Santander US Debt, S.A. Unipersonal Banco Santander, S.A
LISTING PROSPECTUS Santander US Debt, S.A. Unipersonal (incorporated with limited liability in the Kingdom of Spain) guaranteed by Banco Santander, S.A. (incorporated with limited liability in the Kingdom of Spain) US$1,500,000,000 FLOATING LIBOR SENIOR NOTES DUE 2011 Santander US Debt, S.A. Unipersonal (the “Issuer”) issued on October 23, 2009 US$1,500,000,000 Floating LIBOR Senior Notes due October 21, 2011 (the “Notes”), which bear interest at the then-applicable U.S. dollar three-month LIBOR rate plus 0.40% per year. Interest on the Notes is payable on each January 21, April 21, July 21 and October 21 of each year, beginning on January 21, 2010 through and including the Maturity Date or any earlier date of redemption. The Notes will mature on October 21, 2011 (the “Maturity Date”). The Notes were issued in registered book-entry form through The Depository Trust Company (“DTC”) in denominations of U.S.$100,000 and integral multiples thereof. The Notes are unsecured and will rank equally in right of payment with the Issuer’s other unsecured unsubordinated indebtedness. The guarantees of the Notes (the “Guarantees”) as to the payment of principal and interest will be direct, unsecured and unsubordinated obligations of the Issuer’s parent, Banco Santander, S.A. (the “Guarantor”), ranking equally in right of payment with the Guarantor’s other unsecured unsubordinated indebtedness. For a more detailed description of the Notes and the Guarantees, see “Description of the Notes and Guarantees” beginning on page 69. Investing in the Notes involves risks. See “Risk Factors” beginning on page 14.
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