Capital/Financing Update • Mar 8, 2018
Capital/Financing Update
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The Notes are not intended to be offered, sold or otherwise made available to, and, with effect from such date, 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 (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), 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 Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document required by Regulation (EU) No 1286/2014 (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 beneficial interests therein) or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
1 March 2018
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 17 July 2017 and the supplements to it dated 31 July 2017, 27 October 2017, 28 December 2017 and 14 February 2018 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 Terms and the Offering Circular. The Offering Circular has been published on the website of the London Stock Exchange.
| 1. | Issuer: | Banco Bilbao Vizcaya Argentaria, S.A. | ||
|---|---|---|---|---|
| 2. | (a) | Series Number: | 155 | |
| (b) | Tranche Number: | |||
| (c) | Date on which the Notes will be Not Applicable consolidated and form a single Series: |
|||
| 3. | Specified Currency or Currencies: | $Euro$ ( $EUR$ ) | ||
| $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and |
Aggregate Nominal Amount: 4.
| (a) | Series: | EUR 1,500,000,000 | |
|---|---|---|---|
| (b) | Tranche: | EUR 1,500,000,000 | |
| 5. | Issue Price: | 100.404 per cent. of the Aggregate Nominal Amount |
|
| 6. | (a) | Specified Denomination: | EUR 100,000 |
| (b) | Calculation Amount (in relation calculation of interest in to global form see Conditions): |
EUR 100,000 | |
| 7. | (a) | Issue Date: | 9 March 2018 |
| (b) | Interest Commencement Date: | Issue Date | |
| 8. | Maturity Date: | 9 March 2023, subject to adjustment in accordance with the Business Day Convention set out in 16(b) below |
|
| 9. | Interest Basis: | 3 month Euribor $+0.60$ per cent. (see item 16, 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: | Not Applicable | |
| 13. | Status of the Notes: | Senior | |
| (a) Status of Senior Notes: | Senior Non-Preferred | ||
| (b) | Status of Subordinated Notes: | Not Applicable | |
| (c) | 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 Provisions: | Not Applicable |
Floating Rate Note Provisions Applicable 16.
| (a) | Period(s)/Specified Specified Interest Payment Dates: |
Interest shall be payable quarterly in arrears on 9 March, 9 June, 9 September and 9 December in each year, from and including 9 June 2018, to and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention set out in (b) below |
|
|---|---|---|---|
| (b) | Business Day Convention: | Following Business Modified Day Convention |
|
| (c) | Additional Business Centre(s): | Not Applicable | |
| (d) | Manner in which the Rate of Interest and Interest Amount is to be determined: |
Screen Rate Determination | |
| (e) | Party responsible for calculating the Rate of Interest and Interest Amount (if not the Principal Paying Agent): |
Not Applicable | |
| (f) | Screen Rate Determination: | Applicable | |
| Reference Rate: | 3 month EURIBOR | ||
| Determination Interest $Date(s)$ : |
Second day on which the TARGET2 System is open prior to the start of each Interest Period |
||
| Relevant Screen Page: | Reuters Page EURIBOR01 | ||
| (g) | ISDA Determination: | Not Applicable | |
| (h) | Linear Interpolation: | Not Applicable | |
| (i) | Margin: | $+0.60$ per cent. per annum | |
| (j) | Minimum Rate of Interest: | 0.00 per cent. per annum | |
| (k) | Maximum Rate of Interest: | Not Applicable | |
| (1) | Day Count Fraction: | Actual/360 | |
| Zero Coupon Note Provisions | Not Applicable |
17.
If redeemable in part:
| (a) | Minimum Redemption Amount: EUR 100,000 | ||
|---|---|---|---|
| (b) | Maximum Redemption Amount: | EUR 1,499,900,000 | |
| 19. | Issuer Call | Not Applicable | |
| 20. | Investor Put | Not Applicable | |
| 21. | Final Redemption Amount: | EUR 100,000 per Calculation Amount | |
| 22. | Early Redemption Amount payable 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: |
EUR 100,000 per Calculation Amount |
| 23. | Form of Notes: | Bearer Notes: |
|---|---|---|
| Bearer Global Note Temporary 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 |
||
| 24. | New Global Note (NGN): | Applicable |
| 25. | Additional Financial Centre(s): | Not Applicable |
| 26. | Talons for future Coupons to be attached to Definitive Bearer Notes: |
No |
| 27. | Condition 16 applies: | Yes |
| 28. | Eligible Liabilities Event: | Applicable in accordance with the Conditions |
| 29. | Additional Events of Default (Senior Preferred Notes): |
Not Applicable |
| 30. | RMB Currency Event: | Not Applicable |
| 31. | Spot Rate (if different from that set out Not Applicable in Condition $5(h)$ : |
Signed on behalf of the Issuer:
U. By: . . . . . . . . . . . . . . . ....................................... Duly authorised
The Notes to be issued are expected to be rated:
Standard & Poor's Credit Market Services Europe Limited (S&P): BBB
Moody's Investors Services España, S.A. (Moody's): Baa3
Fitch Ratings España, S.A.U. (Fitch): A-
Each of S&P, Moody's and Fitch is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended.
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
Indication of yield:
Not Applicable
| (a) | ISIN: | XS1788584321 |
|---|---|---|
$(b)$ Common Code: 178858432
$(c)$ CUSIP: Not Applicable
$(d)$ 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):
Delivery: $(e)$ Delivery against payment
$(f)$ Names and addresses of Not Applicable additional Paying Agent(s) (if any):
Prohibition of sales to EEA Retail Applicable Investors:
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