SEC Comment Letter for Banco Santander, S.A. (SAN, BCDRF) (CIK 0000891478) (SAN) — Aug 8, 2014
Banco Santander, S.A. (SAN, BCDRF) (CIK 0000891478)
Date: Aug. 8, 2014 · CIK: 0000891478 · Accession: 0000000000-14-040303
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-196887
Referenced dates: July 14, 2014
Letter
August 8, 2014 James B. Bathon Legal Counsel Banco Santander SA 45 East 53rd St New York, NY 10022
Re: Banco Santander S.A. Amendment No. 1 to the Registration Statement on Form F-4 Filed July 24, 2014 File No. 333-196887
Dear Mr. Bathon:
We have reviewed your amended registration statement and have the following additional comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments.
General
1. We note yo ur response to prior comment 3 from our letter dated July 14, 2014 . Please provide an opinion of counsel opining that the voting, redemption, dividend, liquidation and individual shareholder rights of action of holders of Santander ordinary shares will be substantially equivalent to the rights enjoyed by holders of Santander Brasil securities who participate in the offer. Refer generally to Rule 13e -3(g)(2).
Background of the Exchange Offer, page 5 3
2. We note your response to comment 8 from our letter dated July 14, 2014. We are not able to agree with your analysis that the “laudo” provided Goldman Sachs is not a report, opinion or appraisal materially related to the transaction. Consequently, plea se provide the information required by Item 4 of Form F -4.
James Bathon, Legal Counsel Banco Santander, S.A. August 8, 2014 Page 2
Santander Spain’s Reason for the Proposed Exchange Offer, page 55
3. Revise this section to clarify whether Santander Spain considered the discount to the book value implied by the exchange offer i n determining that the agreement was attractive to shareholders of both Santander Spain and Santander Brasil.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disc losures they have made.
Please contact Chris Windsor, Special Counsel at (202) 551 -3419 or me at (202) 551 - 3675 with any other questions.
Sincerely,
/s/ Suzanne Hayes
Suzanne Hayes
Assistant Director
Show Raw Text
August 8, 2014
James B. Bathon
Legal Counsel
Banco Santander SA
45 East 53rd St
New York, NY 10022
Re: Banco Santander S.A.
Amendment No. 1 to the Registration Statement on Form F-4
Filed July 24, 2014
File No. 333-196887
Dear Mr. Bathon:
We have reviewed your amended registration statement and have the following additional
comment . In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information . Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments , we may have additional comments.
General
1. We note yo ur response to prior comment 3 from our letter dated July 14, 2014 . Please
provide an opinion of counsel opining that the voting, redemption, dividend, liquidation
and individual shareholder rights of action of holders of Santander ordinary shares will be
substantially equivalent to the rights enjoyed by holders of Santander Brasil securities
who participate in the offer. Refer generally to Rule 13e -3(g)(2).
Background of the Exchange Offer, page 5 3
2. We note your response to comment 8 from our letter dated July 14, 2014. We are not
able to agree with your analysis that the “laudo” provided Goldman Sachs is not a report,
opinion or appraisal materially related to the transaction. Consequently, plea se provide
the information required by Item 4 of Form F -4.
James Bathon, Legal Counsel
Banco Santander, S.A.
August 8, 2014
Page 2
Santander Spain’s Reason for the Proposed Exchange Offer, page 55
3. Revise this section to clarify whether Santander Spain considered the discount to the
book value implied by the exchange offer i n determining that the agreement was
attractive to shareholders of both Santander Spain and Santander Brasil.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.
Please contact Chris Windsor, Special Counsel at (202) 551 -3419 or me at (202) 551 -
3675 with any other questions.
Sincerely,
/s/ Suzanne Hayes
Suzanne Hayes
Assistant Director