Macfarlanes has successfully advised Banco de Sabadell S.A., a Spanish listed multinational financial services company, on the proposed sale of TSB Banking Group plc to Banco Santander (who has retained the right to subsequently assign its rights to one of its UK subsidiaries) for an initial price of £2.65bn. TSB debt securities subscribed by Banco Sabadell totalling £1.45bn will also be sold to Santander as part of the transaction.
The transaction is expected to complete in the first quarter of 2026, subject to shareholder approval of the sale and regulatory approvals.
As a result of the value generated by the deal, Banco Sabadell will propose to its shareholders, along with the approval of the transaction, the payment of an extraordinary cash dividend of €0.50 per share to its shareholders, equivalent to approximately €2.5bn, payable upon completion.
The team was led by Corporate and M&A Partners Jessica Adam and Justin Hope, with assistance from Senior Counsel Dennis Mok, Senior Associates Steve Siopis and San-Marie Saaiman, and associates Helen Connolly and Saskia Rock-Williams. Commercial advice was provided by Senior Counsel Martha Campbell and Senior Associate Octavia Campbell. Financial services advice was provided by Partner Michael Sholem and Senior Associate Gemma Edey. Tax advice was provided by Partner Jeremy Moncrieff, Senior Associate Lawrence Parkin and Associate Alec Siegert. Reward advice was provided by Partner Rasmus Berglund and Associate Edward Hughes. Competition advice was provided by Partner Malcolm Walton, and Senior Associates Matthew Redfern and Rachel Carter. Employment advice was provided by Senior Counsels Tabitha Al-Mahdawie and Kirti Tiwari-Mehta.
Macfarlanes advised Banco Sabadell alongside Uría Menéndez.