SEC Division of Corporation Finance no-action letter: Banco Bilbao Vizcaya Argentaria, S.A. — SEC — US

May 29, 2024

Response of the Office of Mergers and Acquisitions Division of Corporation Finance

May 29, 2024

Via Email

Michael J. Willisch
Davis Polk & Wardwell LLP michael.willisch@davispolk.com

Re: Banco Bilbao Vizcaya Argentaria, S.A. Offer for Shares of Banco de Sabadell, S.A.

Dear Mr. Willisch**:**

We are responding to your letter dated May 29, 2024, addressed to Tiffany Posil, David Plattner, and Shane Callaghan. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Spanish counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts and representations presented in your letter, the Division of Corporation Finance (the “Division”), acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5, under the circumstances described in your letter.

The exemptive relief provided is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.

Sincerely,

/s/ Tiffany Posil

Tiffany Posil
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Last Reviewed or Updated: June 24, 2024

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Davis Polk
May 29, 2024
Michael J. Willisch
+34 91 768 9610 michael.willisch@davispolk.com Davis Polk & Wardwell LLP Paseo de la Castellana, 41 28046 Madrid davispolk.com Re: Banco Bilbao Vizcaya Argentaria, S.A. Offer for Shares of Banco de Sabadell, S.A. Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 U.S.A. Attn: Ms. Tiffany Posil, Chief, Office of Mergers and Acquisitions Mr. David Plattner, Special Counsel, Office of Mergers and Acquisitions Mr. Shane Callaghan, Special Counsel, Office of Mergers and Acquisitions Dear Ms. Posil and Messrs. Plattner and Callaghan:
We are writing as counsel to Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), a bank organized under the laws of the Kingdom of Spain ("Spain"). On May 9, 2024, BBVA announced (the "Announcement") its intention to make an exchange otter to all shareholders of Banco de Sabadell, S.A., a bank organized under the laws of Spain ("Banco Sabadell"), to acquire all the issued and outstanding registered shares of Banco Sabadell, with a nominal value of €0.125 per share ( each such share, a "Banco Sabadell share"), in exchange tor ordinary shares, with a par value €0.49 per share, of BBVA (each such share, a "BBVA share") (the "Offer"). Pursuant to the Offer, BBVA has ottered to exchange one BBVA share for each 4.83 Banco Sabadell shares. Banco Sabadell shares are listed on the Spanish Stock Exchanges in Madrid, Bilbao, Barcelona and Valencia ("SSE"). As discussed in further detail in this letter (the "Letter"), the Offer will need to be authorized by the Spanish National Securities Market Commission ( Comisi6n Nacional def Mercado de Va/ores) ("CNMV"), and the CNMV will not authorize the Offer until the European Central Bank ("ECB") grants, expressly or tacitly, its no-opposition to BBVA's potential acquisition of control over Banco Sabadell pursuant to the Offer. The satisfaction of these requirements is expected to take approximately five to six months. If commenced, the Offer is expected to involve two separate offers made in compliance with Spanish and U.S. law, respectively. BBVA currently expects that the Tier II exemptive relief (the "Tier II Relief") provided under Rule 14d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will be available for the Offer. The Offer would be made in Spain and the United States pursuant to a Spanish prospectus (folleto explicativo) to be submitted to the CNMV, and an offer to exchange/prospectus to be included in a registration statement on Form F-4 to be filed with the SEC (collectively, the "Offer Document"). The registration statement on Form F-4 would register the BBVA shares to be ottered and sold to U.S. holders of Banco Sabadell shares pursuant to the Offer. On behalf of BBVA, we hereby respectfully request that the staff (the "Staff') of the Securities and Exchange Commission (the "Commission") grant exemptive relief from Rule 14e-5 under the Exchange Act to permit BBVA, BBVA's subsidiaries and their respective Affiliates and Departments (as defined below) (collectively, the "Prospective Purchasers"), to conduct certain trading activities in the Banco Sabadell #22230598v22

J&A Garrigues, S.L.P. Reg. Merc. Madrid: Tomo 17.456, Folio 186, Sección 8ª, Hoja M-190538. Domicilio social: Hermosilla, 3 - 28001 Madrid. NIF: B81709081

29 May 2024
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
U.S.A.
Attn: Ms. Tiffany Posil, Chief, Office of Mergers and Acquisitions Mr. David Plattner, Special Counsel, Office of Mergers and Acquisitions Mr. Shane Callaghan, Special Counsel, Office of Mergers and Acquisitions Dear Ms. Posil and Messrs. Plattner and Callaghan:
Refence is made to the exchange offer by Banco Bilbao Vizcaya Argentaria, S.A.
(“BBVA”) to all shareholders of Banco de Sabadell, S.A. (“Banco Sabadell”), to acquire all the issued and outstanding registered shares of Banco Sabadell, announced on 9 May 2024 (the “Offer”). J&A Garrigues, S.L.P. is acting as Spanish counsel to BBVA in connection with the Offer. In such capacity, we have reviewed the letter, dated 29 May 2024, prepared by Davis Polk & Wardwell LLP on behalf of BBVA requesting certain exemptive relief in connection with the Offer as described therein (the “Letter”). We hereby confirm that we believe that the descriptions of Spanish law, regulation and practice in the Letter are fair, complete and accurate as such relate to the Offer. The foregoing confirmation is limited to matters involving the laws of the Kingdom of Spain in force as of today and is not to be read as extending by implication to any other matters not referred to therein. This letter is issued on the basis that it will be governed by, and construed in accordance with, Spanish law, and that all matters between the addressee of this letter and us (in particular, those regarding interpretation) will be brought before the Spanish courts. This letter is provided solely for the benefit of the addressee in connection with the transaction contemplated in the Letter and may not be used or relied upon by any other person for any other purpose. Yours sincerely, J&A Garrigues, S.L.P.