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): April 13, 2011
Santander Holdings USA,
Inc.
(Exact name of registrant as
specified in its charter)
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Virginia |
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1-16581 |
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23-2453088 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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75 State Street, Boston,
Massachusetts
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02109 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (617) 346-7200
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n/a
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(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events
In late 2010, Sovereign Bank (the Association), a wholly owned subsidiary of Santander
Holdings USA, Inc. (the Company), underwent an examination by the Office of Thrift Supervision
(the OTS), its primary federal banking regulator, as part of an interagency horizontal review of
foreclosure practices at 14 mortgage servicers. Based on the results of this review, the
Association has consented to the issuance of a Consent Order (the Order) by the OTS, without
admitting or denying that grounds exist for the OTS to initiate an administrative action.
The Order, which is attached hereto as Exhibit
99.1, requires the Association to take a number of actions, including designating a committee to
monitor and coordinate the Associations compliance with the provisions of the Order, developing
and implementing plans to improve the Associations mortgage servicing and foreclosure practices
and taking certain other remedial actions. The Association must also retain an independent
consultant to conduct a review of certain foreclosure actions or proceedings for loans serviced by
the Association. On its own initiative in October 2010, the Association began a comprehensive review of its foreclosure
processes. Based on the results of that review, the Association took corrective action to address
deficiencies in its mortgage foreclosure practices and is in the process of implementing additional
measures to address the issues raised in the Order. The Company estimates that it and the Association will incur costs of approximately $7 million relating to compliance with the Order, including expenses for consultants, additional staffing and certain legal expenses. The Company and the Association may incur further expenses related to compliance with the Order. This estimate does not include any related civil money penalties.
The Order will remain in effect until modified or terminated by the OTS, or its successor
agencies. Any material failure to comply with the provisions of the Order could result in
enforcement actions by the OTS, or its successor agencies. While the Association intends to take
such actions as may be necessary to enable the Association to comply fully with the provisions of
the Order, and the Association is currently aware of no impediment to achieving full compliance
with the Order, there can be no assurance that the Association will be able to comply fully with
the provisions of the Order, or to do so within the timeframes required, or that compliance with
the Order will not be more time consuming, more expensive, or require more managerial time than
anticipated. The Association may also be subject to civil money penalties, however the Association
is unable to determine the likelihood or amount of such penalties at this time.
The Order attached hereto as Exhibit 99.1 contains additional details regarding these matters.
Item 9.01 Financial Statements and Exhibits.
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(d) |
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Exhibits. The exhibit listed in the Exhibit Index accompanying this Current
Report on Form 8-K is filed herewith. |
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 hereunto duly authorized.
SANTANDER HOLDINGS
USA, INC.
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By:
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/s/ Christopher K. Pfirrman |
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Name:
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Christopher K. Pfirrman |
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Title:
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Assistant Secretary |
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Dated: April 14, 2011
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