BBVA (NYSE: BBVA) sells $1,000,000,000 Series 16 Tier 1 preferreds
Rhea-AI Filing Summary
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) has issued and sold $1,000,000,000 aggregate liquidation preference of its Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities. These preferred securities qualify as Additional Tier 1 capital and are contingent convertible instruments.
The report attaches key documents, including a pricing agreement dated April 30, 2026, a first supplemental indenture dated May 8, 2026, and the form of the security certificate. It also includes U.S. and Spanish legal opinions on the legality of the preferred securities and an opinion on certain U.S. federal income tax matters, which are incorporated by reference into BBVA’s Registration Statement on Form F-3.
Positive
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Key Figures
Preferred Tier 1 issuance size: $1,000,000,000 aggregate liquidation preference
Registration linkage: Form F-3 No. 333-289121
Supplemental indenture date: May 8, 2026
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4 metrics
Preferred Tier 1 issuance size
$1,000,000,000 aggregate liquidation preference
Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities
Registration linkage
Form F-3 No. 333-289121
Form 6-K and exhibits incorporated by reference
Supplemental indenture date
May 8, 2026
First Supplemental Indenture for the Preferred Securities
Pricing agreement date
April 30, 2026
Pricing Agreement for the Preferred Securities
Key Terms
Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities, First Supplemental Indenture, Registration Statement on Form F-3, Contingent Convertible Preferred Security Registrar, +1 more
5 terms
Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities financial
"issuance and sale by Banco Bilbao Vizcaya Argentaria, S.A. of $1,000,000,000 aggregate liquidation preference of its Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities"
First Supplemental Indenture regulatory
"First Supplemental Indenture for the Preferred Securities between the Issuer, as Issuer, and The Bank of New York Mellon"
Registration Statement on Form F-3 regulatory
"hereby incorporated by reference into the Registration Statement on Form F-3 (No. 333-289121)"
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.
Contingent Convertible Preferred Security Registrar financial
"as Trustee, Paying and Conversion Agent, Calculation Agent, Principal Paying Agent and Contingent Convertible Preferred Security Registrar"
aggregate liquidation preference financial
"issuance and sale ... of $1,000,000,000 aggregate liquidation preference of its Series 16"
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FAQ
What did BBVA (BBVA) issue in this Form 6-K filing?
BBVA issued $1,000,000,000 aggregate liquidation preference of Series 16 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities. These preferred securities are a form of Additional Tier 1 capital designed to absorb losses under specified conditions.
What is the purpose of BBVA’s Series 16 Preferred Tier 1 Securities?
The Series 16 Preferred Tier 1 Securities provide Additional Tier 1 capital for BBVA. As contingent convertible, non-cumulative, perpetual instruments, they are structured to enhance regulatory capital quality and can absorb losses if contractual or regulatory triggers are met.
Which key legal documents are included with BBVA’s May 2026 Form 6-K?
The filing includes a pricing agreement, a first supplemental indenture, and a form of security certificate. It also provides legal opinions from Davis Polk & Wardwell LLP and J&A Garrigues, S.L.P., plus a U.S. federal income tax opinion related to the preferred securities.
How does this BBVA preferred securities issuance relate to its Form F-3?
The Form 6-K and its exhibits are incorporated by reference into BBVA’s existing Registration Statement on Form F-3 No. 333-289121. This links the detailed terms and legal opinions for the $1,000,000,000 preferred securities to the broader registered securities program.
Who are the trustees and agents for BBVA’s Series 16 Preferred Securities?
The Bank of New York Mellon, acting through its London Branch, serves as trustee, paying and conversion agent, calculation agent, principal paying agent, and contingent convertible preferred security registrar under the first supplemental indenture dated May 8, 2026.