UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 22, 2017
Santander Holdings USA, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 1-16581 | 23-2453088 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 75 State Street, Boston, Massachusetts | 02109 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code:(617) 346-7200
n/a
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 8.01 | Other Events |
On March 22, 2017, Santander Bank, N.A. (the “Bank”), a national bank and wholly-owned subsidiary of Santander Holdings USA, Inc. (the “Company”), issued a press release announcing that the Bank has commenced cash tender offers to purchase any and all of its outstanding (i) 2.00% Senior Notes due 2018 and (ii) Senior Floating Rate Notes due 2018. The tender offers are being made exclusively pursuant to an offer to purchase and notice of guaranteed delivery dated March 22, 2017, which sets forth the terms and conditions of the tender offers.
Furnished as Exhibit 99.1 and incorporated herein by reference is a copy of the press release announcing the tender offers.
This Current Report on Form8-K is neither an offer to sell nor a solicitation of offers to buy any securities. The tender offers are being made only pursuant to the offer to purchase and the related notice of guaranteed delivery. The tender offers are not being made to holders of securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
Exhibit | Description | |
| 99.1 | Press Release dated March 22, 2017 | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SANTANDER HOLDINGS USA, INC. | ||||||
| Dated: March 22, 2017 | By: | /s/ Gerard A. Chamberlain | ||||
| Name: | Gerard A. Chamberlain | |||||
| Title: | Senior Vice President and Assistant Secretary | |||||
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EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | Press Release, dated March 22, 2017 | |
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