Davis Polk & Wardwell LLP advised Banco Santander, S.A. on an exchange offer of new securities and cash for six series of existing SEC-registered preferred securities issued by certain of Banco Santander's subsidiaries in an aggregate liquidation preference of approximately $2.8 billion. New preferred securities in an aggregate liquidation preference of approximately $1 billion were issued upon settlement of the exchange offer. All new securities issued in the exchange offer are guaranteed by Banco Santander.

Headquartered in Madrid, Banco Santander, the leading financial institution by market capitalization in the euro zone, operates globally through a network of subsidiaries across Spain, the United Kingdom, the United States and Brazil, as well as other European and Latin American countries.

Morgan Stanley was the dealer manager for the exchange offer.

The Davis Polk corporate team included partners Nicholas A. Kronfeld and Maurice Blanco and associates Jake S. Tyshow, Tabea Y. Hsi, Jung Choi, Ester del Valle Izquierdo, Margaret Chow and Chin W. Lee. Partners Michael Mollerus and Kathleen L. Ferrell and associate Catherine Paskoff Chang provided tax advice. Associate Catherine L. Martin provided 1940 Act advice. All lawyers work in the New York office, except Jake S. Tyshow and Ester del Valle Izquierdo, who work in the Madrid office, and Chin W. Lee, who works in the London office.