SecProbe.io

October 1, 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.
Amendment No. 1 to the Form F-4 filed September 20, 2024
File No. 333-281111
Dear Javier Alvarez-Cienfuegos:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our August 21, 2024 letter.
Amendment No. 1 to Form F-4 filed September 20, 2024
General
1.We note your response to prior comments 17 and 18 in our letter dated August 21, 2024.
As noted in our prior comments, whether BBVA will or may waive or reduce the
minimum acceptance condition in the context of this exchange offer will fundamentally
impact the disclosure throughout the Form F-4. Therefore, we will defer our review of the
amended Form F-4 and comment responses until BBVA provides a response to prior
comments 17 and 18 and makes corresponding changes to the Form F-4. We note that
BBVA may have made a determination on this point. In response to a question in a
September 25, 2024 interview regarding whether BBVA will waive or reduce the 50.01%
minimum acceptance condition in the exchange offer, Onur Geng responded: “So if 50%
is not met, we drop the deal. Very simple here.” See BBVA’s Form 425 filed on
September 26, 2024.

October 1, 2024
Page 2
Risk Factors
BBVA may fail to fully realize the expected benefits and synergies of completing the exchange
offer, page 38
2.We note your response to prior comments 3 and 4, which addressed the possible impact
on BBVA's ability to capture many of the synergies if you are unable to complete the
squeeze-out merger.  Please clarify whether any significant delay in merging the main
banking entities of BBVA and Banco Sabadell, would materially impact the capital
requirements of both entities and therefore impact the profitability of either bank. If so,
address whether any enhanced capital obligations for operating separate entities could
materially impact your ability to achieve the synergies discussed in the F-4.
Unaudited Pro Forma Condensed Financial Information, page 45
3.We note your tabular unaudited pro forma information depicts the exchange offer
assuming the acquisition by BBVA of 100% of Banco Sabadell share capital, as well as
your footnote disclosure on page 55 quantifying the impacts if the exchange offer were
accepted by holders of Banco Sabadell shares representing 50.01% of its share capital.
Please address the following:
•Given the range of possible outcomes, revise to disclose the pro forma information
assuming the minimum acceptance (i.e., 50.01%) with equal prominence to the
maximum acceptance (i.e., 100%). For example, consider presenting separate
columns depicting pro forma information using both minimum and maximum
thresholds.
•To the extent it is possible that the merger will be completed based on an acceptance
rate below the current minimum threshold, include accompanying disclosure to
explain the possible impacts and range of outcomes to the pro forma information if
this were to occur. If the minimum number of acceptances would result in application
of different accounting treatment (e.g. equity method), revise to present full pro forma
financial information assuming each accounting method.

Squeeze-out and Merger, page 119
4.We note your reference to initial opposition expressed by the Minister for
Economy, Trade and Business. Please clarify if the Minister has subsequently made
statements indicating that his initial response had changed since the submission of your
regulatory approvals and the receipt of approvals from other regulatory authorities. If you
do not have a basis to believe that the Minister's opposition has changed, please clarify the
extent to which an ongoing failure to approve the transaction might negatively
impact your ability to manage the combined business after the completion of the offer.
Please update the disclosure throughout based on the response. Investors should be able to
understand the risks to an investment in the combined BBVA, in the event that you are
not able to complete the merger of the two franchises.
            Please contact Shane Callaghan at 202-551-6799,  Todd Schiffman at 202-551-3491 or
Christian Windsor at 202-551-3419 with any questions.

October 1, 2024
Page 3
Sincerely,
Division of Corporation Finance
Office of Finance