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.