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UPDATE 2-Santander US holding to buy out rest of US consumer unit for $2.36 bln

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* Bank offers $39 per share in cash for about 20% of SC US

* It says this marks a 7.4% premium to Wednesday's price

* Offer comes amid record earnings by Santander in U.S.

* UBS estimates deal could have impact of around 10 bps (Adds share price, details, comments from analysts)

By Jesús Aguado

MADRID, July 2 (Reuters) - Santander's holding in the United States said on Friday it would buy a fifth of the shares it does not own in its U.S. consumer unit for around $2.4 billion.

The all-in cash deal of $39 per share comes at a moment when the U.S. economy is in full-swing recovery mode and follows record earnings by Santander in the United States.

The bank said in a statement the proposal would represent a 7.4% premium to Wednesday's closing price of $36.32 and a 30.4% premium to Santander Consumer's average share price since Jan. 1.

SHUSA, which currently owns 80.25% of Santander Consumer, said it would wholly own its subsidiary after the deal.

Shares in Santander fell 1.7% on Friday, slightly more than the 1.06% decline of European banks on the European Dow Jones banking index.

UBS said that although unexpected the deal was not expected, it should not come as a complete surprise given the unit's strong performance and transactions in this direction in countries such as Mexico or Brazil.

"Using March-21 numbers, buying out the minorities (20%) in full at the proposed $39 level would imply a goodwill generation of $1.1bn or 965 million euros for Santander," UBS said, adding the most likely capital impact would be around 10 basis points.

The bank did not provide any financial metrics of the deal.

Santander recently offered to buy the 8.3% stake in its Mexican unit that it did not already own, as part of the bank's strategy to expand in emerging economies which it hopes will deliver faster growth than its core markets in Europe.

In the United States, Santander's underlying profit in the January to March period jumped to 616 million euros from 60 million in the same period a year ago, making it the highest contributor among all its markets.

Results were boosted by its consumer business, which benefited from a strong U.S. economic recovery and huge fiscal stimulus policies by the U.S. administration of president Joe Biden.

J.P. Morgan acted as financial advisor of SHUSA, which is completely owned by Santander, while Santander Consumer USA holdings, headquartered in Dallas, is a full-service consumer finance company focused on vehicle finance. (Reporting by Jesús Aguado in Madrid; additional reporting by Sohini Podder in Bengaluru; Editing by Shinjini Ganguli, Louise Heavensand Timothy Heritage)