8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

TELEFÓNICA, S.A.   TELEFÓNICA EMISIONES, S.A.U.
(Exact Name of Registrant as Specified in Its Charter)   (Exact Name of Registrant as Specified in Its Charter)

 

 

 

Kingdom of Spain   Kingdom of Spain
(Jurisdiction of Incorporation or Organization)   (Jurisdiction of Incorporation or Organization)

 

n/a   n/a
(IRS Employer Identification No.)   (IRS Employer Identification No.)

 

Distrito Telefónica, Ronda de la Comunicación, s/n   Distrito Telefónica, Ronda de la Comunicación, s/n
Madrid, Spain   Madrid, Spain
(Address of Principal Executive Offices)   (Address of Principal Executive Offices)

 

28050   28050
(Zip Code)   (Zip Code)

If this form relates to the registration of a class of securities

pursuant to Section 12(b) of the Exchange Act and is effective

pursuant to General Instruction A.(c),

please check the following box.  ☒

  

If this form relates to the registration of a class of securities

pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d),

please check the following box.  ☐

 

 

Securities Act registration statement file number to which this form relates: 333-224360

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be so Registered

   

Name of Each Exchange on Which

Each Class is to be Registered

Fixed Rate Senior Notes due 2049 of

Telefónica Emisiones, S.A.U.

   

New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

 

 

 

TABLE OF CONTENTS

 

Item 1: Description of Registrant’s Securities to be Registered

Item 2. Exhibits

SIGNATURE

Exhibit Index

Item 1: Description of Registrant’s Securities to be Registered

The securities to be registered hereby are the Fixed Rate Senior Notes due 2049 (the “Notes”) and the Guarantee by Telefónica, S.A. related to the Notes (the “Guarantee”). For a description of the Notes and the Guarantee to be registered hereunder, reference is made to the information under the heading “Description of the Notes and the Guarantee” of the Registrants’ Prospectus Supplement filed on February 28, 2019 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, relating to the Registrants’ Registration Statement on Form F-3 (File No. 333-224360) as amended from time to time (the “Registration Statement”), which information is hereby incorporated by reference herein.

Item 2. Exhibits

 

  4.1    Indenture among Telefónica Emisiones S.A.U., as Issuer, Telefónica, S.A., as Guarantor and The Bank of New York Mellon, as Trustee, dated as of April 20, 2018 (incorporated by reference to Exhibit 4.1 of the Registrants’ Form F-3 filed on April 20, 2018)
  4.2    First Supplemental Indenture for the Fixed Rate Senior Notes Due 2049 among Telefónica Emisiones, S.A.U., as Issuer, Telefónica, S.A., as Guarantor, and The Bank of New York Mellon, as Trustee, Paying Agent, Registrar and Transfer Agent, dated as of March 1, 2019 (incorporated by reference to Exhibit 4.2 of Telefónica, S.A.’s Form 6-K filed on March 1, 2019)
  4.3    Form of Security Certificate representing the Fixed Rate Senior Notes Due 2049 (included in Exhibit 4.2)
  4.4    Guarantee by Telefonica, S.A., dated as of March 1, 2019 (incorporated by reference to Exhibit 4.4 of Telefónica, S.A.’s Form 6-K filed on March 1, 2019)
  99.1    Registrants’ Prospectus Supplement, dated February 26, 2019 (incorporated by reference to the Registrants’ filing under Rule 424(b) filed on February 28, 2019)

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 1, 2019

 

Telefónica Emisiones, S.A.U.

(Registrant)

By:  

/s/ Carlos David Maroto Sobrado

  Name: Carlos David Maroto Sobrado
  Title: Director (Administrador Solidario)

 

Telefónica, S.A.

(Registrant)

By:  

/s/ Jesús Romero Albarracín

  Name: Jesús Romero Albarracín
  Title: Deputy Chief Financial Officer

Exhibit Index

 

  4.1    Indenture among Telefónica Emisiones S.A.U., as Issuer, Telefónica, S.A., as Guarantor and The Bank of New York Mellon, as Trustee, dated as of April 20, 2018 (incorporated by reference to Exhibit 4.1 of the Registrants’ Form F-3 filed on April 20, 2018)
  4.2    First Supplemental Indenture for the Fixed Rate Senior Notes Due 2049 among Telefónica Emisiones, S.A.U., as Issuer, Telefónica, S.A., as Guarantor, and The Bank of New York Mellon, as Trustee, Paying Agent, Registrar and Transfer Agent, dated as of March 1, 2019 (incorporated by reference to Exhibit 4.2 of Telefónica, S.A.’s Form 6-K filed on March 1, 2019)
  4.3    Form of Security Certificate representing the Fixed Rate Senior Notes Due 2049 (included in Exhibit 4.2)
  4.4    Guarantee by Telefonica, S.A., dated as of March 1, 2019 (incorporated by reference to Exhibit 4.4 of Telefónica, S.A.’s Form 6-K filed on March 1, 2019)
  99.1    Registrants’ Prospectus Supplement, dated February 26, 2019 (incorporated by reference to the Registrants’ filing under Rule 424(b) filed on February 28, 2019)