Obligation Santander Bank 4.5% ( US05966UAB08 ) en USD

Santander Bank

100 % ⇌

Bresil

US05966UAB08 ( en USD )

4.5% par an ( paiement semestriel )

06/04/2015 - Obligation échue

Prospectus brochure de l'obligation Banco Santander US05966UAB08 en USD 4.5%, échue

100 000 USD

850 000 000 USD

05966UAB0

Banco Santander est une banque multinationale espagnole, l'une des plus grandes institutions financières du monde, opérant dans plusieurs pays d'Europe, d'Amérique et d'Asie.

L'Obligation émise par Santander Bank ( Bresil ) , en USD, avec le code ISIN US05966UAB08, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/04/2015

Final Terms dated November 1, 2010
Banco Santander (Brasil) S.A.
(a company incorporated under the laws of the Federative Republic of Brazil),
acting through its Grand Cayman Branch
U.S.$3,500,000,000
Global Medium-Term Note Programme
Series No: 96, Tranche No. 2
U.S.$350,000,000 4.50% Notes due 2015
Issue price of 103.139%, plus accrued interest
issued by
Banco Santander (Brasil) S.A.,
acting through its Grand Cayman Branch
to be consolidated and form a single Series with the
U.S.$500,000,000 4.50% Notes due 2015 issued on April 6, 2010
Joint Lead Managers
Deutsche Bank Securities
J.P.Morgan
Santander

As of the date of issue, the Notes sold in this offering to qualified institutional buyers ("QIBs") within
the meaning of Rule 144A under the U.S. Securities Act of 1933 (the "Securities Act"), will be
consolidated and become fungible and form a single Series with the Issuer's U.S.$500,000,000 4.50%
Notes due 2015 issued on April 6, 2010 (the "Original Notes"). Following the expiration of the
distribution compliance period pursuant to Regulation S under the Securities Act ("Regulation S")
which will occur no earlier than December 18, 2010, the Notes sold in this offering pursuant to
Regulation S will be consolidated and become fungible and form a single Series with the Original
Notes. The Notes and the Original Notes will share the same CUSIP, ISIN and Common Code
numbers, except that the Notes offered and sold in offshore transactions under Regulation S shall be
issued and maintained under temporary numbers during the distribution compliance period, as set forth
herein.
This document constitutes the Final Terms relating to the issue of Notes described herein. Terms used
herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Information Memorandum dated March 26, 2010 as supplemented by the Supplemental Information
Memorandum dated November 1, 2010 (together, the "Information Memorandum"). These Final Terms
must be read in conjunction with the Information Memorandum.
Investing in the Notes involves risks. See "Risk Factors" in the Information Memorandum.
The issue of the Notes was authorised by a resolution of the Board of Directors of the Issuer dated
October 29, 2010.
It is anticipated that the Notes will be issued with accrued interest. For U.S. federal income tax
purposes, an election may be made to compute the issue price of a Note issued with pre-issuance
accrued interest by subtracting the amount of pre-issuance accrued interest from the total issue price. If
the issue price is computed in this manner, a portion of the first stated interest payment equal to the
excluded pre-issuance accrued interest will be treated as a return of such pre-issuance accrued interest
and will not be considered a payment made on the Notes. U.S. Holders should consult their own tax
advisors regarding the U.S. federal income tax treatment of pre-issuance accrued interest.
These Final Terms do not constitute, and may not be used for the purposes of, an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an
offering of the Notes or the distribution of these Final Terms in any jurisdiction where such action is
required.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). SUBJECT TO CERTAIN
EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES. THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN
CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED
STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S UNDER THE
SECURITIES ACT AND WITHIN THE UNITED STATES TO "QUALIFIED
INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A") AND FOR LISTING OF THE NOTES ON THE LUXEMBOURG
STOCK EXCHANGE. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT
SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. FOR
A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS
AND SALES OF THE NOTES AND DISTRIBUTION OF THESE FINAL TERMS AND THE
REMAINDER OF THE INFORMATION MEMORANDUM, SEE "SUBSCRIPTION AND
SALE" CONTAINED IN THE INFORMATION MEMORANDUM.
2

1
Issuer:
Banco Santander (Brasil) S.A., acting through its
Grand Cayman Branch
2
(i) Series Number:
96
(ii) Tranche Number:
2
The Notes sold to QIBs will be consolidated and
become fungible and form a single Series with the
Original Notes as of the Issue Date.
The Notes sold pursuant to Regulation S will be
consolidated and become fungible and form a single
Series with the Original Notes following the
expiration of the distribution compliance period
pursuant to Regulation S, which will occur no
earlier than December 18, 2010.
3
(i)
Specified Currency or Currencies
United States Dollars ("U.S.$")
(Condition 1(d)):
(ii) Specified Principal Payment
Currency if different from
N/A
Specified Currency (Condition 1
(d)):
(iii) Specified Interest payment
Currency if different from
Specified Currency (Condition 1
N/A
(d)):
4
Aggregate Nominal Amount:
Series 96 (Tranche 2):
U.S.$350,000,000
5
Issue Price:
103.139 per cent. of the Aggregate Nominal
Amount, plus accrued interest from and including
October 6, 2010 to, but excluding, the Issue Date
6
(i) Specified Denominations
U.S.$100,000 and higher integral multiples of
(Condition 1(b)):
U.S.$1,000
(ii) Tradable Amount:
U.S.$100,000 and integral multiples of U.S.$1,000
in excess thereof
(iii) Net Proceeds:
The net proceeds are expected to be approximately
U.S.$359,925,000 (after deduction of commissions
and estimated expenses) plus accrued interest from
and including October 6, 2010 to, but excluding, the
Issue Date
3

7
(i)
Issue Date (Condition 5(III)):
November 8, 2010
(ii)
Interest Commencement Date
October 6, 2010
(if different from the Issue Date):
8
Maturity Date or Redemption Month
April 6, 2015
(Condition 6(a)):
9
Interest Basis (Condition 5):
Fixed Rate (Condition 5(I))
10
Redemption/Payment Basis
Redemption at par at maturity
(Condition 6(a)):
11
Change of Interest or Redemption/Payment N/A
Basis:
12
Put/Call Options (Condition 6(e) and (f)):
N/A
13
Status of the Notes (Condition 3):
Senior
14
Method of Distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15
Fixed Rate Note Provisions
Applicable
(Condition 5(I)):
(i)
Rate(s) of Interest:
4.50 per cent. per annum payable semi-annually in
arrear
(ii)
Interest Payment Date(s):
April 6 and October 6 in each year, commencing
on April 6, 2011
(iii)
Fixed Coupon Amount(s):
U.S.$2,250 per lowest Specified Denomination
(iv)
Broken Amount(s):
N/A
(v)
Day Count Fraction
30/360
(Condition 5(III))
(vi)
Determination Date(s)
N/A
(Condition 5(III)):
(vii)
Other terms relating to the method
N/A
of calculating interest for Fixed Rate
Notes:
16
Floating Rate Note Provisions
N/A
(Condition 5(II)):
17
Zero Coupon Note Provisions (Conditions
N/A
5(IV) and 6(d)):
4

18
Index Linked Interest Note Provisions:
N/A
19
Dual Currency Note Provisions:
N/A
PROVISIONS RELATING TO REDEMPTION
20
Call Option (Condition 6(e)):
N/A
21
Put Option (Condition 6(f)):
N/A
22
Final Redemption Amount:
100% of the Aggregate Nominal Amount
(i)
Alternative Payment Mechanism
N/A
(Conditions 7(a) and (b)):
(i)
Long Maturity Note (Condition N/A
7(e)):
23
Early Redemption Amount:
(i)
Early Redemption Amount(s)
Early redemption at par
payable on redemption for taxation
reasons (Condition 6(c)) or on an
Event of Default (Condition 9)
and/or the method of calculating the
same (if required or if different from
that set out in the Conditions):
(ii)
Original Withholding Level
0% in respect of taxes imposed, levied, collected,
(Condition 6(c)):
withheld or assessed by or within the Cayman
Islands or any authority therein or thereof having
power to tax and 15% in respect of taxes imposed,
levied, collected, withheld, or assessed by or
within Brazil or any authority therein or thereof
having power to tax
(ii)
Unmatured Coupons to become void N/A
(Condition 7(e)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24
Form of Notes:
Registered Notes
(i)
DTC Global Notes, International
DTC Restricted Global Note and DTC
Global Note Certificates or
Unrestricted Global Note available on Issue Date
individual Definitive Registered
Notes:
25
Additional Financial Centre(s) (Condition
N/A
7(a)(iii)) or other special provisions relating
to payment dates:
5

26
Talons for future Coupons to be attached to
N/A
definitive Bearer Notes (and dates on which
such Talons mature):
27
Details relating to Partly Paid Notes: amount N/A
of each payment comprising the Issue Price
and date on which each payment is to be
made and consequences (if any) of failure to
pay, including any right of the Issuer to
forfeit the Notes and interest due on late
payment:
28
Details relating to Instalment Notes:
N/A
29
Redenomination, renominalisation and
N/A
reconventioning provisions:
30
Consolidation provisions:
Applicable (Condition 16; see above)
31
Foreign Currency Constraint Provisions
N/A
applicable (Condition 15(a)) subject to
Sovereign Event provisions if applicable
(Condition 15(b) and Credit Event provisions
if applicable (Condition 15(c)):
32
Sovereign Event Provisions applicable
N/A
(Condition 15(b)):
33
Credit Event Provisions applicable
N/A
(Condition 15(c)):
34
Other terms or special conditions:
N/A
DISTRIBUTION
35
(i)
If syndicated, names of Managers:
Deutsche Bank Securities Inc., J.P. Morgan
Securities LLC and Santander Investment
Securities Inc.
(ii)
Stabilising Manager (if any):
Deutsche Bank Securities Inc.
36
If non-syndicated, name of Dealer:
N/A
37
Additional selling restrictions:
N/A
6

PART B OTHER INFORMATION
DISTRIBUTION
1
LISTING
(i)
Listing:
Application has been made for the Notes to be
admitted to listing on the Official List of the
Luxembourg Stock Exchange
(ii)
Admission to trading:
Application has been made for the Notes to be
admitted to trading on the Euro MTF Market
2
RATINGS
Ratings:
The Notes to be issued have been rated:
S & P: BBB- (stable)
Moody's: Baa2 (positive)
Fitch: BBB
3
OPERATIONAL INFORMATION
(i) ISIN:
144A: US05966TAB35
Temporary Reg S: US05966UAD63
Reg S: US05966UAB08
(ii) CUSIP:
144A: 05966TAB3
Temporary Reg S: 05966UAD6
Reg S: 05966UAB0
(iii) Common Code:
144A: 050093123
Temporary Reg S: 055748250
Reg S: 050093131
(iv) Other:
144A: As of the Issue Date, the DTC Restricted
Global Note issued in this offering will be
consolidated and become fungible and form a
single Series with the Original Notes represented
by a DTC Restricted Global Note with ISIN
Number
US05966TAB35, CUSIP Number
05966TAB3 and Common Code Number
050093123
Reg S: Following the expiration of the distribution
compliance period pursuant to Regulation S,
which will occur no earlier than December 18,
2010, the DTC Unrestricted Global Note sold in
this offering will be consolidated and become
8

fungible and form a single Series with the Original
Notes represented by a DTC Unrestricted Global
Note with ISIN Number US05966UAB08, CUSIP
Number 05966UAB0 and Common Code Number
050093131
(v) Any clearing system(s) other than Euroclear The Depository Trust Company
Bank S.A./N.V. and Clearstream Banking societe
anonyme and the relevant identification
number(s):
(vi) Delivery:
Delivery against payment
(vii) Names and addresses of additional Paying N/A
Agent(s) (if any):
4
GENERAL
Applicable TEFRA exemption:
Not Applicable
9

ISSUER
Banco Santander (Brasil) S.A.
Grand Cayman Branch
Scotia Bldg., 4th Floor
P.O. Box 30124
George Town
Grand Cayman, Cayman Islands
British West Indies
JOINT LEAD MANAGERS
Deutsche Bank Securities Inc. J.P. Morgan Securities LLC
Santander Investment
60 Wall Street
383 Madison Avenue
Securities Inc.
New York, NY 10005
New York, NY 10179
45 East 53rd Street
United States
United States
New York, NY 10022
United States
TRUSTEE
EUROPEAN ISSUING AND PAYING
AGENT, EXCHANGE AGENT AND
HSBC Corporate Trustee Company (U.K.)
CALCULATION AGENT
Limited
8 Canada Square
HSBC Bank plc
London E14 5HQ
8 Canada Square
United Kingdom
London E14 5HQ
United Kingdom
PRINCIPAL PAYING AGENT
REGISTRAR, PAYING AND TRANSFER
AGENT
Mizuho Corporate Bank, Ltd., London
Branch
HSBC Bank USA, National Association
Bracken House
452 Fifth Avenue
One Friday Street
New York, NY
London EC4M 9JA
10018-2706
United Kingdom
United States
PAYING AGENT AND TRANSFER AGENT
Dexia Banque Internationale à Luxembourg, société anonyme
69 route d'Esch
L-2953 Luxembourg

Document Outline

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