Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-271955
The information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
Subject to Completion
Preliminary Prospectus Supplement dated July 31, 2023
PRELIMINARY PROSPECTUS SUPPLEMENT
(to prospectus dated
May 16, 2023)
$
Banco Santander, S.A.
%
Tier 2 Subordinated Fixed Rate Notes due 20
The $ principal amount
of % Tier 2 Subordinated Fixed Rate Notes due 20 (the Notes) will bear interest at a rate
of % per year. From and including the date of issuance, interest will be payable semi-annually in arrears on the Notes on
February and August of each year, beginning on
February , 2024. The Notes will be due on August ,
20 .
The Notes will be issued in minimum
denominations of $200,000 and integral multiples of $200,000 in excess thereof.
The payment obligations of Banco Santander, S.A.
(Banco Santander) under the Notes constitute direct, unconditional, unsecured and subordinated obligations (créditos subordinados) of Banco Santander according to Article 281.1 of the Spanish Insolvency Law (as
defined herein) and, in accordance with Additional Provision 14.3 of Law 11/2015 (as defined herein) (but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise)), upon the insolvency of Banco
Santander and for so long as the Notes constitute Tier 2 Instruments (as defined herein), such payment obligations rank: (i) pari passu among themselves and with (a) all other claims in respect of Tier 2 Instruments and
(b) any other subordinated obligations (créditos subordinados) of Banco Santander which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with Banco Santanders
obligations under Tier 2 Instruments; (ii) junior to (a) any unsubordinated obligations (créditos ordinarios) of Banco Santander (including any claim of Banco Santander in respect of Senior Non Preferred Liabilities
(as defined herein)) and (b) any other subordinated obligations (créditos subordinados) which by law and/or by their terms, to the extent permitted by Spanish law, rank senior to Banco Santanders obligations under the
Tier 2 Instruments; and (iii) senior to (a) any claims in respect of Additional Tier 1 Instruments (as defined herein) of Banco Santander and (b) any other subordinated obligations (créditos subordinados) of Banco
Santander which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the obligations of Banco Santander under the Tier 2 Instruments.
By its acquisition of the Notes, each holder (which, for the purposes of this clause, includes each holder of a beneficial interest in the
Notes) acknowledges, accepts, consents to and agrees to be bound by the terms of the Notes related to the exercise of the Bail-in Power (as defined herein) set forth under Description of Debt
SecuritiesAgreement and Acknowledgement with Respect to the Exercise of the Bail-in Power in the accompanying prospectus. See Notice to Investors on page
S-i of this prospectus supplement for further information.
The Notes are not deposits or
savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the Kingdom of Spain, the United States or any other jurisdiction.
We may redeem the Notes, in whole but not in part, at 100% of their principal amount plus accrued and unpaid interest (if any) (i) at any
time upon the occurrence of certain tax events or (ii) at any time upon the occurrence of certain regulatory events. We may not redeem the Notes under other circumstances, and there are no put rights with respect to the Notes.
We intend to apply to list the Notes on the New York Stock Exchange in accordance with its rules.
Investing in the Notes involves risks. See Risk Factors beginning on page S-12 of this prospectus supplement, page 7 of the accompanying prospectus as well as those discussed under the heading Risk Factors in the Groups Annual Report on Form 20-F for the year ended December 31, 2022 and under the heading Part 3. Supplemental InformationItem 4. Risk Factors in the Groups Report on Form
6-K filed with the SEC on July 28, 2023 (Accession No. 0000891478-23-000109), which are incorporated by reference herein.
The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to
retail clients (as defined in Directive 2014/65/EU of the European Parliament and of the Council on Markets in Financial Instruments (MiFID II) and Regulation (EU) No. 2017/565 as it forms part of the domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act of 2018 (EUWA)) in the European Economic Area or in the United Kingdom. Prospective investors are referred to the section headed Important Information on page S-v of this prospectus supplement.
Neither the U.S. Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price to Public |
|
|
Underwriting Discount |
|
|
Proceeds to us (before expenses) |
|
Per Note |
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The initial public offering price set forth above does not include accrued interest, if any. Interest on the
Notes will accrue from the expected date of issuance, which is August , 2023. See Underwriting (Conflicts of Interest).
We expect that the Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company (DTC) and its
direct and indirect participants, including Clearstream Banking, société anonyme (Clearstream Luxembourg) and Euroclear Bank SA/NV (Euroclear) on or about
August , 2023, which will be the New York business day
following the pricing of the Notes (such settlement period being referred to as T+ ). Beneficial interests in the Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and its participants.
Joint Bookrunners
|
|
|
|
|
|
|
|
|
|
|
BofA Securities |
|
Citigroup |
|
Goldman Sachs
Bank Europe SE |
|
HSBC |
|
J.P. Morgan |
|
Jefferies |
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley |
|
RBC |
|
Santander |
|
TD Securities |
|
Wells Fargo |
Prospectus Supplement dated
July , 2023