Commentary & Deal Flow

Book update: Books £1bn+ (incl. £50m JLM)

IPTs: 6NC5: Mid UKT+115a

• Issuer: Banco Bilbao Vizcaya Argentaria, S.A. (“BBVASM”)
• LEI: K8MS7FD7N5Z2WQ51AZ71
• Status: Senior Non-Preferred Notes, unsecured
• Format: Reg S, Bearer form, NGN, TEFRA D Rules apply, no communications with or into the US
• Issuer Ratings: A2/A+/A (Moody's/S&P/Fitch)
• Expected Issue Ratings: Baa1/A-/A- (Moody's/S&P/Fitch)
• Currency / Size: £ Benchmark
• Tenor: 6NC5 Fixed-to-Fixed
• Trade Date: 23-Sep-26
• Settlement Date: 30-Sep-26 (T+5)
• Maturity Date: 30-Sep-32 (6-years)
• Optional Redemption Date: 30-Sep-31 (5-years)
• Benchmark Reference: UKT 0.25% Jul-31
• Coupon: [●]% Fixed per annum, payable semi-annually in arrear on [●] March and [●] September of each year starting [●] Mar-27, Act/Act (ICMA), Following Unadjusted, until the Optional Redemption Date. If not redeemed on the Optional Redemption Date, interest on the Notes will reset to a rate per annum equal to the aggregate of the Reset Reference Rate + the Reset Margin, payable semi-annually in arrear on [●] Mar-32 and [●] Sep-32, Act/Act (ICMA), Following Unadjusted
• Denomination: £100,000 + £100,000
• Listing: Euronext Dublin’s Regulated Market
• Use of Proceeds: The net proceeds of the issue of the Notes will be used for the Group’s general corporate purposes
• Governing Law: Spanish law.
• Docs: BBVA’s €40bn Global Medium Term Note Programme dated 17-Jul-26 (the “Base Prospectus”)
• Waiver of Set-off: No holder of any Notes may at any time exercise or claim any Waived Set-Off Rights against any right, claim or liability of the Issuer and each holder of any Notes shall be deemed to have waived all Waived Set-Off Rights to the fullest extent permitted by applicable law in relation to all such actual and potential rights, claims and liabilities.
• Events of Default: None, except if an order is made by any competent court commencing insolvency proceedings (procedimiento concursal) against the Issuer or an order is made or a resolution is passed for the liquidation or winding up of the Issuer.
• Optional Redemption (Issuer Call): One-time call option on the Optional Redemption Date, at par, in whole and not in part, at the Issuer’s discretion, in accordance with Applicable Banking Regulations then in force and subject to the prior permission of the Regulator if required pursuant to such regulations, together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. Condition 6(c) of the Terms and Conditions of the Notes applies.
• Redemption for Tax Reasons: The Issuer may, subject to such redemption being in compliance with Applicable Banking Regulations then in force, and subject to prior consent of the Regulator if required pursuant to such regulations, redeem all or some only of the outstanding Notes, at any time, at the Early Redemption Amount on giving notice not less than 5 nor more than 30 days' prior notice to the Principal Paying Agent and the Noteholders, if as a result of any change in, or amendment to, the laws or regulations of Spain or any change in the application or binding official interpretation of such laws or regulations:
  • On the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts,
  • The Issuer would not be entitled to claim a deduction in computing taxation liabilities in Spain in respect of any payment of interest to be made on the Notes on the occasion of the next payment due under the Notes or the value of such deduction to the Issuer would be reduced; or
  • The applicable tax treatment of the Notes would be materially affected.
    Condition 6(b) applies.
• Redemption for Eligible Liabilities Event: If, on or after the Issue Date, an Eligible Liabilities Event occurs, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at the Early Redemption Amount subject to such redemption being in compliance with the Applicable Banking Regulations then in force, and subject to the prior consent of the Regulator if required pursuant to such regulations, at any time, on giving not less than 5 nor more than 30 days' notice to the Principal Paying Agent and the Noteholders. Condition 6(d) applies.
• Substitution & Variation: Subject to the requirements in Condition 15(b), if an Eligible Liabilities Event or a Tax Event occurs and is continuing, the Issuer may substitute or modify the terms of the Notes, provided that any variation in the terms of the Notes resulting from such substitution or modification is not materially prejudicial to the interests of the Noteholders, so that the Notes are substituted for or once again become or remain Qualifying Notes.
• Joint Bookrunners: BBVA (B&D), NatWest, Nomura
• Timing: Books open / Today’s business
• Fees: The Joint Bookrunners will be paid a fee in connection to the transaction.
• Target Market: Manufacturer target market (MIFID II/MIFIR UK product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) or UK CCI regime key disclosure document has been prepared as not available to retail in EEA or the UK. The Notes are incompatible with the knowledge, experience, needs, characteristics, and objectives of clients which are retail clients.
• Advertisement: This communication is an advertisement. Issuer’s €40bn GMTN programme Base Prospectus dated 17-Jul-26 (the “Base Prospectus”) https://shareholdersandinvestors.bbva.com/debt-investors/programas/global-medium-term-note/ and the Final Terms, when published will be available on http://www.ise.ie