Business Context and Reporting Period
This Form 6-K filing by Banco Santander, S.A. (Santander) reports other relevant information dated July 1, 2025. The filing announces the final results of a tender offer for the company's outstanding 4.375% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (ISIN: XS2102912966).
Key Financial Metrics and Transaction Details
- Outstanding Nominal Amount: €1,500,000,000
- Acceptance Amount: €466,600,000
- Purchase Price: 100% of nominal value
- Pro-ration: Not Applicable (all valid offers accepted)
- Remaining Outstanding Amount: €1,033,400,000
- Settlement Date: Expected July 2, 2025
- First Optional Redemption Date: January 14, 2026
The filing does not provide general revenue, profit, cash flow, or liquidity metrics for the reporting period, as the document is specific to the tender offer transaction.
Material Changes
Following the settlement of the tender offer, Santander will cancel the purchased securities. The total nominal amount of these Preferred Securities outstanding will decrease from €1,500,000,000 to €1,033,400,000. No pro-ration was applied to the offers received.
Outlook, Risks, and Contingencies
Management Commentary: The company confirmed that all Preferred Securities validly offered for sale were accepted for purchase. Purchased securities will be cancelled and not re-issued or re-sold.
Risks and Contingencies:
- Legal Jurisdiction: The company is incorporated in Spain, and enforcement of U.S. federal securities laws may be difficult for U.S. investors.
- Market Purchases: The company reserves the right to purchase subject securities outside of this tender offer (e.g., open market or privately negotiated purchases) during the transaction period.
- Regulatory Restrictions: Distribution of the announcement is restricted in certain jurisdictions.
Investor Verification Checklist
- Verify the final settlement of the €466,600,000 acceptance amount on or around July 2, 2025.
- Confirm the updated outstanding balance of the Preferred Securities (€1,033,400,000) in subsequent capital structure reports.
- Review the Tender Offer Memorandum referenced in the filing for detailed terms and conditions.
- Monitor for any additional open market purchases of these securities by the company.