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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

DIVISION OF
T RADING AND MA R KETS November 17, 2014
Michael J. Willisch
Davis Polk & Wardwell LLP
Paseo de la Castellana, 41
28046 Madrid
Spain
Re: Banco Bilbao Vizcaya Argentaria, S.A.
File No. TP 15-05
Dear Mr. Willisch:
In your letter dated November 17, 20 14, as supplemented by conversations with the staff, you request on behalf of Banco Bilbao Vizcaya Argentaria, S.A., a bank organized under the laws ofthe Kingdom of Spain ("BBV A"), an exemption from Rules 101 and 102 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act") in connection with a proposed offering by BBV A (the "Offering"). We have attached a copy of your letter. Each defined term in our response has the same meaning as defined, directly or by reference, in your attached letter, unless we note otherwise. You seek an exemption to permit BBV A and certain BBV A affiliates to conduct specified transactions outside the United States in BBVA Shares during the Offering. Specifically, you request that: (i) the Market-Making Subsidiary be permitted to continue to engage in market making activities as described in your letter; (ii) the Trading Unit, the International Trading Units, the Brokerage Units, and the International Brokerage Units be permitted to continue to engage in derivatives hedging activities as described in your letter; (iii) the Asset Managers and International Asset Managers be permitted to continue to engage in investment management activities as described in your letter; (iv) the Insurance Company be permitted to continue to engage in activities in connection with investment selections made by purchasers ofinsurance products as described in your letter; and (v) the Brokerage Units and the International Brokerage Units be permitted to continue to engage in unsolicited brokerage activities as described in your letter. You also seek an exemption to permit certain BBV A affiliates to conduct specified transactions in the United States in BBV A Shares and ADSs during the Offering. Specifically, you request that BBV A Securities, Inc. be permitted to continue to engage in unsolicited brokerage activities in the United States as described in your letter.