Filed Pursuant to Rule 433
under the Securities Act
Registration Statement
No. 333-222194
Santander Holdings USA, Inc.
$1,000,000,000 4.450% Senior Notes Due 2021
Pricing Term Sheet
Issuer: | Santander Holdings USA, Inc. (the “Issuer”) | |
Securities: | 4.450% Senior Notes Due 2021 (the “Notes”) | |
Expected Ratings1: | Baa3/BBB+/BBB+ (Moody’s/S&P/Fitch) (all stable) | |
Security Type: | Senior Unsecured Notes | |
Trade Date: | November 28, 2018 | |
Settlement Date: | December 5, 2018 (T+5) | |
Maturity Date: | December 3, 2021 | |
Principal Amount: | $1,000,000,000 | |
Benchmark Treasury: | UST 2.875% due November 15, 2021 | |
Benchmark Treasury Price and Yield: | 100-02 3/4 / 2.844% | |
Spread to Benchmark Treasury: | +167 bps | |
Yield to Maturity: | 4.514% | |
Coupon: | 4.450% | |
Public Offering Price: | 99.823% | |
Net Proceeds: | $995,730,000 (before expenses) | |
Interest Payment Dates: | Interest on the Notes is payable semi-annually in arrears on June 3 and December 3 of each year, beginning June 3, 2019. | |
Redemption: | The Notes will be redeemable in whole or in part by the Issuer on or after the 30th day prior to the maturity date at 100% of the principal amount of the Notes (par), plus accrued and unpaid interest thereon to the date of redemption. Other than as described in the preceding sentence, the Notes are not redeemable prior to maturity. | |
Listing: | The Notes will not be listed on any national securities exchange or included in any automated quotation system. Currently there is no market for the Notes. | |
CUSIP: | 80282KAU0 | |
ISIN: | US80282KAU07 | |
Joint Book-Running Managers: | J.P. Morgan Securities LLC RBC Capital Markets, LLC Santander Investment Securities Inc. UBS Securities LLC | |
Co-Managers: | BMO Capital Markets Corp. BNP Paribas Securities Corp. Wells Fargo Securities, LLC |
The Issuer has filed a registration statement (FileNo. 333-222194) including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. No Senior Floating Rate Notes will be sold pursuant to the prospectus supplement. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling (i) J.P. Morgan Securities LLC collect at1-212-834-4533, (ii) RBC Capital Markets, LLC toll-free at1-866-375-6829, (iii) Santander Investment Securities Inc. toll-free at1-855-403-3636 or (iv) UBS Securities LLC toll-free at1-888-827-7275.
1 | An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the Notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. |