UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): May 31, 2024
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: (800) 493-8219
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Not applicable | Not applicable | Not applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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 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.
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: May 31, 2024 | By: | /s/ Gerard A. Chamberlain | ||||
Name: | Gerard A. Chamberlain | |||||
Title: | Senior Deputy General Counsel and Executive Vice President |