SEC Form 6-K filed by Banco Bilbao Vizcaya Argentaria S.A.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2025

Commission file number: 1-10110

 

 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(Exact name of Registrant as specified in its charter)

BANK BILBAO VIZCAYA ARGENTARIA, S.A.

(Translation of Registrant’s name into English)

 

 

Calle Azul, 4

28050 Madrid

Spain

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

 

 

 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

Explanatory Note

This Report on Form 6-K contains, as exhibits, certain documents listed below relating to the issuance and sale by Banco Bilbao Vizcaya Argentaria, S.A. (the “Issuer”) of $1,000,000,000 aggregate liquidation preference of its Series 14 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (the “Preferred Securities”). This Report on Form 6-K and the Exhibits hereto are hereby incorporated by reference into the Registration Statement on Form F-3 (No. 333-266391) filed with the Securities and Exchange Commission and into the related prospectus supplement filed with the Securities and Exchange Commission on January 8, 2025.

Exhibit Index

 

Exhibit		Description of Exhibit
1.1		Pricing Agreement dated January 7, 2025
4.18		Fourth Supplemental Indenture for the Preferred Securities between the Issuer, as Issuer, and The Bank of New York Mellon, acting (except with respect to its role as Contingent Convertible Preferred Security Registrar) through its London Branch, as Trustee, Paying and Conversion Agent, Calculation Agent, Principal Paying Agent and Contingent Preferred Security Registrar dated as of January 14, 2025
4.19		Form of Security Certificate representing the Preferred Securities (included in Exhibit 4.18)
5.1		Opinion of Davis Polk & Wardwell LLP, special United States counsel to the Issuer, as to the legality of the Preferred Securities being registered
5.2		Opinion of J&A Garrigues, S.L.P., Spanish counsel to the Issuer, as to the legality of the Preferred Securities being registered
8.1		Opinion of Davis Polk & Wardwell LLP regarding certain U.S. federal income tax matters
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1 and Exhibit 8.1)
23.2		Consent of J&A Garrigues, S.L.P. (included in Exhibit 5.2)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: January 14, 2025