UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2022
Commission File Number: 001-09531
Telefónica, S.A.
(Translation of registrant's name into English)
Distrito Telefónica, Ronda de la Comunicación s/n,
28050 Madrid, Spain
+34 91-482 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):
Telefónica, S.A.
TABLE OF CONTENTS
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1. |
Telefónica:
Issuance of Debt
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2 |
TELEFÓNICA, S.A., in compliance with the Securities Market
legislation, hereby communicates the following
OTHER RELEVANT INFORMATION
Further to the communication made on 14 November 2022, 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 EUR 750,000,000 and intended to be issued as
green bonds (EUR 750,000,000 Undated 6 Year Non-Call Green Deeply
Subordinated Guaranteed Fixed Rate Reset Securities) (the
"Securities").
The main terms and conditions of the Securities are as
follows:
The issue price of the Securities is fixed at 100% of their face
value. The Securities will bear interest at a fixed rate of 7.125%
per annum from (and including) 23 November 2022 up to (but
excluding) 23 November 2028.
From (and including) 23 November 2028, the Securities will bear
interest at a fixed rate of interest equal to the applicable 6 year
Swap Rate plus a margin of:
•4.322%
per year from (and including) 23 November 2028 to (but excluding)
23
November 2032;
•4.572%
per year from (and including) 23 November 2032 to (but excluding)
23 November 2048; and
•5.322%
per year from (and including) 23 November 2048.
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 events as set out in the terms and conditions
of the Securities. In addition, the Securities may be redeemed at
any time at the redemption price (Make Whole Redemption Amount) to
be calculated in accordance with 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 a compulsory 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 Global
Exchange Market (GEM), the multilateral trading facility of the
Irish Stock Exchange plc, trading as Euronext Dublin.
The issue is addressed exclusively at professional clients 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 23 November
2022, subject to entering into a subscription agreement with the
Joint Bookrunners and the rest of the agreements relating to the
issue, and subject to compliance with the conditions set out in the
subscription agreement.
An amount equal to the net proceeds of the issue of the Securities
will be subject to specific eligibility criteria to be applied to
finance new or refinance existing projects, as detailed in
Telefónica's Sustainable Development Goals Framework (the
"SDG
Framework").
The SDG Framework is in accordance with the Green Bond Principles
2018, Social Bond Principles 2020 and Sustainability Bond
Guidelines 2018, each published by the International Capital Market
Association.
Madrid, 14 November 2022.
Neither the Offer, the Tender Offer Memorandum nor this
announcement constitute an offer of securities to the public under
Regulation (EU) 2017/1129 of the European Parliament and of the
Council or a tender offer in Spain under the restated text of the
Spanish Securities Market Act approved by Royal Legislative Decree
4/2015, of 23 October and under Royal Decree 1066/2007, of 27 July,
all of them as amended, and any regulation issued thereunder.
Accordingly, neither the Tender Offer Memorandum nor this
announcement has been and will not be submitted for approval nor
approved by the Spanish Securities Market Regulator (Comisión
Nacional del Mercado de Valores).
Not for distribution in or into or to any person located or
resident in the United States, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands, any state of
the United States and the District of Columbia) (the "United
States") or to any U.S. person or into any other jurisdiction where
it is unlawful to distribute this announcement.
SIGNATURES
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.
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Telefónica, S.A.
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Date: |
November 14, 2022 |
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By: |
/s/ Pablo de Carvajal González |
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Name: |
Pablo de Carvajal González |
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Title: |
Secretary to the Board of Directors |
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