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Published on 3/26/2012 in the Prospect News Liability Management Daily.

Santander Totta accepts €778.85 million of floaters in tender offer

By Angela McDaniels

Tacoma, Wash., March 26 - Banco Santander Totta, SA accepted €778.85 million original principal amount of mortgage-backed floating-rate notes in a Dutch auction tender offer, according to a bank announcement.

The amount accepted corresponds to €309,322,466.49 of amortized principal amount outstanding.

The company accepted all non-competitive tenders and the competitive tenders made at or below the applicable purchase price.

The results of the offer and the prices set for the notes are noted in the table below. Holders also will receive accrued interest.

The minimum price was 78% of par for the class A floaters due 2034 issued by HipoTotta No. 1 plc, 68% of par for the class A floaters due 2048 issued by HipoTotta No. 4 plc and 65% of par for the class A2 floaters due 2060 issued by HipoTotta No. 5 plc.

The offer began on March 15. As of that date, the bank held 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 dealer managers were Banco Santander, SA (34 91 257 21 74 or SyndicateDesk@gruposantander.com), Deutsche Bank AG, London Branch (44 0 20 7545 8011 or liability.management@db.com), Natixis (33 1 58 55 80 75 or liability.management@natixis.com) and UBS Ltd. (44 207 567 0525 or OL-Liability-Management@ubs.com). Lucid Issuer Services Ltd. (44 0 20 7704 0880 or hipototta@lucid-is.com) was the tender agent.

The bank is based in Lisbon.

Banco Santander Totta tender offer

NotesOriginal principalAmortized principalOriginal principalPrice
amountamount outstandingamount accepted
Class A notes due 2034€1,053,200,000€206,221,615.36€133.5 million80%
Class A notes due 2048€2,616,040,000€1,097,945,825.22€554.5 million73.5%
Class A2 notes due 2060 €1,693,000,000€940,331,183.96€90.85 million70%

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