Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 25 2023 - 01:26PM
Edgar (US Regulatory)
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 January, 2023
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. (“Telefónica”), in compliance with the Securities
Market legislation, hereby communicates the following
OTHER RELEVANT INFORMATION
Further to the communication made on 25 January 2023, 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 1,000,000,000 and intended to be issued as
green bonds (EUR 1,000,000,000 Undated 7.25 Year Non-Call Deeply
Subordinated Guaranteed Fixed Rate Reset Securities (Green
Bond)
unconditionally and irrevocably guaranteed on a subordinated basis
by Telefónica, S.A.) (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 6.135%
per annum from (and including) 2 February
2023 up to (but excluding) 3 May 2030.
From (and including) 3 May 2030, the Securities will bear interest
at a fixed rate of interest equal to the applicable 7 year Swap
Rate plus a margin of:
•3.347%
per year from (and including) 3 May 2030 to (but excluding) 3 May
2033;
•3.597%
per year from (and including) 3 May 2033 to (but excluding) 3 May
2050; and
•4.347%
per year from (and including) 3 May 2050.
Interest shall be payable annually in arrear starting on 3 May 2024
(long first coupon).
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 2 February 2023,
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, 25 January 2023.
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, its territories and
possessions (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.
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: |
January 25, 2023 |
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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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