SEC Comment Letter 0000000000-23-001907 to Banco Santander Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Santander Mexico (CIK 0001698287)
Banco Santander Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Santander Mexico (CIK 0001698287)
Date: Feb. 27, 2023 · CIK: 0001698287 · Accession: 0000000000-23-001907
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo February 27, 2023 Jorge Juantorena Partner Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Re:Banco Santander Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Santander Mexico Schedule 14D9 Filed February 17, 2023 File No. 005-90381 Dear Jorge Juantorena: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. All defined terms have the same meaning as in your filing. Schedule 14D9 filed February 17, 2023 Item 4. The Solicitation or Recommendation, page 3 1.We note the following disclosure that the Committee "resolved that the Offers comply with the requirements established under Mexican Law, including the requirements of section 1, subsection b) and section II of Article 108 of the Mexican Securities Market Law." Please explain the Mexican Law requirements that apply here, including the specific provisions cited and explain how the Offers comply with such requirements. In revised and expanded disclosure, describe the Committee's analysis in reaching such conclusion, including the factors it considered and how it analyzed each.
FirstName LastNameJorge Juantorena Comapany NameCleary Gottlieb Steen & Hamilton LLP February 27, 2023 Page 2 FirstName LastName Jorge Juantorena Cleary Gottlieb Steen & Hamilton LLP February 27, 2023 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Michael Killoy at (202) 551-7576 or Christina Chalk at (202) 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
February 27, 2023
Jorge Juantorena
Partner
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Re:Banco Santander Mexico S.A., Institucion de Banca Multiple, Grupo
Financiero Santander Mexico
Schedule 14D9
Filed February 17, 2023
File No. 005-90381
Dear Jorge Juantorena:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments. All
defined terms have the same meaning as in your filing.
Schedule 14D9 filed February 17, 2023
Item 4. The Solicitation or Recommendation, page 3
1.We note the following disclosure that the Committee "resolved that the Offers comply
with the requirements established under Mexican Law, including the requirements of
section 1, subsection b) and section II of Article 108 of the Mexican Securities Market
Law." Please explain the Mexican Law requirements that apply here, including the
specific provisions cited and explain how the Offers comply with such requirements. In
revised and expanded disclosure, describe the Committee's analysis in reaching such
conclusion, including the factors it considered and how it analyzed each.
FirstName LastNameJorge Juantorena
Comapany NameCleary Gottlieb Steen & Hamilton LLP
February 27, 2023 Page 2
FirstName LastName
Jorge Juantorena
Cleary Gottlieb Steen & Hamilton LLP
February 27, 2023
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Michael Killoy at (202) 551-7576 or Christina Chalk at
(202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions