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): November 7, 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:
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))
Anticipated Regulatory Action
Santander Holdings USA, Inc. (the “Company”) expects to become subject to a public enforcement action (the “Regulatory Action”) with the Federal Reserve Bank of Boston (the “Federal Reserve”) in the near future. Although the Company has not yet received a draft of such Regulatory Action, the Company believes that the Regulatory Action will require the Company to make enhancements with respect to, among other matters, board and senior management oversight of the consolidated organization, risk management, and new business initiatives.
Forward Looking Statements
This current report on Form 8-K contains forward-looking statements regarding the Company and Santander Bank, N.A. (the “Bank”) within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from current expectations. These risks and uncertainties include, but are not limited to, the final terms of any Regulatory Action. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of the Company are contained in its filings with the SEC, including its reports on Forms 10-K, 10-Q and 8-K. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events unless required by law.
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: November 7, 2014
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SANTANDER HOLDINGS USA, INC.
By: /s/ Gerard A. Chamberlain
Name: Gerard A. Chamberlain
Title: Senior Vice President and
Assistant Secretary
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