Banco Santander-Chile. Special corporation registration

1.      Deal Description

Guerrero Olivos advised Banco Santader-Chile, one of the largest retail banks in Chile, in a very sophisticated corporate/banking matter. Our corporate and banking teams represented Banco Santander-Chile in the structuring, incorporation and registration with the banking regulator (“Comisión para el Mercado Financiero”), of a special corporation, (bank subsidiary) which will engage in the business of operating cards (credit cards, debit cards and prepayment cards). It will process payments made by credit card issued by Banco Santander-Chile, as part of its current business definition. The name of the company’s name is “Sociedad Operadora de Tarjetas de Pago Santander Getnet Chile S.A.”

Guerrero Olivos also assisted the client in the drafting of all legal documentation to obtain the existence authorization issued by the banking regulator.

The authorization of existence issued by the banking regulator is key for Banco Santander-Chile’s strategic plan, which considers implementing a payment model based on four-parties.

As of today, Chile has a three-party model on the operation of credit card payments. Under this system, there is a monopoly held by Transbank, which serves as issuer and acquiror for all credit card transactions. Transbank issues credit cards and is in charge of intermediating the operation between the credit card holder and the bank and at the same time operates as an acquiror for the business that served the customer that paid with a credit card.

On 2019 Banco Santander-Chile announced that it would terminate its relationship with Transbank to implement a four-party model, separating the issuance of credit card with the acquiring services. On April 2019, the chairman of Banco Santader-Chile stated that such separation would “modernize the payment system in Chile”.

Banco Santander-Chile’s new subsidiary has as purpose, among others, to render acquiring services to Banco Santander-Chile, allowing implementing the described four-party model and to operate with independence from Transbank’s acquiring network. This authorization enables Banco Santander-Chile to compete with Transbank and allowing creating its own acquiring network which in the future may serve other interested parties.

To obtain the approval of this subsidiary in the proposed terms, Banco Santander-Chile had to comply with all the regulation applicable to special corporations and adequate it to the strategy that was defined by Banco Santander-Chile for its subsidiary.

2.      Counsel list

Counsel to Banco Santander-Chile: Guerrero Olivos

Partners: Roberto Guerrero, Miguel Coddou and Tomás Kubick

3.      Date of closing

01/07/2020

4.      Deal Value

N/A

5.      Jurisdictions involved

Chile