SEC no-action letter: Banco Bilbao Vizcaya Argentaria, S.A. exemption from Regulation M

UNITED STATES
SECURITIES AND EXCHANGE COMMlSSlON
WASHINGTON, D.C. 20549
',DIVISION OF
RKET REGU.LATION
June 25,2007
John K. Knight, Esq.
Davis Polk & Wardwell
99 Gresham Street
London EC2V 7NG
Re: Banco Bilbao Vizcaya Argentaria, S.A.
File No. TP 07-69
Dear Mr. Knight:
In your letter dated June 25,2007, as supplemented by conversations with the staff, you request on behalf of Banco Bilbao Vizcaya Argentaria, S.A., a bank organized under the laws of _th&ngdod of Spain C'BBVA"), an exemption fiom Rules 101 and 102 of Regulation M under -- -. - the Securities Exchange Act uf1934 ("Exchange Act"), in connectton with BBVA'S acquisition of Compass Bancshares, Inc., a Delaware corporation ("~om~ass").' You seek an exemption to permit certain BBVA affiliates, each operating as a separate division of BBVA, to conduct specified transactions outside the United States in the ordinary I shares of BBVA during the distribution of BBVA7s shares to the shareholders of Compass. Specifically, you request that: (i) Corporaci6n General Financiers S.A., a corporation organized under the laws of Spain ("Market-Making Subsidiary"), be permitted to continue to engage in market-making activities on the Automated Quotation System of the Spanish stock exchanges; (ii) the treasury department of BBVA (the "Trading Unit7'), and other affiliates of BBVA outside of Spain and the United States cbnducting similar activities ("International Trading Units"), BBVA and Altura Markets AV, S.A., a corporation organized under the laws of Spain ("Brokerage Units"), and other affiliates of BBVA outside of Spain and the United States conducting similar activities ("International Brokerage units"),-be permitted to continue to engage in derivatives hedging activities as described in your letter; (iii) BBVA Gestibn, Sociedad Anhima SGIIC, BBVA Patrimonios Gestora SGIIC, S.A. and BBVA Pensiones, S.A., Entidad Gestora de Fondos de Pensiones, each of which is a corporation organized under the laws of Spain ("Asset Managers"), and other affiliates of BBVA outside the United States and Spain conducting similar activities (collectively, "International Asset Managers"), be permitted to 1 As described in your letter, the Global Companies may be deemed to be "affiliated purchasers" of BBVA, thus subject to Rule 102 of Regulation M. As also described in your letter, although none of the Global Companies currently expects to do so, if any of the Global companies participates in the proxy solicitation effort relating to the Acquisition, such company would likely be deemed to be a "distribution participant" pursuant to Rule 101 of Regulation M. -PL