-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LNBu6DhQTEY2mOjxRWCmYKSL0kYFI7XTOeWmi3EV31iAAxAExo1x9YbcjwialAGg s12OcIjTMUlS44eqKzJXzg== 0000950123-10-116312.txt : 20101223 0000950123-10-116312.hdr.sgml : 20101223 20101223164724 ACCESSION NUMBER: 0000950123-10-116312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101217 ITEM INFORMATION: Other Events FILED AS OF DATE: 20101223 DATE AS OF CHANGE: 20101223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Santander Holdings USA, Inc. CENTRAL INDEX KEY: 0000811830 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 232453088 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16581 FILM NUMBER: 101272702 BUSINESS ADDRESS: STREET 1: 1500 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155574630 MAIL ADDRESS: STREET 1: MC11-900-IR5 STREET 2: 1130 BERKSHIRE BLVD CITY: WYOMISSING STATE: PA ZIP: 19610 FORMER COMPANY: FORMER CONFORMED NAME: SOVEREIGN BANCORP INC DATE OF NAME CHANGE: 19920703 8-K 1 c10227e8vk.htm FORM 8-K Form 8-K
 
 

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): December 17, 2010

Santander Holdings USA, Inc.
(Exact name of registrant as specified in its charter)
         
Virginia   1-16581   23-2453088
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
75 State Street, Boston, Massachusetts
   02109
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 346-7200
 
n/a
(Former name or former address if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 8.01  Other Matters.

On December 17, 2010, The Bank of New York Mellon Trust Company, National Association (the “Trustee”) filed a complaint in the U.S. District Court for the Southern District of New York solely as the Trustee for the Trust Preferred Income Equity Redeemable Securities (“Trust PIERS”) under an Indenture dated September 1, 1999, as amended, against the Santander Holdings USA, Inc. (“SHUSA”) (No. 10-CIV-9420). The complaint asserts that the acquisition by Banco Santander, S.A. (“Santander”) of SHUSA on January 31, 2009, constituted a “change of control” under the Trust PIERS.

If the acquisition constituted a “change of control” under the definitions applicable to the Trust PIERS, SHUSA would be required to pay a significantly higher rate of interest on subordinated debentures of SHUSA held in trust for the holders of Trust PIERS. There is no “change in control” under the Trust PIERS, among other reasons, if the consideration in the acquisition consisted of shares of common stock traded on a national securities exchange. Santander issued American Depositary Receipts in the acquisition, which represent shares of Santander held by a depositary for the benefit of holders of the receipts. The receipts were and are listed on the New York Stock Exchange.

The complaint asks the court to declare that the acquisition of SHUSA was a “change of control” under the Indenture and for damages equal to the interest that the complaint alleges should have been paid by SHUSA for the benefit of holders of Trust PIERS. If the Trustee prevails in the lawsuit, the potential impact on SHUSA, as previously reported as of September 30, 2010, would be a reduction of pre-tax income up to approximately $313 million, of which approximately $272 million relates to the difference in the current carrying amount of the subordinated debentures and the principal amount due at maturity.

SHUSA previously disclosed the potential for the filing of this lawsuit in our Form 10-Qs for the Quarters ended June 30, 2010 and September 30, 2010. As indicated in these prior filings, SHUSA believes the acquisition by Santander was not a “change of control” and intends to vigorously defend its position against any claims by the Trustee or any holder of Trust PIERS.

 

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SIGNATURES

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 hereunto duly authorized.

SANTANDER HOLDINGS USA, INC.

Dated: December 23, 2010

By:  /s/ Christopher K. Pfirrman          
Name: Christopher K. Pfirrman
Title: Assistant Secretary  

 

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