SecProbe.io

August 25, 2025
Javier Alvarez-Cienfuegos
Corporate Counsel
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
Calle Azul, 4
28050 Madrid
Spain
Re:BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
DRS submitted August 12, 2025
File No. 377-08317
Dear Javier Alvarez-Cienfuegos:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and publicly filing
your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
DRS submitted August 12, 2025
Regulatory Statement, page 1
1.We note the summary of the requested relief from Rule 14d-4(d)(2) that has been
added to this section. Please revise the description of such requested relief to
prominently caution holders of Banco Sabadell shares to not tender their Banco
Sabadell shares into the exchange offer if their willingness to tender their Banco
Sabadell shares would be affected by a waiver by BBVA of the Minimum Acceptance
Condition.
2.We note the summary of the requested no-action relief with respect to Rule 14d-7 that
has been added to this section. Please revise the description of such requested relief to
clarify that it also covers “back-end” withdrawal rights under Section 14(d)(5) of the
Exchange Act.

August 25, 2025
Page 2
If the exchange offer is completed, BBVA will be Banco Sabadell's majority shareholder and
its interests may differ from the interests . . ., page 52
3.Please revise this risk factor to clarify that BBVA will only be Banco Sabadell’s
majority shareholder following completion of the exchange offer if BBVA does not
waive the Minimum Acceptance Condition.
BBVA'S Reasons For The Proposed Exchange Offer, page 115
4.We note that BBVA's board approved the exchange offer on May 8, 2024 and that
they considered a variety of factors, including, among others, the material factors in
this section.  However, we note that one of the material factors, the Council of
Ministers' Authorization with the Autonomy Condition, occurred subsequent to the
Board approval. Please advise, with a view toward disclosure, whether the Board
reconfirmed or otherwise reconsidered its recommendation and approval of the tender
offer after receiving the Council of Ministers' Autonomy Condition or any other
subsequent matters.  Please also revise the Summary section on page 30.
Estimated Synergies, page 117
5.Revise this section to clarify whether any significant portion of the estimated €175
operational cost savings may be realized during periods during which BBVA does not
have control over Banco Sabadell. Please also discuss any material portions of the
estimated cost savings that management believes may depend on other material
assumptions in order to be realized.
Conditions to Completion of the Exchange Offer, page 125
6.We note the disclosure on page 126 to the effect that BBVA may waive the Minimum
Acceptance Condition based on future facts and circumstances, although BBVA does
not currently intend to exercise that right. Please revise to specify the factors that
BBVA will consider in evaluating whether to waive the Minimum Acceptance
Condition. Please also revise the related disclosure on pages 10 and 32 accordingly.
Mandatory Tender Offer, page 128
7.We note the disclosure on page 128 that “a Mandatory Tender Offer would need to be
made at an ‘equitable price’ in cash that may not be lower than the highest price that
BBVA, or persons acting in concert therewith, has paid or agreed to pay for Banco
Sabadell shares during the 12 months prior to the announcement of such Mandatory
Tender Offer.” Please revise this description of a Mandatory Tender Offer to include
BBVA’s expected source of funds and clarify whether BBVA expects the ‘equitable
price’ offered in a potential Mandatory Tender Offer to deviate from the value of the
exchange offer consideration. Please also revise the related disclosure on pages 10 and
41 accordingly.
We note the disclosure on page 128 to the effect that following the Mandatory Tender
Offer, Spanish law permits BBVA to purchase an unlimited amount of Banco
Sabadell shares in the open market or otherwise without any obligation to make a
further tender offer. Please revise to clarify whether BBVA intends to purchase
additional Banco Sabadell shares in the open market or otherwise if BBVA does not 8.

August 25, 2025
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obtain control of Banco Sabadell following a Mandatory Tender Offer. Please also
revise the related disclosure on pages 11 and 42 accordingly.
Acquisition of Control of Banco Sabadell, page 129
9.We note the disclosure on page 129 that “if the Minimum Acceptance Condition is
waived and the exchange offer is completed, whether BBVA controls Banco Sabadell
following completion of the exchange offer will depend on the number of Banco
Sabadell shares tendered and not withdrawn in the exchange offer and other facts and
circumstances existing at such time.” Please revise to specify the “other facts and
circumstances” that BBVA believes will impact its ability to control Banco Sabadell
following a waiver of the Minimum Acceptance Condition and completion of the
exchange offer. Please also revise the related disclosure on pages 11, 42, and 70.
10.See our last comment above. We note the disclosure on page 130 that “BBVA
believes it might be possible that with at least 30% of Banco Sabadell’s voting rights
BBVA will have control of Banco Sabadell” based on Banco Sabadell’s current
shareholder base and a historical analysis of Banco Sabadell’s general shareholder
meetings. Please revise to specify the Banco Sabadell decisions and/or corporate
actions that BBVA would “control” with at least 30% of Banco Sabadell’s voting
rights and to highlight any differences from a majority ownership scenario (i.e.,
satisfaction of the Minimum Acceptance Condition). Additionally, please revise to
include cautionary language regarding the possibility for changes in Banco Sabadell’s
shareholder base and participation at Banco Sabadell shareholder meetings following
the exchange offer, if completed. Please also revise the related disclosure on page 11
accordingly.
Spanish Antitrust Authorization, page 131
11.Reference is made to the final sentence of this section where you state,  "BBVA
expects the Administrative Appeal to be resolved in a period of between 18 months
and two years."  Throughout the prospectus where you reference the Administrative
Appeal, please disclose that you expect it to be resolved between 18 months and two
years.
Plans Regarding the Use or Disposal of Assets of Banco Sabadell and Expected Variations in
its Net Financial Debt, page 162
12.We note the disclosure on page 163 that “BBVA has not made any decision regarding
any possible actions in relation to the TSB Sale or regarding the exercise of other
actions or alternatives that may be available to BBVA in connection with the TSB
Sale, which will be analyzed in due course.” Please revise to specify any “actions or
alternatives” that are being contemplated by BBVA in connection with the TSB Sale
and the factors that BBVA will consider in evaluating whether to pursue any such
“actions or alternatives.” Please also revise the related disclosure on page 165.
General
We note the following defined terms that are used throughout the offer to
exchange/prospectus: Council of Ministers’ Authorization (page 3), No-merger Period
(page 3), Autonomy Condition (page 3), and CNMC Commitments (page 10). Please 13.

August 25, 2025
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explain the meaning of each of these defined terms the first time they are used, or
direct shareholders to where such explanation is provided.
            Please contact Shane Callaghan at 202-551-6799, Todd Schiffman at 202-551-3491 or
Christian Windsor at 202-551-3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance