Obligation Iberdrola Capital S.A. 4.875% ( XS2580221658 ) en EUR

Iberdrola Capital S.A.

100 % ▼

Espagne

XS2580221658 ( en EUR )

4.875% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Iberdrola Finanzas S.A XS2580221658 en EUR 4.875%, échéance Perpétuelle

100 000 EUR

1 000 000 000 EUR

25/07/2026 ( Dans 4 jours )

Iberdrola Finanzas S.A. est une filiale d'Iberdrola, principalement dédiée au financement des activités du groupe énergétique espagnol.

L'Obligation émise par Iberdrola Capital S.A. ( Espagne ) , en EUR, avec le code ISIN XS2580221658, paye un coupon de 4.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

FINAL TERMS
MiFID II product governance / Professional investors and ECPs only target market solely
for the purposes of each manufacturer's product approval process, the target market assessment
in respect of the Subordinated Notes has led to the conclusion that: (i) the target market for the
Subordinated Notes is eligible counterparties and professional clients only, each as defined in
Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the
Subordinated Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Subordinated 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 Subordinated Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and ECPs only target market 
solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Subordinated Notes has led to the conclusion that: (i) the target
market for the Subordinated Notes is only eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in
Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the
Subordinated Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Subordinated Notes (a distributor) should
take into consideration the manufacturers' target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK
MiFIR Product Governance Rules) is responsible for undertaking its own target market
assessment in respect of the Subordinated Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Subordinated 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 (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 MiFID II; or (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the Insurance Distribution 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 Regulation. Consequently no key information
document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or
selling the Subordinated Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Subordinated Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS  The Subordinated 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 United Kingdom (UK). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No. 2017/565 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of
the provisions of the Financial Services and Markets Act 2000, as amended (the FSMA) and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No. 1286/2014 as it
forms part of UK domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering
or selling the Subordinated Notes or otherwise making them available to retail investors in the

UK has been prepared and therefore offering or selling the Subordinated Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
Notification under Section 309B(1)(c) of the Subordinated Notes and Futures Act (Chapter
289) of Singapore, as modified or amended from time to time (the SFA) In connection with
Section 309B of the SFA and the Subordinated Notes and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309(1) of the SFA), that the
Subordinated Notes are prescribed capital markets products (as defined in the CMP Regulations
2018) and are Excluded Investment Products (as defined in the Monetary Authority of Singapore
(the MAS) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).

Final Terms dated 23 January 2023

Iberdrola Finanzas, S.A.U.
(incorporated with limited liability in the Kingdom of Spain)
Legal Entity Identifier (LEI): 5493004PZNZWWBOUV388
Issue of
EUR 1,000,000,000 5.5 Year Non-Call Undated Reset Rate Guaranteed
Subordinated Green Bonds

Guaranteed on a subordinated basis by
Iberdrola, S.A.
Legal Entity Identifier (LEI): 5QK37QC7NWOJ8D7WVQ45
Under the EUR 30,000,000,000
Euro 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 of Subordinated Notes issued by Iberdrola Finanzas, S.A.U. set forth in the Base
Prospectus dated 1 June 2022 and the supplement to the Base Prospectus dated 2 August 2022
which together constitute a base prospectus for the purposes of the Prospectus Regulation (the
Base Prospectus). This document constitutes the Final Terms of the Subordinated Notes
described herein for the purposes of Article 8(4) of the Prospectus Regulation and must be read
in conjunction with such Base Prospectus as so supplemented in order to obtain all the relevant
information to comply with Article 8(5) of the Prospectus Regulation. Full information on the
Issuer, the Guarantor and the offer of the Subordinated Notes is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base Prospectus and the Final
Terms have been published on the website of the Luxembourg Stock Exchange at www.bourse.lu.
and are available for viewing at www.iberdrola.com and copies may be obtained from the Fiscal
Agent at The Bank of New York Mellon, London Branch, 160 Queen Victoria Street London
EC4V 4LA, United Kingdom.

1.
(i)
Series Number:
134
(ii)
Tranche Number:
1
(iii)
Date
on
which
the Not Applicable
Subordinated Notes will be
consolidated and form a
single Series:
2.
Specified Currency or Currencies:
Euro ()
3.
Aggregate
Nominal
Amount 1,000,000,000
admitted to trading:
4.
Issue Price:
100 per cent. of the Aggregate Nominal
Amount.
5.
(i)
Specified Denominations:
100,000 and integral multiples of
100,000 thereafter
(ii)
Calculation Amount:
100,000
6.
(i)
Issue Date:
25 January 2023
(ii)
Interest
Commencement Issue Date
Date:
7.
Interest Basis:
4.875
per
cent.
Resettable
Rate
Subordinated Notes

(see paragraph 13 below)
8.
Interest Deferral - Optional Interest Applicable
Payment:
9.
Relevant Period(s):
Any day falling in the period from (and
including) 25 April 2028 to (but excluding)
25 July 2028.
10.
Put/Call Options:
Par Call Option

Make-Whole Call Option

Change of Control Call Option
Substantial Purchase Event
Accounting Event
Capital Event

(see paragraphs 14, 15, 16, 17, 18 and 19
below)
11.
Substitution and Variation:
Applicable
12.
Date Board approval for issuance of 17 January 2023
Subordinated Notes obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Resettable Rate Provisions

(i)
Initial Rate of Interest:
4.875 per cent. per annum
(ii)
Interest Payment Date(s):
25 July in each year commencing on 25 July
2023. There will be a short first coupon.
(iii)
Broken Amount(s):
2,417.47 per Calculation Amount, payable
on the Interest Payment Date falling on 25
July 2023
(iv)
Reset Rate:
Mid-Swap
(v)
Mid-Swap Rate:
5 year EUR Mid-Swap Rate
(vi)
Mid-Swap Maturity:
5 years
(vii)
Mid-Swap
Floating
Leg EURIBOR
Benchmark Rate:
(viii) First Reset Date:
25 July 2028
(ix)
Second Reset Date:
25 July 2033
(x)
Subsequent Reset Date(s):
25 July 2048 each date falling on the fifth
annual anniversary thereafter
(xi)
Margin(s):
+2.262 per cent. per annum in respect of the
Reset Period commencing on the First
Reset Date to (but excluding) the Second
Reset Date
+2.512 per cent. per annum in respect of the
Reset Periods commencing on the Second
Reset Date to (but excluding) 25 July 2048
+3.262 per cent. per annum in respect of
any other Reset Period commencing on a
Subsequent Reset Date
(xii)
Minimum Rate of Interest:
Not Applicable
(xiii) Maximum Rate of Interest:
Not Applicable
(xiv)
Day Count Fraction:
Actual/Actual (ICMA)
(xv)
Reset Determination Dates:
As per Conditions
(xvi)
Relevant Screen Page:
Reuters screen page
"ICESWAP2/EURSFIXA"
(xvii) Reset Rate Time:
11.00 a.m. (Central European Time)
(xviii) Business Centre(s):
Not Applicable

(xix)
Party
responsible
for Not Applicable
calculating the Rate of
Interest and Interest Amount
(if not the Fiscal Agent):
(xx)
Step Up after Change of
Applicable
Control Event:
(xxi)
Step Up Margin after
5 per cent. per annum
Change of Control Event:

PROVISIONS RELATING TO REDEMPTION
14.
Par Call Option
Applicable
(i)
Par Call Date(s):
Each Interest Payment Date and any dates
falling within the Relevant Period
(ii)
Optional
Redemption 100,000 per Calculation Amount
Amount:
(iii)
Notice periods:
As per Conditions
15.
Make-Whole Call Option
Applicable
(i)
Optional
Redemption
Amount
(Make
Whole
Amount):
(a)
Reference Note:
DBR (Bundesanleihe) 0.5 per cent. due 15
February 2028 (DE0001102440)
Redemption
0.45 per cent.
Margin(s):
Financial Adviser:
As per Conditions
Quotation Time:
As determined by the Financial Adviser
(b)
Discount Rate:
Not Applicable
(c)
Make-whole
Not Applicable
Exemption Period:
(ii)
Notice periods:
As per Conditions
16.
Change of Control Call Option:
Applicable
(i)
Optional
Redemption 100,000 per Calculation Amount
Amount:
(ii)
Notice periods:
As per Conditions

For the avoidance of any doubt, the
following text does not form part of the
Conditions: At or around the Issue Date,

the Guarantor intends to undertake with
and for the benefit of all holders of certain
of its securities (Qualifying Securities)
that, for so long as any of the Subordinated
Notes is outstanding, following the
occurrence of a Change of Control Event in
respect of which it intends to deliver a
notice exercising its right to redeem the
Subordinated Notes under Condition 6(i) it
will do so only after making a tender offer,
directly or indirectly, to all holders of
Qualifying Securities to repurchase their
respective Qualifying Securities at their
respective aggregate nominal amounts
together with any interest accrued until the
day of completion of the repurchase.
17.
Substantial Purchase Event
Applicable
Notice Period:
As per Conditions
18.
Accounting Event
Applicable
Notice Period:
As per Conditions
19.
Capital Event
Applicable
Notice Period:
As per Conditions
20.
Early Redemption Amount

Early
Redemption
Amount(s)
payable
on
redemption
when 101 per cent. of the principal amount of the
applicable and/or the method of Subordinated Notes in respect of a
redemption as a result of a Tax Event,
calculating the same:
Accounting Event or Capital Event.

GENERAL PROVISIONS APPLICABLE TO THE SUBORDINATED NOTES
21.
(a)
Form of Subordinated Notes: Bearer Subordinated Notes:

Subordinated Temporary Global Note
exchangeable
for
a
Subordinated
Permanent Global Note exchangeable for
Subordinated Definitive Notes in the
limited circumstances specified in the
Subordinated Permanent Global Note.
(b)
New Global Note:
No
(c)
New Safekeeping Structure
No
22.
Financial Centre(s) or other special TARGET2 Business Days
provisions relating to Payment Dates:

23.
Talons for future Coupons to be Yes, as the Subordinated Notes have more
attached to Subordinated Definitive than 27 coupon payments, Talons may be
Notes:
required if, on exchange into definitive
form, more than 27 coupon payments are
still to be made
24.
Consolidation provisions:
Not Applicable
25.
Outstanding Hybrid Securities
1,000,000,000
Undated
Deeply
Subordinated Reset Rate Guaranteed
Securities issued by Iberdrola International
B.V. on 22 November 2017 (ISIN:
XS1721244371) and unconditionally and
irrevocably guaranteed on a subordinated
basis by Iberdrola, S.A.
700,000,000
Undated
Deeply
Subordinated Reset Rate Guaranteed
Securities issued by Iberdrola International
B.V.
on
26
March
2018
(ISIN:
XS1797138960) and unconditionally and
irrevocably guaranteed on a subordinated
basis by Iberdrola, S.A.
800,000,000
Undated
Deeply
Subordinated Reset Rate Guaranteed
Securities issued by Iberdrola International
B.V. on 12 February 2019 (ISIN:
XS1890845875) and unconditionally and
irrevocably guaranteed on a subordinated
basis by Iberdrola, S.A.
1,600,000,000 5.5 Year Non-Call Undated
Deeply
Subordinated
Reset
Rate
Guaranteed
Securities
(ISIN:
XS2244941063) and the 1,400,000,000
8.5 Year Non-Call Undated Deeply
Subordinated Reset Rate Guaranteed
Securities (ISIN: XS2244941147), in each
case, issued by Iberdrola International B.V.
on 28 October 2020 and unconditionally
and
irrevocably
guaranteed
on
a
subordinated basis by Iberdrola, S.A.
1,000,000,000 6 Year Non-Call Undated
Deeply
Subordinated
Reset
Rate
Guaranteed
Securities
(ISIN:
XS2295335413) and the 1,000,000,000 9
Year
Non-Call
Undated
Deeply
Subordinated Reset Rate Guaranteed
Securities (ISIN: XS2295333988), in each
case, issued by Iberdrola International B.V.

on 9 February 2021 and unconditionally
and
irrevocably
guaranteed
on
a
subordinated basis by Iberdrola, S.A.
750,000,000 6 Year Non-Call Undated
Deeply
Subordinated
Reset
Rate
Guaranteed Securities issued by Iberdrola
Finanzas, S.A.U. on 16 November 2021
(ISIN:
XS2405855375)
and
unconditionally and irrevocably guaranteed
on a subordinated basis by Iberdrola, S.A.
26.
Subordinated Loan:
The subordinated loan to be made by the
Issuer to the Subordinated Loan Borrower
dated 25 January 2023
27.
Subordinated Loan Borrower:
Iberdrola Financiación, S.A. (Sociedad
Unipersonal)
28.
Calculation Agent:
Not Applicable

THIRD PARTY INFORMATION
The ratings definitions of S&P, Moody's and Fitch in section 2 of "Part B Other
Information"
below
have
been
extracted
from
https://www.standardandpoors.com/en_US/web/guest/article/-/view/sourceId/504352,
https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004
and
https://www.fitchratings.com/research/structured-finance/rating-definitions-21-03-2022,
respectively. Each of the Issuer and the Guarantor confirms that such information has been
accurately reproduced and that, so far as it is aware, and is able to ascertain from information
published by S&P, Moody's and Fitch, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
Signed on behalf of the Issuer:
Signed on behalf of the Guarantor:
By:
By:

Duly authorised
Duly authorised

PART B OTHER INFORMATION

1.
LISTING AND ADMISSION

TO TRADING
Official List of the Luxembourg Stock
(i)
Listing:
Exchange
(ii)
Admission to trading:
Application
has
been
made
for
the
Subordinated Notes to be admitted to trading
on the regulated market of the Luxembourg
Stock Exchange with effect from 25 January
2023.
(iii)
Estimate of total expenses 7,500
related to admission to
trading:
2.
RATINGS

Rating Agency:
As per Conditions
Ratings:
The Subordinated Notes to be issued are
expected to be rated:
Standard & Poor's Global Ratings Europe
Limited (S&P): BBB-
Moody's Investor Service Limited (Moody's):
Baa3
Fitch Ratings Limited (Fitch Ratings): BBB
According to S&P's ratings definitions
available
at
https://www.standardandpoors.com/en_US/we
b/guest/article/-/view/sourceId/504352,
a
rating by S&P of "BBB" indicates adequate
protection parameters. However, adverse
economic
conditions
or
changing
circumstances are more likely to weaken the
obligor's capacity to meet its financial
commitments on the obligation. The addition of
a plus (+) or minus (-) sign to a rating is to show
relative standing within the relevant rating
category.
According to Moody's ratings definitions
available
at
https://www.moodys.com/researchdocumentc
ontentpage.aspx?docid=PBC_79004, a rating
by Moody's of "Baa" indicates moderate credit
risk. Such obligations are considered medium-