0001193125-17-066148.txt : 20170302 0001193125-17-066148.hdr.sgml : 20170302 20170301191356 ACCESSION NUMBER: 0001193125-17-066148 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELEFONICA S A CENTRAL INDEX KEY: 0000814052 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-204118 FILM NUMBER: 17656374 BUSINESS ADDRESS: STREET 1: GRAN VIA 28 CITY: 28013 MADRID STATE: U3 ZIP: 00000 BUSINESS PHONE: 00 34 91 584 0640 MAIL ADDRESS: STREET 1: GRAN VIA 28 CITY: 28013 MADRID STATE: U3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL TELEPHONE COMPANY OF SPAIN DATE OF NAME CHANGE: 19880708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEFONICA S A CENTRAL INDEX KEY: 0000814052 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: GRAN VIA 28 CITY: 28013 MADRID STATE: U3 ZIP: 00000 BUSINESS PHONE: 00 34 91 584 0640 MAIL ADDRESS: STREET 1: GRAN VIA 28 CITY: 28013 MADRID STATE: U3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL TELEPHONE COMPANY OF SPAIN DATE OF NAME CHANGE: 19880708 FWP 1 d356286dfwp.htm FREE WRITING PROSPECTUS Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-204118

March 1, 2017

FINAL TERM SHEET

TELEFÓNICA EMISIONES, S.A.U.

5.213% FIXED RATE SENIOR NOTES TERMS AND CONDITIONS

This Free Writing Prospectus relates only to the securities described below and should only be read together with the Preliminary Prospectus Supplement dated March 1, 2017 and the accompanying Prospectus dated May 13, 2015 relating to these securities.

 

Issuer:      Telefónica Emisiones, S.A.U.
Guarantor:      Telefónica, S.A.
Expected Ratings*:     

Baa3 (Stable) / BBB (Stable) / BBB (Stable)

(Moody’s / S&P / Fitch)

Principal Amount:      $2,000,000,000
Security Type:      Senior Notes
Form of Issuance:      SEC Registered
Issue Price to Public:      100.000% of Principal Amount
Settlement Date:      March 8, 2017 (T+5)
Maturity Date:      March 8, 2047
CUSIP/ISIN:      87938W AU7 / US87938WAU71
Coupon:      5.213%
Benchmark Treasury:      UST 2.875% due November 15, 2046
Spread to Benchmark Treasury:      215 basis points (2.150%)
Treasury Strike:      96-11; 3.063%
Re-offer Yield:      5.213%
Interest Payment Dates:      March 8 and September 8 of each year
First Interest Payment Date:      September 8, 2017
Day Count Convention/Business Day Convention:      30/360; Following, Unadjusted; Madrid, London, New York
Redemption Provisions:     

Tax call:

      Optional redemption for taxation reasons, by no fewer than 30 nor more than 60 days’ notice ending on an Interest Payment Date at 100% of principal and accrued and unpaid interest.

Make-whole call:

      Optional redemption, at any time by no fewer than 30 nor more than 60 days’ notice, at the greater of (x) 100% of principal and accrued and unpaid interest and (y) sum of the present values of the remaining payments of principal and interest discounted at a discount rate of Treasury plus 35 basis points.

Listing call:

      Optional redemption, if the Senior Notes are not listed on a regulated market, multilateral trading facility or other organized market 45 days prior to the first Interest Payment Date at 100% of principal and accrued and unpaid interest.
Taxation:      Exemption from Spanish withholding tax applies subject to compliance by the paying agent with certain formalities and satisfaction of all other conditions for exemption from applicable Spanish withholding taxes.
Denominations:      Minimum of $1,000 with increments of $1,000 thereafter.
Minimum Initial Purchase Amount:      $150,000
Listing:      New York Stock Exchange
Joint Book-Running Managers:     

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

Goldman, Sachs & Co.

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

Mizuho Securities USA Inc.

BBVA Securities Inc.

BNP Paribas Securities Corp.

Santander Investment Securities Inc.

 

* Any ratings obtained will reflect only the views of the respective rating agency, and should not be considered a recommendation to buy, sell or hold the 5.213% Fixed Rate Senior Notes. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating.

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR®) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Citigroup Global Markets Inc. by calling 1-800-831-9146, Credit Suisse Securities (USA) LLC by calling 1-800-221-1037, Goldman, Sachs & Co. by calling 1-866-471-2526, HSBC Securities (USA) Inc. by calling 1-866-811-8049, J.P. Morgan Securities LLC by calling 1-212-834-4533 and Mizuho Securities USA Inc. by calling 1-866-271-7403.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system.