UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
BANCO SANTANDER, S.A.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
4.750%
Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities
(CUSIP No. 05971K AH2 / ISIN: US05971KAH23)
(Title and CUSIP No. of Class of Securities)
Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid)
Spain
+34 91 276 92 90
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Banco Santander, S.A.
New York Branch
437
Madison Avenue
New York, New York 10022
Attn: David Hermer, Branch Manager
+1 (212) 350-3500
(Name, Address and Telephone Number of Agent for Service)
Copies to:
|
|
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| Pedro J. Bermeo
Davis Polk & Wardwell LLP
450 Lexington Avenue New
York, New York 10017 +1 (212) 450-4000 |
|
Jeffrey Cohen
Linklaters LLP 1290
Avenue of the Americas New York, NY 10104
+1 (212) 903-9014 |
| ☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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☐ |
third-party tender offer subject to Rule 14d-1. |
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☒ |
issuer tender offer subject to Rule 13e-4. |
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☐ |
going-private transaction subject to Rule 13e-3. |
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☐ |
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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INTRODUCTORY STATEMENT
This tender offer statement on Schedule TO (this “Schedule TO”) is being filed pursuant to Rule
13e-4 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the following transactions (the “Offer”) by Banco Santander, S.A. (the
“Offeror”): The Offeror is offering to purchase for cash, on the terms and conditions described in the offer to purchase dated May 27, 2026 (the “Offer to Purchase”), up to $850,000,000 of the outstanding
4.750% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities issued by the Offeror (the
“Securities”).
Item 1. Summary Term Sheet
The information set forth in the Offer to Purchase in the section entitled “Summary Terms of the Offer” is incorporated by reference herein.
Item 2. Subject Company Information
| (a) |
Name and Address. The name of the subject company and Offeror is Banco Santander, S.A. The principal
office of the Offeror is located at Ciudad Grupo Santander 28660, Boadilla del Monte (Madrid), Spain. The telephone number of the Offeror is +34 91 276 92 90. |
| (b) |
Securities. The subject securities are the Securities. As of May 27, 2026, $1,000,000,000 of the
Securities were outstanding. |
| (c) |
Trading Market and Price. The information set forth in the Offer to Purchase in the section entitled
“Market Information and Dividend Policy—Securities” is incorporated by reference herein. |
Item 3. Identity
and Background of Filing Person
| (a) |
Name and address. The Offeror is the filing person and the subject company. The Offeror’s address
and telephone number are set forth in Item 2(a) above. |
As required by General Instruction C to Schedule TO, the following persons are
the directors of the Offeror:
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| Name |
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Title |
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Director Since |
| Ana Botín-Sanz de Sautuola y O’Shea |
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Chairman of the Board of Directors |
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February 4, 1989 |
| Héctor Grisi Checa |
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Group Chief Executive Officer and Director |
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December 20, 2022 |
| Glenn Hogan Hutchins |
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Vice Chairman and Lead Independent Director of the Board of Directors |
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December 20, 2022 |
| José Antonio Álvarez Álvarez |
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Vice Chairman of the Board of Directors |
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November 25, 2014 |
| Juan Carlos Barrabés Cónsul |
|
Director |
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March 22, 2024 |
| Javier Botín-Sanz de Sautuola y O’Shea |
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Director |
|
July 25, 2004 |
| Sol Daurella Comadrán |
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Director |
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November 25, 2014 |
| Henrique de Castro |
|
Director |
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April 12, 2019 |
| Germán de la Fuente Escamilla |
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Director |
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April 1, 2022 |
| Gina Díez Barroso Azcárraga |
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Director |
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December 22, 2020 |
| Luis Isasi Fernández de Bobadilla |
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Director |
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April 3, 2020 |
| Belén Romana García |
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Director |
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December 22, 2015 |
| Pamela Ann Walkden |
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Director |
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October 29, 2019 |
| Antonio Francesco Weiss |
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Director |
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March 22, 2024 |
| Deborah Stern Vieitas |
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Director |
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March 27, 2026 |
As required by General Instruction C to Schedule TO, the following persons are the executive
officers of the Offeror:
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| Name |
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Title |
| Héctor Grisi Checa |
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Group Chief Executive Officer |
| Mahesh Chatta Aditya |
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Group Chief Risk Officer |
| Daniel Barriuso Rojo |
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Global Head of Retail & Commercial Banking and Group Chief Transformation Officer |
| Julia Bayón Pedraza |
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Group Chief Audit Executive |
| Juan Manuel Cendoya Méndez de Vigo |
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Group Head of Communications, Corporate Marketing and Research |
| Manuel Preto |
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Group Chief Accounting Officer |
| José Antonio García Cantera |
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Group Chief Financial Officer |
| Francisco Javier García-Carranza Benjumea |
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Global Head of Wealth Management & Insurance |
| David Hazell |
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Group Chief Compliance Officer |
| José María Linares Perou |
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Global Head of Corporate & Investment Banking |
| Mónica Lopez-Monís Gallego |
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Group Head of Supervisory and Regulatory Relations |
| Juan María Olaizola Bartolomé |
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Group Chief Operating & Technology Officer |
| José Luis de Mora Gil-Gallardo |
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Group Head of Corporate Development and Financial Planning |
| Jaime Pérez Renovales |
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Group General Counsel |
| Nitin Prabhu |
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Global Head of Digital Consumer Bank |
| Javier Roglá Puig |
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Group Head of People, Culture & Organization |
No single person or group of persons controls the Offeror.
The business address and telephone number of each of the above directors and executive officers of the Offeror is c/o Banco Santander, S.A.,
Ciudad Grupo Santander 28660, Boadilla del Monte (Madrid), Spain, telephone number +34 91 276 92 90.
Item 4. Terms of the Transaction
| (a) |
Material Terms. The information set forth in the Offer to Purchase in the sections entitled
“Summary Terms of the Offer,” “The Offer” and “Taxation Considerations” is incorporated by reference herein. |
| |
(i) |
The total number and class of securities sought in the offer. The information set forth in the Offer to
Purchase on the front cover page and in the sections entitled “Summary Terms of the Offer” and “The Offer” is incorporated by reference herein. |
| |
(ii) |
The type and amount of consideration offered to security holders. The information set forth in the Offer
to Purchase in the sections entitled “Summary Terms of the Offer” and “The Offer” is incorporated by reference herein. |
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(iii) |
The scheduled expiration date. The information set forth in the Offer to Purchase in the sections
entitled “Summary Terms of the Offer” and “The Offer” is incorporated by reference herein. |
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(iv) |
Whether a subsequent offering period will be available, if the transaction is a third-party tender
offer. Not applicable. |
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(v) |
Whether the offer may be extended, and if so, how it could be extended. The information set forth in the
Offer to Purchase in the sections entitled “Summary Terms of the Offer” and “The Offer” is incorporated by reference herein. |
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(vi) |
The dates before and after which security holders may withdraw securities tendered in the offer. The
information set forth in the Offer to Purchase in the sections entitled “Summary Terms of the Offer” and “The Offer” is incorporated by reference herein. |
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(vii) |
The procedures for tendering and withdrawing securities. The information set forth in the Offer to
Purchase in the sections entitled “Summary Terms of the Offer” and “The Offer” is incorporated by reference herein. |
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(viii) |
The manner in which securities will be accepted for payment. The information set forth in the Offer to
Purchase in the sections entitled “Summary Terms of the Offer” and “The Offer” is incorporated by reference herein. |
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(ix) |
If the offer is for less than all securities of a class, the periods for accepting securities on a pro rata
basis and the offeror’s present intentions in the event that the offer is oversubscribed. The information set forth in the Offer to Purchase in the sections entitled “Summary Terms of the Offer” and “The Offer” is
incorporated by reference herein. |
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(x) |
An explanation of any material differences in the rights of security holders as a result of the transaction,
if material. Not applicable. |
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(xi) |
A brief statement as to the accounting treatment of the transaction, if material. Not applicable.
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(xii) |
The federal income tax consequences of the transaction, if material. The information set forth in the
Offer to Purchase in the section entitled “Taxation Considerations—Material U.S. Federal Income Tax Considerations” is incorporated by reference herein. |
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(2) |
Mergers or Similar Transactions. Not applicable. |
| (b) |
Purchases. To the Offeror’s knowledge based on reasonable inquiry, no Securities are owned by any
officer, director or affiliate of the Offeror, and therefore, no Securities will be purchased from any officer, director or affiliate of the Offeror in connection with the Offer. |
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
| (e) |
Agreements involving the subject company’s securities. The Offeror has entered into an indenture
dated as of May 12, 2021 (the “Base Indenture”) between the Offeror, as issuer, and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated as of
May 12, 2021 (the “First Supplemental Indenture”) between the Offeror, as issuer, and the Trustee (each of which is filed as an exhibit to this Schedule TO) relating to the Securities. |
Item 6. Purposes of the Transaction and Plans or Proposals.
| (a) |
Purposes of the transaction. The information set forth in the Offer to Purchase in the sections entitled
“Rationale of the Offer” and “The Offer—Purpose of the Offer” are incorporated by reference herein. |
| (b) |
Use of securities acquired. The Securities purchased pursuant to the Offer will be canceled following
settlement of the Offer. |
| (c) |
Plans. There are no plans, proposals or negotiations that relate to or would result in any of the
effects or circumstances described in Items (1), (2), (3), (4), (5), (6), (7), (8), (9) or (10) of Item 1006(c) of Regulation M-A. |
Item 7. Source and Amount of Funds or Other Consideration.
| (a) |
Source of Funds. The Offeror will use the proceeds from a concurrent offering of new AT1 securities or
available cash to pay the tender consideration, any accrued distribution and other expenses associated with the Offer. The information set forth in the Offer to Purchase in the sections entitled “The Offer—Terms of the Offer—Source
of Funds” is incorporated by reference herein. |
| (b) |
Conditions. The information set forth in the Offer to Purchase in the sections entitled “The
Offer—Terms of the Offer—Source of Funds” is incorporated by reference herein. |
| (d) |
Borrowed Funds. The information set forth in the Offer to Purchase in the sections entitled “The
Offer—Terms of the Offer—Source of Funds” is incorporated by reference herein. |
Item 8. Interest in Securities of the Subject Company.
| (a) |
Securities Ownership. None of the Offeror, its affiliates, its directors or executive officers owns any
Securities. |
| (b) |
Securities Transactions. None of the Offeror, its affiliates, its directors or executive officers has
purchased any Securities for its or their own account. |
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
| (a) |
Solicitations or Recommendations. The information in the Offer to Purchase under the headings
“Summary Terms of the Offer,” “The Offer— Dealer Manager and Tender Agent” and “The Offer—Terms of the Offer—No Recommendation” is incorporated by reference herein. |
Item 10. Financial Statements.
| (a) |
Financial Information. The following financial statements and information are incorporated by reference
herein: |
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• |
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The Offeror’s Report on Form
6-K furnished to the SEC on April 1, 2026 relating to certain recast financial information as a result of certain changes to the presentation of the Offeror’s’s financial information
(accession no. 0000891478-26-000037) (the “Recast 6-K”); |
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• |
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The Offeror’s 2025 Annual Report on Form
20-F for the year ended December 31, 2025 filed with the SEC on February 27, 2026 (except with respect to the information and the audited financial statements included therein and superseded by
the information and the audited financial statements included in the Recast 6-K); |
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• |
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Sections 3 and 4 under “Part 1. Consolidated Directors’ Report-Economic and Financial Review”
in the the Offeror’s annual report on Form 20-F for the year ended
December 31, 2024 filed with the SEC on February 28, 2025 (except with respect to the information included therein and superseded by the information included in the Recast 6-K);
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• |
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the Offeror’s Report on Form
6-K filed with the SEC on April 29, 2026 (accession no. 0000891478-26-000048); and |
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• |
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the Offeror’s Report on Form
6-K filed with the SEC on April 29, 2026 (accession no. 0000891478-26-000053). |
Copies of the financial statements incorporated by reference herein pursuant to this Item 10 can be obtained as provided in the Offer to
Purchase under the heading “Incorporation of Information by Reference.”
| (b) |
Pro Forma Information. Not applicable. |
Item 11. Additional Information
| (a) |
Agreements, regulatory requirements and legal proceedings. |
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(2) |
The Offeror is required to comply with U.S. federal and state securities laws and tender offer rules in
connection with the Offer. |
| (c) |
Other material information. The information set forth in the Offer to Purchase is incorporated by
reference herein. |
Item 12.a. Exhibits.
The following are included as exhibits to this Schedule TO:
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| Number |
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Description |
| (a)(1) |
|
Offer to Purchase, dated May 27, 2026. |
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| (a)(2) |
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Not applicable. |
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| (a)(3) |
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Not applicable. |
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| (a)(4) |
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Not applicable. |
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| (a)(5) |
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Press Release. |
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| (b) |
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Not applicable. |
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| (d)(1) |
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Indenture dated as of May
12, 2021 between Banco Santander, S.A., as issuer, and The Bank of New York Mellon, London Branch, as trustee (incorporated herein by reference from Exhibit 4.1 to the Form 6-K filed with the Commission on May 12, 2021 (Accession No. 0001193125-21-159120)). |
|
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| (d)(2) |
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First Supplemental Indenture dated as of May
12, 2021 between Banco Santander, S.A., as issuer, and The Bank of New York Mellon, London Branch, as trustee (incorporated herein by reference from Exhibit 4.2 to the Form 6-K filed with the Commission on May 12, 2021 (Accession No. 0001193125-21-159120)). |
|
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| (g) |
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Not applicable. |
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| (h) |
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Not applicable. |
Item 12.b. Filing Fees
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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| BANCO SANTANDER, S.A. |
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| By: |
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/s/ Silvana Leticia Borgatti Casale |
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Name: Silvana Leticia Borgatti Casale |
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Title: Authorized Signatory
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Date: May 27, 2026
