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): February 21, 2014
Santander Holdings USA, Inc.
(Exact name of registrant as specified in its charter)
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Virginia
(State or other Jurisdiction of Incorporation)
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1-16581
(Commission File Number)
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23-2453088
(IRS Employer Identification No.)
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75 State Street, Boston, Massachusetts
(Address of Principal Executive Offices)
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02109
(Zip Code)
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Registrant’s telephone number, including area code: (617) 346-7200
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))
Item 3.02. Unregistered Sales of Equity Securities.
On February 21, 2014, Santander Holdings USA, Inc. (the “Company”) issued 10,000,000 shares of its common stock, no par value per share (the “Common Stock”), to its parent company, Banco Santander, S.A. (“Banco Santander”), in exchange for cash in the amount of $1.75 billion and the cancellation by Banco Santander of indebtedness between the Company and Banco Santander in the principal amount $750 million. The issuance did not involve any public offering, and was therefore not required to be registered under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof. Following the issuance, the Company has 530,307,043 shares of Common Stock outstanding, which is held by Banco Santander.
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.
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Dated: February 26, 2014
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SANTANDER HOLDINGS USA, INC. | ||
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By:
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/s/ Gerard A. Chamberlain | |
| Name: Gerard A. Chamberlain | |||
| Title: Senior Vice President and Assistant Secretary | |||