FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2012

Santander Holdings USA, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (617) 346-7200

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Item 8.01.  Other Events. 

On December 27, 2012, Santander Holdings USA, Inc., a wholly owned subsidiary of Banco Santander, S.A., issued a press release announcing the completion of its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding Sovereign Capital Trust IV 4.375% Trust PIERS (the “Trust PIERS”).  As of 11:59 p.m., New York City time, on December 26, 2012 (the “Expiration Time”), an aggregate liquidation amount of approximately $323.4 million of its Trust PIERS, representing approximately 40.4% of the outstanding aggregate liquidation amount of such securities, had been tendered and accepted for purchase under the Tender Offer.

A copy of the press release announcing the completion of the Tender Offer is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

            (d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.