SANTANDER HOLDINGS USA, INC. September 25, 2019
To the beneficial owners, or authorized representatives acting on behalf of the beneficial owners, of any of the following securities:
Title of Notes
CUSIP
Santander Holdings USA, Inc. (SHUSA) is considering undertaking transactions to exchange the above listed notes (the Old Notes) for new debt securities of SHUSA (the Exchange Offers). If you are a beneficial owner, or a representative acting on behalf of a beneficial owner, of Old Notes that is an Eligible Holder (as described below), please complete the Eligibility Certification on the next page and return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Certification. If you are a beneficial owner of Old Notes that is not an Eligible Holder, you may not participate in the Exchange Offers, and you should not complete the Eligibility Letter. An Eligible Holder is a beneficial owner of Old Notes that certifies that it is: a) a qualified institutional buyer, as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act); or
b) a person outside the United States who is: | ||||||
Please submit your responses as soon as possible in order to allow sufficient time for you to review and submit the relevant paperwork to participate in the Exchange Offers. This letter neither is an offer nor a solicitation of an offer with respect to the Old Notes nor creates any obligations whatsoever on the part of SHUSA to make any offer or on the part of the recipient to participate if an offer is made. You may direct any questions to D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, Attention: Andrew Beck, telephone number: (800) 814-2879 (collect), email: santander@dfking.com.
Very truly yours,
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ANNEX A Qualified Institutional Buyer
means: 1. Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated with the entity:
(a) Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the Securities Act);
(b)
Any investment company registered under the Investment Company Act of 1940, as amended (the Investment Company Act)
or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
(c) Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; (d) Any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees; (e) Any
employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974, as amended; (f) Any
trust fund whose trustee is a bank or trust company and whose participants are
exclusively plans of the types identified in subparagraph (1)(D) or (E) above,
except trust funds that include as participants individual retirement accounts
or H.R. 10 plans; (g) Any
business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940, as amended (the Investment Advisers
Act); (h) Any
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation (other than a bank as defined in Section 3(a)(2) of the Securities
Act or a savings and loan association or other institution referenced in
Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan
association or equivalent institution), partnership, or Massachusetts or
similar business trust; and (i) Any
investment adviser registered under the Investment Advisers Act. 2. Any dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange Act), acting for its own account or the accounts of
other qualified institutional buyers, that in the aggregate owns and invests on
a discretionary basis at least $10 million of securities of issuers that are
not affiliated with the dealer, provided,
that securities constituting the whole or a part of an unsold allotment to or
subscription by a dealer as a participant in a public offering shall not be
deemed to be owned by such dealer; 3. Any dealer
registered pursuant to Section 15 of the Exchange Act acting in a riskless
principal transaction on behalf of a qualified institutional buyer; 4. Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. Family of investment companies means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this subparagraph: (a) Each
series of a series company (as defined in Rule 18f-2 under the Investment
Company Act) shall be deemed to be a separate investment company; and (b) Investment
companies shall be deemed to have the same adviser (or depositor) if their
advisers (or depositors) are majority-owned subsidiaries of the same parent, or
if one investment company's adviser (or depositor) is a majority-owned
subsidiary of the other investment company's adviser (or depositor); 5. Any entity,
all of the equity owners of which are qualified institutional buyers, acting
for its own account or the accounts of other qualified institutional buyers;
and 6. Any bank as
defined in Section 3(a)(2) of the Securities Act, any savings and loan
association or other institution as referenced in Section 3(a)(5)(A) of the
Securities Act, or any foreign bank or savings and loan association or
equivalent institution, acting for its own account or the accounts of other
qualified institutional buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not
affiliated with it and that has an audited net worth of at least $25 million as
demonstrated in its latest annual financial statements, as of a date not more
than 16 months preceding the date of sale under the rule in the case of a U.S.
bank or savings and loan association, and not more than 18 months preceding
such date of sale for a foreign bank or savings and loan association or
equivalent institution. For purposes of the foregoing definition: 7.
In
determining the aggregate amount of securities owned and invested on a
discretionary basis by an entity, the following instruments and interests shall
be excluded: bank deposit notes and certificates of deposit; loan
participations; repurchase agreements; securities owned but subject to a
repurchase agreement; and currency, interest rate and commodity swaps. 8. The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of the foregoing definition. 9.
In
determining the aggregate amount of securities owned by an entity and invested
on a discretionary basis, securities owned by subsidiaries of the entity that
are consolidated with the entity in its financial statements prepared in
accordance with generally accepted accounting principles may be included if the
investments of such subsidiaries are managed under the direction of the entity,
except that, unless the entity is a reporting company under Section 13 or 15(d)
of the Exchange Act, securities owned by such subsidiaries may not be included
if the entity itself is a majority-owned subsidiary that would be included in
the consolidated financial statements of another enterprise. 10.
Riskless principal transaction means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security
to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.
U.S. person means: 1.
Any natural person resident in the United States; 2.
Any partnership or corporation organized or incorporated under the laws of the United
States; 3. Any
estate of which any executor or administrator is a U.S. person; 4. Any
trust of which any trustee is a U.S. person; 5. Any
agency or branch of a foreign entity located in the United States; 6. Any
non-discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person; 7. Any
discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and 8. Any
partnership or corporation if: (a) Organized or incorporated under the laws of any foreign
jurisdiction; and (b) Formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) under the Securities Act) who are not natural persons, estates or
trusts. Non-U.S. qualified offeree means: 1. in relation to each Member State of the European Economic Area (each, a Relevant Member State) which has implemented the Directive 2003/71/EC
(as amended, including by Directive 2010/73/EU (the 2010 PD Amending Directive), the Prospectus Directive),
with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State:
(a) any legal entity which is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive; or (b) (b) any other entity in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the New Notes shall require SHUSA or the Dealer Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive; or 2.
any entity outside the U.S. and the European Economic Area to whom the offers related
to the New Notes may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.
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