fwp
Filed Pursuant to Rule 433
Registration Statement No. 333-159062
April 12, 2010
FINAL TERM SHEET
TELEFÓNICA EMISIONES, S.A.U.
5.134% FIXED RATE SENIOR NOTES TERMS AND CONDITIONS
This Free Writing Prospectus relates only to the securities described below and should only be read together with the Preliminary Prospectus Supplement dated April 12, 2010 and the accompanying Prospectus dated May 8, 2009 relating to these securities.
     
Issuer:
   Telefónica Emisiones, S.A.U.
 
    
Guarantor:
   Telefónica, S.A.
 
    
Expected Ratings:
   A-/A-/ Baa1 (S&P/Fitch/ Moody’s)
 
    
Principal Amount:
   $1,400,000,000
 
    
Security Type:
   Senior Notes
 
    
Form of Issuance:
   SEC Registered
 
    
Issue Price:
   100% of principal amount
 
    
Settlement Date:
   April 26, 2010 (T+10)
 
    
Maturity Date:
   April 27, 2020
 
    
CUSIP/ISIN:
   87938W AM5/US87938WAM55
 
    
Coupon:
   5.134%
 
    
Benchmark Treasury:
   3.625% due February 15, 2020
 
    
Spread to Benchmark:
   130 basis points (1.30%)
 
    
Treasury Strike:
   3.834 %
 
    
Re-offer Yield:
   5.134%
 
    
Interest Payment Dates:
   April 27 and October 27 of each year
 
    
First Interest Payment Date:
   October 27, 2010
 
    
Day Count Convention/Business Day
   30/360; Following, Unadjusted; Madrid,
Convention:
   London, New York
 
    
Redemption Provisions:
    
 
    
Tax call:
   Optional redemption for taxation
 
   reasons, by no fewer than 30 nor more
 
   than 60 days’ notice ending on an
 
   Interest Payment Date at 100% of
 
   principal and accrued interest
 
Make-whole call:
   Optional redemption, at any time by no
 
   fewer than 30 nor more than 60 days’
 
   notice, at the greater of (x) 100% of
 
   principal and accrued and unpaid
 
   interest and (y) sum of the present
 
   values of the remaining payments of
 
   principal and interest discounted at a
 
   discount rate of Treasury plus 20
 
   basis points

 

 

 

     
 
    
Listing call:
   Optional redemption, if Notes are not listed on an OECD exchange 45 days prior to first Interest Payment Date at 100% of principal and accrued interest
 
    
Taxation:
   Exemption from Spanish withholding tax applies subject to compliance with
 
   Beneficial Owner identification procedures and satisfaction of all other conditions for exemption from applicable Spanish withholding taxes
 
    
Denominations:
   Minimum of $1,000 with increments of $1,000 thereafter.
 
    
Minimum Initial Purchase Amount:
   $75,000
 
    
Listing:
   New York Stock Exchange
 
    
Joint Bookrunning Lead Managers:
   Banc of America Securities LLC., Credit Suisse Securities (USA) LLC., J.P. Morgan Securities Inc. and UBS Securities LLC
 
    
Other Managers:
   BBVA Securities Inc., BNP Paribas Securities Corp., Mitsubishi UFJ Securities (USA), Inc., Santander Investment Securities Inc. and SG Americas Securities, LLC
Any ratings obtained will reflect only the views of the respective rating agency, and should not be considered a recommendation to buy, sell or hold the Notes. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for this offering 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 searching the SEC online database (EDGAR®) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Banc of America Securities LLC by calling 1-800-294-1322, from Credit Suisse Securities (USA) LLC by calling 1-800-221-1037, from J.P. Morgan Securities Inc. by calling collect 1-212-834-4533 or from UBS Securities LLC by calling 1-877-827-6444 (ext. 561-3884).