SEC Division of Trading and Markets no-action letter: Banco Bilbao Vizcaya Argentaria, S.A.

September 4, 2025
Michael J. Willisch
Davis Polk & Wardwell LLP
Paseo de la Castellana, 41
28046 Madrid
Re: Banco Bilbao Vizcaya Argentaria, S.A.
Dear Mr. Willisch:
In your letter dated September 4, 2025 (“Request Letter”), as supplemented by conversations with the staff of the Division of Trading and Markets (“Division”), you request on behalf of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), a bank organized under the laws of the Kingdom of Spain, exemptive relief from Rules 101 and 102 of Regulation M under the Securities Exchange Act of 1934 (“Exchange Act”), in connection with BBVA’s proposed exchange offer to all shareholders of Banco de Sabadell, S.A. (“Banco Sabadell”), a bank organized under the laws of Spain. As described in the Request Letter, you seek an exemption to permit BBVA and certain of its affiliates (“Global Companies”) to continue to engage in specified activities conducted in the ordinary course of business consistent with past practice and in accordance with applicable Spanish and European Union laws (“Market Activities”), in the ordinary shares of BBVA (“BBVA Shares”) and the American Depository Shares representing BBVA Shares (“ADSs”), during the Regulation M “restricted period” for the proposed exchange offer to acquire all of the issued and outstanding registered shares of Banco Sabadell in exchange for BBVA Shares (“Offer”). In the Request Letter, you state that exemptive relief from Rules 101 and 102 of Regulation M was granted, on five previous occasions, to BBVA in connection with certain ordinary course activities conducted during a Regulation M restricted period.1 We have attached a copy of your Request Letter to avoid reciting the facts set forth therein. Unless otherwise noted, each defined term in our response has the same meaning as defined in your Request Letter. Copies of these exemptive letters are available on the Commission’s website at:
https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-trading￾markets-no-action. The exemptive letters granting Regulation M relief to BBVA are among over fifty other exemptive letters from the Division to permit other financial institutions organized under the laws of the United Kingdom or a country of the European Union, among others, to continue to engage in specified “ordinary course” activities during an applicable Regulation M restricted period.

Response:
Based on the facts and representations that you have made in the Request Letter, but without necessarily concurring in your analysis, the Commission finds that it is necessary or appropriate in the public interest, and is consistent with the protection of investors, to grant, and hereby grants, a conditional exemption from Rules 101 and 102 of Regulation M to permit BBVA and the Global Companies to continue to engage in the Market Activities during the Offer’s restricted period, if the conditions below are met. The relief granted herein extends to any financial institution that is a foreign private issuer as defined in Rule 3b-4(c) under the Exchange Act and is organized in a country that is a member of the Organisation for Economic Co-operation and Development (“OECD”) (each, an “Issuer”), and to the Issuer’s affiliated purchasers that are organized in a country that is an OECD member, to continue to engage in specified activities2 conducted in the ordinary course of business consistent with past practice and in accordance with applicable local governing laws (“Ordinary Course Activities”), in the Issuer’s ordinary shares (“Issuer Shares”) and the American Depository Shares representing Issuer Shares (“ADSs”), during the Regulation M restricted period for a distribution occurring only partly in the United States, if the following conditions are met:

1. The principal trading market for Issuer Shares is outside the United States, and the
   Issuer Shares have an ADTV value of at least $1 million and a public float value of at least $150 million;3

2. None of the transactions for which relief is being granted shall occur in the United
   States, except for a minimal amount of Ordinary Course Activities in Issuer Shares or ADSs, consistent with their historically low trading volume;

3. All Ordinary Course Activities for which relief is being granted shall be effected
   in the ordinary course of business consistent with past practice, not for the purpose of facilitating the distribution, and do not include any repurchases or redemptions of Issuer Shares or ADSs, by or on behalf of the Issuer, during the Regulation M restricted period;

4. The prospectus or offer documents distributed to United States investors in
   connection with the distribution will disclose the possibility of, or the intention to engage in, the Ordinary Course Activities;

5. The Issuer maintains and enforces policies and procedures reasonably designed to
   prevent, through information barriers, price-sensitive information from passing between any area of the Issuer in which any Ordinary Course Activities are conducted and any other area of the Issuer in which price-sensitive information relating to Issuer Shares, including information related to the distribution, would be available; and These activities are limited to those included in any of the exemptive letters referenced in note 1. The terms “ADTV” and “public float value” are defined in Rule 100(b) of Regulation M. See 17 CFR 242.100(b).

6. The Issuer shall keep, for a period of two years following the completion of the
   distribution, records of the Ordinary Course Activities effected in the United States under this relief, during the Regulation M restricted period, by the Issuer and any of its affiliated purchasers (“Records”). Such Records shall include:
   a. the date and time of execution, the broker (if any), and the amount and price of the transaction; b. the market or other manner in which the transaction is effected, and
   c. whether the transaction was made for a customer account or a principal or
   proprietary account (but such Records will not include any client-specific data, the disclosure of which is restricted under applicable law). The foregoing exemption is subject to modification or revocation at any time the Commission determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act. In addition, persons relying on this exemption are directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 9(a) and 10(b), and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the various transactions, including the persons relying on the exemption. We express no view with respect to any other question that the Request Letter, or any activities undertaken pursuant to this exemption, may raise, including, but not limited to, the applicability of other federal or state securities laws or rules, or other laws and rules, to the proposed activities. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority,4 Josephine J. Tao Assistant Director

17 CFR 200.30-3(a)(6).