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Published on 3/15/2012 in the Prospect News Liability Management Daily.

Santander Totta tenders for mortgage-backed floaters by Dutch auction

By Susanna Moon

Chicago, March 15 - Banco Santander Totta, SA said it began a tender offer for three series of mortgage-backed floating-rate notes issued by HipoTotta.

The bank plans to purchase the notes under a modified Dutch auction at the following minimum prices:

• 78% of par for the €1,053,200,000 class A floaters due 2034 issued by HipoTotta No. 1 plc;

• 68% of par for the €2,616,040,000 class A floaters due 2048 issued by HipoTotta No. 4 plc; and

• 65% of par for the €1,693,000,000 class A2 floaters due 2060 issued by HipoTotta No. 5 plc.

The purchase price for each series will be at or above the minimum purchase price and will be the lowest price that will allow the bank to accept the notes in that series for purchase.

The details of the notes, including amortized amount outstanding, pool factor and coupon, are listed in the table below.

Pricing for the offer will be set on March 25.

Holders also will receive accrued interest.

As of March 15, the bank holds the following amounts:

• €722.8 million principal amount of No. 1 notes, with an amortized principal amount outstanding of €141,527,709.44;

• €726.04 million principal amount of No. 4 notes, or €304,717,277.62 of amortized principal amount outstanding; and

• €356.95 million principal amount of No. 5 notes, or €198,258,249.33 of amortized principal amount outstanding.

The offers are part of the bank's management of its balance sheet and capital structure and will also provide liquidity to holders, according to a press release by the Lisbon, Portugal-based bank.

NotesAmortized amountPool factorCoupon
No. 1 notes€206,221,615.360.195804800000Euribor plus 27 basis points
Euribor plus 54 bps (after Dec. 30, 2012)
No. 4 notes€1,097,945,825.220.419697644233Euribor plus 12 bps
Euribor plus 24 bps (after Dec. 30, 2014)
No. 5 notes€940,331,183.960.555423026556Euribor plus 13 bps
Euribor plus 26 bps (after Dec. 28, 2014)

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