Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

August 8, 2019

Nicholas A. Kronfeld, Esq.
Davis Polk & Wardwell LLP
Nicholas.Kronfeld@davispolk.com

Re: Proposed Exchange Offers by Banco Santander, S.A.
Request for Exemptive Relief from Exchange Act Rules 14e-1(c), 14d-10(a)(1), and 14e-5

Dear Mr. Kronfeld:

We are responding to your letter requesting exemptive relief dated August 7, 2019, addressed to Ted Yu and Nicholas Panos. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your request.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from:

• Rule 14e-1(c) under the Exchange Act to permit payment for Santander Mexico Securities tendered into the U.S. Exchange Offer during the initial offering period to be made no later than the sixth business day after the expiration of the initial offering period;
   
• Rule 14d-10(a)(1) under the Exchange Act to permit Santander Spain to use a dual offer structure whereby a U.S. Exchange Offer will be open to all holders of Santander Mexico ADS and all U.S. holders of Santander Mexico Shares and a separate Mexican Exchange Offer will be open to all holders of Santander Mexico Shares, wherever located; and
   
• Rule 14e-5 under the Exchange Act to permit Santander Spain to conduct the Mexican Exchange Offer and to purchase Santander Mexico Shares tendered pursuant to the Mexican Exchange Offer during the U.S. Exchange Offer. You do not request, and we do not grant, any relief regarding purchases or arrangements to purchase Santander Mexico Securities otherwise than pursuant to the Exchange Offers.

This exemptive relief is based on the representations made to the Division in your request and the accompanying letters from Mexican and Spanish counsel of the same date. We note in particular those representations regarding certain direct conflicts between U.S. law and practice and those of Mexico and Spain necessitating the relief requested. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.