SOURCE: Banco Santander

February 26, 2010 07:00 ET

Santander Announces Results of Cash Tender Offer for Santander Perpetual, S.A. Unipersonal's Series 2 $1,500,000,000 Guaranteed Perpetual Step-Up Subordinated Notes (ISIN/CUSIP: US80281YAA55/80281YAA5 (144A) and USE86920AA84/E86920AA8 (Reg S))

MADRID, SPAIN--(Marketwire - February 26, 2010) - Banco Santander (NYSE: STD)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Banco Santander, S.A. ("Santander") announces the results of its cash tender offer (the "Tender Offer") for any and all of the outstanding Series 2 $1,500,000,000 Guaranteed Perpetual Step-Up Subordinated Notes issued by Santander Perpetual, S.A. Unipersonal (the "Notes"). The Notes are listed on the London Stock Exchange. Prior to the commencement of the offer, Santander held approximately $350,000,000 of the total $1,500,000,000 principal amount of the Notes outstanding.

Approximately $1,092.55 million aggregate principal amount of the Notes were validly tendered in the Tender Offer, representing 95% of the outstanding Notes not held by Santander. Santander has accepted for purchase all of the Notes validly tendered in respect of the Tender Offer. Santander expects settlement for the purchase of accepted Notes to occur on March 2, 2010 (the "Settlement Date").

The amount to be paid on Settlement Date will include the consideration ($1,005 per $1,000 principal amount of the Notes) plus all accrued and unpaid interest on the Notes accepted for purchase, from (and including) the immediately preceding interest payment date for such Notes to (but excluding) the Settlement Date. Following the settlement of the Tender Offer, investors unaffiliated with Santander will hold $57.92 million aggregate principal amount of the Notes outstanding.

The Tender Offer, which launched on February 17, 2010 and expired at 5.00 p.m., New York City Time, on February 25, 2010, was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 17, 2010, and this release should be read in conjunction with those documents. BofA Merrill Lynch was the Dealer Manager for the Tender Offer.