Bond BBVA Banco 1% ( XS2104051433 ) in EUR

BBVA Banco

100 % ▲

Panama

XS2104051433 ( in EUR )

1% per year ( payment 1 time a year)

15/01/2030

Prospectus brochure of the bond BBVA XS2104051433 en EUR 1%, maturity 15/01/2030

100 000 EUR

1 000 000 000 EUR

16/01/2026 ( In 250 days )

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

BBVA has issued a EUR 1,000,000,000 1% bond (ISIN: XS2104051433) maturing on January 15, 2030, with a minimum denomination of EUR 100,000, currently trading at 100% of par value and paying interest annually, issued in Panama.

FINAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area (the EEA). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the
meaning of Directive 2002/92/EC (as amended or superseded, the Insurance Mediation Directive),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no
key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs
Regulation) for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES AS THE ONLY TARGET MARKET Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Notes has led
to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of
Singapore (as amended or modified, the SFA) In connection with Section 309B of the SFA and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP
Regulations 2018), the Issuer has determined the classification of the Notes to be capital markets
products other than prescribed capital markets products (as defined in the CMP Regulations 2018) and
Specified Investment Products (as defined in the Singapore Monetary Authority (the MAS) Notice SFA
04-N12: Notice on the Sale of Investment Products and the MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Banco Bilbao Vizcaya Argentaria, S.A.
Issuer Legal Entity Identifier (LEI): K8MS7FD7N5Z2WQ51AZ71
Issue of EUR 1,000,000,000 1.00% Callable Subordinated Tier 2 Notes due January 2030
under the 40,000,000,000
Global Medium Term Note Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions
(the Conditions) set forth in the Offering Circular dated 2 July, 2019 and the supplements to it dated 7
August 2019, 13 September 2019, 1 November 2019 and 23 December 2019 which together constitute
a base prospectus for the purposes of the Prospectus Directive (the Offering Circular). This document
constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the
Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on
the Issuer and the offer of the Notes is only available on the basis of the combination of these Final
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Terms and the Offering Circular. The Offering Circular has been published on the website of Euronext
Dublin.
1.
Issuer:
Banco Bilbao Vizcaya Argentaria, S.A.
2.
(a)
Series Number:
164
(b)
Tranche Number:
1
(c)
Date on which the Notes will be
Not Applicable
consolidated and form a single
Series:
3.
Specified Currency or Currencies:
Euro (EUR)
4.
Aggregate Nominal Amount:
(a)
Series:
EUR 1,000,000,000
(b)
Tranche:
1
5.
Issue Price:
99.391 per cent. of the Aggregate Nominal
Amount
6.
(a)
Specified Denominations:
EUR 100,000 and integral multiples of EUR
100,000 thereafter.
(in the case of Registered Notes,
this means the minimum integral
amount in which transfers can
be made)
(b)
Calculation Amount (in relation
EUR 100,000
to calculation of interest in
global form see Conditions):
7.
(a)
Issue Date:
16 January 2020
(b)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
16 January 2030
9.
Interest Basis:
Fixed Reset Notes
(see paragraph 15 below)
10.
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent. of their nominal
amount
11.
Change of Interest Basis:
Not Applicable
12.
Put/Call Options:
Issuer Call
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(see paragraph 19 below)
13.
(a)
Status of the Notes
Subordinated
(b)
Status of Senior Notes:
Not Applicable
(c)
Status of Subordinated Notes:
Tier 2 Subordinated
(d)
Date approval for issuance of
Not Applicable
Notes obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions
Not Applicable
15.
Fixed Reset Note Provisions
Applicable
(a)
Initial Interest Rate:
1.00 per cent. per annum payable annually in
arrear on each Interest Payment Date to, and
including, the Interest Payment Date falling on
16 January 2025 (the Reset Date)
(b)
Interest Payment Date(s):
16 January in each year beginning with the First
Interest Payment Date on 16 January 2021 and
ending on, and including, the Maturity Date,
subject to adjustment for the purposes of making
payment only and not for interest accrual
purposes, in accordance with the Following
Business Day Convention.
(c)
Fixed Coupon Amount to (but
EUR 1,000 per Calculation Amount
excluding) the Reset Date for
Notes in definitive form (and in
relation to Notes in global form
see Conditions):
(d)
Broken Amount(s) for Notes in
Not Applicable
definitive form (and in relation
to Notes in global form see
Conditions):
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Determination Date(s):
16 January in each year
(g)
Reset Date:
16 January 2025
(h)
Subsequent Reset Date(s):
Not Applicable
(i)
Reset Margin:
+1.27 per cent. per annum
(j)
Relevant Screen Page:
Bloomberg BGCS2 or ICAP (Relevant Screen
Page for 5-year EUR Mid Swap Rate as at the
First Reset Rate)
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(k)
Floating Leg Reference Rate:
6 month EURIBOR
(l)
Floating Leg Screen Page:
EUR006M Index
(m)
Initial Mid-Swap Rate:
-0.144 per cent. per annum (quoted on an annual
basis)
16.
Floating Rate Note Provisions
Not Applicable
17.
Zero Coupon Note Provisions
Not Applicable
PROVISIONS
RELATING
TO
REDEMPTION
18.
Tax Redemption
If redeemable in part:
(a)
Minimum Redemption Amount: EUR 100,000
(b)
Maximum
Redemption EUR 999,900,000
Amount:
19.
Issuer Call
Applicable
(a)
Optional Redemption Date(s):
16 January 2025
(b)
Optional Redemption Amount:
100% per Calculation Amount
(c)
If redeemable in part:
Not Applicable
(d)
Notice periods:
Minimum period: 30 days
Maximum period: 90 days
20.
Investor Put
Not Applicable
Final Redemption Amount:
EUR 100,000
Early Redemption Amount payable EUR 100,000
on redemption for taxation reasons, on
an event of default, upon the occurrence
of a Capital Event or upon the
occurrence of an Eligible Liabilities
Event:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
21.
Form of Notes:
Bearer Notes
Temporary Bearer Global Note exchangeable for
a Permanent Bearer Global Note which is
exchangeable for Definitive Notes upon an
Exchange Event excluding the exchange event
described in paragraph (iii) of the definition in
the Permanent Global Note
22.
New Global Note (NGN):
Applicable
23.
Additional Financial Centre(s):
Not Applicable
24.
Talons for future Coupons to be attached
No
to Definitive Bearer Notes:
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25.
Condition 16 applies:
Yes
26.
Eligible Liabilities Event:
Applicable, as per Conditions
27.
Additional Events of Default (Senior
Not Applicable
Preferred Notes):
28.
RMB Currency Event:
Not Applicable
29.
Spot Rate (if different from that set out
Not Applicable
in Condition 5(h)):
30.
Party responsible for calculating the
Not Applicable
Spot Rate:
31.
Relevant Currency (if different from that
Not Applicable
in Condition 5(h)):
32.
RMB Settlement Centre(s):
Not Applicable
33.
Governing Law:
Spanish Law
Signed on behalf of the Issuer:
By:
............................................................................
Duly authorised
13 January 2020
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PART B - OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(a)
Listing
and
Admission
to
Application has been made by the Issuer (or on
trading:
its behalf) for the Notes to be admitted to trading
on Euronext Dublin's regulated market and
admitted to the Official List of Euronext Dublin
with effect from 16 January 2020.
(b)
Estimate of total expenses
EUR 1,000
related to admission to trading:
2.
RATINGS
The Notes are expected to be rated:
Moody's Investors Services España, S.A.: Baa3
S&P: BBB
Fitch Ratings España, S.A.U.: BBB+
Each of Moody's, S&P and Fitch is established in
the European Union and is registered under
Regulation (EC) No. 1060/2009 (as amended).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved
in the issue of the Notes has an interest material to the offer. The Managers and their affiliates
have engaged and may in the future engage in investment banking and/or commercial
banking transactions with, and may perform other services for, the Issuer and its affiliates in
the ordinary course of business.
4.
REASONS FOR THE OFFER
The net proceeds of the issue of the Notes will be
used for the Group's general corporate purposes,
which include making a profit.
5.
YIELD (Fixed Rate Notes and Fixed
Reset Notes only)
(a)
Indication of yield:
1.126 per cent. per annum
6.
OPERATIONAL INFORMATION
(a)
ISIN:
XS2104051433
(b)
Common Code:
210405143
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(c)
CFI:
See the website of the Association of National
Numbering Agencies (ANNA) or alternatively
sourced
from
the
responsible
National
Numbering Agency that assigned the ISIN
(d)
FISN:
See the website of the Association of National
Numbering Agencies (ANNA) or alternatively
sourced
from
the
responsible
National
Numbering Agency that assigned the ISIN
(e)
CUSIP:
Not Applicable
(f)
Any clearing system(s) other Not Applicable
than Euroclear Bank SA/NV,
Clearstream Banking, S.A. and
the Depository Trust Company
and the relevant identification
number(s):
(g)
Delivery:
Delivery against payment
(h)
Names
and
addresses
of Not Applicable
additional Paying Agent(s) (if
any):
(i)
Intended to be held in a manner Yes. Note that the designation "yes" does not
which would allow Eurosystem necessarily mean that the Notes will be
eligibility:
recognised as eligible collateral for Eurosystem
monetary policy and intra-day credit operations
by the Eurosystem either upon issue or at any or
all times during their life. Such recognition will
depend upon the European Central Bank being
satisfied that Eurosystem eligibility criteria have
been met. The Notes will be deposited initially
upon issue with one of Euroclear Bank SA/NV
and/or Clearstream Banking, S.A. (together, the
ICSDs) acting as common safekeeper.
7.
PROHIBITION OF SALES

(a)
Prohibition of Sales to EEA Applicable
Retail Investors:
(b)
Prohibition of Sales to Belgian Applicable
Consumers:
8.
RELEVANT BENCHMARKS

(a)
Relevant Benchmark:
5 year Mid-Swap Rate is provided by ICE
Benchmark Administration Limited.
As at the date hereof, ICE Benchmark
Administration Limited appears in the register of
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administrators and benchmarks established and
maintained by the European Securities and
Markets Authority pursuant to the Benchmarks
Regulation.
6 month EURIBOR is provided by the European
Money Market Institute.
As at the date hereof, the European Money
Markets Institute appears in the register of
administrators and benchmarks established and
maintained by the European Securities and
Markets Authority pursuant to the Benchmarks
Regulation.

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