Banco Santander Files 6-K, Cites Inside Information

TL;DR

Santander just dropped a 6-K with 'inside info' - could be big.

AI Summary

Banco Santander, S.A. filed a Form 6-K on May 7, 2024, to report inside information. The filing references a notice of inside information dated May 7, 2024, and indicates Santander is the "Offeror" in an unspecified transaction.

Why It Matters

This filing signals that Banco Santander has important, non-public information to disclose, which could impact its stock price and investor decisions.

Risk Assessment

Risk Level: medium — The filing indicates 'inside information' and 'Offeror' status, suggesting a potentially material event that is not yet fully disclosed.

Key Players & Entities

• Banco Santander, S.A. (company) — Registrant and Offeror
• May 7, 2024 (date) — Date of filing and notice

FAQ

Filing Documents

• d835365d6k.htm (6-K) — 62KB
• g835365g0506134048097.jpg (GRAPHIC) — 2KB
• 0001193125-24-132476.txt ( ) — 67KB

From the Filing

6-K FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2024 Commission File Number: 001-12518 Banco Santander, S.A. (Exact name of registrant as specified in its charter) Ciudad Grupo Santander 28660 Boadilla del Monte (Madrid) Spain (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-FForm 40-F Banco Santander, S.A. TABLE OF CONTENTS Item 1 Notice of Inside Information dated May 7, 2024 Item 1 Banco Santander, S.A., ( Santander or the Offeror ) in accordance with the provisions of the securities market legislation, communicates the following: INSIDE INFORMATION Santander announces that it is inviting holders of its outstanding 1,500,000,000 4.75 per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (ISIN: XS1793250041) (the Preferred Securities ) to tender their Preferred Securities for purchase by the Offeror for cash in an aggregate nominal amount of up to the Maximum Acceptance Amount (as defined below), subject to pro rata scaling, if applicable, and subject to applicable law and regulation and the offer and distribution restrictions and the satisfaction or waiver of the New Financing Condition (as defined below) and the other conditions described in the tender offer memorandum dated 7 May 2024 (the Tender Offer Memorandum ) (the Offer ). Description of Preferred Securities ISIN Outstanding Nominal Amount First Optional Redemption Date Purchase Price Amount subject to the Offer 1,500,000,000 4.75 per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities XS1793250041 1,500,000,000 19 March 2025 100 per cent. announced as soon as practicable after the pricing of the New Preferred Securities, subject to the right of the Offeror to increase or decrease such amount in its sole and absolute discretion THE OFFER WILL COMMENCE ON 7 MAY 2024 AND WILL EXPIRE AT 5.00 P.M. (CET TIME) ON 15 MAY 2024 (THE EXPIRATION TIME) UNLESS EXTENDED, WITHDRAWN, AMENDED OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE OFFEROR. THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM MAY BE EARLIER THAN THE ABOVE DEADLINE. The Offer is made on the terms and subject to the conditions (including the New Financing Condition) contained in the Tender Offer Memorandum and should be read in conjunction with the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum. The submission of a valid Tender Instruction through the Clearing Systems will be irrevocable except in the limited circumstances in which the revocation of a Tender Instruction is specifically permitted in accordance with the terms of the Offer. Preferred Securities may only be Offered for Sale in multiples of 200,000, being the liquidation preference of the Preferred Securities. Rationale for the Offer The rationale for the Offer is to efficiently manage the Offerors Tier 1 capital position and optimise the liquidity and debt maturity profile of the Offeror. Preferred Securities purchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Preferred Securities which have not been validly submitted and accepted for purchase pursuant to the Offer will remain outstanding. New Preferred Securities and New Financing Condition The Offeror also announces its intention to issue a new series of euro-denominated non-step-up non-cumulative contingent convertible perpetual preferred tier 1 securities (the New Preferred Securities ). Whether the Offeror will accept for purchase any Preferred Securities validly tendered in the Offer is subject, without limitation, to (unless such condition is waived by the Offeror in its sole and absolute discretion) the successful completion (in the sole determination of the Offeror) of the issue of the New Preferred Securities (the New Financing Condition ). The New Preferred Securities are being offered outside the United States to non-U.S. persons, pursuant to the provisions of Regulation S ( Regulation S ) of the United States Securities Act of 1933, as amended (the Securities Act ). The New Preferred Securities will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act. Any investment decision to purchase any New Preferred Securities shou

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View this 6-K filing on SEC EDGAR