Business Context and Reporting Period
Company: Banco Santander, S.A.
Filing Type: Form 6-K (Report of Foreign Issuer)
Date: June 24, 2025
Subject: Notice of Inside Information regarding a tender offer for existing Tier 1 Preferred Securities and the concurrent issuance of new Tier 1 Preferred Securities.
Key Financial Metrics and Transaction Details
The filing details a liability management transaction rather than standard operating financial results. Key metrics include:
- Target Securities: €1,500,000,000 nominal amount of 4.375% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (ISIN: XS2102912966).
- Purchase Price: 100% of the nominal amount.
- Tender Consideration: Cash equal to the nominal amount plus accrued and unpaid distributions (if any) from the preceding distribution date to the settlement date.
- Minimum Tender Unit: Multiples of €200,000.
- Maximum Acceptance Amount: Expected to equal the aggregate nominal amount of the "New Preferred Securities" to be issued, subject to the Offeror's discretion.
Material Changes and Strategic Rationale
Rationale: The tender offer is designed to efficiently manage the bank's Tier 1 capital position and optimize its liquidity and debt maturity profile. Purchased securities will be cancelled and not re-issued.
Condition Precedent: The acceptance of tendered securities is subject to the "New Financing Condition," defined as the successful completion of the issuance of a new series of euro-denominated Tier 1 securities ("New Preferred Securities").
Pro-Rata Scaling: If valid tender instructions exceed the Maximum Acceptance Amount, acceptances will be scaled on a pro-rata basis.
Guidance, Outlook, and Risks
Timetable:
- Offer Commencement: June 24, 2025.
- Expiration Time: 5:00 P.M. CET on June 30, 2025 (subject to extension or termination).
- Results Announcement: July 1, 2025.
- Settlement Date: Expected July 2, 2025.
Risks and Contingencies:
- Discretionary Acceptance: The Offeror reserves the absolute right not to accept any securities, even if the New Financing Condition is satisfied.
- Regulatory Restrictions: The New Preferred Securities are not registered under the U.S. Securities Act and are restricted to non-U.S. persons (Regulation S). They are not suitable for retail investors in the EEA or UK.
- Market Conditions: The issuance of New Preferred Securities is subject to market conditions.
Investor Verification Checklist
- Verify the final "Maximum Acceptance Amount" once announced following the pricing of the New Preferred Securities.
- Confirm the specific deadline for submitting tender instructions with your intermediary, as clearing system deadlines may be earlier than the official expiration time.
- Review the Tender Offer Memorandum for detailed terms regarding the "New Financing Condition" and pro-rata scaling mechanics.
- Check for any announcements regarding the extension, withdrawal, or termination of the offer prior to the expiration time.
- Confirm eligibility to participate based on jurisdiction-specific restrictions (e.g., professional client status in EEA/UK).