Obligation Santander US Holdings Inc. 3.244% ( US80282KAZ93 ) en USD

Santander US Holdings Inc.

100 % ▲

Etas-Unis

US80282KAZ93 ( en USD )

3.244% par an ( paiement semestriel )

04/10/2026

Prospectus brochure de l'obligation Santander Holdings USA Inc US80282KAZ93 en USD 3.244%, échéance 04/10/2026

2 000 USD

948 853 000 USD

80282KAZ9

BBB+ ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

05/10/2025 ( Dans 78 jours )

Santander Holdings USA, Inc. est la société holding américaine de Banco Santander, S.A., qui opère principalement par le biais de Santander Bank, N.A., offrant une gamme de services bancaires aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Santander US Holdings Inc. ( Etas-Unis ) , en USD, avec le code ISIN US80282KAZ93, paye un coupon de 3.244% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/10/2026

L'Obligation émise par Santander US Holdings Inc. ( Etas-Unis ) , en USD, avec le code ISIN US80282KAZ93, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Santander US Holdings Inc. ( Etas-Unis ) , en USD, avec le code ISIN US80282KAZ93, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-235737
PROSPECTUS

EXCHANGE OFFER FOR
$948,853,000 3.244% SENIOR NOTES DUE 2026
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
3.244% SENIOR NOTES DUE 2026

Santander Holdings USA, Inc. ("SHUSA" or the "Company") is offering, upon the terms and subject to the conditions set forth in this
prospectus and the accompanying letter of transmittal, to exchange an aggregate principal amount of up to $948,853,000 of our 3.244% Senior
Notes Due 2026 (the "exchange notes") for an equal principal amount of our outstanding 3.244% Senior Notes Due 2026 (CUSIP Numbers
80282K AY2 and U8029K AM4) (the "old notes"). The exchange notes will represent the same debt as the old notes and we will issue the
exchange notes under the same indenture as the old notes. We refer to the exchange notes and the old notes collectively as the "notes." We refer to
the exchange of the exchange notes for the old notes as the "exchange offer".
The exchange offer expires at 11:59 p.m., New York City time, on February 4, 2020, unless extended.
Terms of the Exchange Offer

· We will issue exchange notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

· You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

· The terms of the exchange notes are identical in all material respects (including principal amount, interest rate, maturity and redemption
rights) to the old notes for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions

or be entitled to registration rights and the exchange notes will not have the right to earn additional interest under circumstances relating to
our registration obligations.

· The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax

purposes. See the discussion under the caption "Certain U.S. Federal Income Tax Considerations."

· There is no currently existing trading market for the exchange notes to be issued, and we do not intend to apply for listing on any securities

exchange or to seek quotation on any automated dealer quotation system.
Table of Contents
See "Risk Factors" beginning on page 7 for a discussion of the factors you should consider in connection
with the exchange offer.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by
so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration
date of the exchange offer, we will use commercially reasonable best efforts to amend or supplement this prospectus in order to expedite or
facilitate the disposition of any exchange notes by such broker-dealers. See "Plan of Distribution."
The date of this prospectus is January 6, 2020.
Table of Contents
Table of Contents

Information Incorporated by Reference
iii
Where You Can Find More Information
iv
Forward-Looking Information
v
Summary
1
Summary Terms of the Exchange Notes
5
Risk Factors
7
Selected Financial Data
13
Use of Proceeds
15
Description of the Exchange Notes
16
Book-Entry Settlement and Clearance
27
Exchange Offer
30
Certain U.S. Federal Income Tax Considerations
40
Plan of Distribution
42
Legal Matters
43
Experts
43

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Santander Holdings USA, Inc. is a Virginia corporation. The mailing address of our principal executive offices is 75 State Street, Boston, MA
02109, and our telephone number at that location is (617) 346-7200.
In this prospectus, unless we indicate otherwise or the context requires, "we," "us," "our," "Santander," "SHUSA," the "Issuer" and the
"Company" refer to Santander Holdings USA, Inc. and "notes" refers to the old notes and the exchange notes collectively.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. The
information contained in or incorporated by reference into this prospectus is accurate as of the date of the document containing such
information regardless of the time of any offer of the exchange notes. The business, financial condition, results of operations or cash flows
of SHUSA may have changed since such date.

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Information Incorporated by Reference
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" in this prospectus the information in other
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documents that we file with it, which means that we can disclose important information to you by referring you to those publicly filed documents.
The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the
SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus or a
prospectus supplement. Accordingly, we incorporate by reference in this prospectus the documents listed below and any future filings that we may
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the
date of the initial registration statement and prior to effectiveness of the registration statement and after the date of this prospectus and prior to the
termination of the offering under this prospectus (excluding in each case information furnished pursuant to Item 2.02 or Item 7.01 of any Current
Report on Form 8-K unless we specifically state in such Current Report that such information is to be considered "filed" under the Exchange Act,
or we incorporate it by reference into a filing under the Securities Act or the Exchange Act):

·
Annual Report on Form 10-K for the fiscal year ended December 31, 2018;

·
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019; and

·
Current Reports on Form 8-K filed on May 23, 2019, May 24, 2019, June 7, 2019, June 28, 2019, August 12, 2019, September 25,

2019, October 1, 2019, October 4, 2019, December 2, 2019 and December 12, 2019.
The Company will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her
written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus,
excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You can request copies of these
documents by visiting our website at http://www.santanderbank.com, by contacting us at our Investor Relations Department, Santander Holdings
USA, Inc., 75 State Street, Boston, Massachusetts 02109 or by phone at (617) 346-7200.
To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than
January 28, 2020. In the event that we extend the exchange offer, you must submit your request at least five business days before the
expiration date of the exchange offer, as extended. We may extend the exchange offer in our sole discretion. See "Exchange Offer" for
more detailed information.
Except as expressly provided above, no other information is incorporated by reference into this prospectus.

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Where You Can Find More Information
We have filed with the SEC a registration statement on Form S-4 under the Securities Act that registers the exchange notes that will be offered in
exchange for the old notes. The registration statement, including the attached exhibits and schedules, contains additional relevant information about
us and the exchange notes. The rules and regulations of the SEC allow us to omit from this document certain information included in the
registration statement.
We are subject to the informational requirements of the Exchange Act and file reports and other information with the SEC. Our SEC filings are
also available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov. In
addition, the Company makes available, free of charge through its website www.santanderus.com, its Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K (including related amendments) as soon as reasonably practicable after they have been
electronically filed with (or furnished to) the SEC.
Neither the information on the Company's website, nor the information on the website of any Santander business, is incorporated by reference in
this prospectus, or in any other filings with, or in any other information furnished or submitted to, the SEC.

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Forward-Looking Information
This prospectus, including information incorporated by reference into this prospectus, contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance
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of the Company. Words such as "may," "could," "should," "looking forward," "will," "would," "believe," "expect," "hope," "anticipate,"
"estimate," "intend," "plan," "assume," "goal," "seek" or similar expressions are intended to indicate forward-looking statements.
Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date on which the
statements are made, these statements are not guarantees of future performance and involve risks and uncertainties based on various factors and
assumptions, many of which are beyond the Company's control. For more information regarding these risks and uncertainties as well as additional
risks that the Company faces, refer to the Risk Factors detailed in Item 1A of Part 1 of the Company's annual report on Form 10-K for the year
ended December 31, 2018 as well as those discussed elsewhere in this prospectus. Among the factors that could cause SHUSA's financial
performance to differ materially from that suggested by forward-looking statements are:

·
the effects of regulation and/or policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve"), the Federal
Deposit Insurance Corporation (the "FDIC"), the Office of the Comptroller of the Currency and the Consumer Financial Protection
Bureau, and other changes in monetary and fiscal policies and regulations, including policies that affect market interest rates and

money supply, as well as in the impact of changes in and interpretations of generally accepted accounting principles in the United
States of America ("GAAP"), the failure to adhere to which could subject SHUSA to formal or informal regulatory compliance and
enforcement actions and result in fines, penalties, restitution and other costs and expenses, changes in our business practice, and
reputational harm;

·
SHUSA's ability to manage credit risk that may increase to the extent our loans are concentrated by loan type, industry segment,

borrower type or location of the borrower or collateral;

·
the slowing or reversal of the current U.S. economic expansion and the strength of the U.S. economy in general and regional and local

economies in which SHUSA conducts operations in particular, which may affect, among other things, the level of non-performing
assets, charge-offs, and provisions for credit losses;

·
inflation, interest rate, market and monetary fluctuations, which may, among other things, reduce net interest margins and impact

funding sources and the ability to originate and distribute financial products in the primary and secondary markets;

·
Santander Consumer USA Inc.'s ("Santander Consumer's") agreement with Fiat Chrysler Automobiles US LLC ("FCA") may not
result in currently anticipated levels of growth, is subject to performance conditions that could result in termination of the agreement,

and is also subject to an option giving FCA the right to acquire an equity participation in the Chrysler Capital portion of Santander
Consumer's business;

·
the pursuit of protectionist trade or other related policies, including tariffs by the U.S., its global trading partners, and/or other

countries;

·
adverse movements and volatility in debt and equity capital markets and adverse changes in the securities markets, including those

related to the financial condition of significant issuers in SHUSA's investment portfolio;

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·
SHUSA's ability to grow revenue, manage expenses, attract and retain highly-skilled people and raise capital necessary to achieve its

business goals and comply with regulatory requirements;

·
SHUSA's ability to effectively manage its capital and liquidity, including approval of its capital plans by its regulators and its ability

to continue to receive dividends from its subsidiaries or other investments;

·
changes in credit ratings assigned to SHUSA or its subsidiaries;

·
the ability to manage risks inherent in our businesses, including through effective use of systems and controls, insurance, derivatives

and capital management;

·
SHUSA's ability to timely develop competitive new products and services in a changing environment that are responsive to the needs
of SHUSA's customers and are profitable to SHUSA, the success of our marketing efforts to customers, and the potential for new

products and services to impose additional unexpected costs, losses, or other liabilities not anticipated at their initiation, and expose
SHUSA to increased operational risk;

·
competitors of SHUSA may have greater financial resources or lower costs, or be subject to different regulatory requirements than

SHUSA, may innovate more effectively, or may develop products and technology that enable those competitors to compete more
successfully than SHUSA and cause SHUSA to lose business or market share;

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·
consumers and small businesses may decide not to use banks for their financial transactions, which could impact our net income;

·
changes in customer spending, investment or savings behavior;

·
loss of customer deposits that could increase our funding costs;

·
the ability of SHUSA and its third-party vendors to convert, maintain and upgrade, as necessary, SHUSA's data processing and other

information technology ("IT") infrastructure on a timely and acceptable basis, within projected cost estimates and without significant
disruption to our business;

·
SHUSA's ability to control operational risks, data security breach risks and outsourcing risks, and the possibility of errors in

quantitative models SHUSA uses to manage its business, including as a result of cyberattacks, technological failure, human error,
fraud or malice, and the possibility that SHUSA's controls will prove insufficient, fail or be circumvented;

·
the ability of certain European member countries to continue to service their debt and the risk that a weakened European economy
could negatively affect U.S.-based financial institutions, counterparties with which SHUSA does business, as well as the stability of

global financial markets, including economic instability and recessionary conditions in Europe and the eventual exit of the United
Kingdom from the European Union;

·
changes to income tax laws and regulations and the outcome of ongoing tax audits by federal, state and local income tax authorities

that may require SHUSA to pay additional taxes or recover fewer overpayments compared to what has been accrued or paid as of
period-end;

·
the costs and effects of regulatory or judicial proceedings, including possible business restrictions resulting from such proceedings;

·
adverse publicity, and negative public opinion, whether specific to SHUSA or regarding other industry participants or industry-wide

factors, or other reputational harm; and

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·
acts of terrorism or domestic or foreign military conflicts and acts of God, including natural disasters.
We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of
new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by
those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this prospectus and in
our other reports filed with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and
results of operations.

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Summary
This summary highlights information that is contained elsewhere in this prospectus. It does not contain all the information that you may
consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including the information
in the section entitled "Risk Factors" and our financial statements and the related notes thereto and other financial data included elsewhere
in this prospectus, as well as the information incorporated by reference into this prospectus.
Our Company
The Company is the parent holding company of Santander Bank, National Association (the "Bank"), a national banking association, and
owns approximately 71.6% (as of September 30, 2019) of Santander Consumer USA Holdings Inc. (together with its subsidiaries, "SC"), a
specialized consumer finance company. The Company is headquartered in Boston, Massachusetts and the Bank's main office is in
Wilmington, Delaware. SC is headquartered in Dallas, Texas. The Company is a wholly-owned subsidiary of Banco Santander, S.A. ("Banco
Santander"). The Company is also the parent company of Santander BanCorp (together with its subsidiaries, "Santander BanCorp"), a holding
company headquartered in Puerto Rico which offers a full range of financial services through its wholly-owned banking subsidiary, Banco
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Santander Puerto Rico; Santander Securities LLC ("SSLLC"), a broker-dealer headquartered in Boston; Banco Santander International
("BSI"), a financial services company located in Miami that offers a full range of banking services to foreign individuals and corporations
based primarily in Latin America; Santander Investment Securities Inc. ("SIS"), a registered broker-dealer located in New York providing
services in investment banking, institutional sales, trading and offering research reports of Latin American and European equity and fixed-
income securities; and several other subsidiaries. SSLLC, SIS and another SHUSA subsidiary, Santander Asset Management, LLC ("SAM"),
are registered investment advisers with the SEC.
The Bank's principal markets are in the Mid-Atlantic and Northeastern United States. The Bank uses its deposits, as well as other
financing sources, to fund its loan and investment portfolios. The Bank earns interest income on its loan and investment portfolios. In
addition, the Bank generates non-interest income from a number of sources, including deposit and loan services, sales of loans and investment
securities, capital markets products and bank-owned life insurance. The principal non-interest expenses include employee compensation and
benefits, occupancy and facility-related costs, technology and other administrative expenses. The financial results of the Bank are affected by
the economic environment, including interest rates and consumer and business confidence and spending, as well as the competitive conditions
within the Bank's geographic footprint.
SC is a full-service, technology-driven consumer finance company focused on vehicle finance and third-party servicing. SC's primary
business is the indirect origination and securitization of retail installment contracts ("RICs"), principally through manufacturer-franchised
dealers in connection with their sale of new and used vehicles to subprime retail consumers.
SC also originates vehicle loans through a web-based direct lending program, purchases vehicle RICs from other lenders, and services
automobile and recreational and marine vehicle portfolios for other lenders. Additionally, SC has several relationships through which it
provides other consumer finance products.
SC has dedicated financing facilities in place for its Chrysler Capital business. SC periodically sells consumer RICs through these flow
agreements and, when market conditions are favorable, it accesses the asset-backed securities market through securitizations of consumer
RICs. SC also periodically enters into bulk sales of consumer vehicle leases with a third party. SC typically retains servicing of loans and
leases sold or securitized, and may also retain some residual risk in sales of leases. SC has also entered into an agreement with a third party
whereby SC will periodically sell charged-off loans.
Company Information
SHUSA is a Virginia corporation. The mailing address of SHUSA's principal executive offices is 75 State Street, Boston, MA 02109.
SHUSA's telephone number is (617) 346-7200. Santander also maintains a website at www.santanderus.com. Information contained in or
linked to or from our website is not a part of, and is not incorporated by reference into, this prospectus.

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Summary Terms of the Exchange Offer
Set forth below is a brief summary of some of the principal terms of the exchange offer. In this summary of the offering, unless we indicate
otherwise or the context requires, "we," "us," "our," "Santander," "SHUSA," the "Issuer" and the "Company" refer to Santander
Holdings USA, Inc. and "notes" refers to the old notes and the exchange notes collectively. You should also read the information in the
section entitled "Exchange Offer" later in this prospectus for a more detailed description and understanding of the terms of the notes.

The Exchange Offer
We are offering to exchange up to $948,853,000 in aggregate principal amount of our
exchange notes for an equal principal amount of our old notes.

Expiration of The Exchange Offer; Withdrawal of The exchange offer will expire at 11:59 p.m., New York City time, on February 4,
Tender
2020, or a later date and time to which we may extend it. We do not currently intend to
extend the expiration of the exchange offer. You may withdraw your tender of old notes
in the exchange offer at any time before the expiration of the exchange offer. Any old
notes not accepted for exchange for any reason will be returned without expense to you
promptly after the expiration or termination of the exchange offer.
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Conditions to the Exchange Offer
The exchange offer is not conditioned upon any minimum aggregate principal amount
of old notes being tendered for exchange. The exchange offer is subject to customary
conditions, which we may waive. See "Exchange Offer--Conditions" for more
information regarding the conditions to the exchange offer.

Procedures for Tendering Notes
To tender old notes held in book-entry form through the Depository Trust Company, or
"DTC," you must transfer your old notes into the exchange agent's account in
accordance with DTC's Automated Tender Offer Program, or "ATOP" system. In lieu
of delivering a letter of transmittal to the exchange agent, a computer-generated
message, in which the holder of the old notes acknowledges and agrees to be bound by
the terms of the letter of transmittal, must be transmitted by DTC on behalf of a holder
and received by the exchange agent before 11:59 p.m., New York City time, on the
expiration date. In all other cases, a letter of transmittal must be manually executed and
received by the exchange agent before 11:59 p.m., New York City time, on the
expiration date.

By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us
that, among other things:

· any exchange notes to be received by you will be acquired in the ordinary

course of your business;

· you have no arrangement, intent or understanding with any person to participate

in the distribution of the exchange notes (within the meaning of the Securities
Act);

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· you are not engaged in and do not intend to engage in a distribution of the

exchange notes (within the meaning of the Securities Act);

· you are not our "affiliate" (as defined in Rule 405 under the Securities Act); and

· if you are a broker-dealer that will receive exchange notes for your own account
in exchange for old notes that were acquired as a result of market-making

activities or other trading activities, you will deliver or make available a
prospectus in connection with any resale of the exchange notes.

Special Procedures for Beneficial Owners
If you are a beneficial owner whose old notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee, and you want to tender old
notes in the exchange offer, you should contact the registered owner promptly and
instruct the registered holder to tender on your behalf. If you wish to tender on your own
behalf, you must, before completing and executing the letter of transmittal and
delivering your old notes, either make appropriate arrangements to register ownership of
the old notes in your name or obtain a properly completed bond power from the
registered holder. See "Exchange Offer--Procedures for Tendering."

Guaranteed Delivery Procedures
If you wish to tender your old notes, and time will not permit your required documents
to reach the exchange agent by the expiration date, or the procedure for book-entry
transfer cannot be completed on time, you may tender your old notes under the
procedures described under "Exchange Offer--Guaranteed Delivery Procedures."

Consequences of Failure to Exchange
Holders of old notes do not have any appraisal or dissenters' rights in connection with
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the exchange offer. Any old notes that are not tendered in the exchange offer, or that are
not accepted in the exchange, will remain subject to the restrictions on transfer
applicable to such old notes. Since the old notes have not been registered under the U.S.
federal securities laws, you will not be able to offer or sell the old notes except under an
exemption from the requirements of the Securities Act or unless the old notes are
registered under the Securities Act. Upon the completion of the exchange offer, we will
have no further obligations, except under limited circumstances, to provide for
registration of the old notes under the U.S. federal securities laws. See "Exchange Offer
--Consequences of Failure to Tender."

Certain U.S. Federal Income Tax Considerations The exchange of old notes for exchange notes in the exchange offer will not constitute a
taxable exchange for U.S. federal income tax purposes. See "Certain U.S. Federal
Income Tax Considerations."

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Transferability
Under existing interpretations of the Securities Act by the staff of the SEC contained in
several no-action letters to third parties, and subject to the immediately following
sentence, we believe that the exchange notes will generally be freely transferable by
holders after the exchange offer without further compliance with the registration and
prospectus delivery requirements of the Securities Act (subject to certain representations
required to be made by each holder of old notes, as set forth under "Exchange Offer--
Procedures for Tendering"). However, any holder of old notes who:

· is one of our "affiliates" (as defined in Rule 405 under the Securities Act),

· does not acquire the exchange notes in the ordinary course of business,

· distributes, intends to distribute, or has an arrangement or understanding with

any person to distribute the exchange notes as part of the exchange offer, or

· is a broker-dealer who purchased old notes from us in the initial offering of the

old notes for resale pursuant to Rule 144A or any other available exemption
under the Securities Act,

will not be able to rely on the interpretations of the staff of the SEC, will not be
permitted to tender old notes in the exchange offer and, in the absence of any

exemption, must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale of the exchange notes.

Our belief that transfers of exchange notes would be permitted without registration or
prospectus delivery under the conditions described above is based on SEC
interpretations given to other, unrelated issuers in similar exchange offers. We cannot

assure you that the SEC would make a similar interpretation with respect to our
exchange offer. We will not be responsible for or indemnify you against any liability
you may incur under the Securities Act.

Each broker-dealer that receives exchange notes for its own account under the exchange
offer in exchange for old notes that were acquired by the broker-dealer as a result of

market-making or other trading activity must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. See "Plan of
Distribution."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the exchange notes pursuant
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to the exchange offer.

Exchange Agent
Deutsche Bank Trust Company Americas (the "Trustee") is the exchange agent for the
exchange offer. The address and telephone number of the exchange agent are set forth
under "Exchange Offer--Exchange Agent."

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Summary Terms of the Exchange Notes
Set forth below is a brief summary of some of the principal terms of the exchange notes. In this summary of the offering, unless we indicate
otherwise or the context requires, "we," "us," "our," "Santander," "SHUSA," the "Issuer" and the "Company" refer to Santander
Holdings USA, Inc. and "notes" refers to the old notes and the exchange notes collectively. You should also read the information in the
section entitled "Description of the Exchange Notes" later in this prospectus for a more detailed description and understanding of the terms
of the exchange notes.
The exchange notes will be identical in all material respects to the old notes for which they have been exchanged, except:

·
the offer and sale of the exchange notes will have been registered under the Securities Act, and thus the exchange notes generally

will not be subject to the restrictions on transfer applicable to the old notes or bear restrictive legends,

·
the exchange notes will not be entitled to registration rights, and

·
the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

Issuer
Santander Holdings USA, Inc.

Securities Offered
$948,853,000 aggregate principal amount of 3.244% Senior Notes Due 2026.

Maturity
The exchange notes will mature on October 5, 2026.

Interest
We will pay interest on the exchange notes on October 5 and April 5 of each year,
beginning on April 5, 2020. The exchange notes will accrue interest at 3.244% per
annum, payable semiannually in arrears. The exchange notes will bear interest from
(and including) October 4, 2019, or from the most recent date to which interest has been
paid or provided for.

Ranking
The exchange notes will be our senior unsecured obligations and will rank equally with
all of our other unsecured and unsubordinated debt, rank senior in right of payment to
all of our existing and future obligations that are by their terms expressly subordinated
in right of payment to the exchange notes, and will be effectively subordinated to our
existing and future secured indebtedness to the extent of the value of the collateral
securing such indebtedness and structurally subordinated to the existing and future
indebtedness and other liabilities of our subsidiaries.

As of September 30, 2019, our subsidiaries had, in the aggregate, outstanding debt and
other liabilities, including deposits, of $112.2 billion. All of such debt and other

liabilities would rank structurally senior to the notes in case of liquidation or otherwise.
As of September 30, 2019, the Company itself had an aggregate of $9.9 billion of
outstanding senior debt and no outstanding junior subordinated debt.

The indenture governing the exchange notes places no limitation on the amount of

secured or additional unsecured indebtedness that may be incurred by us.
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Optional Redemption
The exchange notes will be redeemable at our option, in whole or in part, at any time or
from time to time, on or after April 5, 2020 and prior to August 5, 2026 (or, if additional
exchange notes are issued, beginning 6 months after the issue date of such additional
exchange notes), in each case at a redemption price, plus accrued and unpaid interest
thereon, if any, to, but excluding, the redemption date, equal to the greater of:

· 100% of the aggregate principal amount of the exchange notes being redeemed on that

redemption date; and

· the sum of the present values of the remaining scheduled payments of principal and
interest on the exchange notes being redeemed that would be due if the exchange notes
to be redeemed matured on August 5, 2026 (not including any portion of such

payments of interest accrued to the redemption date), discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable Treasury Rate (as defined in the "Description of the
Exchange Notes") plus 25 basis points.

On or after August 5, 2026, the exchange notes will be redeemable, in whole or in part,
at any time and from time to time, at our option at a redemption price equal to 100% of

the aggregate principal amount of such notes being redeemed, plus accrued and unpaid
interest thereon, if any, to, but excluding, the redemption date.

Form and Denomination
We will issue the exchange notes in fully registered form in denominations of $2,000
and integral multiples of $1,000 in excess thereof. Each of the exchange notes will be
represented by one or more global securities registered in the name of a nominee of The
Depository Trust Company ("DTC"). You will hold a beneficial interest in one or more
of the exchange notes through DTC, and DTC and its direct and indirect participants
will record your beneficial interest in their books. Except under limited circumstances,
we will not issue certificated exchange notes.

Further Issuances
We may create and issue additional notes having the same terms as, and ranking equally
with, the exchange notes and the old notes in all respects (except for the date of
issuance, issue price, the initial interest accrual date and amount of interest payable on
the first payment date applicable thereto). These additional notes will be treated as a
single class with the exchange notes and the old notes, including for purposes of
waivers, amendments and redemptions.

Governing Law
The indenture governing the exchange notes is, and the exchange notes will be,
governed by, and construed in accordance with, the laws of the State of New York,
without regard to principles of conflict of law.

Absence of a Public Market for The Exchange
The exchange notes generally are freely transferable but are also new securities for
Notes
which there is not initially an existing trading market. There can be no assurance as to
the development or liquidity of any market for the exchange notes. We do not intend to
apply for listing of the exchange notes on any securities exchange or to seek quotation
of the exchange notes on any automated dealer quotation system.

Risk Factors
See "Risk Factors" beginning on page 7 and other information included in this
prospectus for a discussion of some of the key factors you should carefully consider
before deciding to exchange your old notes for exchange notes.
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Document Outline

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