Santander Share MAD 12,86€ -0.05% 17:42
Enter at least two characters to search.
SUGGESTED RESULTS THERE ARE NO SUGGESTED RESULTS
SEE ALL RESULTS

CFTC and SEC Swap and Security-Based Swap Disclosures and Notices

Banco Santander, S.A. (“Santander” or “we” or “us”) (LEI number: 5493006QMFDDMYWIAM13) is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a non-U.S. swap dealer pursuant to the Commodity Exchange Act (“CEA”), as amended by Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). Santander is also conditionally registered with the U.S. Securities and Exchange Commission (“SEC”)  as a non-U.S. security-based swap (“SBS”) dealer (“SBSD”) pursuant to the Securities Exchange Act (“SEA”), as amended by the Dodd-Frank Act. The CEA and SEA and the CFTC and SEC rules promulgated thereunder impose regulatory requirements on swap dealers and SBSDs, including business conduct standards with respect to the execution of swaps and SBS with certain counterparties.

These business conduct standards mandate that Santander provide certain disclosures of material information at a reasonably sufficient time prior to entering into a swap or SBS transaction with its swap counterparties (other than counterparties that are swap dealers, major swap participants, SBSDs or major SBS participants (“Regulated Swap Entities”)) to allow the counterparty to assess the material risks and material characteristics of the swap or SBS and the material incentives and conflicts of interest that Santander may have in connection with the swap or SBS.

If you are a Regulated Swap Entity or if you are a non-U.S. person to which Santander is not required by the CFTC or SEC to provide these disclosures, 1 the disclosures outlined below are not intended nor provided for your use.

DISCLOSURE OF MATERIAL INFORMATION

Pursuant to CFTC Rule 23.431(a) and SEC Rule 15Fh-3(b)(1), Santander is hereby providing you with the ISDA General Disclosure Statement for Transactions:

relating to particular swap and SBS transaction types, which describe the following:

  • Material characteristics and risks of swaps and SBS transactions
  • Material characteristics of swaps and SBS transactions related to certain underlying reference assets
  • Material incentives and conflicts of interests that might exist when entering into a swap or SBS transaction with Santander.

Additionally, certain asset-class-specific disclosures relating to interest rate, credit, equity, asset-backed security, commodity, and foreign exchange swaps and SBS, may be found in the following documents:

If you have any difficulties accessing these documents, please contact clientoutreach@gruposantander.com immediately so that we may assist you.

These disclosures shall be deemed to be supplemented by any such additional information and disclosures included in any transaction-specific documentation exchanged between us, including any derivatives master agreement or amendment thereto, swap or SBS transaction term sheet, pre-trade confirmation or master confirmation agreement, or such other communications exchanged between us incorporating such additional information with respect to a swap or SBS or proposed swap or SBS (“Transaction Disclosures”). In the event of any conflict between such Transaction Disclosures and other (more generic) disclosures, the Transaction Disclosures shall prevail.

You should not construe the content of any of the materials herein or disclosures provided as legal, regulatory, financial, tax, accounting or other advice, and you should consult your own attorney, financial advisor, tax advisor or accountant as to legal, regulatory, financial, tax, accounting and related matters concerning the materials and disclosures provided.

NOTHING IN THE MATERIALS OR DISCLOSURES PROVIDED AMENDS OR SUPERSEDES THE EXPRESS TERMS OF ANY TRANSACTION BETWEEN YOU AND US OR ANY RELATED GOVERNING DOCUMENTATION.

In the context of discussing, proposing or entering into a swap or a SBS with Santander, you should refer to any transaction-specific disclosures, material economic terms and any other documentation provided to you by Santander, as well as to the disclosures provided in this communication. Any reference in the materials and disclosures provided herein to any websites should be considered to mean any successor website, as applicable.

Copyright for ISDA disclosures

ISDA (or its affiliates) holds copyrights to certain of the documents to which hyperlinks are provided herein. Those documents may not be reproduced or distributed without ISDA’s written permission except the ISDA Master Agreements, ISDA Credit Support Documents and standardized general and product-specific risk disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions. ISDA provides certain disclaimers to the documents to which hyperlinks are provided herein that you are hereby deemed to have read and are incorporated into this website, as applicable. Additionally, the transaction documentation may contain disclaimers of liabilities that you should review and alert your contact at Santander in the event of any questions or concerns.

Complaint Hotline

For any complaint, please call the Swap Dealer Complaint Hotline at (+1) 212-350-3654

Or by email at: clientservice@gruposantander.com and swapdealercompliance@gruposantander.com

Or at the address below:

Client Services 
Banco Santander, S.A.
Ciudad Grupo Santander
Edificio Dehesa P2
Avda. De Cantabria. s/n
28660 Boadilla del Monte
Madrid
Spain

MATERIAL ECONOMIC TERMS (METs) DISCLOSURES
Disclosure statement regarding transaction terms

This Disclosure Statement describes the manner in which the terms of any Transaction that we may enter into with you will be determined. The term “Transaction” has the meaning set forth in the ISDA General Disclosure Statement for Transactions that we have provided to you.

Before entering into any Transaction, you should conduct a thorough and independent evaluation of the terms of the Transaction in light of your particular circumstances and the nature and extent of your exposure to, and willingness to incur, risk. You should also consider whether the Transaction is appropriate for you in light of your experience, objectives, financial and operational resources and other relevant circumstances. Unless expressly agreed in writing, we are not providing you with legal, regulatory, financial, tax, accounting or other advice in connection with any Transaction.

The terms of any Transaction that you and we enter into will be set forth in the confirmation or other agreement evidencing the Transaction, including any terms incorporated by reference therein. Subject to the exceptions described below, any Transaction that you and we enter into will have the terms that you and we expressly agree upon (orally, via email or in any other manner) in connection with the Transaction and other terms determined as follows:

(1) Specified prior transaction, form confirmation or term sheet. If we notify you that the Transaction will have the terms set forth in a specified term sheet prior transaction, form confirmation or terms spreadsheet, the Transaction will have such terms, subject to any express agreement between you and us in connection with the Transaction.

(2) Master confirmation agreement. If (1) does not apply and you and we are party to a master confirmation agreement that governs the Transaction, the Transaction will have the terms set forth in the master confirmation agreement, subject to any express agreement between you and us in connection with the Transaction.

(3) Unspecified prior transaction. If neither (1) nor (2) applies and you and we have previously entered into a transaction of the same type, the Transaction will have the terms set forth in the most recent transaction of the same type that you and we entered into, subject to any express agreement between you and us in connection with the Transaction.

(4) Unspecified form confirmation or terms spreadsheet. If none of (1), (2) or (3) applies and the Transaction is of a type that is covered by a form confirmation and/or a terms spreadsheet that is available on this site, then the Transaction will have the terms set forth in the form confirmation and/or terms spreadsheet, as applicable, subject to any express agreement between you and us in connection with the Transaction. In the event of any inconsistency between a form confirmation and a terms spreadsheet that relate to the same type of transaction, the terms set forth in the terms spreadsheet will prevail.

The description above of the manner in which the terms of any Transaction that you and we enter into will be determined is subject to the following important exceptions.

(A) If you and we enter into a Transaction that is cleared through a clearing organization or clearing agency or executed through an execution facility that prescribes the terms of the Transaction, the Transaction will have the terms specified by the applicable clearing organization or clearing agency or execution facility and, subject to the rules of the clearing organization or clearing agency or execution facility, any additional terms that you and we expressly agree upon in connection with the Transaction.

(B) If you and we enter into a Transaction for “give-up” to a third party, the terms of the Transaction will be subject to the terms of any agreement with that third party.

Underlying specific terms:

(*) To request the password please contact clientoutreach@gruposantander.com

(**) No ISDA Document may be reproduced or distributed without ISDA’s written permission except the ISDA Master Agreements, ISDA Credit Support Documents and standardized general and product specific risk disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions.

ISDA holds copyright on certain ISDA Documents and that such works may not be reproduced or distributed without ISDA’s written permission except the ISDA Master Agreements, ISDA Credit Support Documents and standardized general and product specific risk disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions.

ISDA Content use should be undertaken only after securing appropriate legal advice on its provisions. ISDA makes no warranty, express or implied, concerning the respective instruments’ suitability for use in any particular transaction and bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of these instruments. In no event may any copyright or trademark notice be removed.

ISDA, its officers, directors, employees, subcontractors, agents, successors or assigns (collectively “Covered Parties”) shall not be liable to You or any of Your Clients for any loss, injury, claim, liability or damage of any kind whatsoever resulting from, arising out of or in any way related to: (a) any errors in or omissions from the ISDA Content; (b) the Client’s use of the ISDA Content; (c) the Client’s use of any equipment or software in connection with the ISDA Content; or (d) any delay or failure in performance. The aggregate liability of the Covered Parties to a Client in connection with any other claim arising out of or relating to the ISDA Content shall not exceed $500.00, which right shall be in lieu of all other remedies that the Client may have against ISDA. In no event shall the Covered Parties be liable for any special, indirect, incidental or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees), lost profits or lost savings in any way due to, resulting from or arising in connection with the ISDA Content contained therein, regardless of any negligence of the Covered Parties.

These documents, their contents and any related communication are issued by Santander, exclusively for its trading counterparties falling within the classification of being US Persons under the Dodd–Frank Act or who are trading through a US branch or affiliate of Santander. It is not being distributed to, and must not be passed on to, any other entity or to the general public.

This communication does not constitute or imply any commitment whatsoever on the part of Santander. Any such offer may only be made once appropriate documentation has been negotiated and agreed.

This communication does not constitute a financial promotion or form part of any invitation, offer, or solicitation to buy, sell, subscribe for, hold or purchase any securities or any other investment or to enter into any transaction and under no circumstances is it to be construed as a binding offer to buy/sell any financial instrument. Santander is not acting in the capacity of a financial advisor.

DAILY MARKS

With respect to swaps subject to CFTC jurisdiction, where 17 CFR 23.431(d)(3) applies, Santander will provide each applicable counterparty (other than a swap entity, security-based swap dealer, or major security-based swap participant) with a daily mark for each uncleared swap that is not subject to daily variation margining. The daily mark will be provided during the term of the swap as of the close of business, or such other time as the parties agree in writing. Santander will also provide the methodology and assumptions used to prepare the daily mark, any material changes to such methodology and assumptions during the term of the swap, and the additional explanatory disclosures required under 17 CFR 23.431(d)(4); provided, however, that Santander is not required to disclose confidential, proprietary information about any model it may use to prepare the daily mark. Santander determines the applicable daily mark for such swaps using methodologies and models that may include market-standard discounted cash flow methodologies and market-standard net-present-value derivative valuation models. The daily mark is an estimate and may not necessarily be a price at which either you or Santander would agree to replace or terminate the swap. Depending on the agreement of the parties, calls for margin may be based on considerations other than the estimated daily mark, and the daily mark may not necessarily be the value of the swap that is marked on Santander's books. The value of a swap may not be readily observable in the market, and Santander's daily mark may vary significantly from marks provided by other market participants. Such marks may be based on inputs or information obtained from external sources. For cleared swaps, where required by 17 CFR 23.431(d)(1), Santander will notify each applicable counterparty (other than a swap entity, security-based swap dealer, or major security-based swap participant) of its right to receive, upon request, the daily mark for each cleared swap from the appropriate derivatives clearing organization ("DCO"), subject to the exceptions in 17 CFR 23.431(d)(2). For uncleared swaps subject to daily variation margining, Santander is not required to provide a daily mark under 17 CFR 23.431(d)(3) or related disclosures under 17 CFR 23.431(d)(4).

With respect to security-based swaps ("SBS") subject to SEC jurisdiction, where 17 CFR 240.15Fh-3(c) applies, Santander will provide daily marks to each applicable counterparty (other than a security-based swap dealer, major security-based swap participant, swap dealer, or major swap participant). For uncleared SBS, Santander will provide the daily mark required by 17 CFR 240.15Fh-3(c)(2), which is the midpoint between the bid and offer, or the calculated equivalent thereof, as of the close of business, unless the parties agree in writing otherwise to a different time, on each business day during the term of the SBS. The daily mark may be based on market quotations for comparable SBS, mathematical models, or a combination thereof. Where Santander calculates the applicable daily mark for an SBS, Santander uses methodologies and models that may include market-standard discounted cash flow methodologies and market-standard net-present-value derivative valuation models. Santander will disclose its data sources and a description of the methodology and assumptions used to prepare the daily mark and will promptly disclose any material changes to such data sources, methodology, and assumptions during the term of the SBS. The value of an SBS may not be readily observable in the market, and Santander's daily mark may vary significantly from marks provided by other market participants. Such marks may be based on inputs or information obtained from external sources. For cleared SBS, Santander will, upon request, provide the daily mark that Santander receives from the appropriate clearing agency as required by 17 CFR 240.15Fh-3(c)(1). For both cleared and uncleared SBS, Santander will provide the daily mark free of charge and without restrictions on your internal use as required by 17 CFR 240.15Fh-3(c)(3).

Unless otherwise agreed with Santander in writing, any daily marks for uncleared swaps and uncleared SBS calculated by Santander and provided by us to you will be calculated as of the close of business on the applicable valuation date. Daily marks made available on a business day may reflect the valuation from the close of business on the prior business day.

CLEARING RIGHTS AND NOTICE

Pursuant to CFTC Rule 23.432 and SEC Rule 15Fh-3(d)(1), with respect to any swap or SBS that is subject to the mandatory clearing requirements under Section 2(h) of the CEA or Section 3Ca-1 of the SEA, you have the sole right to select the DCO or clearing agency at which the swap or SBS will be cleared; and with respect to any swap or SBS that is not subject to such mandatory clearing requirements, you may elect to require clearing of the Covered Product and you have the sole right to select the DCO or clearing agency through which the Covered Product will be cleared.

A list of all clearing agencies that accept SBS is available at: https://www.isda.org/2021/05/03/current-security-based-swap-clearing/. The list of clearing agencies for which Santander has clearing privileges for certain products includes: ICE Clear Credit and ICE Clear Europe.

You are hereby notified that, upon acceptance of a swap or SBS by a DCO or clearing agency, the original swap or SBS between Santander and you is extinguished; the original swap or SBS between Santander and you is replaced by an equal and opposite swap or SBS with the DCO or clearing agency; and all terms of the swap or SBS shall conform to the product specifications of the cleared swap or SBS established under the DCO or clearing agency’s rules.

SPECIAL ENTITIES

If you are an employee benefit plan defined in Section 3 of ERISA that is not subject to Title I of ERISA, you have the right to elect to be treated as a special entity pursuant to CFTC Rule 23.401(c)(6).

If you are an employee benefit plan defined in Section 3 of ERISA that is not subject to Title I of ERISA, you have the right to elect to not be treated as a special entity pursuant to SEC Rule 15Fh-2(d)(4), by notifying us in writing.

SUITABILITY DISCLOSURE

Santander hereby discloses to you (which disclosure is deemed repeated by Santander as of the occurrence of each communication between Santander and you regarding a swap or SBS) that Santander is acting in its capacity as a counterparty and is not undertaking to act in your best interest or to assess the suitability of any swap or SBS or trading strategy involving a swap or SBS for you.

INITIAL MARGIN SEGREGATION NOTICE 

For swap transactions not submitted for clearing, pursuant to CFTC Rule 23.701, you have the right to require that any initial margin you provide in connection with the swap be segregated in accordance with CFTC Rules 23.702 and 23.703. This right does not apply to variation margin payments. If you elect segregation, the terms of such segregation must be established by written agreement. Your election may be changed at your discretion upon written notice, and any such changed election will supersede any prior election with respect to any uncleared swap that is entered into after delivery of such changed election.

For SBS transactions not submitted for clearing, Santander is not a registered broker-dealer that is subject to SEC Rule 15c3-3 and is exempt from omnibus segregation requirements under SEC Rule 240.18a-4 pursuant to Rule 240.18a-4(f). Santander hereby notifies you that pursuant to SEC Rule 240.18a-4(d) (as required pursuant to section 3E(f)(1)(A) and Section 3E(f)(1)(B) of the SEA), you have the right to require segregation of the funds or other property supplied to margin, guarantee, or secure uncleared SBS in a segregated account at an independent third-party custodian separate from the assets and other interests of Santander and designated as a segregated account for you.  This right to require segregation applies only to SBS that are not submitted for clearing to a clearing agency and does not apply to variation margin payments. Such right is independent of other applicable laws, rules or regulations, if any, that may require segregation of SBS margin or collateral.

Please, click here to review the “Non-Reg IM Right of Segregation Notice” document for more details.

Any margin collateral received and held by Santander in respect of uncleared SBS will not be subject to a segregation requirement under SEC Rule 18a-4.  Accordingly, in the event of an insolvency proceeding, receivership or similar process in respect of Santander, absent an effective segregation of such margin collateral from the property of Santander established by contract or other law, such a claim could be treated as a general creditor claim against Santander or its estate.  To the extent that you have posted initial margin to us with respect to uncleared swaps pursuant to § 237.3 (12 C.F.R. § 237.3) of the margin requirements of the Board of Governors of the Federal Reserve System (as amended, supplemented or replaced from time to time) (the “Fed Margin Rules”), such margin must be segregated in accordance with § 237.7 (12 C.F.R. § 237.7) of the Fed Margin Rules.  To the extent that you have posted initial margin to us with respect to an OTC derivatives contract not cleared by a central counterparty pursuant to Article 13 of Commission Delegated Regulation (EU) 2016/2251 of 4 October 2016 (as amended, supplemented or replaced from time to time) (the “EMIR Margin Regulation”), such margin must be segregated in accordance with Article 11(3) of Regulation (EU) No 648/2012 of 4 July 2012 (as amended, supplemented or replaced from time to time), and Articles 19 and 20 of the EMIR Margin Regulation. 

RESOLUTION AUTHORITY NOTICE

Santander hereby notifies you that Santander is not a Covered Financial Company[2] or an Insured Depository Institution.[3]

If either you or we are (i) a Covered Financial Company or (ii) an Insured Depository Institution for which the Federal Deposit Insurance Corporation (“FDIC”) has been appointed as receiver (a “covered party”), certain limitations under Title II of the Dodd-Frank Act or the Federal Deposit Insurance Act of 1950 may apply to the rights of the non-covered party to terminate, liquidate, or net any swap or SBS by reason of the appointment of the FDIC as receiver, notwithstanding any agreement between you and us. In such case, the FDIC may have certain rights to transfer swaps or SBS of the covered party under 210(c)(9)(A) of the Dodd-Frank Act, 12 U.S.C. § 5390(c)(9)(A), or 12 U.S.C. § 1821(e)(9)(A).
 

[1] These disclosures are generally not required for swaps or SBS executed by Santander through a non-U.S. branch or affiliate with non-U.S. persons, but are generally required when SBS trades are arranged, negotiated, or executed by U.S.-based personnel of Santander.

[2] “Covered Financial Company” means a “covered financial company,” as defined in Section 201(a)(8) of the Dodd-Frank Act, 12 U.S.C. § 5381(a)(8).

[3] “Insured Depository Institution” means an “insured depository institution,” as defined in 12 U.S.C. § 1813.