SEC Division of Trading and Markets no-action letter: Banco Santander, S.A.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
DIVISION OF
TRADING AND MARKETS
Nicholas A. Kronfeld
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Re: Banco Santander, S.A.
File No. TP 19-04
Dear Mr. Kronfeld:
August 2, 2019
In your letter dated August 2, 2019 ( the "Letter"), you request on behalf of Banco Santander, S.A., a bank organized under the laws of the Kingdom of Spain ("Santander Spain"), an exemption from Rules 101 and 102 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act"), to permit Santander Spain and its affiliates to conduct specified "ordinary course" activities in the ordinary shares of Santander Spain (the "Santander Spain Shares") and American Depositary Shares (the "Santander Spain ADSs") during the distribution of such shares in connection with a proposed dual exchange offer (the "Exchange Offers"). 1 You seek exemptive relief to permit Santander Spain and its affiliates to conduct activities in the ordinary course of business outside the United States in Santander Spain Shares and Santander Spain ADSs during the Restricted Period. Specifically, you request that: (i) the Market Making Subsidiary be permitted to continue to engage in market making activities as described in the Letter; (ii) the Treasury Department be permitted to continue to engage in derivatives market making and hedging activities as described in the Letter; (iii) the Asset Managers be permitted to continue to engage in asset management activities as described in the Letter; (iv) the Insurance Companies be permitted to continue to engage in insurance activities as described in the Letter; and (v) the Non-U.S. Brokerage Units be permitted to continue to engage in unsolicited brokerage activities as described in the Letter. You also seek ex emptive relief to permit certain Santander Spain affiliates to conduct activities in the ordinary course of business in the United States in Santander Spain Shares and Santander Spain ADSs during the Restricted Period. Specifically, you request that: (i) the Puerto Rico Asset Manager be permitted to continue to cop.duct asset management activities in Puerto Rico as described in the Letter; (ii) Banco Santander International be permitted to continue to conduct asset management activities from the Continental United 1 We have attached a copy of the Letter. Each defined term in our response has the same meaning as defined, directly or by reference, in the Letter, unless we note otherwise.