Bond Santanderio 3.244% ( USU8029KAM46 ) in USD

Santanderio

98.6414 % ⇌

Spain

USU8029KAM46 ( in USD )

3.244% per year ( payment 2 times a year)

04/10/2026

Prospectus brochure of the bond Santander USU8029KAM46 en USD 3.244%, maturity 04/10/2026

2 000 USD

948 853 000 USD

U8029KAM4

BBB+ ( Lower medium grade - Investment-grade )

N/A

05/10/2025 ( In 60 days )

Santander is a Spanish multinational banking and financial services company headquartered in Santander, Cantabria, Spain.

Santander's USD-denominated bond (ISIN: USU8029KAM46, CUSIP: U8029KAM4), issued in Spain, currently trades at 98.6414% of its face value, offers a 3.244% coupon rate, matures on 04/10/2026, pays semi-annually, has a total issuance size of USD 948,853,000, a minimum trading size of 2,000 bonds, and is rated BBB+ by Standard & Poors.

EX-4.3
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EX-4.3 2 d815255dex43.htm EX-4.3
Exhibit 4.3
EXECUTION VERSION
SANTANDER HOLDINGS USA, INC.
Company
to
DEUTSCHE BANK TRUST COMPANY AMERICAS
Trustee
Twenty-Third Supplemental Indenture
SENIOR DEBT SECURITIES
Dated as of October 4, 2019
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TABLE OF CONTENTS
PAGE
ARTICLE 1 Scope Of Twenty-Third Supplemental Indenture
1
Section 1.01. Scope
1
ARTICLE 2 Definitions
2
Section 2.01. Definitions and Other Provisions of General Application
2
ARTICLE 3 Form And Terms Of The Notes
2
Section 3.01. Form and Dating
2
Section 3.02. Terms of the Notes
2
ARTICLE 4 Supplemental Indentures
6
Section 4.01. Supplemental Indentures
6
ARTICLE 5 Miscellaneous
6
Section 5.01. Trust Indenture Act of 1939
6
Section 5.02. Governing Law
6
Section 5.03. Duplicate Originals
6
Section 5.04. Separability
6
Section 5.05. Ratification
7
Section 5.06. Effectiveness
7
Section 5.07. Successors
7
Section 5.08. Trustee's Disclaimer
7
EXHIBIT A - Form of 3.244% Senior Note due 2026
A-1
i
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TWENTY-THIRD SUPPLEMENTAL INDENTURE
TWENTY-THIRD SUPPLEMENTAL INDENTURE (this "Twenty-Third Supplemental Indenture"), dated as of October 4, 2019, between
SANTANDER HOLDINGS USA, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the "Company"),
having its principal office at 75 State Street, Boston, Massachusetts 02109, and Deutsche Bank Trust Company Americas, a New York banking
corporation, having a corporate trust office at 60 Wall Street, 16th Floor, New York, New York, 10005, as Trustee (the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of April 19, 2011 (the "Base Indenture") to provide for
the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "Securities");
WHEREAS, the Company amended the Base Indenture pursuant to the Eighth Supplemental Indenture, dated as of March 1, 2017, between the
Company and the Trustee (the "Eighth Supplemental Indenture," and the Base Indenture, as amended by the Eighth Supplemental Indenture and as
supplemented by this Twenty-Third Supplemental Indenture, the "Indenture");
WHEREAS, Sections 2.01, 3.01 and 9.01 of the Base Indenture provide that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, without the consent of any Holders, to,
among other things, establish the terms of Securities of any series as permitted by the Indenture;
WHEREAS, the issuance and sale of $ 948,853,000 aggregate principal amount of a new series of the Securities of the Company designated as its
3.244% Senior Notes due 2026 (including any Exchange Notes, the "Notes") have been authorized by resolutions adopted by the board of directors of
the Company;
WHEREAS, the Company desires to issue $948,853,000 aggregate principal amount of the Notes as of the date hereof;
WHEREAS, the Company desires to establish the terms of the Notes;
WHEREAS, all things necessary to make this Twenty-Third Supplemental Indenture a legal and binding supplement to the Base Indenture in
accordance with its terms and the terms of the Base Indenture have been done;
WHEREAS, the Company has complied with all conditions precedent provided for in the Base Indenture relating to this Twenty-Third
Supplemental Indenture; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Twenty-Third Supplemental Indenture.
NOW, THEREFORE:
For and in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee
covenant and agree, for the equal and proportionate benefit of the Holders of the Notes, as follows:
ARTICLE 1
SCOPE OF TWENTY-THIRD SUPPLEMENTAL INDENTURE
Section 1.01. Scope. This Twenty-Third Supplemental Indenture constitutes a supplement to the Base Indenture and an integral part of the
Indenture and shall be read together with the Base Indenture and Eighth Supplemental Indenture as though all the provisions thereof are contained in
one instrument. Except as expressly amended by the Eighth Supplemental Indenture and Twenty-Third Supplemental Indenture, the terms and
provisions of the Base Indenture shall remain in full force and effect. Notwithstanding the foregoing, this Twenty-Third Supplemental Indenture shall
only apply to the Notes.
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ARTICLE 2
DEFINITIONS
Section 2.01. Definitions and Other Provisions of General Application. For all purposes of this Twenty-Third Supplemental Indenture unless
otherwise specified herein:
(a) all terms used in this Twenty-Third Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in
the Base Indenture, as amended by the Eighth Supplemental Indenture;
(b) the provisions of general application stated in Sections 1.02 through 1.15 of the Base Indenture shall apply to this Twenty-Third Supplemental
Indenture, except that the words "herein," "hereof," "hereto" and "hereunder" and other words of similar import refer to this Twenty-Third
Supplemental Indenture as a whole and not to the Base Indenture or any particular Article, Section or other subdivision of the Base Indenture or this
Twenty-Third Supplemental Indenture;
(c) Section 1.01 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by inserting the following additional
defined term in its appropriate alphabetical position:
"Exchange Notes" means the Securities registered with the Commission having terms identical to the Notes and that are issued pursuant to this
Indenture in exchange for outstanding Notes in compliance with the terms of the Registration Rights Agreement.
"Issue Date" means October 4, 2019.
"Registration Rights Agreement" means the registration rights agreement by and among the Company, Barclays Capital Inc., Citigroup Global
Markets Inc. and Santander Investment Securities Inc., dated as of October 4, 2019.
ARTICLE 3
FORM AND TERMS OF THE NOTES
Section 3.01. Form and Dating.
(a) The Notes and the Certificate of Authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations,
a legend or legends or endorsements as may be required to comply with any law or with any rules of any securities exchange or usage. Each Note shall
be dated the date of its authentication.
(b) The terms contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Twenty-
Third Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this Twenty-Third Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.
Section 3.02. Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) Title. The Notes shall constitute a series of Securities having the title "Santander Holdings USA, Inc. 3.244% Senior Notes due 2026," and the
CUSIP numbers shall be "80282K AY2" for Notes offered in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"), "U8029K AM4" for Notes offered in reliance on Regulation S under the Securities Act, and "80282K AZ9" for the Exchange Notes.
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(b) Principal Amount. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended
hereby, shall be $948,853,000 on the Issue Date. Provided that no Covenant Breach or Event of Default has occurred and is continuing with respect to
the Notes, the Company may, without notice to or the consent of the Holders, create and issue additional Securities having the same terms as, and
ranking equally and ratably with, the Notes in all respects and so that such additional Notes will be consolidated and form a single series with, and have
the same terms as to status, redemption or otherwise as, the Notes initially issued.
(c) Person to Whom Interest is Payable. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to
the Person in whose name the Notes are registered at the close of business on the Regular Record Date for such interest, which shall be the close of
business fifteen (15) calendar days (whether or not a Business Day) immediately preceding an Interest Payment Date (September 20 and March 21,
respectively). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner and as provided for in the Base Indenture.
(d) Maturity Date. The entire outstanding principal of the Notes shall be payable on October 5, 2026 (the "Maturity Date").
(e) Interest. The rate at which the Notes shall bear interest shall be 3.244% per annum (the "Applicable Rate"); the date from which interest shall
accrue on the Notes shall be October 4, 2019 or the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest
Payment Dates for the Notes shall be April 5 and October 5 of each year, beginning on April 5, 2020. In the event that any scheduled Interest Payment
Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment Date shall be postponed to the
next succeeding day which is a Business Day (and no interest on such payment will accrue for the period from and after such scheduled Interest
Payment Date). Additional interest will be payable on the Notes in certain circumstances pursuant to the Registration Rights Agreement. Pursuant to the
Registration Rights Agreement, the Company has agreed to use its commercially reasonable best efforts to file an exchange offer registration statement
with respect to an offer to exchange the Notes for substantially identical notes that are registered under the Securities Act (the "SEC Exchange Offer"),
cause the SEC Exchange Offer registration statement to become effective, have such SEC Exchange Offer registration statement remain effective for the
period provided in the Registration Rights Agreement, and consummate the SEC Exchange Offer within 60 days after the effective date of such
registration statement. If a Registration Default (as defined in the Registration Rights Agreement) has occurred, then the annual interest rate borne by the
Notes will be increased by (A) 0.25% per annum for the 90-day period beginning on the day immediately following such Registration Default and from
the date of such Registration Default, and (B) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and
including the earlier of the date such Registration Default is cured or the Notes cease to be Registrable Securities (as defined in the Registration Rights
Agreement), up to a maximum increase of 0.50% per annum. Notwithstanding the foregoing, if at any time more than one Registration Default has
occurred and is continuing with respect to the Notes, the increase in interest rate for the Notes shall apply as if there occurred a single Registration
Default with respect to the Notes that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no
Registration Default with respect to the Notes. Additional interest shall be payable at the same times, in the same manner and to the same persons as
ordinary interest on the Notes. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the Notes
shall be deemed to include any additional interest payable pursuant to the Registration Rights Agreement.
(f) Place of Payment of Principal and Interest. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the
office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts against surrender of any Note in the case of any payment due at the Maturity
Date; provided, however, that (i) if any Note is a Global Security, payments shall be made in respect of such Note pursuant to the Applicable Procedures
of the Depositary as in effect from time to time, and (ii) if any Note is not a Global Security, payment of interest in respect of such Note will be made by
check mailed to the address of the
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Person entitled thereto as such address shall appear in the Security Register at the close of business on the Regular Record Date for such interest.
Notwithstanding the foregoing, if any Note is not a Global Security and has a principal amount of at least $1,000,000, upon request, the Company will
pay any amount that becomes due on such Note by wire transfer of immediately available funds to an account at a bank in New York City, on the due
date. To request such a wire payment, the Holder of such Note must give the Paying Agent appropriate wire transfer instructions at least five Business
Days before the requested wire payment is due. In the case of any interest payment due on an Interest Payment Date, the instructions must be given by
the person or entity who is the Holder on the relevant Regular Record Date. Any wire instructions, once properly given, will remain in effect unless and
until new instructions are given in the manner described above.
(g) Redemption.
(1)
The Notes will be redeemable at the Company's option, in whole or in part, at any time or from time to time, on or after
April 5, 2020 (6 months after the issue date) and prior to August 5, 2026 (or, if additional Notes are issued, beginning 6
months after the issue date of such additional Notes), in each case at a redemption price, plus accrued and unpaid interest
thereon, if any, to, but excluding, the redemption date, equal to the greater of:
a.
100% of the aggregate principal amount of the Notes being redeemed on that redemption date; and
b.
the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being
redeemed that would be due if the Notes to be redeemed matured on August 5, 2026 (not including any portion
of such payments of interest accrued to the redemption date), discounted to the redemption date on a semi-
annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate (as
defined below) plus the Applicable Spread (as defined below).
(2)
On or after August 5, 2026, the Notes will be redeemable, in whole or in part, at any time and from time to time, at the
Company's option at a redemption price equal to 100% of the aggregate principal amount of such Notes being redeemed,
plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
(3)
Solely for the purposes of this Section 3.02(g), the following terms shall have the following meanings:
a.
"Applicable Spread" means 25 basis points.
b.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent
Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to
be redeemed (assuming the notes matured on August 5, 2026) that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to such remaining term.
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c.
"Comparable Treasury Price" means, with respect to any redemption date for notes to be redeemed, (A) if the
Independent Investment Banker obtains four or more applicable Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations after excluding the highest and lowest of such
applicable Reference Treasury Dealer Quotations or (B) if the Independent Investment Banker obtains fewer
than four applicable Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.
d.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company to
act as the "Independent Investment Banker."
e.
"Reference Treasury Dealers" mean, with respect to the notes offered hereby, (A) Barclays Capital Inc.,
Citigroup Global Markets Inc., and a primary U.S. Government securities dealer in the United States (a
"Primary Treasury Dealer") selected by Santander Investment Securities Inc. (or their respective affiliates
which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary
Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company.
f.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any
redemption date for notes to be redeemed, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue for the notes to be redeemed on such redemption
date (expressed in each case as a percentage of its aggregate principal amount) quoted in writing to the
Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
third business day preceding such redemption date. As used in the preceding sentence, "business day" means any
day (other than a Saturday or Sunday) on which banking institutions in The City of New York are not authorized
or obligated by law or executive order to remain closed.
g.
"Treasury Rate" means, with respect to any redemption date applicable to the notes, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue for the notes to be redeemed on
such redemption date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
aggregate principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
(h) Sinking Fund. There shall be no sinking fund for the Notes.
(i) Denomination. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(j) Currency of the Notes. The Notes shall be denominated, and payment of principal and interest of the Notes shall be payable in, the currency of
the United States of America.
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(k) Currency of Payment. The principal of and interest on the Notes shall be payable in the currency of the United States of America.
(l) Defeasance. Article 13 of the Base Indenture shall apply to the Notes.
(m) Registered Form. The Notes shall be issuable as registered Global Securities, and the depositary for the Notes shall be the Depository Trust
Company in The City of New York ("DTC") or any successor depositary appointed by the Company within 90 days of the termination of services of
DTC (or any successor to DTC). Sections 2.04 and 3.05 of the Base Indenture shall apply to the Notes.
(n) Covenants. The covenants set forth in Article 10 of the Base Indenture shall apply to the Notes.
(o) Additional Terms. Other terms applicable to the Notes are as otherwise provided for below.
ARTICLE 4
SUPPLEMENTAL INDENTURES
Section 4.01. Supplemental Indentures. The following paragraph shall be added to the end of Section 9.01 of the Base Indenture and shall only
apply to the Notes:
Notwithstanding the foregoing, without the consent of any Holder of Securities, the Company and the Trustee may amend or supplement the
Indenture or the Securities to conform the terms of the Indenture and the Securities to the description of the Securities in the offering memorandum
dated September 25, 2019 relating to the offering of the Securities (the "Offering Memorandum").
Section 4.02. Amendment of Section 3.09 of the Base Indenture. For purposes of this Twenty-Third Supplemental Indenture only, the third
sentence of Section 3.09 of the Base Indenture is hereby amended and restated in its entirety as follows:
No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except in connection with the
issuance of any Exchange Notes pursuant to the Registration Rights Agreement or as otherwise expressly permitted by this Indenture.
ARTICLE 5
MISCELLANEOUS
Section 5.01. Trust Indenture Act of 1939. This Twenty-Third Supplemental Indenture shall incorporate and be governed by the provisions of the
Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.
Section 5.02. Governing Law. This Twenty-Third Supplemental Indenture and the Notes shall be governed by and construed in accordance with
the law of the State of New York, without regard to principles of conflicts of law.
Section 5.03. Duplicate Originals. The parties may sign any number of copies of this Twenty-Third Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.
Section 5.04. Separability. In case any provision in this Twenty-Third Supplemental Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
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Section 5.05. Ratification. The Base Indenture, as amended by the Eighth Supplemental Indenture and as supplemented and amended by this
Twenty-Third Supplemental Indenture, is in all respects ratified and confirmed. The Base Indenture, the Eighth Supplemental Indenture and this
Twenty-Third Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Twenty-Third
Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless not permitted by law. The Trustee accepts the trusts
created by the Base Indenture, as amended by the Eighth Supplemental Indenture and as supplemented by this Twenty-Third Supplemental Indenture,
and agrees to perform the same upon the terms and conditions of the Base Indenture, as amended by the Eighth Supplemental Indenture and as
supplemented by this Twenty-Third Supplemental Indenture.
Section 5.06. Effectiveness. The provisions of this Twenty-Third Supplemental Indenture shall become effective as of the date hereof.
Section 5.07. Successors. All agreements of the Company in this Twenty-Third Supplemental Indenture shall bind its successors. All agreements
of the Trustee in this Twenty-Third Supplemental Indenture shall bind its successors.
Section 5.08. Trustee's Disclaimer. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no
responsibility for their correctness. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Twenty-Third Supplemental Indenture, the Notes, or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Third Supplemental Indenture to be duly executed as of the date set forth
above.
SANTANDER HOLDINGS USA, INC.
as the Company
Attest
By:
/s/ Andrew Kang
By:
/s/ Andrew Withers
Name:
Andrew Kang
Name:
Andrew Withers
Title:
Treasurer
Title:
Senior Vice President
SIGNATURE PAGE TO TWENTY-THIRD SUPPLEMENTAL INDENTURE
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