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PLEASE READ AND SCROLL DOWN!

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Rating Action:

Moody's Upgrades Santander Bank, N.A. and Banco Santander Puerto Rico's senior and subordinate debt ratings

13 Dec 2017

Action anticipates further issuance of loss-absorbing debt

New York, December 13, 2017 -- Moody's Investors Service upgraded Santander Bank, N.A.'s issuer rating, senior unsecured debt rating and subordinate debt rating by one notch to Baa1 and Banco Santander Puerto Rico's issuer rating and senior unsecured bank note program by one notch to Baa1 and (P)Baa1, respectively. The upgrade follows Moody's review initiated on 27 September 2017 prompted by Moody's expectation of significant issuance of additional loss-absorbing capital by Santander Holdings USA, Inc. in response to regulatory requirements by January 2019. This issuance will reduce loss severity for bank-level senior and subordinate unsecured debt, according to Moody's revised advanced Loss Given Failure (LGF) analysis following updates to Moody's Banks rating methodology, published on 26 September 2017, which can be accessed via the following link: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1065675.

Santander Holdings USA, Inc.'s (SHUSA) non-cumulative preferred stock rating was upgraded by one notch to Ba2(hyb) as a result of Moody's decision to introduce its advanced LGF analysis for SHUSA reflecting regulatory requirements and resolution framework.

The other ratings of SHUSA (Baa3 senior unsecured), Santander Bank, N.A. (A2/Prime-1 deposits, baa2 BCA, baa1 adjusted BCA) and Banco Santander Puerto Rico (A2/Prime-1 deposits, ba3 BCA, baa1 adjusted BCA) were unaffected by today's actions.

A list of affected ratings can be found at the end of this press release.

RATINGS RATIONALE

SANTANDER BANK, N.A. AND BANCO SANTANDER PUERTO RICO UPGRADE REFLECTS REDUCED LOSS SEVERITY FOR CREDITORS FROM EXPECTED ISSUANCE OF ADDITIONAL LOSS-ABSORBING CAPITAL

The upgrade of Santander Bank, N.A.'s issuer rating, senior unsecured debt rating and subordinate debt rating and Banco Santander Puerto Rico's issuer rating and senior unsecured bank note program reflects Moody's expectation that SHUSA will continue to issue debt in order to comply with Total Loss Absorbing Capacity (TLAC) requirements equivalent to a minimum of 6% of risk-weighted assets (RWAs) by January 2019. Moody's said that given the long-term debt requirement and the expectation of modest growth in SHUSA's balance sheet, Moody's revised advanced LGF analysis indicates a lower loss-given-failure for bank-level long-term senior and subordinate unsecured creditors, resulting in a one-notch upgrade. The upgrade reflects the lower loss severity of bank senior and subordinated debt as a result of the increased level of TLAC-qualifying long-term debt at SHUSA. Moody's believes the resources at SHUSA will be available for the bank subsidiaries to facilitate resolution. This supports the subordination of the bank subsidiaries' debt structure, reducing the loss severity of the bank subsidiaries' debt.

Banco Santander S.A., the group's ultimate parent in Spain, has announced its issuance plans to meet its minimum TLAC requirements. Its US-based intermediate holding company, SHUSA, has issued $4.7 billion in senior notes in 2017. Moody's expects SHUSA to continue its issuance program to meet TLAC requirements by January 2019, based upon the bank's continued good access to the capital markets.

UPGRADE OF SHUSA'S PREFERRED STOCK REFLECTS INTRODUCTION OF MOODY'S LGF ANALYSIS FOR HOLDING COMPANY

The upgrade of SHUSA's non-cumulative preferred stock rating reflects Moody's application of its advanced LGF analysis for SHUSA in response to regulatory requirements which indicate that SHUSA will be the vehicle for resolution in the US under Banco Santander S.A.'s multiple point of entry resolution strategy. In Moody's view, these requirements increase the certainty that SHUSA would be subject to a Title I resolution, which Moody's views as an operational resolution regime. Under this framework, Moody's advanced LGF framework, a liability-side analysis to assess the impact of a failure to express loss severity in terms of notching, results in a one-notch upgrade to SHUSA's preferred debt ratings.

SHUSA's senior unsecured debt and senior unsecured shelf ratings already incorporate Moody's assumption of high loss severity given its subordination as a holding company. In addition, SHUSA's ratings incorporate Moody's view of a high probability of support from its ultimate parent. SHUSA's ratings also incorporate Moody's views that the credit profile of Santander Consumer USA Inc. (unrated), a largely subprime US consumer finance company of which SHUSA has majority ownership, is much weaker than that of the bank.

WHAT COULD MOVE THE RATINGS UP/DOWN

SHUSA's successful remediation of its current regulatory deficiencies and a sustained period without further process or control issues could be rating positive.

A significant deterioration in Santander Bank, N.A.'s capital ratios, which are currently a key credit strength, could lead to downward movement on the bank's BCA and deposit and debt ratings. A downgrade of the ultimate parent's BCA could also lead to a downgrade of Santander Bank, N.A.'s adjusted BCA and debt and deposit ratings.

The holding company's debt ratings could be downgraded if 1) growth at Santander Consumer dilutes SHUSA's overall credit profile by becoming a much larger contributor of assets or earnings, and/or 2) Santander Consumer's credit profile deteriorates, restricting the finance company's access to funding/liquidity.

LIST OF AFFECTED RATINGS

Issuer: Santander Holdings USA, Inc.

....Non-cumulative Preferred Stock, Upgraded to Ba2 (hyb)

Issuer: Santander Bank, N.A.

....Issuer Rating, Upgraded to Baa1, stable

....Senior Unsecured Regular Bond/Debenture, Upgraded to Baa1, stable

....Subordinate Regular Bond/Debenture, Upgraded to Baa1

Issuer: Banco Santander Puerto Rico

....Issuer Rating, Upgraded to Baa1, stable

....Senior Unsecured Bank Note Program, Upgraded to (P)Baa1

Outlook Actions:

..Issuer: Banco Santander Puerto Rico

....Outlook, Changed To Stable From Rating Under Review

..Issuer: Santander Bank, N.A.

....Outlook, Changed To Stable From Rating Under Review

..Issuer: Santander Holdings USA, Inc.

....Outlook, Changed To Stable From Rating Under Review

The principal methodology used in these ratings was Banks published in September 2017. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

The below contact information is provided for information purposes only. Please see the ratings tab of the issuer page at www.moodys.com, for each of the ratings covered, Moody's disclosures on the lead rating analyst and the Moody's legal entity that has issued the ratings.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Megan Fox
Analyst
Financial Institutions Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

M. Celina Vansetti-Hutchins
MD - Banking
Financial Institutions Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

No Related Data.
© 2021 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

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MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any credit rating, agreed to pay to MJKK or MSFJ (as applicable) for credit ratings opinions and services rendered by it fees ranging from JPY125,000 to approximately JPY550,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

​

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