Santander Holdings USA Announces Merger of Webster Virginia; Assumes Debt

What Happened

• Santander Holdings USA, Inc. (SHUSA) filed an 8-K reporting that it entered into a share contribution agreement and a merger agreement to contribute all outstanding Webster Virginia common stock to SHUSA and merge Webster Virginia into SHUSA. The transaction and related steps were completed in August 2026.
• As part of the closing (via supplemental indentures dated August 20, 2026), SHUSA assumed Webster Virginia’s obligations under several indentures and became the issuer under those debt instruments. SHUSA also amended its articles of incorporation on August 10, 2026 to reflect the issuance of SHUSA preferred stock.

Key Details

• Senior Notes: SHUSA assumed all obligations on outstanding 4.100% Senior Notes due March 25, 2029 (interest semiannually; pay dates March 25 and Sept 25).
• Subordinated Notes: SHUSA assumed all obligations on outstanding 5.784% Fixed Rate Reset Subordinated Notes due September 11, 2035 (fixed 5.784% through Sept 11, 2030; thereafter rate = 5‑yr U.S. Treasury + 212.5 bps, payable semiannually).
• Junior Subordinated Debentures: SHUSA assumed Floating Rate Junior Subordinated Deferrable Interest Debentures due September 17, 2033 (interest = 3‑month SOFR + credit spread adjustment + 2.95%, payable quarterly).
• Corporate action: Amended and Restated Articles of Incorporation were amended on August 10, 2026 to reflect issuance of SHUSA preferred stock; a press release was attached to the filing.

Why It Matters

• For investors, the practical effect is that SHUSA is now the obligor on Webster Virginia’s outstanding debt, with the same interest rates, maturities and redemption terms unchanged by these assumptions. That consolidates liabilities onto SHUSA’s balance sheet and clarifies which legal entity will make interest and principal payments going forward.
• The filing provides concrete terms (rates and maturity dates) for each security, so investors holding or tracking these notes or SHUSA securities can confirm payment schedules and redemption provisions.