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BBVA Bancomer, S.A.,
Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer,
acting through its Texas Agency
U.S.$1,000,000,000 7.25% Non-Cumulative Fixed Rate Subordinated Non-Preferred Notes Due 2020
_____________
We, BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, a multi-purpose bank incorporated in
accordance with the laws of the United Mexican States, or Mexico, acting through our Texas Agency, are offering the
U.S.$1,000,000,000 7.25% Non-Cumulative Fixed Rate Subordinated Non-Preferred Notes Due 2020, or the “Notes.” The Notes will
mature on April 22, 2020, or the “Maturity Date,” subject to adjustment as described herein and unless previously redeemed or payment
of principal is deferred. We may redeem the Notes, subject to any regulatory requirements (including obtaining the approval of Banco de
México), at any time if there are specified changes in (1) the Mexican or United States laws affecting the withholding tax applicable to
payments under the Notes, (2) the Mexican laws that result in a Special Event (as defined in this offering memorandum) or (3) the
applicable tax laws that result in interest on the Notes not being deductible by us in whole or in part for Mexican income tax purposes.
See “Description of the Notes—Redemption—Withholding Tax Redemption” and “Description of the Notes—Redemption—Special Event
Redemption.” IF OUR CAPITAL RATIO (AS DEFINED IN THIS OFFERING MEMORANDUM) HAS DECLINED BELOW, OR WE
DETERMINE THAT IT WILL IMMINENTLY DECLINE BELOW, THE MINIMUM PERCENTAGE REQUIRED FROM TIME TO TIME BY
THE MEXICAN CAPITALIZATION REQUIREMENTS (AS DEFINED IN THIS OFFERING MEMORANDUM) OR IF A MEXICAN
REGULATORY EVENT (AS DEFINED IN THIS OFFERING MEMORANDUM) OCCURS, WE WILL CANCEL ACCRUAL AND
PAYMENT OF INTEREST THEREON AND DEFER PAYMENT OF PRINCIPAL THEREOF UNTIL THE END OF THE RELATED
SUSPENSION PERIOD (AS DEFINED IN THIS OFFERING MEMORANDUM). BECAUSE PAYMENT OF INTEREST ON THE NOTES
IS NON-CUMULATIVE, IN THE EVENT THAT THE ACCRUAL AND PAYMENT OF INTEREST IS CANCELLED DURING ANY
SUSPENSION PERIOD, HOLDERS OF THE NOTES WILL NOT RECEIVE SUCH ACCRUED INTEREST AT THE END OF THE
SUSPENSION PERIOD. See “Description of the Notes—Treatment of Interest and Principal During a Suspension Period.”
The Notes are denominated in U.S. dollars and will bear interest from (and including) April 22, 2010, or the “Issue Date,” up to (but
excluding) the Maturity Date at a fixed rate per annum equal to 7.25%, payable semi-annually in arrears on April 22 and October 22 of
each year (each an “Interest Payment Date”), commencing on October 22, 2010 until April 22, 2020.
The Notes will be issued by our Texas Agency but will be our general obligations, not different from our other direct obligations. The
Notes will be our unsecured, subordinated, non-cumulative, non-preferred obligations. In the event of our bankruptcy (concurso
mercantil), liquidation or dissolution under Mexican law, the Notes will rank junior to all of our present and future senior indebtedness and
subordinated preferred indebtedness and pari passu with all of our other present or future unsecured subordinated and non-preferred
indebtedness. Payment of principal on the Notes may be accelerated only in the case of certain events involving our bankruptcy,
liquidation or dissolution. In accordance with Articles 134 Bis and 134 Bis 1 of the Mexican Banking Law (Ley de Instituciones de
Crédito), there will be no right of acceleration in the case of a default in the performance of any of our covenants, including the payment
of principal and interest in respect of the Notes, or in the case of any cancellation or deferral in the payment of principal or interest in
respect of the Notes. See “Description of the Notes—Events of Default, Notice and Waiver.” The Notes will be unsecured and not
insured or guaranteed by the Savings Protection Agency (lnstituto para la Protección al Ahorro Bancario).
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange, or LSE, and to trading on the Euro
MTF market. This offering memorandum can only be used for the purposes for which it has been published. This offering memorandum
constitutes a prospectus for the purposes of the Luxembourg law dated July 10, 2005 on Prospectus for Securities.
Investing in the Notes involves risks. See “Risk Factors” beginning on page 16.
Issue Price: 100%
plus accrued interest, if any, from and including April 22, 2010.
Delivery of the Notes in book-entry form will be made on or about April 22, 2010.
We expect that the Notes will be rated “A3” by Moody’s Investor Service, Inc., and “BBB+” by Fitch, Inc. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency
without notice.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO
NACIONAL DE VALORES) MAINTAINED BY THE NATIONAL BANKING AND SECURITIES COMMISSION (THE COMISION
NACIONAL BANCARIA Y DE VALORES, OR CNBV), AND MAY NOT BE OFFERED OR SOLD PUBLICLY, OR OTHERWISE BE
THE SUBJECT OF BROKERAGE ACTIVITIES, IN MÉXICO, EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION SET
FORTH UNDER ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). AS REQUIRED
UNDER THE MEXICAN SECURITIES MARKET LAW, WE WILL NOTIFY THE CNBV OF THE OFFERING OF THE NOTES OUTSIDE
OF MÉXICO. SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT AND FOR
INFORMATION PURPOSES ONLY, AND THE DELIVERY TO AND THE RECEIPT BY THE CNBV OF SUCH NOTICE, DOES NOT
IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES OR OUR SOLVENCY, LIQUIDITY OR CREDIT
QUALITY. THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM IS EXCLUSIVELY OUR RESPONSIBILITY AND
HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. THE ACQUISITION OF THE NOTES BY AN INVESTOR WHO IS A
RESIDENT OF MÉXICO WILL BE MADE UNDER ITS OWN RESPONSIBILITY.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities
Act”). The Notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers
in reliance on the exemption from registration provided by Rule 144A and to certain non-U.S. persons in offshore transactions
in reliance on Regulation S. You are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.
Joint Bookrunners
Deutsche Bank Securities
Goldman, Sachs & Co.
Joint Lead Managers
Deutsche Bank Securities Goldman, Sachs & Co. BBVA Securities Inc.
The date of this offering memorandum is April 15, 2010.