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Santander Holdings USA, Inc. Announces Offer To Purchase For Cash Any And All Of Its Outstanding Sovereign Capital Trust IV 4.375% Trust PIERS

Stocks in this article: SAN

BOSTON, March 5, 2013 /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 IV 4.375% Trust PIERS (the "Trust PIERS"), with an aggregate liquidation amount outstanding of $476.6 million (CUSIP No. 846048205).

The tender offer will expire at 11:59 p.m. ( New York City time) on March 29, 2013, 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 Trust PIERS pursuant to an offer to purchase dated March 4, 2013 (as it may be amended, the "Offer to Purchase") and a related letter of transmittal dated March 4, 2013 (as it may be amended, the "Letter of Transmittal"), which sets forth the terms and conditions of the tender offer.

Tendered Trust PIERS may be validly withdrawn at or before 5:00 p.m. ( New York City time) on March 11, 2013 (as may be extended, the "Withdrawal Deadline"), but not thereafter, except as may be required by law.

Holders who validly tender their Trust PIERS on or before the Expiration Time, who do not withdraw their Trust PIERS prior to the Withdrawal Deadline, and whose Trust PIERS are accepted for purchase by SHUSA, will receive $77.35 per $50.00 liquidation amount of Trust PIERS tendered.

SHUSA expects to accept for purchase all Trust PIERS tendered (and not validly withdrawn on or prior to the Withdrawal Deadline) on or before 5:00 p.m. on each Monday prior to the Expiration Time (each such date, a "Weekly Tender Time") promptly following the applicable Weekly Tender Time, subject to the terms and conditions described in the Offer to Purchase. SHUSA expects to accept for purchase all Trust PIERS tendered on or after the last Weekly Tender Time and on or before the Expiration Time promptly following the Expiration Time, subject to the terms and conditions described in the Offer to Purchase. Settlement of Trust PIERS accepted for purchase is expected to occur no later than the second business day following acceptance.

D.F. King & Co., Inc. is serving as the tender agent and information agent for the tender offer. 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 Trust PIERS, 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 Trust PIERS in connection with the tender offer.

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