Bond BBVA Banco 6% ( ES0813211028 ) in EUR

BBVA Banco

98.4 % ▼

Spain

ES0813211028 ( in EUR )

6% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond BBVA ES0813211028 en EUR 6%, maturity Perpetual

15/07/2025 ( In 65 days )

BBVA is a Spanish multinational financial services corporation offering a wide range of banking, investment, and wealth management products and services globally.

The Bond issued by BBVA Banco ( Spain ) , in EUR, with the ISIN code ES0813211028, pays a coupon of 6% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

EUR 1,000,000,000 Series 10 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred
Tier 1 Green Securities
Issuer:
Banco Bilbao Vizcaya Argentaria, S.A. (the "Issuer", and
with its consolidated subsidiaries, the "Group")(Ticker:
BBVASM)
Issuer Ratings: A 3 ( M o o d y ' s ) / A-(S&P)/BBB+(Fitch)/ A (high) (DBRS) / A+
(Scope)
Securities:
Non-Cumulative Contingent Convertible Perpetual Preferred
Tier 1 Green Securities (the "Preferred Securities")
Status / Ranking:
The Preferred Securities will constitute direct,
unconditional, unsecured and subordinated obligations of
the Bank and, in the case of insolvency (concurso de
acreedores) of the Bank, the Liquidation Preference of the
Preferred Securities rank as set out in Condition 3 in
accordance with Article 92.2º of the Insolvency Law (as
amended, replaced or supplemented from time to time) and
Additional Provision 14.3 of Law 11/2015 but only to the
extent permitted by the Insolvency Law or any other
applicable laws relating to or affecting the enforcement
of creditors' rights in Spain and subject to any other
ranking that may apply as a result of any mandatory
provision of law (or otherwise), for so long as the
Preferred Securities constitute an Additional Tier 1
instrument of the Bank
Form:
RegS Dematerialised Book-Entry Form
Expected Instrument Ba2 (Moody's) / BB (Fitch)
Ratings*:
Size:
EUR 1,000,000,000
Re-offer Price:
100.000%
Coupon: 6.000% p.a., paid quarterly
Equivalent Re-offer 6.136% p.a. annual
Yield:
5Y EUR Mid-Swap
-0.336%
Rate:
6Y EUR Mid-Swap
-0.306%
Rate:
Interpolated EUR
-0.320%
Mid-Swap Rate:

Reference EUR Mid-
-0.336%
Swap Rate:
Initial Margin:
6.456% p.a. (on an annual basis)
Day Count Fraction: Actual/Actual (ICMA)
Business Day
Unadjusted; Following
Convention:
Fees:
0.600%
All-in Price:
99.400%
Net Proceeds:
EUR 994,000,000
Pricing Date: 7
J
u
l
y 2020
Closing Date /
15 July 2020
Settlement:
Reset Dates:
15 January 2026 (the "First Reset Date") and each fifth
anniversary thereafter (each a "Reset Date")
Maturity:
Perpetual
Interest
6.000% per annum in respect of the period from (and
Distributions:
including) the Closing Date to (but excluding) the First
Reset Date and in respect of the period from (and
including) the First Reset Date and every fifth
anniversary thereof to (but excluding) the next succeeding
Reset Date 5 years thereafter, at the rate per annum equal
to the aggregate of the Initial Margin and the 5-year Mid-
Swap Rate (quoted on an annual basis), converted to a
quarterly rate in accordance with market convention.
Payable quarterly in arrear on January, April, July and
October, starting on 15 October 2020.
Limitations on
The Bank may elect, in its sole and absolute discretion,
Distributions: t
o
c
a
n
c
e
l t h e p a y m ent of any Distribution in whole or in
part at any time and for any (or no) reason. Payments of
Distributions in any financial year of the Bank shall be
made only out of Distributable Items of the Bank.
Distributions will not be paid in case of (i) the Bank
having insufficient Distributable Items, (ii) as required
by the Regulator, or (iii) if the payment would cause a
breach of any regulatory restriction or prohibition on
payments on Additional Tier 1 Instruments pursuant to
Applicable Banking Regulations
Optional Redemption: A
l
l
,
a
nd not some only, of the Preferred Securities may be
redeemed at the option of the Bank, subject to the prior
consent of the Regulator (if required, and otherwise in
accordance with Applicable Banking Regulations then in
force), at any time on or after the First Reset Date at
the Redemption Price.
The Preferred Securities are also redeemable on or after
the Closing Date at the option of the Bank in whole but

not in part, at any time, at the Redemption Price in
accordance with Articles 77 and 78 of CRR and/or any other
Applicable Banking Regulations in force at the relevant
time if there is a Capital Event or a Tax Event.
Capital Event: I
f
a
t
a
n
y time on or after the Closing Date, a change (or
any pending change which the Regulator considers
sufficiently certain) in Spanish law or Applicable Banking
Regulations that results (or would result) in any of the
outstanding aggregate Liquidation Preference of the
Preferred Securities ceasing to be included in, or counting
towards, the Group's or the Bank's Tier 1 Capital
Tax Event:
If at any time on or after the Closing Date, a change in,
or amendment to, the laws or regulations applicable in
Spain or any change in the application or binding official
interpretation or administration of such laws or
regulations that results in:
a) the Bank not being entitled to claim a deduction in
computing taxation liabilities in Spain in respect of any
Distribution or the value of such deduction to the Bank
being materially reduced,
b) the Bank being required to pay additional amounts
pursuant to Condition 12, or
c) the applicable tax treatment of the Preferred Securities
being materially affected.
Substitution and
If a Capital Event or a Tax Event, as applicable, occurs
Variation:
and is continuing, the Bank may substitute or modify the
terms of all (but not some only) of the Preferred
Securities so that the Preferred Securities once again
become or remain Qualifying Preferred Securities.
Trigger Event:
If, at any time, the individual or consolidated CET1 ratio
is less than 5.125 per cent. as determined by the Bank,
the Preferred Securities will be mandatorily and
irrevocably converted.
In addition, in the event of a Capital Reduction, the
Preferred Securities will be mandatorily and irrevocably
converted (unless a Holder elects otherwise).
Conversion Price: T
h
e
h
i
g
h
e
r
o
f
: (i) the Reference Market Price of a Common
Share, (ii) the Floor Price (subject to antidilution
provisions) and (iii) the nominal value of a Common Share
(being 0.49 on the Closing Date).
If the Common Shares are not admitted to trading on a
Relevant Stock Exchange, the Conversion Price will be the
higher of (ii) and (iii) above.
Floor Price:
3.75. The trading price of the Issuer's shares is
currently below 3.75, with the closing price of the
Issuer's shares on 6 July 2020 being 3.31
Non-viability Loss
Spanish Statutory Bail-in Powers
Absorption
Events of Default:
None

Waiver of Set-Off
No Holder may at any time exercise or claim any Waived
Rights:
Set-Off Rights against any right, claim or liability of
the Bank or that the Bank may have or acquire against
such Holder, directly or indirectly and howsoever arising
Listing: Spanish AIAF Fixed Income Securities Market (Regulated
Market)
Clearing:
Iberclear for participants. For non participant, through
bridge accounts maintained with Iberclear by Euroclear
and Clearstream
Governing Law: S
p
a
n
i
s
h
l
a
w
Denominations:
200k + 200k
Use of Proceeds: A
n a m o u n t equal to the net proceeds from the issue of
Preferred Securities (1,000,000,000) will be separately
identified and applied by the Bank in financing or
refinancing on a portfolio basis Green Projects, as further
described in the Prospectus
Risk Factors: I
n
v
e
s
t
o
r
s should read the Risk Factors in the issuance
Prospectus
Documentation:
Standalone Prospectus
Target Market:
Manufacturer target market (MIFID II product
governance) is eligible counterparties and professional
clients only (all distribution channels). Negative target
market, retail clients.
No PRIIPs key information document (KID) has been
prepared as not available to retail in EEA and the UK.
Selling
In addition to the "prohibition of sales to EEA Retail
Restrictions: I
n
v
e
s
tors", there are restrictions on the offer, sale and
transfer of the Preferred Securities in the United
States, the United Kingdom, Spain, Singapore, Hong Kong,
Swiitzerland, Canada, Italy and Belgium. Regulation S,
category 2 restrictions under the Securities Act apply.
The Preferred Securities are not and will not be eligible
for sale in the United States under Rule 144A of the
Securities Act.
Joint Bookrunners: B a
r
c
l
a
y
s / BBVA / BNP Paribas / Citi / J.P. Morgan /
Societe Generale
Co-Manager:
Bankia / Bankinter
ISIN:
ES0813211028
Advertisement
This communication is an advertisement for the purposes
of Regulation (EU) 2017/1129 and underlying legislation.
It is not a prospectus. The final Prospectus, when
published, will be available at https://www.cnmv.es

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.

This communication shal not constitute an offer to sel or the solicitation of an offer to buy nor shal there be any sale of
the Preferred Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.

The Preferred Securities are being offered by the issuer and represent a new financing. The Preferred Securities have not
been and wil not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'). Subject
to certain exceptions, the Preferred Securities may not be offered, sold or delivered within the United States or to or for
the account or benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act).
The Preferred Securities are not intended to be sold and should not be sold to retail clients in the EEA or the UK, as defined
in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument
2015, as amended or replaced from time to time, other than in circumstances that do not and wil not give rise to a
contravention of those rules by any person. Prospective investors are referred to the section headed "Prohibition on
marketing and sales to retail investors" of the Prospectus for the transaction for further information.
This document has been prepared by the Joint Bookrunners for information purposes only. The terms set out herein are
subject to the completion of final documentation, including any relevant underwriting or subscription agreement (and
satisfaction of any conditions precedent therein) and any necessary disclosure documentation. This document is
confidential and is only for the information of the Issuer and the Joint Bookrunners. It has not been prepared for, should
not be provided to, and should not be relied upon by, any investor or any other person for any purpose.