Banco Santander Files 6-K Report

TL;DR

Santander filed a 6-K, acting as an offeror. Details TBD.

AI Summary

On May 16, 2024, Banco Santander, S.A. filed a Form 6-K to report other relevant information. The filing indicates that Banco Santander, S.A. is acting as an "Offeror" in an unspecified transaction. Further details regarding the nature of this offer or transaction are not provided in this excerpt.

Why It Matters

This filing signals that Banco Santander is engaged in a corporate action or offering that may impact its shareholders or the market. Investors should look for further disclosures to understand the specifics.

Risk Assessment

Risk Level: low — The filing is a standard disclosure report (6-K) and does not contain specific financial or operational risks at this stage.

Key Players & Entities

• Banco Santander, S.A. (company) — Registrant and Offeror
• 001-12518 (other) — SEC File Number
• May 16, 2024 (date) — Filing Date

FAQ

Filing Documents

• d829318d6k.htm (6-K) — 24KB
• g829318g11v02.jpg (GRAPHIC) — 8KB
• 0001193125-24-140179.txt ( ) — 36KB

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 Report of Other Relevant Information dated May 16, 2024 Item 1 Banco Santander, S.A., ( Santander or the Offeror ) in accordance with the provisions of the securities market legislation, communicates the following: OTHER RELEVANT INFORMATION Further to the communications made on 7 May 2024 (registered under numbers 2235 and 28485) regarding the invitation by Santander to 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 (the Offer ), the Offeror now announces the results of the Offer. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum. The Expiration Time for the Offers was 5.00 p.m. (CET) on 15 May 2024. The Offeror hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions (including the New Financing Condition) set out in the Tender Offer Memorandum and at the relevant Purchase Price, all Preferred Securities validly offered for Sale pursuant to the Offer, without pro-ration, in an aggregate nominal amount of 1,312,400,000 (the Acceptance Amount) representing 87.49% of the outstanding nominal amount of the Preferred Securities, as set out in the table below. Description of Preferred Securities ISIN Outstanding Nominal Amount First Optional Redemption Date Purchase Price Acceptance Amount Pro-ration factor 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. 1,312,400,000 N/A Preferred Securities purchased by the Offeror pursuant to the Offer will be cancelled by the Offeror and will not be re-issued or re-sold. Preferred Securities which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offer will remain outstanding. Following the Settlement Date, there will be an outstanding nominal amount of Preferred Securities of 187,600,000 Payment of the Tender Consideration in respect of the Preferred Securities accepted for purchase by the Offeror will occur on the Settlement Date for the Offer which is expected to be 20 May 2024. Any requests for information in relation to the Offers should be directed to the Dealer Managers or the Tender Agent whose contact details are listed below. DEALER MANAGERS Banco Santander, S.A. Ciudad Grupo Santander Avenida de Cantabria s/n 28660 Madrid, Spain Attn: Liability Management Email: liabilitymanagement@gruposantander.com Santander US Capital Markets LLC 437 Madison Avenue, 10th Floor New York, New York 10022 United Tel (U.S. Toll Free): +1 (855) 404-3636 Tel (collect): +1 (212) 350-0660 Attn: Liability Management Team Email: AmericasLM@santander.us THE TENDER AGENT Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Tel: +44 20 7704 0880 Attn: Alessandro Zorza Email: santander@is.kroll.com Website: https://deals.is.kroll.com/santander Boadilla del Monte (Madrid), 16 May 2024 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Qualifying Holder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose poss

View Full Filing

View this 6-K filing on SEC EDGAR