Obligation BBVA 4.375% ( XS2545206166 ) en EUR

BBVA

100 % ⇌

Espagne

XS2545206166 ( en EUR )

4.375% par an ( paiement annuel )

14/10/2029 - Obligation échue

Prospectus brochure de l'obligation Banco Bilbao Vizcaya Argent XS2545206166 en EUR 4.375%, échue

100 000 EUR

1 250 000 000 EUR

Banco Bilbao Vizcaya Argentaria (BBVA) est une grande banque multinationale espagnole offrant une gamme complète de services financiers à travers le monde.

L'Obligation émise par BBVA ( Espagne ) , en EUR, avec le code ISIN XS2545206166, paye un coupon de 4.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/10/2029

FINAL VERSION
FINAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to and shall 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 (EU) 2016/97 (as amended or
superseded, the Insurance Distribution Directive), where that customer would not qualify as a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 (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.
PROHIBITION OF SALES TO UK RETAIL INVESTORS
The Notes are not intended to and shall not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (the 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 (the
EUWA); (ii) a customer within the meaning of the provisions of 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; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 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 (as amended, the UK PRIIPs Regulation) for offering
or selling the Notes or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in
the UK may be unlawful under the UK 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. The target market assessment indicates that the
Notes are incompatible with the knowledge, experience, needs, characteristic and objective of clients
which are retail clients (as defined in MiFID II) and accordingly the Notes shall not be offered or sold
to any retail clients. 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.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES 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 only eligible counterparties, as defined in the FCA Handbook
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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 Notes to eligible counterparties and
professional clients are appropriate. The target market assessment indicates that the Notes are
incompatible with the knowledge, experience, needs, characteristic and objective of clients which are
retail clients (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)) and accordingly the Notes
shall not be offered or sold to any retail clients. 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 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 Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
Banco Bilbao Vizcaya Argentaria, S.A.
Issuer Legal Entity Identifier (LEI): K8MS7FD7N5Z2WQ51AZ71
Issue of EUR 1,250,000,000 4.375 per cent. Senior Preferred Green Notes due October 2029
under the EUR 40,000,000,000
Global Medium Term Note and Covered Bond 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 9th August, 2022 which constitutes a base
prospectus for the purposes of the Prospectus Regulation (the Offering Circular). This document
constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation
and must be read in conjunction with the Offering Circular in order to obtain all the relevant
information. The Offering Circular has been published on the website of Euronext Dublin.

1.
Issuer:
Banco Bilbao Vizcaya Argentaria, S.A.
2.
(a)
Series Number:
178
(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 1,250,000,000
(b)
Tranche:
EUR 1,250,000,000
5.
Issue Price:
99.557 per cent. of the Aggregate Nominal
Amount
6.
(a)
Specified Denominations:
EUR 100,000 and integral multiples of
EUR 100,000 thereafter
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(b)
Calculation Amount (in relation EUR 100,000
to calculation of interest in
global form see Conditions):
7.
(a)
Issue Date:
14 October 2022
(b)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
14 October 2029
9.
Extended Final Maturity for Covered Not Applicable
Bonds:
10.
Extended Final Maturity Date:
Not Applicable
11.
Interest Basis:
4.375 per cent. Fixed Rate
(see paragraphs 16 below)
12.
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
13.
Change of Interest Basis:
Not Applicable
14.
Put/Call Options:
Not Applicable
15.
(a)
Type of Note:
MTN
(b)
Status of MTN:
Senior
- Status of Senior Notes:
Senior Preferred
- Status of Subordinated Not Applicable
Notes:
(c)
Type of Covered Bond
Not Applicable
(d)
Date
Board
approval
for Not Applicable
issuance of Notes obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.
Fixed Rate Note Provisions
Applicable
(a)
Rate(s) of Interest:
4.375 per cent. per annum payable in arrear on
each Interest Payment Date
(b)
Interest Payment Date(s):
14 October in each year commencing on
14 October 2023 up to and including the
Maturity Date, subject to adjustment for payment
purposes only and not for interest accrual
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purposes, in accordance with the Following
Business Day Convention
(c)
Fixed Coupon Amount(s) for EUR 4,375.00 per Calculation Amount
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):
14 October in each year
17.
Fixed Reset Note Provisions
Not Applicable
18.
Floating Rate Note Provisions
Not Applicable
19.
Zero Coupon Note Provisions
Not Applicable
20.
Extended Final Maturity Interest Not Applicable
Provisions:
PROVISIONS RELATING TO REDEMPTION
21.
Tax Redemption

If redeemable in part:

(a)
Minimum Redemption Amount: EUR 100,000
(b)
Maximum
Redemption EUR 1,249,900,000
Amount:
22.
Issuer Call
Not Applicable
23.
Issuer Residual Call
Not Applicable
24.
Investor Put
Not Applicable
25.
Final Redemption Amount:
EUR 100,000 per Calculation Amount
26.
Early Redemption Amount payable EUR 100,000 per Calculation Amount
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
27.
Form of Notes:
Bearer Notes:
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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
Notes shall not be physically delivered in
Belgium, except to a clearing system, a
depository or other institution for the purpose of
their immobilisation in accordance with article 4
of the Belgian law of 14th December, 2005
28.
New Global Note (NGN):
Applicable
29.
Additional Financial Centre(s):
Not Applicable
30.
Talons for future Coupons to be No
attached to Definitive Bearer Notes:
31.
Condition 16 applies:
Yes
32.
Eligible Liabilities Event:
Applicable
33.
Additional Events of Default (Senior Not Applicable
Preferred Notes):
34.
RMB Currency Event:
Not Applicable
35.
Spot Rate (if different from that set Not Applicable
out in Condition 5(h)):
36.
Party responsible for calculating the Not Applicable
Spot Rate:
37.
Relevant Currency (if different from Not Applicable
that in Condition 5(h)):
38.
RMB Settlement Centre(s):
Not Applicable
39.
Governing Law:
Spanish Law
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7 October 2022

Signed on behalf of the Issuer:
By:

............................................................................
Duly authorised

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 14 October 2022
(b)
Estimate of total expenses EUR 1,050
related to admission to trading:
2.
RATINGS

The Notes to be issued are expected to be rated
Moody's Investors Services España, S.A.
(Moody's): A3
Obligations rated A are considered upper-
medium-grade and are subject to low credit risk.
S&P Global Ratings Europe Limited (S&P): A
Strong capacity to meet financial commitments,
but
somewhat
susceptible
to
economic
conditions and changes in circumstances.
Fitch Ratings Ireland Limited (Fitch): A-
A' ratings denote expectations of low default risk.
The capacity for payment of financial
commitments is considered strong. This capacity
may, nevertheless, be more vulnerable to adverse
business or economic conditions than is the case
for higher ratings.
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.
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4.
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(a)
Reasons for the offer
The Notes are Green Notes as described, and as
this term is defined, in the Offering Circular and
the proceeds from the issue of the Notes are
intended to be used for "green" purposes as
described in the "Use of Proceeds" section of the
Offering Circular.
(b)
Estimated net proceeds
EUR 1,241,337,500
5.
YIELD (Fixed Rate Notes and Fixed
Reset Notes only)
(a)
Indication of yield:
4.450%

The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication of
future yield.
6.
OPERATIONAL INFORMATION

(a)
Trade Date:
5 October 2022
(b)
ISIN:
XS2545206166
(c)
Common Code:
254520616
(d)
CUSIP:
Not Applicable
(e)
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):
(f)
Delivery:
Delivery against payment
(g)
Names
and
addresses
of Not Applicable
additional Paying Agent(s) (if
any):
(h)
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
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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 UK Applicable
Retail Investors:
(c)
Prohibition of Sales to Belgian Applicable
Consumers:
8.
RELEVANT BENCHMARKS

(a)
Relevant Benchmark:
Not Applicable.
9.
METHOD OF DISTRIBUTION

(a)
Method of distribution:
Syndicated
(b)
If
syndicated,
names
of Barclays Bank Ireland PLC, Banco Bilbao
Managers:
Vizcaya Argentaria, S.A., BNP Paribas,
Commerzbank Aktiengesellschaft, Société

Générale, Abanca Corporación Bancaria, S.A.,
Banca Akros S.p.A., Bankinter, S.A., and

Unicaja Banco, S.A.
(c)
Stabilisation
Manager(s)
(if Barclays Bank Ireland PLC
any):

(d)
If non-syndicated, name of
relevant Dealer:
Not Applicable

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