Form 8-A12B - Registration of securities [Section 12(b)]
12 August 2023 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Banco
Santander, S.A.
(Exact name of registrant as specified in its charter)
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Kingdom of Spain
(State of incorporation or organization) |
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None
(I.R.S. Employer Identification No.) |
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Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid)
Spain (Address of
principal executive offices) |
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28660
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
Series SP-179 5.588% Senior Preferred Fixed Rate Notes due 2028 |
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New York Stock Exchange |
Series SUBSAN-189 6.921% Tier 2 Subordinated Fixed Rate Notes due 2033 |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-238243
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrant has filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) under the Securities
Act of 1933, a prospectus supplement dated July 31, 2023 relating to the Registrants 5.588% Senior Preferred Fixed Rate Notes due 2028 (the SP Prospectus Supplement) and a prospectus supplement dated July 31, 2023
relating to the Registrants 6.921% Tier 2 Subordinated Fixed Rates Notes due 2033 (the Subordinated Prospectus Supplement and, together with the SP Prospectus Supplement, the Prospectus Supplements) to a base prospectus
dated May 16, 2023 (the Prospectus) contained in the registration statement of the Registrant on Form F-3ASR (File No. 333-271955) filed with the
Commission on May 16, 2023, relating to the securities to be registered hereunder. The Registrant incorporates by reference the Prospectus and the Prospectus Supplements to the extent set forth below.
Item 1. Description of Registrants Securities to be Registered
The information required by this item is incorporated herein by reference to the information contained in the sections captioned
Description of Debt Securities, Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Capital Securities and Taxation of the Prospectus, and Description of the Notes
and Taxation of the Prospectus Supplements.
Item 2. Exhibits
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4.1 |
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Senior Preferred Debt Securities Indenture, dated as of August 8, 2023, among Banco Santander, S.A., as Issuer, and The Bank of New York Mellon, London Branch, as Trustee (incorporated herein by reference from Exhibit 4.1 to
the Form 6-K filed with the Commission on August 8, 2023). |
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4.2 |
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Subordinated Debt Securities Indenture, dated as of August 8, 2023, among Banco Santander, S.A., as Issuer, and The Bank of New York Mellon, London Branch, as Trustee (incorporated herein by reference from Exhibit 4.2 to the
Form 6-K filed with the Commission on August 8, 2023). |
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4.3 |
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First Supplemental Indenture, dated as of August 8, 2023, to the Senior Preferred Debt Securities Indenture, dated as of August 8, 2023, among Banco Santander, S.A., as Issuer, The Bank of New York Mellon, London Branch,
as Trustee and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar (incorporated herein by reference from Exhibit 4.3 to the Form 6-K filed with the Commission on
August 8, 2023). |
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4.4 |
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First Supplemental Indenture, dated as of August 8, 2023, to the Subordinated Debt Securities Indenture, dated as of August 8, 2023, among Banco Santander, S.A., as Issuer, The Bank of New York Mellon, London Branch, as
Trustee and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar (incorporated herein by reference from Exhibit 4.4 to the Form 6-K filed with the Commission on
August 8, 2023). |
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4.5 |
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Form of Global Note for the 5.588% Senior Preferred Fixed Rate Notes due 2028 (incorporated herein by reference from Exhibit 4.5 to the Form 6-K filed with the Commission on August 8,
2023). |
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4.6 |
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Form of Global Note for the 6.921% Tier 2 Subordinated Fixed Rate Notes due 2033 (incorporated herein by reference from Exhibit 4.6 to the Form 6-K filed with the Commission on August 8,
2023). |
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99.1 |
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Prospectus and the Prospectus Supplements (incorporated herein to the extent provided above by reference to the Registrants filings under Rule 424(b) on July 31, 2023). |
SIGNATURE
Pursuant to the requirements of Section 12 the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
Banco Santander, S.A.
Issuer
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By: |
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/s/ José Antonio Soler |
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Name: José Antonio Soler Title:
Authorized Representative |
August 11, 2023
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