Rating Action: Moody's upgrades Banco Santander's junior senior unsecured debt ratings to Baa1 from Baa2

Transcription

1 Rating Action: Moody's upgrades Banco Santander's junior senior unsecured debt ratings to Baa1 from Baa2 Global Credit Research - 27 Sep 2017 Actions anticipate further issuance of loss-absorbing debt Madrid, September 27, Moody's Investors Service has today upgraded the junior senior debt ratings of Banco Santander S.A. (Spain) (Banco Santander) to Baa1 from Baa2. The rating upgrade was prompted by Moody's expectation of a significant issuance of additional loss-absorbing capital in response to forthcoming regulatory requirements. "Banco Santander has announced it will issue around EUR billion of junior senior debt, as well as EUR 4-6 billion of hybrid instruments under its funding plan in order to meet regulatory requirements," said Maria Cabanyes, a Senior Vice President at Moody's. "The group's issuance to date has totalled around EUR6.5 billion of junior senior debt and EUR2.75 billion of hybrids and Moody's expects Banco Santander to continue its issuance programme in line with its medium-term plan." The issuance will reduce loss severity for Banco Santander's junior senior debt, according to Moody's revised advanced Loss Given Failure (LGF) analysis. The revised LGF analysis was undertaken following updates to Moody's Banks rating methodology, published on 26 September 2017, which can be accessed at: Moody's has also affirmed the A3/Prime-2 ratings of Banco Santander. These ratings are unaffected by the issuance of additional loss-absorbing capital because they are constrained by the weaker rating of the sovereign. The outlook for the long-term senior debt and deposit ratings remains stable. The following ratings of Banco Santander and its supported entities, where applicable, were also affirmed: (1) the Baa2 subordinated debt ratings; (2) the Ba1(hyb) and Ba2(hyb) preference shares ratings; and (3) its Counterparty Risk Assessment (CR Assessment) of A3(cr)/Prime-2(cr). As part of today's rating actions, Moody's has also taken action on two of Banco Santander's rated domestic subsidiaries -- Santander Consumer Finance S.A. (SCF) and Banco Popular Espanol, S.A. (Banco Popular). SCF's long-term deposits and senior unsecured debt ratings were affirmed at A3. The long-term deposit and debt ratings of Banco Popular's and its supported subsidiaries, where applicable, were upgraded to Baa3 from Ba1 and remain on review for further upgrade. As domestic subsidiaries, Moody's considers both entities to be subject to the same resolution perimeter of the parent and therefore applies the Advanced LGF analysis of Banco Santander. A list of affected ratings can be found at the end of this press release. RATINGS RATIONALE RATIONALE FOR THE ACTIONS ON BANCO SANTANDER'S RATINGS The upgrade of Banco Santander's junior senior unsecured debt ratings to Baa1 from Baa2 reflects Moody's expectation that the bank will continue to issue debt in order to comply with Total Loss Absorbing Capacity (TLAC) requirements, which will require it to have minimum TLAC of 19.5% of risk-weighted assets (RWAs) by January 2019, and 21.5% by January The bank has announced it will issue around EUR22-26 billion of junior senior debt (known as senior nonpreferred securities) and EUR4-6 billion of hybrid instruments (Tier 2 and Additional Tier 1) under its funding plan in order to meet minimum TLAC requirements. The group's issuance to date has totalled around EUR6.5 billion of junior senior debt and EUR2.75 billion of hybrids. Moody's expects Banco Santander to continue its issuance programme in line with its medium-term plan, based upon the bank's continued good access to the capital markets. In its advanced LGF analysis, Moody's incorporates the bank's issuance plans up until Thereafter, further issuance is likely to meet 2022 requirements, but this more distant additional

2 change in the bank's balance sheet is subject to inherently greater uncertainty. Given the nearer term changes in Banco Santander's balance sheet, Moody's revised advanced LGF analysis indicates extremely low loss-given-failure for long-term depositors and senior unsecured creditors. Notwithstanding, the bank's long-term deposit and senior unsecured debt ratings are capped at A3 (one notch of uplift from the bank's adjusted BCA) by Spain's sovereign rating of Baa2 stable. The same LGF analysis for Banco Santander indicates a moderate loss severity for junior senior creditors in the event of the bank's failure, leading the rating agency to upgrade the rating to Baa1, in line with bank's adjusted BCA from Baa2 previously. Banco Santander's junior senior debt ratings do not include additional uplift from government support, reflecting Moody's view that there is a low probability of government support for these instruments given their explicitly loss-absorbing nature. RATIONALE FOR THE ACTIONS ON SCF'S RATINGS Moody's has affirmed SCF's A3 long-term deposits and senior unsecured debt ratings. Given that these ratings already exceed the Spanish sovereign rating by two notches and are constrained at that level under the agency's methodology, any upward pressure is primarily dependent on an upgrade of the government of Spain's ratings. As a result, the revised LGF Analysis of SCF (which follows that of Banco Santander itself, given that Moody's assumes that SCF would fall within the same resolution perimeter as Banco Santander and other Spanish entities) does not lead to higher ratings. RATIONALE FOR THE ACTIONS ON BANCO POPULAR'S RATINGS The one-notch upgrade of Banco Popular and its supported entities' long term deposit and debt ratings to Baa3 from Ba1 reflects the revised advanced LGF analysis of Banco Popular's parent Banco Santander, which now results in three notches of uplift from its adjusted BCA at b1 for the deposit and senior debt ratings from two notches previously for Banco Popular. Unlike the ratings of its parent, Banco Popular's deposit and debt ratings are not constrained by the sovereign. Banco Popular's senior debt and deposit ratings reflect: (1) the bank's adjusted BCA of b1, incorporating a very high probability of affiliate support from Banco Santander; (2) the result of the rating agency's revised Advanced LGF analysis of Banco Santander; and (3) one notch of uplift for both the deposit and the senior debt ratings which reflects Moody's assessment of a moderate probability of government support for Banco Santander and by extension for Banco Popular as its domestic subsidiary. Banco Popular's ratings remain on review for upgrade, reflecting the planned merger of the bank into Banco Santander. WHAT COULD MOVE THE RATINGS UP/DOWN Upward pressure on Banco Santander's and SCF's ratings are primarily dependent on an upgrade of the government of Spain, the bank's home country sovereign, given that Moody's current A3 long-term debt and deposit ratings already exceed the sovereign ratings by two notches and are constrained at that level under the rating agency's methodology. In terms of Banco Santander's BCA, Moody's assessment already incorporates some expected further improvement in the bank's fundamentals, and as such the rating agency does not expect to increase the BCA over the medium term. In addition, any upward pressure on Banco Santander's BCA is unlikely to materialise as long as the Spanish government's bond rating remains at Baa2, because the bank's BCA already exceeds the Spanish sovereign rating by one notch. Banco Santander's ratings could experience downward pressure in the case of a multi-notch downgrade of the BCA, as otherwise the currently capped LGF uplift offsets a lower BCA. Downward pressure on Banco Santander's BCA could develop from a weakening of the bank's fundamentals, owing to a reversal of the anticipated positive performance trajectory. A downgrade of the Spanish government's rating could also lead to a downgrade of Banco Santander's BCA and of its deposit and senior unsecured ratings. Any upward pressure on SCF's baa2 BCA would need to counterbalance the positive rating drivers (stemming from its diversified and relatively resilient earning streams) with the cyclicality of the consumer finance business, which renders the bank vulnerable to economic downturns. Similar to its parent, the long-term deposit and senior debt ratings of SCF could be upgraded if Spain's sovereign rating were to be upgraded.

3 Downward pressure on SCF's standalone BCA could develop if the bank's financial fundamentals deteriorate to the extent that its overall risk absorption capacity weakens from current levels. SCF's deposit and senior debt ratings could be affected as a result of a downgrade of the standalone BCA of its parent (Banco Santander). A downgrade of Spain's government rating could also lead to the downgrade of SCF's deposit and senior unsecured ratings. Banco Popular's debt and deposit ratings will be aligned to those of Banco Santander once the merger of Banco Popular into Banco Santander effectively takes place. A downgrade of Banco Popular's debt and deposit ratings is highly unlikely given the current review for upgrade. LIST OF AFFECTED RATINGS Issuer: Banco Santander S.A. (Spain)..Upgrades:...Junior Senior Unsecured Regular Bond/Debenture, upgraded to Baa1 from Baa2...Junior Senior Unsecured Medium-Term Note Program, upgraded to (P)Baa1 from (P)Baa2...Junior Senior Unsecured Shelf, upgraded to (P)Baa1 from (P)Baa2...Long-term Counterparty Risk Assessment, affirmed A3(cr)...Short-term Counterparty Risk Assessment, affirmed P-2(cr)...Long-term Bank Deposits, affirmed A3 Stable...Short-term Bank Deposits, affirmed P-2...Long-term Issuer Rating, affirmed A3 Stable...Senior Unsecured Medium-Term Note Program, affirmed (P)A3...Senior Unsecured Shelf, affirmed (P)A3...Subordinate Regular Bond/Debenture, affirmed Baa2...Subordinate Medium-Term Note Program, affirmed (P)Baa2...Subordinate Shelf, affirmed (P)Baa2...Preferred Stock Non-cumulative, affirmed Ba1(hyb)...Commercial Paper (Foreign Currency), Affirmed P-2 Issuer: Banco Espanol de Credito, S.A. (Banesto)...Preferred Stock Non-cumulative, affirmed Ba2(hyb) (assumed by Banco Santander, S.A. (Spain)) Issuer: Banesto Holdings, Ltd...Affirmation:...Backed Preferred Stock Non-cumulative, affirmed Ba2 (hyb)

4 Issuer: Santander International Products PLC...Backed Senior Unsecured Regular Bond/Debenture, affirmed A3 Stable...Backed Senior Unsecured Medium-Term Note Program, affirmed (P)A3...Backed Other Short Term, affirmed (P)P-2...Backed Commercial Paper, affirmed P-2 Issuer: Banco Santander, S.A., London Branch...Long-term Counterparty Risk Assessment, affirmed A3(cr)...Short-term Counterparty Risk Assessment, affirmed P-2(cr)...Long-term Deposit Note/CD Program, affirmed (P)A3...Short-term Deposit Note/CD Program, affirmed (P)P-2 Issuer: Emisora Santander Espana S.A.U...Backed Senior Unsecured Regular Bond/Debenture, affirmed A3 Stable...Backed Senior Unsecured Medium-Term Note Program, affirmed (P)A3 Issuer: Santander Central Hispano International Ltd...Backed Senior Unsecured Medium-Term Note Program, affirmed (P)A3...Backed Other Short Term, affirmed (P)P-2...Backed Commercial Paper, affirmed P-2 Issuer: Santander Central Hispano Issuances Ltd....Backed Subordinate Medium-Term Note Program, affirmed (P)Baa2...Backed Subordinate Shelf, affirmed (P)Baa2 Issuer: Santander Commercial Paper, S.A. Unipersonal

5 ...Backed Commercial Paper, affirmed P-2 Issuer: Santander Finance Capital, S.A. Unipersonal...Backed Preferred Stock, affirmed Ba2(hyb)...Backed Preferred Stock Non-cumulative, affirmed Ba2(hyb) Issuer: Santander Finance Preferred, S.A. Unipersonal...Backed Preferred Stock Non-cumulative, affirmed Ba2(hyb) Issuer: Santander Int'l Debt, S.A. Unipersonal...Backed Senior Unsecured Regular Bond/Debenture, affirmed A3 Stable...Backed Senior Unsecured Medium-Term Note Program, affirmed (P)A3...Backed Other Short Term, affirmed (P)P-2 Issuer: Santander International Preferred, S.A.U....Backed Preferred Stock Non-cumulative, affirmed Ba2(hyb) Issuer: Santander Issuances S.A. Unipersonal...Backed Subordinate Regular Bond/Debenture, affirmed Baa2...Backed Subordinate Medium-Term Note Program, affirmed (P)Baa2...Backed Subordinate Shelf, affirmed (P)Baa2 Issuer: Santander Perpetual, S.A. Unipersonal...Backed Junior Subordinated Regular Bond/Debenture, affirmed Baa3(hyb)

6 Issuer: Santander US Debt, S.A. Unipersonal...Backed Senior Unsecured Regular Bond/Debenture, affirmed A3 Stable...Backed Senior Unsecured Shelf, affirmed (P)A3 Issuer: Banco Popular Espanol, S.A...Upgrades:...Long-term Bank Deposits, upgraded to Baa3 Rating under Review from Ba1 Rating under Review; Placed under Review for further Upgrade...Short-term Bank Deposits, upgraded to P-3 from NP; Placed under Review for further Upgrade...Senior Unsecured Medium-Term Note Program, upgraded to (P)Baa3 from (P)Ba1; Placed under Review for further Upgrade...Other Short Term, upgraded to (P)P-3 from (P)NP; Placed under Review for further Upgrade...Commercial Paper, upgraded to P-3 from NP; Placed under Review for further Upgrade..Remaining on review for upgrade:...short-term Counterparty Risk Assessment, at P-3(cr)...Long-term Counterparty Risk Assessment, at Baa3(cr)...Outlook: Rating under Review Issuer: BPE Finance International Limited..Upgrades:...Backed Senior Unsecured Regular Bond/Debenture, upgraded to Baa3 Rating under Review from Ba1 Rating under Review; Placed under Review for further Upgrade...Outlook: Rating under Review Issuer: BPE Financiaciones, S.A...Upgrades:...Backed Senior Unsecured Regular Bond/Debenture, upgraded to Baa3 Rating under Review from Ba1 Rating under Review; ; Placed under Review for further Upgrade...Backed Senior Unsecured Medium-Term Note Program, upgraded to (P)Baa3 from (P)Ba1; Placed under Review for further Upgrade...Outlook: Rating under Review Issuer: Santander Consumer Finance S.A....Long-term Counterparty Risk Assessment, affirmed A3(cr)...Short-term Counterparty Risk Assessment, Affirmed P-2(cr)...Long-term Bank Deposit, affirmed A3 Stable

7 ...Short-term Bank Deposit, affirmed P-2...Senior Unsecured Regular Bond/Debenture, affirmed A3 Stable...Senior Unsecured Medium-Term Note Program, affirmed (P)A3...Subordinate Medium-Term Note Program, affirmed (P)Baa2...Commercial Paper, affirmed A3...Commercial Paper, affirmed P-2 Issuer: Santander Consumer Bank S.p.A....Backed Senior Unsecured Regular Bond/Debenture, affirmed A3 Stable...Backed Senior Unsecured Medium-Term Note Program, affirmed (P)A3...Backed Subordinate Medium-Term Note Program, affirmed (P)Baa2...Backed Other Short Term, affirmed (P)P-2 PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks published in September Please see the Rating Methodologies page on 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 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 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.

8 Please see 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 for additional regulatory disclosures for each credit rating. Maria Cabanyes Senior Vice President Financial Institutions Group Moody's Investors Service Espana, S.A. Calle Principe de Vergara, 131, 6 Planta Madrid Spain JOURNALISTS: Client Service: Carola Schuler MD - Banking Financial Institutions Group JOURNALISTS: Client Service: Releasing Office: Moody's Investors Service Espana, S.A. Calle Principe de Vergara, 131, 6 Planta Madrid Spain JOURNALISTS: Client Service: Moody s Corporation, Moody s Investors Service, Inc., Moody s Analytics, Inc. and/or their licensors and affiliates (collectively, MOODY S ). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES ( MIS ) ARE MOODY S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MOODY S PUBLICATIONS MAY INCLUDE MOODY S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY S OPINIONS INCLUDED IN MOODY S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY S ANALYTICS, INC. CREDIT RATINGS AND MOODY S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

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