Criteria Caixa Amends Telefonica Stake Filing

TL;DR

Criteria Caixa updated its Telefonica stake filing on 8/2, change date 7/31.

AI Summary

On August 2, 2024, CRITERIA CAIXA, S.A.U. filed an amendment (No. 2) to its Schedule 13D regarding TELEFÓNICA, S.A. The filing indicates a change in beneficial ownership as of July 31, 2024. CRITERIA CAIXA, S.A.U. is located in Barcelona, Spain.

Why It Matters

This filing updates ownership information for a significant Spanish telecommunications company, potentially signaling shifts in major shareholder positions.

Risk Assessment

Risk Level: low — This is a routine amendment to a Schedule 13D filing, updating ownership information without indicating a new activist stake or significant transaction.

Key Players & Entities

• CRITERIA CAIXA, S.A.U. (company) — Filing entity
• TELEFÓNICA, S.A. (company) — Subject company
• Adolfo Feijóo Rey (person) — General Counsel for Criteria Caixa

FAQ

Filing Documents

• dp215887_sc13da.htm (SC 13D/A) — 45KB
• dp215887_ex9903.htm (EX-99.3) — 308KB
• dp215887_ex9904.htm (EX-99.4) — 391KB
• dp215887_ex9905.htm (EX-99.5) — 91KB
• image_001.jpg (GRAPHIC) — 2KB
• 0000950103-24-011521.txt ( ) — 839KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended and restated to read in its entirety as follows

Item 3 is hereby amended and restated to read in its entirety as follows: Criteria Caixa acquired the Ordinary Shares reported in this Schedule 13D as a result of the Prior Purchases, the Original SPA and the First A&R SPA (each such term as defined below). Between December 27, 2017 and April 4, 2024, Criteria Caixa acquired 196,425,060 Ordinary Shares from various holders in the open market and in over-the-counter transactions (collectively, the “ Prior Purchases ”). The aggregate purchase price of such Ordinary Shares was approximately €1,013,328,705, which Criteria Caixa funded from its working capital. On April 5, 2024, Criteria Caixa entered into a Share Purchase Agreement (the “ Original SPA ”) with Goldman Sachs International (the “ Dealer ”) to purchase an aggregate of 91.5 million Ordinary Shares (the “ Original Sold Shares ”). The Dealer sold the Original Sold Shares to Criteria Caixa on the date of the Original SPA in exchange for payment of an initial price of €3.977 per Original Share (or €363,895,500 in the aggregate) (the “ First Share Sale Price ”) based on the last closing price of the Ordinary Shares prior to execution of the Original SPA, which Criteria Caixa funded from its working capital. On June 27, 2024, Criteria Caixa and the Dealer entered into an Amended and Restated Share Purchase Agreement (the “ First A&R SPA ”), amending and restating the Original SPA. Pursuant to the First A&R SPA, the Dealer sold an additional 278.8 million Ordinary Shares (the “ Additional Sold Shares ”, and the Additional Sold Shares together with the Original Sold Shares, the “ Number of Shares ”) to Criteria Caixa on the date of the First A&R SPA in exchange for payment of an initial price of €3.993 per Additional Sold Share (or €1,113,142,853 in the aggregate) (the “ Second Share Sale Price ”) based on the last closing price of

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer .

(d) is hereby amended and restated to read as follows

Item 5(d) is hereby amended and restated to read as follows: (d) Except as set forth in the Share Pledge Agreement, no person is known to Criteria Caixa to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares held by Criteria Caixa. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

is hereby amended and restated to read as follows

Item 6 is hereby amended and restated to read as follows: On April 5, 2024, Criteria Caixa entered into the Original SPA with the Dealer to purchase the Original Sold Shares. The Dealer sold the Original Sold Shares to Criteria Caixa on the date of the Original SPA in exchange for payment of the First Share Sale Price. On June 27, 2024, Criteria Caixa and the Dealer entered into the First A&R SPA, amending and restating the Original SPA. Pursuant to the First A&R SPA, the Dealer sold the Additional Sold Shares to Criteria Caixa on the date of the First A&R SPA in exchange for payment of the Second Share Sale Price. The First A&R SPA amended the terms of the Original SPA to provide that the Benchmark Price for the Number of Shares will generally be based on the daily volume-weighted average price of the Ordinary Shares during the calculation period of the First A&R SPA minus a discount, with such Benchmark Price subject to adjustment pursuant to the terms and conditions of the First A&R SPA and not to exceed an agreed cap price. At final settlement of the transactions under the First A&R SPA, which is expected to occur no later than the second quarter of 2025, with respect to each of the Number of Shares (i) if the Benchmark Price exceeds the Initial Price, Criteria Caixa will pay such excess to the Dealer, and (ii) if the Initial Price exceeds the Benchmark Price, the Dealer will pay such excess to Criteria Caixa. On July 31, 2024, (i) Criteria Caixa, as pledgor, the Dealer, as the secured party, and CaixaBank, as custodian, entered into the Share Pledge Agreement creating a security interest in favor of the Dealer in respect of the Pledged Shares; (ii) Criteria Caixa, as pledgor, the Dealer, as the secured party, and CaixaBank, as the account bank, entered into the Account Pledge Agreement creating a security interest in favor of the Dealer in respect of the Cash. The Share Pledge Agreement and the Account Pledge Agreement secure Criteria Caixa’s obligatio

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended and restated to read as follows

Item 7 is hereby amended and restated to read as follows: Page 4 of 6 Pages Exhibit No. Description 99.1 Original SPA between Criteria Caixa and the Dealer, dated April 5, 2024 (incorporated by reference to Exhibit 99.1 to the Initial Statement). 99.2 First A&R SPA between Criteria Caixa and the Dealer, dated June 27, 2024 (incorporated by reference to Exhibit 99.2 to Amendment No. 1). 99.3 Share Pledge Agreement between Criteria Caixa, the Dealer and CaixaBank, dated July 31, 2024 99.4 Account Pledge Agreement between Criteria Caixa, the Dealer and CaixaBank, dated July 31, 2024 99.5 Second A&R SPA between Criteria Caixa and the Dealer, dated July 31, 2024 Page 5 of 6 Pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: August 2, 2024 CRITERIA CAIXA, S.A.U. By: /s/ Ángel Simón Grimaldos Name: Ángel Simón Grimaldos Title: Chief Executive Officer Page 6 of 6 Pages

View Full Filing

View this SC 13D/A filing on SEC EDGAR