SEC Company Response from Banco Santander, S.A. (SAN, BCDRF) (CIK 0000891478) (SAN) — Jul 24, 2014
Banco Santander, S.A. (SAN, BCDRF) (CIK 0000891478)
Date: July 24, 2014 · CIK: 0000891478 · Accession: 0001193125-14-278532
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-196887
Referenced dates: July 14, 2014
Letter
Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 4720 Washington, DC 20549-3628
Dear Ms. Hayes,
On behalf of our client, Banco Santander, S.A. (“Santander Spain”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Santander Spain’s Registration Statement on Form F-4 filed on June 18, 2014 (the “Registration Statement”) in connection with its proposed exchange offer to acquire securities of Banco Santander (Brasil) S.A. (“Santander Brasil”) contained in the Staff’s letter dated July 14, 2014 (the “Comment Letter”).
In response to the comments set forth in the Comment Letter, Santander Spain has revised the Registration Statement and is filing Amendment No. 1 (the “Amendment”) to the Registration Statement together with this response letter. This Amendment also contains certain additional updates and revisions. We are also sending, under separate cover, a copy of the Amendment and three marked copies of the Amendment showing the changes to the Registration Statement.
Set forth below are Santander Spain’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by Santander Spain’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the Amendment submitted herewith where the revised language addressing a particular comment appears.
Division of Corporation Finance
U.S. Securities and Exchange
Commission
July 24, 2014
How do I tender my Santander Brazil shares…, page 5
1. As indicated in your exemptive letter request, please revise your disclosure to indicate that the Auction will commence on the expiration date of the initial offering period immediately after the expiration of the initial offering period. Please make conforming changes throughout the prospectus.
Response: Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on pages iii, 2, 5 and 75 of the Amendment to provide the requested information.
If I do not participate in the exchange offer, will may Santander Brasil securities continue to be listed on the New York Stock Exchange and Bovespa?, page 10
2. In order for investors to better understand the possibility that Santander Brasil ADSs may be delisted from the New York Stock Exchange; please put the NYSE guideline for delisting securities in context. Please discuss the number of Santander Brasil ADSs and the number of holders, as of a recent date. Please also disclosure the percentage of those holders who, if they tendered, would cause Santander Brasil ADSs to fall under the holder and volume limits of the NYSE guidelines. Make conforming changes to the disclosure on page 25 and 36.
Response: Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on pages 25 and 37 of the Amendment to provide the requested information.
3. Please refer to Exchange Act Rule 13e-3(a)(3). Given the terms of the exchange offer, there appears to be a reasonable likelihood of the delisting of Santander Brasil ADSs from the New York Stock Exchange. Referencing relevant precedent and/or interpretative positions, please provide your well-reasoned legal analysis of why you believe Rule 13e-3 does not apply to this offer.
Response: Santander Spain respectfully advises the Staff that, for the reasons set forth below, Santander Spain believes that Rule 13e-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) is not applicable to the exchange offer.
Pursuant to Rule 13e-3(a)(3), a Rule 13e-3 transaction is any transaction or series of transactions which has “either a reasonable likelihood or a purpose” of producing, either directly or indirectly, any of the following effects:
(A) causing any class of equity securities of the issuer which is subject to section 12(g) or section 15(d) of the Exchange Act to become eligible for termination of registration under Exchange Act Rules 12g-4 or 12h-6, or causing the reporting obligations with respect to such class to become eligible for termination under Exchange Act Rule 12h-6; or suspension under Exchange Act Rule 12h-3 or section 15(d) of the Exchange Act (Rule 13e-3(a)(3)(ii)(A)); or
(B) causing any class of equity securities of the issuer which is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange nor authorized to be quoted on an inter-dealer quotation system of any registered national securities association (Rule 13e-3(a)(3)(ii)(B)).
Division of Corporation Finance
U.S. Securities and Exchange
Commission
July 24, 2014
Santander Brasil’s American Depositary Shares (the “Santander Brasil ADSs”) are registered pursuant to Section 12(b) of the Exchange Act and are listed on the New York Stock Exchange (“NYSE”). Based on information provided by Santander Brasil and by JPMorgan Chase Bank N.A., in its capacity as depositary for the Santander Brasil ADSs, (i) as of June 30, 2014, there were approximately 27,165 beneficial holders of Santander Brasil ADSs, holding approximately 404,291,287 Santander Brasil ADSs that are “publicly-held” under the NYSE definitions, and (ii) as of July 16, 2014, there were 22 record holders of Santander Brasil ADSs, including Cede &Co. as the nominee of the Depository Trust Company, and 2 record holders of Santander Brasil units (which underlie the Santander Brasil ADSs).
Rule 13e-3(a)(3)(ii)(A) is inapplicable to the exchange offer because Santander Brasil does not have a class of equity securities subject to Section 12(g) or Section 15(d) of the Exchange Act. Section 12(g) of the Exchange Act does not apply to the Santander Brasil ADSs pursuant to Section 12(g)(2)(A) of the Exchange Act because the Santander Brasil ADSs are listed and registered on a national securities exchange and the provisions of Section 15(d) of the Exchange Act do not apply to the Santander Brasil ADSs because the Santander Brasil ADSs are already registered under Section 12(b) of the Exchange Act. In addition, even if the exception under Section 12(g)(2)(A) of the Exchange Act ceased to apply to Santander Brasil, pursuant to Rule 12g-2 Santander Brasil would not be required to register pursuant to Section 12(g) of the Exchange Act because it currently has fewer than 300 record holders.
Rule 13e-3(a)(3)(ii)(B) is inapplicable to the exchange offer because Santander Spain does not have “a reasonable likelihood or a purpose” of causing the Santander Brasil ADSs to be delisted from the NYSE.
First, according to the NYSE’s Listed Company Manual, the NYSE would consider initiation of suspension and delisting procedures when: (a) the total number of stockholders is less than 400, or (b) the total number of stockholders is less than 1,200 and the average monthly trading volume for the most recent 12 months is less than 100,000 shares or (c) the number of “publicly-held” shares is less than 600,000.
Division of Corporation Finance
U.S. Securities and Exchange
Commission
July 24, 2014
Based on the information available to Santander Spain as described above, the NYSE would consider delisting the Santander Brasil ADSs if (i) at least 98.53% of the holders of Santander Brasil ADSs tendered all of their ADSs into the exchange offer, or (ii) at least 95.58% of the holders of Santander Brasil ADSs tendered all of their ADSs into the exchange offer and the average monthly trading volume for Santander Brasil ADSs fell below 100,000 shares for the previous 12 months or (iii) at least 99.85% of the publicly-held Santander Brasil ADSs were tendered into the exchange offer. Santander Spain believes that it is unlikely that any of these requirements could be triggered by the exchange offer, and Santander Spain expects that after consummation of the exchange offer, the number of holders, trading volume and number of publicly-held Santander Brasil ADSs will remain substantially above the NYSE listing requirements. Santander Spain therefore respectfully submits that there is not a “reasonable likelihood” that the Santander Brasil ADSs will become eligible for delisting from the NYSE as a result of consummation of the exchange offer.
Second, as stated in its announcement of the proposed exchange offer and in the Registration Statement, Santander Spain does not intend to request delisting of the Santander Brasil ADSs from the NYSE, subject to continuing to meet the listing requirements. In Brazil, Santander Brasil will remain listed on the Brazilian stock exchange, BM&FBOVESPA (“Bovespa”), regardless of the outcome of the exchange offer. Santander Spain therefore respectfully submits that the exchange offer does not have the “purpose,” as used in Rule 13e-3, of causing the delisting of Santander Brasil ADSs from the NYSE.
For the reasons set forth above, Santander Spain believes that the exchange offer is not a Rule 13e-3 transaction. However, even if the exchange offer were deemed to be a Rule 13e-3 transaction, for the reasons set forth below, Santander Spain believes that the exception afforded by Rule 13e-3(g)(2) exempts the exchange offer from application of Rule 13e-3.
Rule 13e-3(g)(2) provides that Rule 13e-3 does not apply to any Rule 13e-3 transaction in which the security holders are offered or receive only an equity security; provided that:
(i) such equity security has substantially the same rights as the equity security which is the subject of the Rule 13e-3 transaction including, but not limited to, voting, dividends, redemption and liquidation rights except that this requirement shall be deemed to be satisfied if unaffiliated security holders are offered common stock (emphasis added);
(ii) such equity security is registered pursuant to section 12 of the Exchange Act or reports are required to be filed by the issuer thereof pursuant to section 15(d) of the Exchange Act; and
(iii) if the security which is the subject of the Rule 13e-3 transaction was either listed on a national securities exchange or authorized to be quoted in an interdealer quotation system of a registered national securities association, such equity security is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association.
Division of Corporation Finance
U.S. Securities and Exchange
Commission
July 24, 2014
In the exchange offer, holders of Santander Brasil securities that tender their securities to the U.S. exchange agent will receive American Depositary Shares of Santander Spain (“Santander Spain ADSs”) representing Santander Spain ordinary shares. The Santander Spain ADSs and the Santander Spain ordinary shares will be registered under Section 12 of the Exchange Act, and the Santander Spain ADSs will be listed on the NYSE, satisfying the requirements of clauses (ii) and (iii) of Rule 13e-3(g)(2).
With respect to clause (i) of Rule 13e-3(g)(2), Santander Spain respectfully submits that the Santander Spain ordinary shares offered as consideration in the form of Santander Spain ADSs should be deemed “common stock” for this purpose.
Rule 13e-3 itself does not provide a definition of “common stock.” Rule 12b-2 under the Exchange Act and Rule 405 under the Securities Act, however, define “common equity” as “any class of common stock or an equivalent interest, including but not limited to a unit of beneficial interest in a trust or a limited partnership interest.” In another context, the Commission has stated that for purposes of the calculation of the actively-traded securities exception from Rule 101 under Regulation M, the ordinary shares issued by a foreign issuer are treated as “common equity securities” and noted that the “phrase ‘common equity securities’ includes the equivalent type of stock of a foreign issuer.” (Frequently Asked Questions About Regulation M, Division of Market Regulation: Staff Legal Bulletin No. 9 available at http://www.sec.gov/interps/legal/mrslb9.htm ).
Santander Spain respectfully submits that the term “ordinary shares” is merely the nomenclature used in Spain and numerous other countries to refer to the class of security usually referred to in the U.S. as “common stock.” For example, the Santander Spain ordinary shares do not entitle their holders to the right to receive a fixed amount of dividends, do not have fixed liquidation values, are not subject to mandatory redemption by Santander Spain or optional redemption by the holders thereof, and their terms do not include covenants of Santander Spain. Rather, the Santander Spain ordinary shares participate in the profits and losses of Santander Spain as common stock does, give the holders thereof full voting rights and entitle them to receive the residual value of Santander Spain after liquidation of the company. Santander Spain does not have any class of equity securities other than the Santander Spain ordinary shares. In other words, the Santander Spain “ordinary shares” are what in the U.S. would be called “common stock”. Therefore, Santander Spain believes that the Santander Spain ordinary shares being offered in the exchange offer (in the form of Santander Spain ADSs) should be deemed “common stock” for purposes of Rule 13e-3(g)(2).
Division of Corporation Finance
U.S. Securities and Exchange
Commission
July 24, 2014
For the reasons set forth above, Santander Spain respectfully submits that even if the exchange offer was deemed to be a Rule 13e-3 transaction, by virtue of the exception contained in Rule 13e-3(g)(2), the exchange offer is exempt from application of Rule 13e-3.
4. Please supplement your Questions & Answers to clarify what will occur if a securityholder’s Brasil Santander securities are not accepted for exchange in the offer for any reason.
Response: Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on page 14 of the Amendment to provide the requested information.
Where You Can Find More Information, page 13
5. We note you intend to file a Schedule TO pursuant to Rule 14d-3. Please note that any review of the Schedule TO should be complete before requesting effectiveness of the F-4.
Response: Santander Spain respectfully acknowledges the Staff’s comment.
6. We note that you have submitted a request for exemptive relief from certain US tender offer rules in connection with the offer. We are continuing to process and consider that request. Please note that by issuing these comments, we are not taking a position with respect to your separate request. Further, we will likely issue additional comments as revisions are made to the exemptive letter. Please confirm your understanding in a response letter.
Response: Santander Spain respectfully acknowledges the Staff’s comment.
Division of Corporation Finance
U.S. Securities and Exchange
Commission
July 24, 2014
7. Please see our comment above. Please confirm that you will conform the statements made in the registration statement to the parameters outlined in your request letter and to relief, if any, that is granted.
Response: Santander Spain respectfully acknowledges the Staff’s comment. Santander Spain has revised pages 11, 25 and 90 of the Amendment to refle
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CORRESP 1 filename1.htm SEC Response Letter New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Marc O. Williams Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 6145 tel 212 450 5500 fax marc.williams@davispolk.com July 24, 2014 Re: Banco Santander S.A. Registration Statement on Form F-4 File No. 333-196887 Ms. Suzanne Hayes Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 4720 Washington, DC 20549-3628 Dear Ms. Hayes, On behalf of our client, Banco Santander, S.A. (“Santander Spain”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Santander Spain’s Registration Statement on Form F-4 filed on June 18, 2014 (the “Registration Statement”) in connection with its proposed exchange offer to acquire securities of Banco Santander (Brasil) S.A. (“Santander Brasil”) contained in the Staff’s letter dated July 14, 2014 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, Santander Spain has revised the Registration Statement and is filing Amendment No. 1 (the “Amendment”) to the Registration Statement together with this response letter. This Amendment also contains certain additional updates and revisions. We are also sending, under separate cover, a copy of the Amendment and three marked copies of the Amendment showing the changes to the Registration Statement. Set forth below are Santander Spain’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by Santander Spain’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the Amendment submitted herewith where the revised language addressing a particular comment appears. Division of Corporation Finance U.S. Securities and Exchange Commission 2 July 24, 2014 How do I tender my Santander Brazil shares…, page 5 1. As indicated in your exemptive letter request, please revise your disclosure to indicate that the Auction will commence on the expiration date of the initial offering period immediately after the expiration of the initial offering period. Please make conforming changes throughout the prospectus. Response: Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on pages iii, 2, 5 and 75 of the Amendment to provide the requested information. If I do not participate in the exchange offer, will may Santander Brasil securities continue to be listed on the New York Stock Exchange and Bovespa?, page 10 2. In order for investors to better understand the possibility that Santander Brasil ADSs may be delisted from the New York Stock Exchange; please put the NYSE guideline for delisting securities in context. Please discuss the number of Santander Brasil ADSs and the number of holders, as of a recent date. Please also disclosure the percentage of those holders who, if they tendered, would cause Santander Brasil ADSs to fall under the holder and volume limits of the NYSE guidelines. Make conforming changes to the disclosure on page 25 and 36. Response: Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on pages 25 and 37 of the Amendment to provide the requested information. 3. Please refer to Exchange Act Rule 13e-3(a)(3). Given the terms of the exchange offer, there appears to be a reasonable likelihood of the delisting of Santander Brasil ADSs from the New York Stock Exchange. Referencing relevant precedent and/or interpretative positions, please provide your well-reasoned legal analysis of why you believe Rule 13e-3 does not apply to this offer. Response: Santander Spain respectfully advises the Staff that, for the reasons set forth below, Santander Spain believes that Rule 13e-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) is not applicable to the exchange offer. Pursuant to Rule 13e-3(a)(3), a Rule 13e-3 transaction is any transaction or series of transactions which has “either a reasonable likelihood or a purpose” of producing, either directly or indirectly, any of the following effects: (A) causing any class of equity securities of the issuer which is subject to section 12(g) or section 15(d) of the Exchange Act to become eligible for termination of registration under Exchange Act Rules 12g-4 or 12h-6, or causing the reporting obligations with respect to such class to become eligible for termination under Exchange Act Rule 12h-6; or suspension under Exchange Act Rule 12h-3 or section 15(d) of the Exchange Act (Rule 13e-3(a)(3)(ii)(A)); or (B) causing any class of equity securities of the issuer which is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange nor authorized to be quoted on an inter-dealer quotation system of any registered national securities association (Rule 13e-3(a)(3)(ii)(B)). Division of Corporation Finance U.S. Securities and Exchange Commission 3 July 24, 2014 Santander Brasil’s American Depositary Shares (the “Santander Brasil ADSs”) are registered pursuant to Section 12(b) of the Exchange Act and are listed on the New York Stock Exchange (“NYSE”). Based on information provided by Santander Brasil and by JPMorgan Chase Bank N.A., in its capacity as depositary for the Santander Brasil ADSs, (i) as of June 30, 2014, there were approximately 27,165 beneficial holders of Santander Brasil ADSs, holding approximately 404,291,287 Santander Brasil ADSs that are “publicly-held” under the NYSE definitions, and (ii) as of July 16, 2014, there were 22 record holders of Santander Brasil ADSs, including Cede &Co. as the nominee of the Depository Trust Company, and 2 record holders of Santander Brasil units (which underlie the Santander Brasil ADSs). Rule 13e-3(a)(3)(ii)(A) is inapplicable to the exchange offer because Santander Brasil does not have a class of equity securities subject to Section 12(g) or Section 15(d) of the Exchange Act. Section 12(g) of the Exchange Act does not apply to the Santander Brasil ADSs pursuant to Section 12(g)(2)(A) of the Exchange Act because the Santander Brasil ADSs are listed and registered on a national securities exchange and the provisions of Section 15(d) of the Exchange Act do not apply to the Santander Brasil ADSs because the Santander Brasil ADSs are already registered under Section 12(b) of the Exchange Act. In addition, even if the exception under Section 12(g)(2)(A) of the Exchange Act ceased to apply to Santander Brasil, pursuant to Rule 12g-2 Santander Brasil would not be required to register pursuant to Section 12(g) of the Exchange Act because it currently has fewer than 300 record holders. Rule 13e-3(a)(3)(ii)(B) is inapplicable to the exchange offer because Santander Spain does not have “a reasonable likelihood or a purpose” of causing the Santander Brasil ADSs to be delisted from the NYSE. First, according to the NYSE’s Listed Company Manual, the NYSE would consider initiation of suspension and delisting procedures when: (a) the total number of stockholders is less than 400, or (b) the total number of stockholders is less than 1,200 and the average monthly trading volume for the most recent 12 months is less than 100,000 shares or (c) the number of “publicly-held” shares is less than 600,000. Division of Corporation Finance U.S. Securities and Exchange Commission 4 July 24, 2014 Based on the information available to Santander Spain as described above, the NYSE would consider delisting the Santander Brasil ADSs if (i) at least 98.53% of the holders of Santander Brasil ADSs tendered all of their ADSs into the exchange offer, or (ii) at least 95.58% of the holders of Santander Brasil ADSs tendered all of their ADSs into the exchange offer and the average monthly trading volume for Santander Brasil ADSs fell below 100,000 shares for the previous 12 months or (iii) at least 99.85% of the publicly-held Santander Brasil ADSs were tendered into the exchange offer. Santander Spain believes that it is unlikely that any of these requirements could be triggered by the exchange offer, and Santander Spain expects that after consummation of the exchange offer, the number of holders, trading volume and number of publicly-held Santander Brasil ADSs will remain substantially above the NYSE listing requirements. Santander Spain therefore respectfully submits that there is not a “reasonable likelihood” that the Santander Brasil ADSs will become eligible for delisting from the NYSE as a result of consummation of the exchange offer. Second, as stated in its announcement of the proposed exchange offer and in the Registration Statement, Santander Spain does not intend to request delisting of the Santander Brasil ADSs from the NYSE, subject to continuing to meet the listing requirements. In Brazil, Santander Brasil will remain listed on the Brazilian stock exchange, BM&FBOVESPA (“Bovespa”), regardless of the outcome of the exchange offer. Santander Spain therefore respectfully submits that the exchange offer does not have the “purpose,” as used in Rule 13e-3, of causing the delisting of Santander Brasil ADSs from the NYSE. For the reasons set forth above, Santander Spain believes that the exchange offer is not a Rule 13e-3 transaction. However, even if the exchange offer were deemed to be a Rule 13e-3 transaction, for the reasons set forth below, Santander Spain believes that the exception afforded by Rule 13e-3(g)(2) exempts the exchange offer from application of Rule 13e-3. Rule 13e-3(g)(2) provides that Rule 13e-3 does not apply to any Rule 13e-3 transaction in which the security holders are offered or receive only an equity security; provided that: (i) such equity security has substantially the same rights as the equity security which is the subject of the Rule 13e-3 transaction including, but not limited to, voting, dividends, redemption and liquidation rights except that this requirement shall be deemed to be satisfied if unaffiliated security holders are offered common stock (emphasis added); (ii) such equity security is registered pursuant to section 12 of the Exchange Act or reports are required to be filed by the issuer thereof pursuant to section 15(d) of the Exchange Act; and (iii) if the security which is the subject of the Rule 13e-3 transaction was either listed on a national securities exchange or authorized to be quoted in an interdealer quotation system of a registered national securities association, such equity security is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association. Division of Corporation Finance U.S. Securities and Exchange Commission 5 July 24, 2014 In the exchange offer, holders of Santander Brasil securities that tender their securities to the U.S. exchange agent will receive American Depositary Shares of Santander Spain (“Santander Spain ADSs”) representing Santander Spain ordinary shares. The Santander Spain ADSs and the Santander Spain ordinary shares will be registered under Section 12 of the Exchange Act, and the Santander Spain ADSs will be listed on the NYSE, satisfying the requirements of clauses (ii) and (iii) of Rule 13e-3(g)(2). With respect to clause (i) of Rule 13e-3(g)(2), Santander Spain respectfully submits that the Santander Spain ordinary shares offered as consideration in the form of Santander Spain ADSs should be deemed “common stock” for this purpose. Rule 13e-3 itself does not provide a definition of “common stock.” Rule 12b-2 under the Exchange Act and Rule 405 under the Securities Act, however, define “common equity” as “any class of common stock or an equivalent interest, including but not limited to a unit of beneficial interest in a trust or a limited partnership interest.” In another context, the Commission has stated that for purposes of the calculation of the actively-traded securities exception from Rule 101 under Regulation M, the ordinary shares issued by a foreign issuer are treated as “common equity securities” and noted that the “phrase ‘common equity securities’ includes the equivalent type of stock of a foreign issuer.” (Frequently Asked Questions About Regulation M, Division of Market Regulation: Staff Legal Bulletin No. 9 available at http://www.sec.gov/interps/legal/mrslb9.htm ). Santander Spain respectfully submits that the term “ordinary shares” is merely the nomenclature used in Spain and numerous other countries to refer to the class of security usually referred to in the U.S. as “common stock.” For example, the Santander Spain ordinary shares do not entitle their holders to the right to receive a fixed amount of dividends, do not have fixed liquidation values, are not subject to mandatory redemption by Santander Spain or optional redemption by the holders thereof, and their terms do not include covenants of Santander Spain. Rather, the Santander Spain ordinary shares participate in the profits and losses of Santander Spain as common stock does, give the holders thereof full voting rights and entitle them to receive the residual value of Santander Spain after liquidation of the company. Santander Spain does not have any class of equity securities other than the Santander Spain ordinary shares. In other words, the Santander Spain “ordinary shares” are what in the U.S. would be called “common stock”. Therefore, Santander Spain believes that the Santander Spain ordinary shares being offered in the exchange offer (in the form of Santander Spain ADSs) should be deemed “common stock” for purposes of Rule 13e-3(g)(2). Division of Corporation Finance U.S. Securities and Exchange Commission 6 July 24, 2014 For the reasons set forth above, Santander Spain respectfully submits that even if the exchange offer was deemed to be a Rule 13e-3 transaction, by virtue of the exception contained in Rule 13e-3(g)(2), the exchange offer is exempt from application of Rule 13e-3. 4. Please supplement your Questions & Answers to clarify what will occur if a securityholder’s Brasil Santander securities are not accepted for exchange in the offer for any reason. Response: Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on page 14 of the Amendment to provide the requested information. Where You Can Find More Information, page 13 5. We note you intend to file a Schedule TO pursuant to Rule 14d-3. Please note that any review of the Schedule TO should be complete before requesting effectiveness of the F-4. Response: Santander Spain respectfully acknowledges the Staff’s comment. 6. We note that you have submitted a request for exemptive relief from certain US tender offer rules in connection with the offer. We are continuing to process and consider that request. Please note that by issuing these comments, we are not taking a position with respect to your separate request. Further, we will likely issue additional comments as revisions are made to the exemptive letter. Please confirm your understanding in a response letter. Response: Santander Spain respectfully acknowledges the Staff’s comment. Division of Corporation Finance U.S. Securities and Exchange Commission 7 July 24, 2014 7. Please see our comment above. Please confirm that you will conform the statements made in the registration statement to the parameters outlined in your request letter and to relief, if any, that is granted. Response: Santander Spain respectfully acknowledges the Staff’s comment. Santander Spain has revised pages 11, 25 and 90 of the Amendment to refle