Santander Holdings USA, Inc 8-K, filed Jul 15, 2021
Santander Holdings USA, Inc. (SNUS-PH)
8-K
2021-07-15
For: 2021-07-15
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Added on
August 21, 2026
About this 8-K
Santander Holdings USA, Inc filed this 8-K on July 15, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): July 15, 2021
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation)
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(Commission File
Number) |
(I.R.S. Employer
Identification Number)
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(Address of principal executive offices) (Zip Code)
(617 )
346-7200
(Registrant’s telephone number, including
area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange
On Which Registered
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Not applicable
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Not applicable | Not applicable |
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 ☐
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Item 7.01
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Regulation FD Disclosure
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On July 15, 2021, Santander Holdings USA, Inc. (the “Company”) announced that it had entered
into an agreement to acquire Amherst Pierpont Securities LLC (“Amherst Pierpont”), a New York-based market-leading independent fixed income broker-dealer. Upon consummation of the transaction, Amherst Pierpont would become a wholly-owned
subsidiary of the Company. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference for purposes of this Section 7.01.
Cautionary Statement Regarding Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Any statements about our expectations, beliefs, plans, or future events are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as
“anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “looking forward,” “would,” “hopes,” “assumes,” “estimates,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar
words or phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date on which the statements are made, these statements are not guarantees of future performance and
involve risks and uncertainties that are subject to change based on various important factors and assumptions, some of which are beyond our control. Among the factors that could cause actual results to differ from those reflected in
forward-looking statements include, without limitation, risks related to the COVID-19 pandemic on the global economy and financial markets, the timing, receipt and terms and conditions of any required governmental or regulatory
approvals of the acquisition that could reduce the anticipated benefits of or cause the parties to abandon the acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the
acquisition, the risk that the parties may not be able to satisfy the conditions to completion of the acquisition, the risk of any unexpected costs or expenses resulting from the acquisition, the risk of loss by Amherst Pierpont of
customers, employees or business as a result of the announcement or pendency of the acquisition, risks relating to the ongoing operation of the Amherst Pierpont business following the completion of the transaction, and the risks and
uncertainties described in our filings with securities regulators. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the
forward-looking statements contained in this filing. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by
us or any other person that our expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Readers are cautioned not to place undue reliance on our forward-looking statements, and we undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Any forward-looking statements only speak as of the date of this
filing, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to us are expressly
qualified by these cautionary statements.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit 99.1
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Exhibit 104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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 thereunto duly authorized.
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SANTANDER HOLDINGS USA, INC.
(Registrant)
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| By: |
/s/ Gerard A. Chamberlain |
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Gerard A. Chamberlain
Title: Senior Deputy General Counsel and Executive Vice President
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| Date: July 15, 2021 |
EXHIBIT 99.1
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Santander to acquire Amherst Pierpont,
a leading U.S. fixed-income broker dealer
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Highly complementary acquisition, transforming Santander’s Corporate & Investment Banking structuring and distribution capabilities in fixed income capital markets
and securitized products.
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Madrid/Boston, 15 July 2021 - PRESS RELEASE
Banco Santander today announced that Santander Holdings USA, the bank’s US holding company, has reached an agreement to acquire Amherst Pierpont Securities, a market-leading
independent fixed-income broker dealer, through the acquisition of its parent holding company, Pierpont Capital Holdings LLC, for a total consideration of approximately $600 million (c.€500 million). Amherst Pierpont will become part of
Santander Corporate & Investment Banking (Santander CIB) global business line.
Amherst Pierpont is a leading independent broker-dealer based in the US, with a premier fixed-income and structured product franchise. It was designated a primary dealer of
U.S. Treasuries by the Federal Reserve Bank of New York in 2019 and is currently one of only three non-banks to hold that designation. Amherst Pierpont has approximately 230 employees serving more than 1,300 active institutional clients from
its headquarters in New York and offices in Chicago, San Francisco, Austin, other US locations and Hong Kong.
Completion of the acquisition significantly enhances Santander CIB’s infrastructure and capabilities in market making of US fixed income capital markets, provides a platform
for self-clearing of fixed income securities for the group globally, grows its institutional client footprint, and expands its structuring and advisory capabilities for asset originators in the real estate and specialty finance markets. The
combined platform will also have strong capabilities in corporate debt and securities finance across the US and emerging markets. The acquisition creates a comprehensive suite of fixed income and debt products and services that will drive
deeper and more valuable relationships across its respective client bases.
Ana Botín, Santander Group executive chairman, said: “This acquisition is consistent with our customer focused strategy and our commitment to profitable growth in the USA. It
complements our product offerings and capabilities allowing us to strengthen our relationships with our corporate and institutional clients. The Amherst Pierpont team brings a successful track record and experience in delivering value to its customers across the US. We look forward to incorporating their many strengths into our very
successful and growing CIB organization.”
Joe Walsh, Amherst Pierpont chief executive officer, said: “Santander Group
is one of the world’s most respected financial institutions and an ideal partner for our growing franchise. With Santander’s global reach we will be able to significantly expand our product offering, grow our client base and increase the
level of service we can provide to our clients. We are pleased to achieve this important milestone for our platform and look forward to working with the Santander CIB team to deliver the full potential of this combination.”
Amherst Pierpont has generated attractive returns, with an average return on equity (RoE) of c.15% since 2016. In 2020 it generated a RoE of 28% and an estimated return on
risk weighted assets of 3%.
The acquisition of Amherst Pierpont is expected to be c.1% accretive to group earnings per share and generate a return on invested capital of c.11% by year 3 (post-synergies),
with a -9 basis point impact on group capital at closing. As of 31 March 2021, the group’s CET1 capital ratio was above its target range of 11-12%.
The transaction is expected to close by the end of the first quarter of 2022, subject to regulatory approvals and customary closing conditions.
Wachtell, Lipton, Rosen & Katz and WilmerHale served as legal advisors to Santander in connection with the transaction. Barclays served as financial advisor to Amherst Pierpont, and Shearman & Sterling as legal advisors.
Analyst call
A presentation to analysts regarding the acquisition will take place today, Thursday 15 July 2021, through a conference call at 19.00 CEST/13.00 ET.
To follow the presentation, please register using the following link:
https://cossprereg.btci.com/prereg/key.process?key=PC4UAWJNM
Once registered, the telephone number for the conference call and passcode will be provided.
The document to be used at the presentation to analysts will be made public shortly via its notification to the CNMV and publication on Santander’s corporate website www.santander.com.
A presentation to analysts regarding the acquisition will take place today, Thursday 15 July 2021, through a conference call at 19.00 CEST/13.00 ET.
To follow the presentation, please register using the following link:
https://cossprereg.btci.com/prereg/key.process?key=PC4UAWJNM
Once registered, the telephone number for the conference call and passcode will be provided.
The document to be used at the presentation to analysts will be made public shortly via its notification to the CNMV and publication on Santander’s corporate website www.santander.com.
Media contacts
For Banco Santander:
+34 91 289 5211
comunicacion@gruposantander.com
For Santander US:
+1 214 801 6455
MediaRelations@santander.us
For Amherst Pierpont:
Tom Johnson / Dan Scorpio
+1 212 371 5999
tbj@abmac.com / dps@abmac.com
Banco Santander (SAN SM,
STD US, BNC LN) is a leading retail and commercial bank, founded in 1857 and headquartered in Spain. It has a meaningful presence in 10 core markets in the Europe, North America and South America regions, and is one of the largest banks in
the world by market capitalization. Its purpose is to help people and businesses prosper in a simple, personal and fair way. Santander is building a more responsible bank and has made a number of commitments to support this objective,
including raising over €120 billion in green financing between 2019 and 2025, as well as financially empowering more than 10 million people over the same period. At the end of the first quarter of 2021, Banco Santander had €1.1 trillion in
total funds, 149 million customers, of which 23.4 million are loyal and 44.2 million are digital, 10,800 branches and 190,000 employees.
Santander Holdings USA, Inc. (SHUSA) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. As the intermediate holding company for Santander's US businesses, SHUSA is the parent organization of five
financial companies with more than 15,000 employees, 5 million customers, and $150 billion in assets as of December 2020. These include Santander Bank, N.A., Santander Consumer USA Holdings Inc. (NYSE: SC), Banco Santander International,
Santander Securities LLC, Santander Investment Securities Inc., and several other subsidiaries. Santander US is recognized as a top 10 auto lender, a top 10 multifamily lender, and a top 20 commercial real estate lender, and has a growing
wealth management business with more than $50 billion in assets under management.
Santander Corporate & Investment Banking (Santander CIB) is Santander’s global division that supports corporate and institutional clients, offering tailored services and value-added wholesale
products suited to their complexity and sophistication, as well as to responsible banking standards that contribute to the progress of society.
Amherst Pierpont is a
market-leading independent broker dealer providing institutional and middle-market clients with access to a premier fixed-income capital markets franchise. Our experienced team of professionals delivers actionable trade ideas and customized
solutions to our institutional client base. Much of the value-added service we provide is driven by our state-of-the-art data and analytics platform and our focus on market strategy, both of which are designed to identify relative value and
quantify risk reward in the fixed income markets. Amherst Pierpont is headquartered in New York City with offices across the United States. Amherst Pierpont is a self-clearing member of the Fixed Income Clearing Corporation and also a member
of FINRA and SIPC. For further information about Amherst Pierpont, see https://apsec.com.
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Corporate Communications
Ciudad Grupo Santander, edificio Arrecife, planta 2
28660 Boadilla del Monte (Madrid). Tel. +34 91 2895211 comunicacion@gruposantander.com www.santander.com - Twitter: @bancosantander |
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