UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2020
Commission File Number:001-12518
BANCO SANTANDER, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid
Spain
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F.
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
In connection with the issuance by Banco Santander, S.A. of $1,500,000,000 aggregate principal amount of 2.746% Senior Non Preferred Fixed Rate Notes due 2025 and $1,000,000,000 aggregate principal amount of 3.490% Senior Non Preferred Fixed Rate Notes due 2030, Banco Santander, S.A. is filing the following documents solely for incorporation into the Registration Statement on FormF-3 (FileNo. 333-238243):
Exhibit List
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated May 20, 2020 | |
| 4.1 | Senior Non Preferred Debt Securities Indenture between Banco Santander, S.A., as Issuer and The Bank of New York Mellon, London Branch, as Trustee, dated as of May 28, 2020 | |
| 4.2 | First Supplemental Indenture to the Senior Non Preferred Debt Securities Indenture among Banco Santander, S.A. as Issuer, The Bank of New York Mellon, London Branch, as Trustee, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar, dated as of May 28, 2020 | |
| 4.3 | Form of Global Note for the 2.746% Senior Non Preferred Fixed Rate Notes due 2025 (included in Exhibit A of the First Supplemental Indenture (Exhibit 4.2 to this filing)) | |
| 4.4 | Form of Global Note for the 3.490% Senior Non Preferred Fixed Rate Notes due 2030 (included in Exhibit B of the First Supplemental Indenture (Exhibit 4.2 to this filing)) | |
| 5.1 | Opinion of Uría Menéndez Abogados, S.L.P. | |
| 5.2 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of Uría Menéndez Abogados, S.L.P. (included in Exhibit 5.1 to this filing) | |
| 23.2 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2 to this filing) | |
SIGNATURES
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, thereunto duly authorized.
BANCO SANTANDER, S.A. (Registrant) | ||||||||
| Date: | May 28, 2020 | By: | /s/ José Antonio Soler | |||||
| Name: José Antonio Soler | ||||||||
| Title: Authorized Representative | ||||||||
