Securities Registration (section 12(b)) (8-a12b)
14 September 2022 - 07:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Banco Bilbao
Vizcaya Argentaria, S.A.
(Exact name of registrant as specified in its charter)
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Kingdom of Spain |
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None |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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Calle Azul, 4
Madrid Spain |
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28050 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered
pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered: |
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Name of each exchange on which
each class is to be registered: |
5.862% Senior Non-Preferred Fixed-to-Fixed Rate Notes due 2026 |
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New York Stock Exchange |
6.138% Senior Non-Preferred Fixed-to-Fixed Rate Notes due 2028 |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-266391
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. |
Description of Registrants Securities to be Registered |
The securities to be registered hereby are the $1,000,000,000 aggregate principal amount of 5.862% Senior Non-Preferred
Fixed-to-Fixed Rate Notes due 2026 (the 2026 Notes) and $750,000,000 aggregate principal amount of 6.138% Senior
Non-Preferred Fixed-to-Fixed Rate Notes due 2028 (the 2028 Notes and together with the 2026 Notes, the
Notes) of Banco Bilbao Vizcaya Argentaria, S.A. (the Registrant). The Registrant has filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) under the
Securities Act of 1933 the prospectus supplement dated September 6, 2022 (the Prospectus Supplement) to a prospectus dated July 29, 2022 (the Prospectus) filed with a registration statement on Form F-3 (Registration No. 333-266391) relating to the Notes to be registered hereunder.
For a description of the Notes to be registered hereunder, reference is made to the information contained in the sections captioned Certain Terms of the
Notes on pages S-31 through S-46 of the Prospectus Supplement, U.S. Federal Tax Considerations on page S-51 of
the Prospectus Supplement, Spanish Tax Considerations on pages S-47 through S-50 of the Prospectus Supplement and Annex A Direct Refund from
Spanish Tax Authorities Procedures on page S-A-1 of the Prospectus Supplement, which information is hereby incorporated by reference.
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Exhibit |
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Description of Exhibit |
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4.1 |
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Senior Non-Preferred Indenture dated as of June
25, 2019 among the Registrant, The Bank of New York Mellon, London Branch, as Trustee, Transfer Agent and Paying Agent and The Bank of New York Mellon as Security Registrar (incorporated herein by reference to Exhibit 4.7 to the Registrants registration
statement on Form F-3 filed with the Commission on July 29, 2022) |
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4.2 |
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First Supplemental Indenture for the 2026 Notes among the Registrant, The Bank of New York Mellon, London Branch, as Trustee, Paying Agent, Transfer
Agent and Calculation Agent and The Bank of New York Mellon as Security Registrar dated as of September 14, 2022 (incorporated herein by reference to Exhibit 4.8 to the Registrants report on Form
6-K filed with the Commission on September 14, 2022) |
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4.3 |
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Second Supplemental Indenture for the 2028 Notes among the Registrant, The Bank of New York Mellon, London Branch, as Trustee, Paying Agent, Transfer
Agent and Calculation Agent and The Bank of New York Mellon as Security Registrar dated as of September 14, 2022 (incorporated herein by reference to Exhibit 4.9 to the Registrants report on Form
6-K filed with the Commission on September 14, 2022) |
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4.5 |
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Forms of Security Certificates representing the Notes (incorporated herein by reference to Exhibits 4.8 and 4.9
to the Registrants report on Form 6-K filed with the Commission on September 14, 2022, which include such Forms of Security Certificates) |
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99.1 |
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Prospectus dated July 29, 2022 and related Prospectus Supplement dated September
6, 2022 (incorporated herein to the extent provided above by reference to the Registrants filing under Rule 424(b)) |
SIGNATURES
Pursuant to the requirements of Section 12 the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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BANCO BILBAO VIZCAYA ARGENTARIA, S.A. |
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By: |
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/s/ Ignacio Echevarría Soriano |
Name: |
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Ignacio Echevarría Soriano |
Title: |
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Authorized Representative |
Date: September 14, 2022
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