SEC Comment Letter for Banco Santander, S.A. (SAN, BCDRF) (CIK 0000891478) (SAN) — Dec 18, 2008
Banco Santander, S.A. (SAN, BCDRF) (CIK 0000891478)
Date: Dec. 18, 2008 · CIK: 0000891478 · Accession: 0000000000-08-062572
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-155413
Referenced dates: December 11, 2008
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 4561 December 18, 2008 By Mail and Facsimile to: (212) 450-3529 José Antonio Álvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain Re: Banco Santander, S.A. Amendment No. 1 to Registrati on Statement on Form F-4 Filed December 16, 2008 File No. 333-155413
Dear Mr. Álvarez:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this letter.
Amendment No. 1 to Form F-4
General
1. In your response to comment 3 in our letter dated December 11, 2008, you imply that you have filed all your remaining e xhibits. However, the Exhibit Index does not include a legality opinion as required by Item 601(b)(5) of Regulation S-K. Please include such an opinion in an amendment prior to any request for acceleration.
José Antonio Álvarez Banco Santander, S.A. December 18, 2008 Page 2
Recent Developments
Bernard L. Madoff Securities LLC, page 11
2. Please consider providing the amount of the exposures in terms of U.S. dollars in addition to euros to better assist the shareholders in evaluating the condition of Santander. Please also revi se to disclose the specif ic nature of Santander’s exposure to Madoff Securities. Comparative Per Share Financial Data, page 21
3. We note your response to our previous comment 13. Please revise your disclosures on page 21 to more clearly de scribe the nature of the adjustment eliminating duplication resulting from impa irment for the same assets recognized in the financial statements of both Santander and Sovereign. Opinion of Barclays, Financial Advisor to Sovereign, page 51
4. We note your response to comment 26 in our letter dated December 11, 2008 and we reissue that comment in part. On page 39, you state that Sovereign retained Lehman Brothers in April 2008 to assist with a possible transa ction. On page 42, you state that Sovereign engaged Barclays as its financial advisor in September 2008 and the members of the Barclays t eam were the same people previously retained by Sovereign in Ap ril 2008. Please revise to disclose the relationship between Sovereign and Lehman Brothers that commenced in April 2008 and any compensation received as a result of such relationship. Refer to Item 1015(b)(4) of Regulation M-A. Closing Comments
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date. You may contact Rebekah Moore at (202) 551-3303 or Kevin Vaughn at (202)
José Antonio Álvarez Banco Santander, S.A. December 18, 2008 Page 3
551-3494 if you have questions regarding comm ents on the financial statements and related matters. Please contact Justin D obbie at (202) 551-3469 or me at (202) 551-3419 with any other questions.
Sincerely,
Christian Windsor
Special Counsel
cc: Diane Kerr, Esq.
Joseph Rinaldi, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
December 18, 2008
By Mail and Facsimile to: (212) 450-3529
José Antonio Álvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Amendment No. 1 to Registrati on Statement on Form F-4
Filed December 16, 2008
File No. 333-155413
Dear Mr. Álvarez:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have about our comments or any other
aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.
Amendment No. 1 to Form F-4
General
1. In your response to comment 3 in our letter dated December 11, 2008, you imply that you have filed all your remaining e xhibits. However, the Exhibit Index does
not include a legality opinion as required by Item 601(b)(5) of Regulation S-K.
Please include such an opinion in an amendment prior to any request for
acceleration.
José Antonio Álvarez
Banco Santander, S.A.
December 18, 2008 Page 2
Recent Developments
Bernard L. Madoff Securities LLC, page 11
2. Please consider providing the amount of the exposures in terms of U.S. dollars in
addition to euros to better assist the shareholders in evaluating the condition of Santander. Please also revi se to disclose the specif ic nature of Santander’s
exposure to Madoff Securities.
Comparative Per Share Financial Data, page 21
3. We note your response to our previous comment 13. Please revise your
disclosures on page 21 to more clearly de scribe the nature of the adjustment
eliminating duplication resulting from impa irment for the same assets recognized
in the financial statements of both Santander and Sovereign.
Opinion of Barclays, Financial Advisor to Sovereign, page 51
4. We note your response to comment 26 in our letter dated December 11, 2008 and
we reissue that comment in part. On page 39, you state that Sovereign retained Lehman Brothers in April 2008 to assist with a possible transa ction. On page 42,
you state that Sovereign engaged Barclays as its financial advisor in September 2008 and the members of the Barclays t eam were the same people previously
retained by Sovereign in Ap ril 2008. Please revise to disclose the relationship
between Sovereign and Lehman Brothers that commenced in April 2008 and any
compensation received as a result of such relationship. Refer to Item 1015(b)(4)
of Regulation M-A.
Closing Comments
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Rebekah Moore at (202) 551-3303 or Kevin Vaughn at (202)
José Antonio Álvarez
Banco Santander, S.A. December 18, 2008 Page 3
551-3494 if you have questions regarding comm ents on the financial statements and
related matters. Please contact Justin D obbie at (202) 551-3469 or me at (202) 551-3419
with any other questions.
Sincerely,
Christian Windsor
Special Counsel
cc: Diane Kerr, Esq.
Joseph Rinaldi, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017