Filed Pursuant to Rule 433
under the Securities Act
Registration Statement
No. 333-187307
Santander Holdings USA, Inc.
$500,000,000
3.450% Senior Notes due August 27, 2018
Terms and Conditions
| Issuer: | Santander Holdings USA, Inc. | |
| Expected Ratings1 | Baa2/BBB/BBB (Moody’s/S&P/Fitch) | |
| Security Type: | Senior unsecured notes | |
| Trade Date: | August 22, 2013 | |
| Settlement Date: | August 27, 2013 (T+3 days) | |
| Maturity: | August 27, 2018 | |
| Principal Amount: | $500,000,000 | |
| Benchmark Treasury: | 1.375% due July 31, 2018 | |
| Benchmark Treasury Price and Yield: | 98-16+/1.690% | |
| Spread to Benchmark: | + 180 bps | |
| Yield: | 3.490% | |
| Coupon: | 3.450% | |
| Public Offering Price: | 99.818% | |
| Underwriters’ Commission: | 0.35% | |
| Net Proceeds: | $497,340,000 (before expenses) | |
| Interest Payment Dates: | Interest on the notes is payable on the 27th of each February and August beginning February 27, 2014. If the interest payment date falls on a day that is not a Business Day, interest will be paid on the next succeeding Business Day | |
| Day Count: | 30 / 360 | |
| Redemption: | The notes will be redeemable in whole or in part by the Issuer on or after the 30th day prior to the maturity date at 100% of the principal amount of the notes (par), plus accrued and unpaid interest thereon to the date of redemption | |
| Listing: | The notes will not be listed on any national securities exchange or included in any automated quotation system. Currently there is no market for the notes | |
| 1 | An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency |
| Minimum Denominations/Multiples: | Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. | |
| CUSIP: | 80282K AC0 | |
| ISIN: | US80282KAC09 | |
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities LLC U.S. Bancorp Investments, Inc. Santander Investment Securities Inc. | |
The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, J.P. Morgan Securities LLC collect at1-212-834-4533, U.S. Bancorp Investments, Inc. at 1-877-558-2607 or Santander Investment Securities Inc. at 1-212-407-0995.
