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BBVA Bancomer, S.A.,
Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer,
acting through its Texas Agency
U.S.$1,250,000,000 6.500% Fixed Rate Subordinated Preferred Notes Due 2021
_____________
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.$1,250,000,000 6.500% Fixed Rate Subordinated Preferred Notes Due 2021,
or the “Notes.” The Notes will mature on March 10, 2021, or the “Maturity Date,” unless previously redeemed. 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 SUSPEND PAYMENT OF INTEREST THEREON UNTIL THE END OF THE RELATED SUSPENSION PERIOD (AS DEFINED
IN THIS OFFERING MEMORANDUM). BECAUSE PAYMENT OF INTEREST ON THE NOTES IS CUMULATIVE, IN THE EVENT THAT
PAYMENTS OF INTEREST CEASE DURING ANY SUSPENSION PERIOD, HOLDERS OF THE NOTES WILL HAVE THE RIGHT TO RECEIVE
ANY AMOUNT OF UNPAID 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) March 10, 2011, or the “Issue Date,” up to (but excluding) the Maturity Date at a
fixed rate per annum equal to 6.500%, payable semi-annually in arrears on March 10 and September 10 of each year (each an “Interest Payment Date”), commencing on
September 10, 2011.
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, preferred obligations. In the event of our bankruptcy (concurso mercantil), liquidation or dissolution under Mexican law, the Notes will rank (i) junior to
all of our present and future senior indebtedness, (ii) pari passu with all of our other present or future subordinated preferred indebtedness, and (iii) senior to all our
unsecured subordinated and non-preferred indebtedness and all classes of our capital stock, as described in this offering memorandum. See “Description of the Notes—
Subordination.” 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 deferral in the payment
of 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.
Investing in the Notes involves risks. See “Risk Factors” beginning on page 14.
Issue Price: 98.645%
plus accrued interest, if any, from and including March 10, 2011.
Delivery of the Notes in book-entry form will be made on or about March 10, 2011.
We expect that the Notes will be rated “A2” 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.
Global Coordinators
Deutsche Bank Securities
Goldman, Sachs & Co.
Joint Bookrunners
BBVA Securities Deutsche Bank Securities Goldman, Sachs & Co.
The date of this offering memorandum is March 3, 2011.