https://www.sec.gov/Archives/edgar/data/77694/000119312520300609/d54425d424b2.htm
https://www.sec.gov/Archives/edgar/data/77694/000119312520300509/d11847d18ka.htm
https://www.sec.gov/Archives/edgar/data/77694/000119312520271992/d63293d18k.htm
https://www.sec.gov/Archives/edgar/data/77694/000119312520107281/d901190dsba.htm
https://www.sec.gov/Archives/edgar/data/77694/000119312520101484/d901190dsb.htm
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and related prospectus 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 visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer or any underwriter participating in the offering will arrange to send you the prospectus if you request it by calling:
BBVA Securities Inc.: +1 (212) 728-1500 (collect)
Citigroup Global Markets Inc.: +1 (800) 831-9146 (toll-free)
Goldman Sachs & Co. LLC: +1 (866) 471-2526 (toll-free)
Itau BBA USA Securities, Inc.: +1 (212) 710-6749 (collect) or +1 (888) 770-4828 (toll-free, U.S. only)
Morgan Stanley & Co. LLC: +1 (866) 718-1649 (toll-free)
Delivery of the 2121 Bonds is expected on or about December 1, 2020, which will be the fifth business day following the date of pricing of the 2121 Bonds (“T+5”). Under Rule 15c6–1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade 2121 Bonds prior to the Settlement Date may be required, by virtue of the fact that the 2121 Bonds initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of 2121 Bonds who wish to trade 2121 Bonds prior to the Settlement Date should consult their own advisor.
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - The 2121 Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the 2121 Bonds or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the 2121 Bonds or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation. The prospectus to which the offering of the 2121 Bonds relates has been prepared on the basis that any offer of 2121 Bonds in any member state of the EEA or in the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. The prospectus to which the offering of the 2121 Bonds relates is not a prospectus for the purposes of the Prospectus Regulation. References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
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