By Mary-Katherine Stinson and Cristal Cody
Lexington, Ky., March 12 – Banco Santander, SA priced three tranches of senior notes (Baa1/ A-/ A-) and a tranche of subordinated notes (Baa2/BBB+/BBB) totaling $4 billion on Monday, according to a market source and FWPs filed with the Securities and Exchange Commission.
The $400 million of senior non preferred callable floating-rate notes due 2028 priced at par with a coupon of compounded SOFR plus 138 basis points. Price talk was SOFR plus equivalent.
A second tranche of $1.1 billion 5.552% senior non preferred callable fixed-to-fixed rate notes due 2028 priced at par, or Treasuries plus 125 bps, after price talk in the Treasuries plus 150 bps area.
Finally, Banco Santander sold $1.25 billion of 5.538% senior non preferred callable fixed-to-fixed rate notes due 2030 at par, or 145 bps above Treasuries. Price talk was in the Treasuries plus 170 bps area.
The floaters are callable in full at par on March 14, 2027, one year before maturity.
The interest rate of the fixed-to-fixed rate note tranches will reset one year before maturity, which is also the optional redemption date. The notes are redeemable, in full, on that date at par plus interest.
The notes are also callable anytime for taxation reasons or because of a TLAC/MREL disqualification event.
Substantially concurrently with the senior notes, the bank sold a $1.25 billion tranche of 6.35% tier 2 subordinated fixed-rate notes due 2034 via a separate offering. The notes priced at par, or Treasuries plus 225 bps, after talk in the Treasuries plus 245 bps area.
The subordinated notes are only redeemable due to taxation events or a capital disqualification event.
The offerings were not conditioned on each other.
Barclays, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Jefferies LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC and TD Securities (USA) LLC are the joint bookrunners for both offerings.
Proceeds from both offerings are earmarked to be used for general corporate purposes.
Santander intends to list the notes on the New York Stock Exchange.
Based in Madrid, the issuer is the parent bank of a group that operates principally in Spain, the United Kingdom, other European countries, Brazil and other Latin American countries and the United States.
| Issuer: | Banco Santander, SA
|
| Amount: | $4 billion
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| Bookrunners: | Santander US Capital Markets LLC, Barclays, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Jefferies LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SG Americas Securities, LLC and TD Securities (USA) LLC
|
| Co-leads: | CaixaBank, SA, CIBC World Markets Corp., Penserra Securities LLC and Roberts & Ryan, Inc.
|
| Trustee: | Bank of New York Mellon, London Branch
|
| Counsel to issuer: | Davis Polk & Wardwell LLP
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| Counsel to underwriters: | Uria Menendez Abogados, SLP and Linklaters LLP
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| Trade date: | March 11
|
| Settlement date: | March 14
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| Distribution: | SEC registered
|
|
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| Floaters due 2028
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| Amount: | $400 million
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| Issue: | Senior non preferred callable floating-rate notes, series SNP-217
|
| Maturity: | March 14, 2028
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| Coupon: | SOFR plus 138 bps
|
| Price: | Par
|
| Yield: | SOFr plus 138 bps
|
| Call features: | In whole on March 14, 2027
|
| Ratings: | Moody’s: Baa1
|
| S&P: A-
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| Fitch: A-
|
| Price talk: | SOFR plus equivalent
|
| Cusip: | 05964HBC8
|
|
|
| 2028 notes
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| Amount: | $1.1 billion
|
| Issue: | Senior non preferred callable fixed-to-fixed rate notes, series SNP-218
|
| Maturity: | March 14, 2028
|
| Coupon: | 5.552% initially; resets on March 14, 2027 to Treasuries plus 125 bps
|
| Price: | Par
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| Yield: | 5.552%
|
| Spread: | Treasuries plus 125 bps
|
| Call features: | In whole on March 14, 2027
|
| Ratings: | Moody’s: Baa1
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| S&P: A-
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| Fitch: A-
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| Price talk: | Treasuries plus 150 bps area
|
| Cusip: | 05964HBA2
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|
|
| 2030 notes
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| Amount: | $1.25 billion
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| Issue: | Senior non preferred callable fixed-to-fixed rate notes, series SNP-219
|
| Maturity: | March 14, 2030
|
| Coupon: | 5.538% initially; resets on March 14, 2029 to Treasuries plus 145 bps
|
| Price: | Par
|
| Yield: | 5.538%
|
| Spread: | Treasuries plus 145 bps
|
| Call features: | In whole on March 14, 2029
|
| Ratings: | Moody’s: Baa1
|
| S&P: A-
|
| Fitch: A-
|
| Price talk: | Treasuries plus 170 bps area
|
| Cusip: | 05964HBB0
|
|
|
| 2034 subordinated notes
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| Amount: | $1.25 billion
|
| Issue: | Tier 2 subordinated fixed-rate notes
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| Maturity: | March 14, 2034
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| Coupon: | 6.35%
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| Price: | Par
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| Yield: | 6.35%
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| Spread: | Treasuries plus 225 bps
|
| Ratings: | Moody’s: Baa2
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| S&P: BBB+
|
| Fitch: BBB
|
| Price talk: | Treasuries plus 245 bps area
|
| Cusip: | 05964HBD6
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