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Rating Action:

Moody's affirms ratings of Banco Santander México and Casa de Bolsa Santander; outlook remains negative

 The document has been translated in other languages

16 Jan 2018

NOTE: On January 19, 2018, the press release was corrected as follows: In the list of affected credit ratings, the maturity date for MXN3 billion CERTIFICADOS BURSÁTILES (BSANT 16-3) was changed to 2026. Revised release follows.

Mexico, January 16, 2018 -- Moody's de México has today affirmed all ratings and assessments of Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México (Banco Santander México) and Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander México (Casa de Bolsa Santander). Their outlooks remain negative.

Moody's also affirmed the junior subordinated debt ratings of Ba1 (hyb) in global local currency and A1.mx (hyb) in the Mexican National Scale of the $500 million issuance of Perpetual Subordinated Non-Preferred Contingent Convertible Additional Tier 1 Capital Notes with non-cumulative mandatory and optional deferral of coupons (hybrid) issued by Grupo Financiero Santander, S.A.B. de C.V. (Old Holdco), now payable by Banco Santander México.

The rating action follows Banco Santander México's absorption of Old Holdco on 1 January 2018. The purpose of the restructuring was to comply with guidelines issued by the European Central Bank (ECB) whereby minority interest may only be considered for regulatory capital purposes at the consolidated bank level if the entity from which minority interest is generated collects deposits from the public and is regulated. Banco Santander, S.A. (Spain) (Santander Spain, deposits A3 stable, BCA baa1) had just a 74.96% interest in Old Holdco, with the balance held by various minority shareholders.

Following the absorption of Old Holco into the bank, and the assumption of all of its liabilities including its hybrid directly by the bank, Old Holdco's minority shareholders have become direct shareholders of a regulated entity. Santander Spain now holds its controlling interest in Santander Mexico through a new 99.99%-owned holding company, Grupo Financiero Santander, S.A. de C.V. (New Holdco), which will allow the ECB to account those minority interests as regulatory capital for Santander Spain.

The following ratings and assessments were affirmed:

Banco Santander (México), S.A. (600011987)

.Adjusted Baseline Credit Assessment of baa1

.Baseline Credit Assessment, of baa2

.Long-term global local currency deposit rating of A3, negative outlook

.Short-term global local currency deposit rating of Prime-2

.Long-term global foreign currency deposit rating of A3, negative outlook

.Short-term global foreign currency deposit rating of Prime-2

.Long-term Mexican National Scale deposit rating of Aaa.mx

.Short-term Mexican National Scale deposit rating of MX-1

.Long-term global local currency senior unsecured debt rating of A3, negative outlook

MXN1.7 billion CERTIFICADOS BURSÁTILES due 2021 (BSANT 11-3)

.Long-term Mexican National Scale senior unsecured debt rating of Aaa.mx

MXN1.7 billion CERTIFICADOS BURSÁTILES due 2021 (BSANT 11-3)

.Long-term global local currency senior unsecured debt rating of A3, negative outlook

MXN3 billion CERTIFICADOS BURSÁTILES due 2018 (BSANT 15)

.Long-term Mexican National Scale senior unsecured debt rating of Aaa.mx

MXN3 billion CERTIFICADOS BURSÁTILES due 2018 (BSANT 15)

.Long-term global local currency senior unsecured debt rating of A3, negative outlook

MXN3 billion CERTIFICADOS BURSÁTILES due 2018 (BSANT 16)

.Long-term Mexican National Scale senior unsecured debt rating of Aaa.mx

MXN3 billion CERTIFICADOS BURSÁTILES due 2018 (BSANT 16)

.Long-term global local currency senior unsecured debt rating of A3, negative outlook

MXN4 billion CERTIFICADOS BURSÁTILES due 2021 (BSANT 16-2)

.Long-term Mexican National Scale senior unsecured debt rating of Aaa.mx

MXN4 billion CERTIFICADOS BURSÁTILES due 2021 (BSANT 16-2)

.Long-term global local currency senior unsecured debt rating of A3, negative outlook

MXN3 billion CERTIFICADOS BURSÁTILES due 2026 (BSANT 16-3)

.Long-term Mexican National Scale senior unsecured debt rating of Aaa.mx

MXN3 billion CERTIFICADOS BURSÁTILES due 2026 (BSANT 16-3)

.Long-term Counterparty Risk Assessment, of A2(cr)

.Short-term Counterparty Risk Assessment, of Prime-1(cr)

Casa de Bolsa Santander, S.A. de C.V. (821609725)

.Long-term global local currency issuer rating of Baa1, negative outlook

.Short-term global local currency issuer rating of Prime-2

.Long-term Mexican National Scale issuer rating of Aa1.mx

.Short-term Mexican National Scale issuer rating of MX-1

The following rating by Grupo Financiero Santander, S.A.B. de C.V. (600013749), assumed by Banco Santander México, was affirmed:

.Long-term global local currency junior subordinated debt rating of Ba1 (hyb)

$500 million Perpetual Contingent Convertible Capital Notes (SANTAT1 16)

.Long-term Mexican National Scale junior subordinated debt rating of A1.mx (hyb)

$500 million Perpetual Contingent Convertible Capital Notes (SANTAT1 16)

RATINGS RATIONALE

AFFIRMATION OF BANCO SANTANDER MÉXICO RATINGS, WITH NEGATIVE OUTLOOK

Moody's affirmed the ratings of Banco Santander México because the corporate restructuring will have no effect on the bank's financial fundamentals or ultimate ownership. The bank's assumption of Old Holdco's hybrid will not create new debt for the bank because it had issued back-to-back hybrid notes to Old Holdco at the time of the issuance of the hybrid, that have now been cancelled. Other assets and liabilities assumed by the bank from Old Holdco are negligible.

The affirmation also considers the improvement in Banco Santander México's profitability and capitalization in the first nine months of 2017, following a sustained deterioration in the previous two to three years. Net income rebounded to 1.4% of tangible assets, from 1.2% in calendar year 2016, while tangible common equity rose to 11.6% of risk-weighted assets, from 10.5%. The rebound in profitability was driven by the steep rise in interest rates in Mexico, while the bank's funding costs remained low thanks to its strong access to low cost retail deposit funding and operating cost increases were contained. Although capitalization remains below those of rated peers globally, it will continue to benefit from higher earnings generation. At the same time, asset quality continued to improve, with problem loans falling to just 2.3% of gross loans in September. Notwithstanding the low non-performing loan ratio, however, asset risks reflect the potential impact of heightened uncertainty regarding US trade policies and the upcoming presidential elections.

Given Banco Santander México's importance to Santander Spain, the rating agency assesses a moderate probability of affiliate support, which results in a one notch uplift from Banco Santander México's baa2 standalone baseline credit assessment (BCA), to an adjusted BCA of baa1.

The outlook on Banco Santander México's ratings remains negative, as a result of the negative outlook on the government's bond rating.

AFFIRMATION OF CASA DE BOLSA SANTANDER RATINGS

Moody's affirmation of all of Casa de Bolsa Santander's ratings incorporates Moody's assessment of the brokerage house as highly integrated and harmonized with Banco Santander México, whose standalone strength and ownership by Santander Spain remains unchanged following the corporate restructuring. Following the restructuring, control of Casa de Bolsa Santander has been transferred to New Holdco from Old Holdco (after momentarily being under the bank's ownership), and Santander Spain's effective interest in Casa de Bolsa Santander increased to virtually 100%, from 74.96% previously. Consequently, the creditworthiness of Casa de Bolsa Santander continues to be best reflected by the rating agency's baa1 adjusted BCA for Banco Santander México, from which Moody's continues to expect full support despite the fact that minority shareholders now have a larger stake in the bank than they do in the brokerage house. This operation did not create any goodwill as transfer pricing methods were used in order to value Casa de Bolsa Santander.

Moody's assessment takes into consideration that Casa de Bolsa Santander is so highly integrated into Banco Santander México's operations that a separate standalone analysis does not produce a meaningful result. Casa de Bolsa Santander is effectively a booking entity for Banco Santander México. Its standalone franchise is very limited; it does not have separate money and capital markets desks, and it is heavily reliant on services provided by Santander México. Moreover, there is little differentiation for its customers to indicate which entity is providing the services in question. The brokerage houses remains a sister company of the bank following the corporate restructuring because local regulations do not allow banks to own a brokerage house.

The negative outlook of Casa de Bolsa Santander reflects the negative pressure on Santander México's standalone credit profile, due to a deterioration in the bank's financial performance in the years prior to 2017. Despite the recent recovery in the bank's financial performance, it remains unclear if these improvements will be sustainable.

AFFIRMATION OF ADDITIONAL TIER 1 CAPITAL NOTES

The affirmation of the rating assigned to Old Holdco's hybrid also considers the assumption of the notes by the bank.

Despite being obligations of Old Holdco, the ratings of the hybrid did not previously incorporate any additional downward notching for structural subordination because Old Holdco previously held back-to-back obligations issued by the bank with largely matching terms and conditions. These obligations from the bank to Old Holdco have now been extinguished.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward ratings pressure for Banco Santander México's ratings (excluding the hybrid) is limited because they are already at the same level as the Mexican sovereign due to the very high probability that the bank will receive financial support from the government in an event of stress. The ratings on both the hybrid and Casa de Bolsa Santander could face upward pressure if capital, profitability, and asset quality continue to improve, and uncertainties related to NAFTA and Mexico's upcoming presidential elections diminish.

While the bank's ratings (excluding the hybrid) will face downward pressure, in line with the negative outlook, if Mexico's government bond ratings are downgraded, they are not likely to be affected by a deterioration in the bank's fundamentals at this time. However, the ratings of both hybrid and Casa de Bolsa Santander would face downward pressure if the recent improvements in Banco Santander México's financial fundamentals prove unsustainable.

The principal methodology used in rating Banco Santander (Mexico), S.A. and Grupo Financiero Santander, S.A.B. de C.V. was Banks published in September 2017. The principal methodology used in rating Casa de Bolsa Santander, S.A. de C.V. was Securities Industry Market Makers published in September 2017. Please see the Rating Methodologies page on www.moodys.com.mx for a copy of these methodologies.

The period of time covered in the financial information used to determine Banco Santander (México), S.A.'s rating is between 1 January 2012 and 30 September 2017 (source: Moody's and issuer's financial statements).

The period of time covered in the financial information used to determine Casa de Bolsa Santander, S.A. de C.V.'s rating is between 1 January 2012 and 30 September 2017 (source: Moody's and issuer's financial statements).

Moody's National Scale Credit Ratings (NSRs) are intended as relative measures of creditworthiness among debt issues and issuers within a country, enabling market participants to better differentiate relative risks. NSRs differ from Moody's global scale credit ratings in that they are not globally comparable with the full universe of Moody's rated entities, but only with NSRs for other rated debt issues and issuers within the same country. NSRs are designated by a ".nn" country modifier signifying the relevant country, as in ".za" for South Africa. For further information on Moody's approach to national scale credit ratings, please refer to Moody's Credit rating Methodology published in May 2016 entitled "Mapping National Scale Ratings from Global Scale Ratings". While NSRs have no inherent absolute meaning in terms of default risk or expected loss, a historical probability of default consistent with a given NSR can be inferred from the GSR to which it maps back at that particular point in time. For information on the historical default rates associated with different global scale rating categories over different investment horizons, please see https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1060333.

REGULATORY DISCLOSURES

Information sources used to prepare the rating are the following: parties involved in the ratings, public information, and confidential and proprietary Moody's information.

The ratings have been disclosed to the rated entities prior to public dissemination.

A general listing of the sources of information used in the rating process, and the structure and voting process for the rating committees responsible for the assignment and monitoring of ratings can be found in the Disclosure tab in www.moodys.com.mx.

The date of the last Credit Rating Action for Banco Santander (México), S.A. was 22 December 2016.

The date of the last Credit Rating Action for Grupo Financiero Santander, S.A.B. de C.V. was 23 March 2017.

The date of the last Credit Rating Action for Casa de Bolsa Santander, S.A. de C.V. was 14 June 2016.

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 further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.mx.

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.

This credit rating is subject to upgrade or downgrade based on future changes in the financial condition of the Issuer/Security, and said modifications will be made without Moody's de México S.A. de C.V accepting any liability as a result.

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

Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating.

Moody's adopts all necessary measures so that the information it uses in assigning a rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see Moody's Rating Symbols and Definitions on www.moodys.com.mx for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com.mx for the last rating action and the rating history. The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see our website www.moodys.com.mx for further information.

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

The ratings issued by Moody's de Mexico are opinions regarding the credit quality of securities and/or their issuers and not a recommendation to invest in any such security and/or issuer.

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

Felipe Carvallo
Vice President - Senior Analyst
Financial Institutions Group
Moody's de Mexico S.A. de C.V
Ave. Paseo de las Palmas
No. 405 - 502
Col. Lomas de Chapultepec
Mexico, DF 11000
Mexico
JOURNALISTS: 1 888 779 5833
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 de Mexico S.A. de C.V
Ave. Paseo de las Palmas
No. 405 - 502
Col. Lomas de Chapultepec
Mexico, DF 11000
Mexico
JOURNALISTS: 1 888 779 5833
Client Service: 1 212 553 1653

No Related Data.
© 2020 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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