Banco Bilbao Vizcaya Argentaria, S.A.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

September 2, 2025

Via Email

Michael J. Willisch
Davis Polk & Wardwell LLP
michael.willisch@davispolk.com

Re:      Banco Bilbao Vizcaya Argentaria, S.A. Offer for Shares of Banco de Sabadell, S.A.

Dear Mr. Willisch:

We are responding to your letter dated September 2, 2025, addressed to Tiffany Posil, David Plattner, and Shane Callaghan. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Spanish counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.
 

Section I

Based on the facts and representations presented in your letter, the Division of Corporation Finance (the “Division”), acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-1(b).

In granting the exemptive relief from Rule 14e-1(b), which will permit BBVA to reduce the consideration being paid in the Offer if Banco Sabadell pays a dividend or other distribution prior to the settlement of the Offer, without extending the Offer period, we considered in particular the representation that any Downward Adjustment is purely mechanical and economically neutral to tendering Banco Sabadell shareholders.

Section II

Based on the facts and representations presented in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14d-4(d)(2), which will permit BBVA to waive the Minimum Acceptance Condition to the extent and under the circumstances described in your letter, without extending the Offer period.

In granting the no-action relief described above, we considered in particular the following representations:

• BBVA will waive the Minimum Acceptance Condition only if the number of Banco Sabadell shares tendered and not withdrawn in the Offer permits BBVA to acquire at least 30% of the voting rights of the Banco Sabadell shares at the end of the acceptance period;
• under Spanish law, BBVA will be required to launch a Mandatory Tender Offer, within one month after settlement of the Offer, if it acquires Banco Sabadell shares representing 30% or more (but less than 50%) of Banco Sabadell’s voting rights following completion of the Offer;
• the Offer Document will (i) disclose that BBVA may waive the Minimum Acceptance Condition, (ii) describe the procedure for waiving the Minimum Acceptance Condition under Spanish law and practice and (iii) fully discuss the potential impact of the waiver of the Minimum Acceptance Condition;
• the CNMC Commitments and the Council of Ministers’ Authorization subject BBVA and Banco Sabadell to certain commitments and limitations described in your letter; and
• the Offer Document will caution shareholders not to tender their Banco Sabadell shares if their willingness to tender into the Offer would be affected by a waiver of the Minimum Acceptance Condition.

Additionally, based on the facts and representations presented in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Section 14(d)(5) and Exchange Act Rule 14d-7 if BBVA commences the Offer before its registration statement on Form F-4 is declared effective under the circumstances described in your letter.

In granting the no-action relief described above, we considered in particular the following representations:

• under Spanish law, BBVA will be required to commence the Offer shortly after authorization by the CNMV; and
• BBVA has undertaken to extend the acceptance period of the Offer, as may be required, so that withdrawal rights are available to Banco Sabadell shareholders for at least five U.S. business days following the date the registration statement on Form F-4 is declared effective.

The exemptive and no-action relief provided is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.