Banco Bilbao Vizcaya Argentaria, S.A.

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

May 29, 2024

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 May 29, 2024, 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.

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-5, under the circumstances described in your letter.

The exemptive 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.