March 31, 2022

Gerard Chamberlain, Esq.

Senior Deputy General Counsel

Santander Holdings USA, Inc.

75 State Street

Boston, Massachusetts 02109

Dear Mr. Chamberlain:

This is in response to your letter dated July 29, 2021, requesting prior 

approval for Banco Santander, S.A. (“BSSA”), Madrid, Spain, through its U.S. 

intermediate holding company and wholly owned subsidiary, Santander Holdings USA, 

Inc. (“SHUSA,” and together with BSSA, “Santander”), Boston, Massachusetts, to 

acquire all the outstanding equity of Pierpont Capital Holdings LLC (“Pierpont 

Holdings”), parent of Amherst Pierpont Securities LLC (“Amherst Pierpont”), both of 

New York, New York, pursuant to section 163(b) of the Dodd-Frank Wall Street Reform 

and Consumer Protection Act (“Dodd-Frank Act”),

1 and to continue Amherst Pierpont’s 

status as a primary dealer following consummation of the proposal, under the Primary 

Dealers Act of 1988 (“Primary Dealers Act”).2

Pierpont Holdings is a privately owned company that engages in investment 

banking and other related activities. The majority of Pierpont Holdings’ activities are 

conducted through Amherst Pierpont, a registered broker-dealer operating primarily in 

the fixed-income capital markets. Additionally, Amherst Pierpont has been designated 

by the Federal Reserve Bank of New York as a primary dealer of U.S. Treasury 

securities. Under the proposal, BSSA, through SHUSA, would acquire 100 percent of 

1

 12 U.S.C. § 5363(b). Under section 163(b) of the Dodd-Frank Act, as amended, a bank 

holding company with total consolidated assets of $250 billion or more cannot acquire 

direct or indirect ownership or control of any voting stock of any company with total 

assets of $10 billion or more that is engaged in activities described in section 4(k) of the 

Bank Holding Company Act (“BHC Act”) without prior notice to the Board. 

2

 22 U.S.C. § 5342(b)(1).
2

the outstanding equity of Pierpont Holdings for total consideration of approximately $600 

million.

The aforementioned transaction requires the Board’s approval pursuant to 

section 163(b) of the Dodd-Frank Act. In connection with this request, the Board has 

considered (1) whether the proposal can reasonably be expected to produce benefits to 

the public that outweigh possible adverse effects3 and (2) the extent to which the 

proposed acquisition would result in greater or more concentrated risks to global or U.S. 

financial stability or the U.S. economy.

Based on all the facts of record, the Board has determined that Santander’s 

request under section 163(b) of the Dodd-Frank Act should be, and hereby is, approved. 

In making this determination, the Board relied on all the information and representations 

that Santander provided to the Board related to the request. Any change in the facts 

presented by the record or the representations made by Santander could result in a 

different conclusion and should be reported to Board staff immediately.

This determination also is subject to the Board’s authority to require 

modification or termination of the activities of a bank holding company or any of its 

subsidiaries as the Board finds necessary to ensure compliance with, or prevent evasion 

of, the provisions and purposes of the BHC Act and the Board’s regulations and orders 

thereunder. This action should not be construed as granting relief from any other 

regulatory requirements, conditions, or commitments to which Santander may be subject.

Additionally, for Amherst Pierpont to maintain its designation as a primary 

dealer after being acquired by Santander, the Board must determine, pursuant to the 

Primary Dealers Act, that Spain grants to U.S. companies the same competitive 

opportunities to underwrite and distribute Spanish government debt instruments as Spain

accords to its domestic companies.4

 In connection with Santander’s request, the Federal 

Reserve conducted a review of the market in Spanish government debt instruments. The 

review drew on public information as well as on confidential communications with 

market participants and Spanish regulators. The Board also issued a notice in the Federal 

Register requesting public comment on all aspects of the review.

5 After completing this 

review, the Board has determined that the Spanish government grants to U.S. companies 

the same competitive opportunities to underwrite and distribute Spanish government debt 

instruments as Spain accords to its domestic companies. Accordingly, Amherst Pierpont 

may maintain its designation as a primary dealer following consummation of the 

proposal.

3

 12 U.S.C. § 1843(j)(2).

4

 See 22 U.S.C. § 5342(b)(1).

5

 86 FR 59390 (October 27, 2021). The comment period closed on November 26, 2021. 

The Board received no comments in response to its request.
3

Please advise the Federal Reserve Bank of Boston in writing when the 

transaction has been consummated.

Very truly yours,

 (Signed) Ann E. Misback 

Ann E. Misback

Secretary of the Board