SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March, 2019
Commission File Number: 001-09531
(Translation of registrant's name into English)
Distrito Telefónica, Ronda de la Comunicación s/n,
28050 Madrid, Spain
3491-482 87 00
(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:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
TABLE OF CONTENTS
Sequential Page Number
Telefónica – Pricing of Hybrid Securities
TELEFÓNICA, S.A., in compliance with the Securities Market legislation, hereby communicates the following
In relation to the relevant event announced today, 5 March 2019, it is hereby announced that TELEFÓNICA EUROPE B.V. (the "Issuer"), the Dutch subsidiary of Telefónica, S.A., has today priced and closed the terms and conditions of an issuance of Undated Deeply Subordinated Guaranteed Fixed Rate Reset Securities, with the subordinated guarantee of Telefónica, S.A., for an aggregate nominal amount of 1,300 million euros subject to a call option exercisable by the Issuer from the sixth anniversary of the issuance date (the "Securities").
The main terms and conditions of the issuance are as follows:
The issue price of the Securities is established at 100% of their face value. The Securities will accrue interest at a rate of 4.375% annually as from (and including) the issue date up to (but excluding) 14 March 2025.
From (and including) 14 March 2025 the Securities will accrue a fixed rate of interest equal to the applicable 6 year swap rate plus a margin of:
4.107% per year as from 14 March 2025 up to (but excluding) 14 March 2029;
4.357% per year as from 14 March 2029 up to (but excluding) 14 March 2045; and
5.107% per year as from (and including) 14 March 2045.
The Securities will have a face value per unit of 100,000 euros and will be perpetual, although they will be subject to a call option exercisable by the Issuer on certain dates and at any time upon the occurrence of certain circumstances as set out in the terms and conditions of the Securities. The Issuer may defer payment of the interest accrued on the Securities at its sole discretion (the "Deferred Interest") without triggering an event of default. The Deferred Interest will in turn accrue interest and will be payable at the option of the Issuer at any time or on an obligatory basis in certain circumstances as set out in the terms and conditions of the Securities.
The Securities will be governed by English Law, and it is envisaged that they will be listed and admitted to trading on the regulated market of The Irish Stock Exchange plc, trading as Euronext Dublin.
The issue is addressed exclusively at professional investors and eligible counterparties.
The Securities will be subscribed for and paid up on the closing date, which is envisaged to take place on or about 14 March 2019, subject to entering into a subscription agreement with the joint bookrunners appointed for the issuance and the rest of the agreements relating to the issue, and subject to compliance with the conditions set out in the subscription agreement.
Madrid, 5 March 2019.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the securities referred to herein and shall not constitute an offer, solicitation nor sale in any jurisdiction in which such offer, solicitation or sale is unlawful - including but not limited to the United States, Australia, Canada or Japan.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 ("Securities Act"), as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and in accordance with applicable state securities laws.
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.
March 5, 2019
/s/ Pablo de Carvajal González
Pablo de Carvajal González
Secretary to the Board of Directors