Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Santander Holdings USA, Inc. | d608845dex991.htm |
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): June 29, 2018
Santander Holdings USA, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 1-16581 | 23-2453088 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 75 State Street, Boston, Massachusetts | 02109 | |
| (Address of principal executive offices) | (Zip Code) |
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On June 29, 2018, Santander Holdings USA, Inc. (the “Company”) issued a press release announcing that the Company had priced its previously announced cash tender offer to purchase any and all of its outstanding 2.700% Senior Notes Due 2019. The tender offer is being made exclusively pursuant to an offer to purchase and notice of guaranteed delivery dated June 25, 2018, which set forth the terms and conditions of the tender offer.
Furnished as Exhibit 99.1 and incorporated herein by reference is a copy of the press release announcing the pricing of the tender offer.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation of offers to buy any securities. The tender offer is being made only pursuant to the offer to purchase and the related notice of guaranteed delivery. The tender offer is not being made to holders of securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release issued June 29, 2018 | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued June 29, 2018 | |
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.
| SANTANDER HOLDINGS USA, INC. | ||||||
| Dated: June 29, 2018 | By: | /s/ Gerard A. Chamberlain | ||||
| Name: | Gerard A. Chamberlain | |||||
| Title: | Senior Deputy General Counsel and Senior Vice President | |||||