SecProbe.io

August 21, 2024
Javier Alvarez-Cienfuegos
Corporate Counsel
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
Calle Azul, 4
28050 Madrid
Spain
Re:BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
Form F-4 filed July 31, 2024
File No. 333-281111
Dear Javier Alvarez-Cienfuegos:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form F-4 filed July 31, 2024
Cautionary Statement Regarding Forward-Looking Statements, page 15
1.We note the reference to the Private Securities Litigation Reform Act of 1995 in the first
paragraph on page 15. Please note that the safe harbor provisions for forward-looking
statements contained in the federal securities laws do not apply to statements made in
connection with a tender offer. See Section 27A(b)(2)(C) of the Securities Act of 1933
and Section 21E(b)(2)(C) of the Securities Exchange Act of 1934. Please revise
accordingly.
The completion of the exchange offer is not conditional on the obtainment of certain antitrust and
regulatory approvals, page 29
Revise this section to address in appropriate detail, the risks to shareholders of Banco
Sabadell of owning shares of BBVA in the event that the merger of the subsidiary
institutions are not completed due to the lack of regulatory approval. To the extent that a 2.

August 21, 2024
Page 2
regulatory body that must provide approval in order to complete the merger of material
business units, or the holding company acquisition, has indicated that it does not intend to
support the transaction, discuss those indications and the risks that failure to obtain that
approval might have on your ability to realize your expected synergies.
BBVA may fail to fully realize the expected benefits and synergies of completing the exchange
offer., page 35
3.This risk factor appears to discuss several related risks, including the risks associated with
realizing the synergies of the merger due to operational risks, risks related to the ability to
complete the acquisition of the holding company, and risks due to the inability to
complete the merger of the banking subsidiaries. Revise this section to address each of
these risks separately, under appropriately descriptive headings.
4.Reference is made to the last sentence of the first full paragraph on page 36.  Please
disclose the basis of BBVA's belief  "that it will be able to capture the majority of the cost
synergies if the intended merger is not consummated for any reason compared to a
scenario where the intended merger is consummated..."  In addition, clarify how this
paragraph is consistent with the last sentence of the carryover paragraph at the top of page
35.
BBVA's Interest in Banco Sabadell, page 52
5.We note the disclosure on page 52 that during the past 12 months “neither BBVA...nor
any of the companies within its group...have carried out or agreed to carry out on its own
account transactions involving shares of Banco Sabadell or securities giving the right to
subscribe or acquire shares of Banco Sabadell.” In your response letter, please explain
how this statement is consistent with the scope of the ordinary course trading activities
covered in your exemptive request letter, granted on May 29, 2024.
6.We note the description of the guidelines that the CNMV has given BBVA regarding
undertaking certain transactions with clients in the ordinary course of business and that
such guidelines are “generally in line with certain exemptive relief granted to BBVA by
the SEC on May 29, 2024.” Please revise to separately describe the exemptive relief
granted by the SEC on May 29, 2024 in greater detail, including a brief description of
Rule 14e-5 of the Exchange Act and the scope of the trading activities covered by the
exemptive relief. Please also revise related disclosure found on page 115.
7.See comment 6 above. We note that the exemptive relief granted by the SEC on May 29,
2024 was conditioned upon the offer document “prominently [disclosing] the intention of
the Prospective Purchasers to conduct the Trading Activities” (see page 10 of the
incoming exemptive relief letter). If BBVA continues to rely on this exemptive relief,
please revise to prominently disclosure BBVA’s intention to conduct such trading
activities, or otherwise advise.
Conditions to Completion of the Exchange Offer, page 91
It is unclear what is meant by the following language in the first sentence of this section:
“the exchange offer is subject to the fulfillment of the following conditions for the
effectiveness of the exchange offer…” Please revise to state which offer conditions will
prevent the consummation of this exchange offer. In addition, clarify that all offer 8.

August 21, 2024
Page 3
conditions, other than regulatory approvals necessary for the consummation of the offer,
must be satisfied or waived as of the expiration of the offer.
9.We note that the third offer condition listed on page 91 indicates that the exchange offer is
conditioned on approval by the Spanish antitrust authorities. However, disclosure under
the heading ‘Antitrust Authorizations’ on page 92 suggests that BBVA may waive this
condition if Spanish antitrust authorities “have not given their express or tacit
authorization to the exchange offer.” Please revise your disclosure to explain BBVA’s
plans if Spanish antitrust authorities decide to (i) object to the economic concentration
resulting from the exchange offer or (ii) condition their approval on the disposal of a
material portion of Banco Sabadell’s assets, following the expiration of the exchange
offer.
10.See our last comment above. For the fourth offer condition listed on page 91, please
provide the same expanded disclosure for the antitrust approvals required from the British
antitrust authorities with respect to the acquisition of Banco Sabadell’s UK banking
subsidiary.
11.See comment 9 above. We note that most of the antitrust and regulatory approvals and
authorizations required in connection with the exchange offer, described from page 92 to
page 94, are not conditions to the exchange offer. Additionally, a lack of such approvals
could lead to the adverse consequences disclosed in the fourth paragraph on page 32.
Please revise your disclosure to explain BBVA’s plans if such approvals and
authorizations are not received or are conditioned on the disposal of a material portion of
Banco Sabadell’s assets.
12.We note disclosure on page 114 under the subheading ‘Planned Corporate Restructuring
Transactions of Any Kind’ to the effect that if the conditions to this exchange offer are
satisfied, BBVA intends to pursue a merger of absorption with Banco Sabadell regardless
of the percentage of Banco Sabadell shares acquired through the exchange offer. Such
disclosure indicates that “there should not be any reason why the intended merger could
not be consummated following the acquisition of control of Banco Sabadell.” However,
you also state that this intended merger must be approved by the Spanish Ministry of
Economy, Trade, and Enterprise. Given that the Spanish Minister of Economy, Trade, and
Business, Carlos Cuerpo, has made public remarks suggesting that he does not approve of
BBVA merging with Banco Sabadell, please expand your disclosure to explain how you
determined that “the scenario of not being able to consummate the intended merger is
very remote.” Your expanded disclosure should specifically note the opposition that the
Minister has expressed regarding the merger, and why you believe it will not prevent
approval. Please also revise similar disclosure found on page 7 and page 25.
BBVA ADSs, page 98
13.Please expand the disclosure here to discuss any fees associated with depositing BBVA
shares received in the offer with the depositary for conversion into ADSs and how long
this process may take.
Squeeze-out and Merger, page 110
Refer to the third paragraph in this section on page 110 of the prospectus. It appears from
this disclosure that BBVA is not obligated to conduct a second-step merger and that the 14.

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Page 4
exchange ratio in any subsequent merger may not be the same as the current exchange
ratio. For example, you state that the exchange ratio in the second-step merger will be
“equivalent, as far as possible, to the consideration offered in the exchange offer, subject
to market conditions or any other relevant circumstances making it inadvisable to carry
out such merger process or on such terms.” In addition, the disclosure in the same
paragraph indicates that the exchange ratio in the second-step merger “must be validated
in due course by an independent expert appointed for such purpose by the relevant
commercial registry…” Revise here and wherever you discuss the second-step merger
throughout the prospectus to clarify that:

•BBVA is not obligated to consummate the merger or to consummate it on the same
terms as the exchange offer;
•BBVA may face impediments in consummating a second-step merger (see the
comment below); and
•the exchange ratio in a second-step merger may be different and must be validated by
an independent expert.

In addition, revise to identify the relevant “commercial registry” that will appoint such
expert and the process by which it will validate the exchange ratio used in the merger.

15.It appears from the first bullet point on page 110 that the second-step merger cannot occur
without the cooperation of Banco Sabadell, which must enter into a joint plan of merger
with BBVA. If the exchange offer is consummated at a level below the 90% needed to
effect a compulsory acquisition, explain what will occur if Banco Sabadell does not agree
to enter into a joint plan of merger with BBVA, or explain specifically why you believe
this is not likely to happen if you are able to consummate the exchange offer.
General
16.Please amend the cover page of your Form F-4 to check the box indicating that you are
relying on Exchange Act Rule 14d-1(d) (“Tier II”) in connection with the exchange offer.
17.Disclosure on page 110 of the prospectus under “Squeeze-out and Merger” raises the
possibility (confirmed in a call with your counsel) that BBVA may attempt to waive or
reduce the minimum acceptance condition in the offer. Consummating the exchange offer
at a participation level below the current 50.01% would appear to constitute a material
change requiring significant changes to the existing disclosure to explain the effects of
taking a minority stake in Banco Sabadell, including but not limited to, changes to the pro
forma financial statements included in the prospectus. In addition, and as discussed with
your counsel, the guidance provided in Section II.C.5 of Exchange Act Release No. 58597
(September 19, 2008) is not available where a bidder seeks to reduce to the minimum
tender condition below a majority. In your response letter, please explain your plans with
respect to reducing the minimum acceptance condition in the exchange offer.
See comment 17 above. If BBVA may waive or reduce the 50.01% minimum acceptance
condition, please revise your disclosure in the sections entitled ‘Certain Consequences of
the Exchange Offer’ starting on page 109 and ‘Plans for Banco Sabadell after the
Exchange Offer’ starting on page 112 to explain what this will mean for shareholders, 18.

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including but not limited to, BBVA’s ability and plans to otherwise acquire shares not
tendered in the exchange offer. If Banco Sabadell may continue to exist as a separate legal
entity after the exchange offer, explain the impact to non-tendering shareholders under
Spanish law.
19.On the cover page and throughout the prospectus, you state that if Banco Sabadell or
BBVA makes a distribution to its shareholders while the exchange offer is pending, the
exchange ratio may be adjusted accordingly. If you adjust the offer price, BBVA may be
required to extend the offer under Rule 14e-1(b) of the Exchange Act; however, your
disclosure indicates that Spanish law will not permit the acceptance period in the offer to
extend beyond 70 calendar days. Please advise, with a view towards enhanced disclosure,
what BBVA will do if Banco Sabadell makes a distribution during the last ten business
days of the offer period, which would require an extension beyond the 70 calendar day
limit imposed by Spanish law.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please Shane Callaghan at 202-551-6977 in the Office of Mergers and Acquisitions, Todd
Schiffman at 202-551-3491 or Christian Windsor at 202-551-3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance