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Banco Bilbao Vizcaya Argentaria S.A.

Capital/Financing Update May 11, 2018

1796_rns_2018-05-11_80a63133-b4e5-4986-bdd3-64b15bfd9188.pdf

Capital/Financing Update

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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 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 Directive 2014/65/EU (as amended, 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.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - 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 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.

8 May 2018

Banco Bilbao Vizcaya Argentaria, S.A. Issue of EUR 1,000,000,000 1.375 per cent. Senior Non-Preferred Green Notes due May 2025 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 17 July 2017 and the supplements to it dated 31 July 2017, 27 October 2017, 28 December 2017, 14 February 2018, 25 April 2018 and 30 April 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: 156
(b) Tranche Number: $\mathbf{1}$
(c) Date on which the Notes will be
consolidated and form a single
Series:
Not Applicable
3. Specified Currency or Currencies: Euro (EUR)
4. Aggregate Nominal Amount:
(a) Series: EUR 1,000,000,000
(b) Tranche: EUR 1,000,000,000
5. Issue Price: 99.451 per cent.
of the Aggregate
Nominal Amount
6. (a) Specified Denomination: EUR 100,000
(b) Calculation Amount (in relation
to calculation of interest
in
global form see Conditions):
EUR 100,000
7. (a) Issue Date: 14 May 2018
(b) Interest Commencement Date: Issue Date
8. Maturity Date: 14 May 2025, subject to adjustment, for
the purposes of making payment only and
not for interest accrual purposes, in
accordance with the Following Business
Day Convention
9. Interest Basis: 1.375 per cent. Fixed Rate
(see paragraph 14 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

Date approval for issuance of Not Applicable $(c)$ Notes obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions Applicable
(a) Rate(s) of Interest: 1.375 per cent. per annum payable in
arrear on each Interest Payment Date
(b) Interest Payment Date(s): 14 May in each year, commencing on 14
May 2019, up to 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(s) for
Notes in definitive form (and in
relation to Notes in global form
see Conditions):
EUR 1,375 per annum per Calculation
Amount
(d) Broken Amount(s) for Notes in
definitive form (and in relation to
Notes in global form
see
Conditions):
Not Applicable
(e) Day Count Fraction: Actual/Actual (ICMA)
(f) Determination Date(s): 14 May in each year
15. Fixed Reset Provisions: Not Applicable
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 Amount: EUR 999,900,000
19. Issuer Call Not Applicable
  1. Investor Put Not Applicable

  2. Form of Notes:

$22.$

Bearer Notes:

Conditions

Early Redemption Amount payable on EUR 100,000 per Calculation Amount

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

Applicable in accordance with the

    1. New Global Note (NGN): Applicable
    1. Additional Financial Centre(s): Not Applicable
    1. Talons for future Coupons to be attached No to Definitive Bearer Notes:
    1. Condition 16 applies: Yes
    1. Eligible Liabilities Event:
  • Additional Events of Default (Senior Not Applicable 29. Preferred Notes):
    1. Not Applicable RMB Currency Event:
    1. Spot Rate (if different from that set out Not Applicable in Condition $5(h)$ :
  • Party responsible for calculating the Not Applicable 32. Spot Rate:
    1. Relevant Currency (if different from that Not Applicable in Condition $5(h)$ :
    1. RMB Settlement Centre(s) Not Applicable

ES-0030-EL

redemption for taxation reasons, on an event of default, upon the occurrence of

EUR 100,000 per Calculation Amount

21.

Final Redemption Amount:

of an Eligible Liabilities Event:

a Capital Event or upon the occurrence

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Signed on behalf of the Issuer:

QW $By:$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$

Duly authorised

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING 1.

  • Listing and Admission to Application has been made by the Issuer (or $(a)$ on its behalf) for the Notes to be admitted to trading: trading on the London Stock Exchange's regulated market and to the Official List of the UK Listing Authority with effect from 14 May 2018.
  • GBP 4,070 Estimate of total expenses $(b)$ related admission to to trading:

$\overline{2}$ . RATINGS

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.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $3.$ ISSUE

Save for any fees payable to Banco Bilbao Vizcaya Argentaria, S.A., Bankinter, S.A., Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Société Générale and UniCredit Bank AG (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

$\overline{4}$ . REASONS FOR THE OFFER

The net proceeds of the issue of the Notes are for green purposes (as described in the Offering Circular (in particular, in the supplement dated 25 April 2018)) and therefore the Notes shall be considered as Green Notes as this term is defined in the Offering Circular.

5. YIELD

Indication of yield:

1.458 per cent. per annum

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

  • XS1820037270 $(a)$ ISIN: 182003727 $(b)$ Common Code:
  • Not Applicable CUSIP: $(c)$
  • Any clearing system(s) other Not Applicable $(d)$ than Euroclear Bank SA/NV, Clearstream Banking, S.A. and the Depository Trust Company and the relevant identification number(s):
  • Delivery against payment $(e)$ Delivery:
  • Names and addresses of Not Applicable $(f)$ additional Paying Agent(s) (if any):

7. PROHIBITION OF SALES TO EEA RETAIL INVESTORS

Applicable Prohibition of sales to EEA Retail Investors:

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