Issuer: Banco Santander, S.A. (the "Bank")
Issuer Rating: A2 Stable /A Stable /A- Stable (Moody’s/S&P/Fitch)
Instrument Rating: Ba1 (Moody’s) (expected)
Instrument: €[●] [●] per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (the “Preferred Securities”)
Ranking: Unless previously converted into ordinary shares of the Bank (“Common Shares”) pursuant to Condition 5 of the Terms of the Preferred Securities, the payment obligations of the Bank under the Preferred Securities on account of the Liquidation Preference or otherwise of principal constitute direct, unconditional, unsecured and subordinated obligations (créditos subordinados) of the Bank and, in accordance with Additional Provision 14.3 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Bank for so long as the obligations of the Bank in respect of the Preferred Securities constitute Additional Tier 1 Instruments rank (a) pari passu among themselves and with (i) all other claims in respect of any liquidation preference or otherwise for principal in respect of any outstanding Additional Tier 1 Instruments and (ii) any other subordinated obligations (créditos subordinados) which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with the Bank's obligations under Additional Tier 1 Instruments; (b) junior to (i) any unsubordinated obligations of the Bank, (ii) any subordinated obligations (créditos subordinados) of the Bank which become subordinated pursuant to Article 92.1º of the Insolvency Law and (iii) any other subordinated obligations (créditos subordinados) which by law and/or by their terms, to the extent permitted by Spanish law, rank senior to the Bank's obligations under Additional Tier 1 Instruments; and (c) senior to (i) any claims for the liquidation amount of the Common Shares and (ii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the Bank's obligations under Additional Tier 1 Instruments.
Maturity: Perpetual NC6
Currency: Euro (“EUR”)
Size: Benchmark
Settlement Date: 14 Jan 2020 (T+3)
First Reset Date: 14 Jan 2026 (year 6)
Call schedule: At First Reset Date and any Distribution Payment Date thereafter (quarterly calls)
IPTs: 4.75% area (coupon)
Distributions: [•]% Fixed per annum, payable quarterly in arrear, fully discretionary, non-cumulative distributions. Distribution will reset on the First Reset Date and every 5 years thereafter at the prevailing EUR 5Y MS +[•]bp Initial Margin.
Distribution
Payment Dates: 14 January, 14 April, 14 July and 14 October in each year.
Day Count Fraction: ACT/ACT, Unadjusted
Business Day Convention: Following Business Day
Payment Business Days: TARGET2
Liquidation
Preference: EUR 200,000 + 200,000 per Preferred Security
Issuer Rating: A2 Stable /A Stable /A- Stable (Moody’s/S&P/Fitch)
Instrument Rating: Ba1 (Moody’s) (expected)
Instrument: €[●] [●] per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (the “Preferred Securities”)
Ranking: Unless previously converted into ordinary shares of the Bank (“Common Shares”) pursuant to Condition 5 of the Terms of the Preferred Securities, the payment obligations of the Bank under the Preferred Securities on account of the Liquidation Preference or otherwise of principal constitute direct, unconditional, unsecured and subordinated obligations (créditos subordinados) of the Bank and, in accordance with Additional Provision 14.3 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Bank for so long as the obligations of the Bank in respect of the Preferred Securities constitute Additional Tier 1 Instruments rank (a) pari passu among themselves and with (i) all other claims in respect of any liquidation preference or otherwise for principal in respect of any outstanding Additional Tier 1 Instruments and (ii) any other subordinated obligations (créditos subordinados) which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with the Bank's obligations under Additional Tier 1 Instruments; (b) junior to (i) any unsubordinated obligations of the Bank, (ii) any subordinated obligations (créditos subordinados) of the Bank which become subordinated pursuant to Article 92.1º of the Insolvency Law and (iii) any other subordinated obligations (créditos subordinados) which by law and/or by their terms, to the extent permitted by Spanish law, rank senior to the Bank's obligations under Additional Tier 1 Instruments; and (c) senior to (i) any claims for the liquidation amount of the Common Shares and (ii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the Bank's obligations under Additional Tier 1 Instruments.
Maturity: Perpetual NC6
Currency: Euro (“EUR”)
Size: Benchmark
Settlement Date: 14 Jan 2020 (T+3)
First Reset Date: 14 Jan 2026 (year 6)
Call schedule: At First Reset Date and any Distribution Payment Date thereafter (quarterly calls)
IPTs: 4.75% area (coupon)
Distributions: [•]% Fixed per annum, payable quarterly in arrear, fully discretionary, non-cumulative distributions. Distribution will reset on the First Reset Date and every 5 years thereafter at the prevailing EUR 5Y MS +[•]bp Initial Margin.
Distribution
Payment Dates: 14 January, 14 April, 14 July and 14 October in each year.
Day Count Fraction: ACT/ACT, Unadjusted
Business Day Convention: Following Business Day
Payment Business Days: TARGET2
Liquidation
Preference: EUR 200,000 + 200,000 per Preferred Security