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): November 28, 2018
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
On December 5, 2018, Santander Holdings USA, Inc. (the “Company”) completed the public offer and sale of $1,000,000,000 aggregate principal amount of its 4.450% Senior Notes due 2021 (the “Notes”). The Notes were issued pursuant to a Senior Debt Indenture, dated as of April 19, 2011 (the “Senior Debt Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended by an Eighth Supplemental Indenture, dated as of March 1, 2017 (the “Eighth Supplemental Indenture”), between the Company and the Trustee and as supplemented by a Nineteenth Supplemental Indenture, dated as of December 5, 2018 (the “Nineteenth Supplemental Indenture”), between the Company and the Trustee. The Notes were sold pursuant to an underwriting agreement, dated as of November 28, 2018 (the “Underwriting Agreement”), between the Company and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Santander Investment Securities Inc. and UBS Securities LLC, as representatives of the several underwriters listed therein.
The Underwriting Agreement, the Senior Debt Indenture, the Eighth Supplemental Indenture, the Nineteenth Supplemental Indenture and the Notes are more fully described in the prospectus supplement filed with the Securities and Exchange Commission (the “Commission”) on November 30, 2018 to the accompanying prospectus filed with the Commission on December 20, 2017 as part of the Company’s Registration Statement on FormS-3 (FileNo. 333-222194) (the “Registration Statement”).
The Underwriting Agreement, the Senior Debt Indenture, the Eighth Supplemental Indenture, the Nineteenth Supplemental Indenture and forms of the Notes are attached to this Current Report on Form8-K as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated into this Item 8.01 by reference. The foregoing descriptions of the Underwriting Agreement, the Senior Debt Indenture, the Eighth Supplemental Indenture, the Nineteenth Supplemental Indenture and forms of the Notes do not purport to be complete and are qualified in their entirety by reference to the exhibits attached hereto.
This Current Report on Form8-K is being filed, in part, for the purpose of filing the attached documents as exhibits to the Registration Statement in connection with the issuance of the Notes, and such exhibits are hereby incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of November 28, 2018, between Santander Holdings USA, Inc. and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Santander Investment Securities Inc. and UBS Securities LLC, as representatives of the several underwriters listed therein | |
| 4.1 | Senior Debt Indenture, dated as of April 19, 2011, between Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.1 to Santander Holdings USA, Inc.’s Current Report on Form8-K filed on April 19, 2011) | |
| 4.2 | Eighth Supplemental Indenture, dated as of March 1, 2017, by and between Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to Santander Holdings USA, Inc.’s Current Report on Form8-K filed on March 1, 2017) | |
| 4.3 | Nineteenth Supplemental Indenture, dated as of December 5, 2018, by and between Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee | |
| 4.4 | Form of 4.450% Senior Notes due 2021 (included in Exhibit 4.3) | |
| 5.1 | Opinion of Wachtell, Lipton, Rosen & Katz | |
| 5.2 | Opinion of McGuireWoods LLP | |
| 23.1 | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1) | |
| 23.2 | Consent of McGuireWoods LLP (included in Exhibit 5.2) | |
EXHIBIT INDEX
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: December 5, 2018 | By: | /s/ Gerard A. Chamberlain | ||||
| Name: | Gerard A. Chamberlain | |||||
| Title: | Senior Deputy General Counsel and Senior Vice President | |||||
