on December 1, 2020, bearing interest at the rate, subject to redemption and having such other details, all as set forth in a Trust Agreement, dated the date hereof (the "Trust Agreement"), by and between the Authority and State Street Bank and Trust Company, N.A., New York, New York, trustee (the "Trustee"), and the resolution of the Authority authorizing the issuance and sale of the Bonds.
The Bonds are being issued for the purpose of providing funds to Banco Santander Puerto Rico (Banco Santander Puerto Rico) to make small and medium size loans to qualified projects under a loan program established by Banco Santander Puerto Rico and pay certain expenses incurred in connection with the issuance and sale of the Bonds.
The Authority will lend the proceeds of the Bonds to Banco Santander Puerto Rico pursuant to a Loan Agreement, dated as of the date hereof (the "Loan Agreement"), by and between the Authority and Banco Santander Puerto Rico. Pursuant to the Loan Agreement, Banco Santander Puerto Rico is obligated to make payments in installments sufficient to pay the principal of, premium, if any, and the interest on the Bonds as the same shall become due and payable. The Loan Agreement and the Trust Agreement provide that the installments shall be paid directly to the Trustee and shall be deposited to the credit of a special fund created by the Trust Agreement and designated "Revenue Bonds, Series C (AFICA-SANTANDER Loan Program) Bond Fund (the "Bond Fund"), which special fund is charged with the payment of the principal of, premium, if any, and interest on the Bonds. In addition, the rights of the Authority under the Loan Agreement, except for certain rights of the Authority, have been assigned to the Trustee.
Reference is made to the opinion of even date hereunder of Fiddler, González & Rodríguez, LLP, San Juan, Puerto Rico, counsel to Banco Santander Puerto Rico, with respect to, among other matters, the organization and good standing of Banco Santander Puerto Rico, the power of Banco Santander Puerto Rico to enter into and perform the Loan Agreement, the due authorization, execution and delivery of said agreement by Banco Santander Puerto Rico and as to the valid and binding nature and effect thereof with respect to Banco Santander Puerto Rico.
As to any questions of fact material to our opinion, we have relied upon representations of the Authority and Banco Santander Puerto Rico contained in the Trust Agreement and the Loan Agreement, the certified proceedings and other certifications of Banco Santander Puerto Rico (including certifications as to the use of Bond proceeds), without undertaking to verify the same by independent investigation. For purposes of this opinion, we assume that Banco Santander Puerto Rico shall comply with all of its covenants in the Loan Agreement, particularly those dealing with the source of income and that the proceeds of the Bonds will be used in accordance with the provisions of the Trust Agreement.
We have also examined one of the Bonds as executed and authenticated.
From such examination and based on the provisions of the laws of the Commonwealth and the United States as now in force, we are of the opinion that:
1. The Act is valid.
2. The proceedings of the Authority in connection with the authorization, issuance and sale of the Bonds and the authorization, execution and delivery by the Authority of the Loan Agreement and the Trust Agreement have been validly and legally taken.
3. The Trust Agreement and the Loan Agreement have been duly authorized, executed and delivered by the Authority and constitute legal, valid and binding obligations of the Authority enforceable in accordance with their terms.
4. The Bonds have been duly authorized, executed and delivered by the Authority and, upon authentication by the Trustee, constitute legal, valid and binding obligations of the Authority, payable solely from the Bond Fund and other available funds to the extent provided in the Trust Agreement, and are entitled to the benefit and security of the Trust Agreement.
5. All rights, title and interest of the Authority in and to the Loan Agreement (except certain rights of the Authority, including its rights to payment of expenses and indemnity) have been validly assigned to the Trustee.
6. The Bonds are not a debt of either the Commonwealth or any of its political subdivisions, other than the Authority, and neither the Commonwealth nor any such political subdivision, other than the Authority, shall be liable thereon.
7. Interest on, and gain on the disposition of, the Bonds is exempt from Commonwealth income and withholdings taxes, including the alternative minimum tax imposed by the Puerto Rico Internal Revenue Code of 1994, as amended (the "PR Code").
8. The Bonds are exempt from Commonwealth property taxes imposed by the Municipal Property Tax Act of 1991, as amended, and interest thereon is exempt from municipal license taxes imposed by the Municipal License Tax Act of 1974, as amended.
9. The Bonds are exempt from Commonwealth gift tax with respect to donors who are residents of the Commonwealth at the time the gift is made and exempt from Commonwealth estate tax with respect to estates of decedents who are residents of the Commonwealth at the time of death, except for United States citizens who did not acquire their United States citizenship solely by reason of birth or residence in the Commonwealth. Other individuals should consult their tax advisors with respect to the precise determination of the estate and gift tax consequences arising from a transfer of the Bonds by inheritance or gift.
10. The Bonds will be considered an obligation of an instrumentality of Puerto Rico for purposes of (i) the non-recognition of gain rules of Section 1112(f)(2)(A) of the PR Code applicable to certain involuntary conversions and (ii) the exemption from the surtax imposed by Section 1102 of the PR Code available to corporations and partnerships that have a certain percentage of their net income invested in obligations of instrumentalities of Puerto Rico and certain other investments.
11. Interest on the Bonds constitutes "industrial development income" under Section 2(j) of the Puerto Rico Industrial Incentives Act of 1963, the Puerto Rico Industrial Incentives Act of 1978, the Puerto Rico Tax Incentives Act of 1987, and the Puerto Rico Tax Incentives Act of 1998, as amended (collectively, the "Acts"), when received by a holder of a grant of tax exemption under any of the Acts that acquired the Bonds with "eligible funds", as such term is defined in the Acts.
12. Interest on the Bonds is not excludable from the gross income of the recipients thereof for federal income tax purposes under Section 103(a) of the United States Internal Revenue Code of 1986, as amended (the "Code").
13. If (i) Banco Santander Puerto Rico is engaged in trade or business in the Commonwealth during each taxable year when interest on the Bonds is paid; (ii) for the three-year period ending with the close of Banco Santander Puerto Rico´ s taxable year immediately preceding the payment of interest on the Bonds more than 20% of Banco Santander Puerto Rico´ s gross income is, was or will be (a) derived from sources within the Commonwealth, as determined under subchapter N of the Code and (b) attributable to the active conduct of a trade or business within the Commonwealth, such determination to be made under Section 861(c)(1)(B)(ii) of the Code and (iii) such interest is not treated as paid by a trade or business conducted by Banco Santander Puerto Rico outside the Commonwealth, such determination to be made under Section 884(f)(1)(A) of the Code and the regulations thereunder, then (a) in the case of an individual who is abona fide resident of the Commonwealth during an entire taxable year, interest on the Bonds received by, or "original issue discount" (within the meaning of the Code and hereafter referred to as "OID") on the Bonds otherwise required to be recognized as gross income and accrued to, such individual during such taxable year, will constitute gross income from sources within the Commonwealth and therefore, is excludable from gross income for purposes of the Code pursuant to section 933(1) thereof, and (b) interest on the Bonds derived by, or OID on the Bonds otherwise required to be recognized as gross income and accrued to, a corporation organized under the laws of the Commonwealth or any other foreign country, as determined for purposes of the Code ("foreign corporations"), is not subject to taxation under the Code, provided that (w) such foreign corporation is not a foreign personal holding company, a controlled foreign corporation or a passive foreign investment company under the Code, (y) such foreign corporation is not treated as a domestic corporation for purposes of the Code and (z) interest on the Bonds and OID is not effectively connected with the conduct of a trade or business in the United States by such foreign corporation.
United States taxpayers, other than individuals who arebona fide residents of the Commonwealth during the entire taxable year, may be subject to federal income tax on any gain realized upon the sale or exchange of the Bonds. Pursuant to Notice 89-40, issued by the United States Internal Revenue Service on March 27, 1989, realized gain on the sale or exchange of Bonds (excluding OID accrued under the Code as of the date of such sale or exchange) by an individual who is abona fide resident of the Commonwealth during the entire taxable year and that is a resident of the Commonwealth for purposes of Section 865(g)(1) of the Code will constitute Commonwealth source income and, therefore, qualify for the exclusion under Section 933(1) of the Code, provided said Bonds do not constitute inventory in the hands of such individual.
The PR Code does not provide rules with respect to the treatment of the excess of the amount due at maturity of a Bond over its initial offering price ("original issue discount"). Under the current administrative practice followed by the Puerto Rico Department of the Treasury, original issue discount is treated as interest. Prospective owners of the Bonds, including but not limited to financial institutions, should be aware that ownership of the Bonds may result in having a portion of their interest expense and other expenses allocable to interest or original issue discount on, and any gain derived on the sale or exchange of, the Bonds disallowed for purposes of computing the regular tax and the alternative minimum tax for Commonwealth income tax purposes.
Other than as described herein, we have not addressed, and we are not opining upon, the federal or Commonwealth income tax consequences to any investor of the ownership of, receipt or accrual on interest on, or disposition of the Bonds.
The enforceability of the Trust Agreement and the Loan Agreement and the obligations of the parties thereto with respect to such documents are subject to bankruptcy, insolvency, fraudulent conveyance, moratorium or reorganization laws and other laws affecting creditors´ rights generally. To the extent that the remedies under the Trust Agreement and the Loan Agreement require or may require enforcement by a court of equity, the enforceability thereof may be limited by such principles of equity as the court having jurisdiction may impose.
Respectfully yours,
[To be signed "Pietrantoni Méndez & Alvarez LLP"]
