On May 31, 2024, Santander Holdings USA, Inc. (the “Company”) completed the public offer and sale of $500,000,000 aggregate principal amount of its 6.124% Fixed-to-Floating Rate Senior Notes due 2027 (the “2027 Notes”) and $750,000,000 aggregate principal amount of its 6.342% Fixed-to-Floating Rate Senior Notes due 2035 (the “2035 Notes” and, collectively with the 2027 Notes, 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 Thirty-Fourth Supplemental Indenture, dated as of May 31, 2024 (the “Thirty-Fourth Supplemental Indenture”), between the Company and the Trustee. The Notes were sold pursuant to an underwriting agreement, dated as of May 28, 2024 (the “Underwriting Agreement”), between the Company and Santander US Capital Markets LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein.
The Underwriting Agreement, the Senior Debt Indenture, the Eighth Supplemental Indenture, the Thirty-Fourth Supplemental Indenture and the Notes are more fully described in the prospectus supplement filed with the Securities and Exchange Commission (the “Commission”) on May 30, 2024 to the accompanying prospectus filed with the Commission on December 15, 2023 as part of the Company’s Registration Statement on Form S-3 (File No. 333-276089) (the “Registration Statement”).
The Underwriting Agreement, the Senior Debt Indenture, the Eighth Supplemental Indenture, the Thirty-Fourth Supplemental Indenture and the form of the Notes are attached to this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, and 4.5, 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 Thirty-Fourth Supplemental Indenture and the form 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 Form 8-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.
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Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated as of May 28, 2024, by and between Santander Holdings USA, Inc. and Santander US Capital Markets LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein |
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| 4.1 | | Senior Debt Indenture, dated as of April 19, 2011, by and 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 Form 8-K filed on April 19, 2011) |
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| 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 Form 8-K filed on March 1, 2017) |
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| 4.3 | | Thirty-Fourth Supplemental Indenture, dated as of May 31, 2024, by and between Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee |
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| 4.4 | | Form of 6.124% Fixed-to-Floating Rate Senior Notes due 2027 (included in Exhibit 4.3) |
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| 4.5 | | Form of 6.342% Fixed-to-Floating Rate Senior Notes due 2035 (included in Exhibit 4.3) |
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| 5.1 | | Opinion of Wachtell, Lipton, Rosen & Katz |
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| 5.2 | | Opinion of McGuireWoods LLP |
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| 23.1 | | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1) |
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| 23.2 | | Consent of McGuireWoods LLP (included in Exhibit 5.2) |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
