2014

Santander Holdings USA, Inc. Announces Offer to Purchase for Cash Any and All of Its Outstanding Sovereign Capital Trust VI 7.908% Capital Securities

BOSTON, Oct. 3, 2012 /PRNewswire/ -- Santander Holdings USA, Inc. ("SHUSA"), a wholly owned indirect subsidiary of Banco Santander, S.A., announced today that it has commenced a fixed price cash tender offer for any and all Sovereign Capital Trust VI 7.908% Capital Securities (the "Capital Securities"), with an aggregate liquidation amount outstanding of $300 million (CUSIP No. 84604BAA7).

The tender offer will expire at 11:59 p.m. (New York City time) on October 31, 2012, unless the tender offer is earlier terminated or extended (as may be extended, the "Expiration Time").  The tender offer is being made exclusively to holders of the Capital Securities pursuant to an offer to purchase dated October 3, 2012 (as it may be amended, the "Offer to Purchase") and a related letter of transmittal dated October 3, 2012 (as it may be amended, the "Letter of Transmittal"), which sets forth the terms and conditions of the tender offer.

Holders of the Capital Securities who validly tender (and do not validly withdraw) their Capital Securities at or before 5:00 p.m. (New York City time) on October 16, 2012 (as may be extended, the "Early Tender Time") will be eligible to receive consideration equal to $1,050 per $1,000 liquidation amount of Capital Securities tendered, which includes an early tender payment of $50 per $1,000 liquidation amount of Capital Securities.

Holders who tender their Capital Securities after the Early Tender Time but at or before the Expiration Time will receive $1,000 per $1,000 liquidation amount of Capital Securities tendered.  Only holders of the Capital Securities who validly tender (and do not validly withdraw) their Capital Securities at or before the Early Tender Time will receive the total consideration of $1,050 per $1,000 principal amount of Capital Securities tendered.

Tendered Capital Securities may be validly withdrawn at or before 5:00 p.m. (New York City time) on October 16, 2012 (as may be extended, the "Withdrawal Deadline"), but not thereafter, except as may be required by law.

In addition to the applicable consideration, all holders of Capital Securities accepted for purchase will receive accrued and unpaid interest on such Capital Securities from the last interest payment date to, but not including, the date such Capital Securities are purchased in the tender offer.

SHUSA expects to accept for purchase all notes tendered (and not validly withdrawn on or prior to the Withdrawal Deadline) at or before the Early Tender Time or the Expiration Time promptly following each of the Early Tender Time and the Expiration Time, respectively, subject to the terms and conditions described in the Offer to Purchase.


J.P. Morgan Securities LLC is serving as dealer manager and D.F. King & Co., Inc. is serving as the tender agent and information agent for the tender offer.  Questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811 (collect).  Requests for the tender offer documents may be directed to D.F. King & Co., Inc. at the following telephone numbers:  banks and brokers, (212) 269-5550; all others toll free at (800) 967-7921.

This press release is neither an offer to purchase nor a solicitation to buy any of the Capital Securities, nor is it a solicitation for acceptance of the tender offer. SHUSA is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase and the Letter of Transmittal.  The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  None of SHUSA or its affiliates, the dealer manager, the tender agent or the information agent is making any recommendation as to whether or not holders should tender their Capital Securities in connection with the tender offer.

About our company

Santander Holdings USA, Inc. (SHUSA) is a wholly owned subsidiary of Banco Santander, S.A. and is the holding company for Sovereign Bank, a financial institution with principal markets in the northeastern United States. Sovereign Bank has more than 720 branches, nearly 2,200 ATMs and approximately 8,700 team members.

Banco Santander S.A. (SAN.SM, SAN.US) is a retail and commercial bank, headquartered in Spain, with a presence in ten main markets: Spain, Portugal, Germany, UK, Poland, Brazil, Mexico, Chile, Argentina and the U.S. Founded in 1857, Santander has 102 million customers, approximately 15,000 branches – more than any other international bank – and more than 193,000 employees.

Cautionary Statement Regarding Forward-Looking Information

Statements in this press release regarding SHUSA's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties.  For a discussion of such risks and uncertainties, which could cause actual future events to differ from those contained in the forward-looking statements, see "Forward-Looking Statements" and "Risk Factors" in the Company's Annual Report on Form 10-K for the most recently ended fiscal year and Quarterly Report on Form 10-Q for the most recently ended fiscal quarter.

SOURCE Santander Holdings USA, Inc.



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