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 31, 2020
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) |
Registrants 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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, (no par value) | 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. ☐
Item 8.01. Other Events.
On July 31, 2020, Santander Holdings USA, Inc. (the Company) issued a press release announcing a statement on its capital actions.
A copy of the Companys press release is filed as Exhibit 99.1 and incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press Release of Santander Holdings USA, Inc., dated July 31, 2020. |
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 hereunto duly authorized.
SANTANDER HOLDINGS USA, INC. | ||||||
Dated: July 31, 2020 | By: | /s/ Gerard A. Chamberlain | ||||
Name: | Gerard A. Chamberlain | |||||
Title: | Senior Deputy General Counsel and Executive Vice President |
Exhibit 99.1
Santander Holdings USA, Inc. and Santander
Consumer USA Holdings Inc. Provide
Statement on Capital Actions
BOSTON & DALLAS, JULY 31, 2020 PRESS RELEASE
Santander Holdings USA, Inc. (SHUSA or the Company) and its publicly held subsidiary, Santander Consumer USA Holdings Inc. (NYSE: SC) (SC) announced that SHUSAs request for certain exceptions to the Federal Reserve Boards (FRB) interim policy (the Policy) related to the Dodd-Frank Act Stress Test and Comprehensive Capital Analysis and Review (CCAR) has been approved.
The approval by the FRB of the exceptions to the Policy permits SCs Board of Directors to consider whether to declare a dividend of $0.22 per share in the third quarter. SCs Board of Directors has declared a quarterly cash dividend of $0.22 per share of common stock payable to shareholders of record as of August 13, 2020. The dividend will be payable to shareholders of record on August 24, 2020.
The FRBs approval also permits the Company to authorize SC to continue its share repurchase program of SCs outstanding common stock through the end of the third quarter of 2020.
The FRBs approval of the Policy exceptions request is specific to the third quarter of 2020. The FRB previously announced that the Policy, which due to the economic uncertainty resulting from the coronavirus, requires all CCAR banks, including SHUSA, to update and resubmit their capital plans under new scenarios in the fourth quarter of 2020.
The timing and amount of any dividends, stock repurchases and any other capital actions will depend on a variety of factors, including the business plans and financial performance of the Company and its subsidiaries, general market and economic conditions, and are subject to applicable regulatory requirements and approval by the required governing bodies.
Forward-Looking Statements
This press release 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, the risks and
uncertainties described in the Companys filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. 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 the Company or any other person that the Companys expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Readers are cautioned not to place undue reliance on the Companys forward-looking statements, and the Company undertakes 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 press release, 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.
Santander Holdings USA, Inc. (SHUSA) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (Santander), a global banking group with more than 145 million customers in the U.S., Europe and Latin America. As the intermediate holding company for Santanders U.S. businesses, SHUSA is the parent organization of six financial companies with approximately 17,000 employees, 5.2 million customers and assets of over $150 billion as of March 31, 2020. These include Santander Bank, N.A., Santander Consumer USA Holdings Inc. (NYSE: SC), Banco Santander International of Miami, Banco Santander Puerto Rico, Santander Securities LLC of Boston, Santander Investment Securities Inc. of New York, and several other subsidiaries.
Santander Consumer USA Holdings Inc. (NYSE: SC) (SC) is a full-service consumer finance company focused on vehicle finance, third-party servicing and delivering superior service to our more than 2.9 million customers across the full credit spectrum. SC, which began originating retail installment contracts in 1997, had an average managed asset portfolio of approximately $60 billion (for the first quarter ended March 31, 2020), and is headquartered in Dallas. (www.santanderconsumerusa.com)
Investor Relations:
Evan Black
800.493.8219
InvestorRelations@santanderconsumerusa.com
Media Contact:
Laurie Kight
214.801.6455
laurie.kight@santander.us
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