Criteria Caixa Files SC 13D for Telefonica

TL;DR

**Criteria Caixa just filed a 13D on Telefonica. Big shareholder update.**

AI Summary

Criteria Caixa, S.A.U. filed an SC 13D on April 12, 2024, regarding its ownership of Telefonica, S.A. The filing indicates a change in beneficial ownership as of April 5, 2024. Criteria Caixa, S.A.U. is located in Barcelona, Spain, and its General Counsel is Adolfo Feijóo Rey.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of Telefonica, S.A., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or changes in control, which can introduce volatility.

Key Players & Entities

• Criteria Caixa, S.A.U. (company) — Filing person
• Telefonica, S.A. (company) — Subject company
• Adolfo Feijóo Rey (person) — General Counsel for Criteria Caixa, S.A.U.
• April 12, 2024 (date) — Filing date
• April 5, 2024 (date) — Date of event requiring filing

FAQ

Filing Documents

• dp209723_sc13d.htm (SC 13D) — 73KB
• dp209723_ex9901.htm (EX-99.1) — 107KB
• image_001.gif (GRAPHIC) — 2KB
• 0000950103-24-005228.txt ( ) — 184KB

Security and Issuer

Item 1. Security and Issuer . The classes of equity securities to which this Schedule 13D (this “ Schedule 13D ”) relates are the Ordinary Shares, nominal value 1.00 euro per share (the “ Ordinary Shares ”), of Telefónica, S.A., a sociedad anónima incorporated under the laws of Spain (“ Telefónica ” or the “ Issuer ”). Telefónica has its principal offices at Distrito Telefónica, Ronda de la Comunicación, s/n, 28050 Madrid, Spain.

Identity and Background

Item 2. Identity and Background . This Schedule 13D is being filed by CRITERIA CAIXA, S.A.U., a sociedad anónima unipersonal incorporated under the laws of Spain (“ Criteria Caixa ” or the “ Reporting Person ”). Criteria Caixa is a private holding company that manages a diversified asset portfolio focusing on strategic sectors through the acquisition of significant stakes in key companies and real estate assets. The main purpose of Criteria Caixa’s business is to fund the welfare projects of its sole shareholder, Fundación Bancaria Caixa d’Estalvis i Pensions de Barcelona, ”la Caixa” (“ ”la Caixa” Foundation ”). The business addresses of Criteria Caixa is Avenida Diagonal, 621, 08028, Barcelona, Spain. In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the directors and executive officers of Criteria Caixa is set forth in Schedule A to this During the past five years, neither Criteria Caixa and, to the knowledge of Criteria Caixa, none of its directors and executive officers set forth in Schedule A , has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . Criteria Caixa acquired the Ordinary Shares reported in this Schedule 13D as a result of the Transaction (as defined below) and the Prior Purchases (as defined below). On April 5, 2024, Criteria Caixa entered into a share purchase transaction agreement (the “ Share Purchase Agreement ”) with Goldman Sachs International (the “ Dealer ”) to purchase an aggregate of 91.5 million Ordinary Shares (the “ OTC Shares ”) (the “ Transaction ”). The Dealer delivered the OTC Shares to Criteria Caixa at the inception of the Share Purchase Agreement in exchange for payment of an initial price of €3.977 per OTC Share (or €363,895,500 in the aggregate) (the “ Initial Price ”) based on the last closing price of the Ordinary Shares prior to execution of the Share Purchase Agreement. The final price per Ordinary Share for the OTC Shares (the “ Benchmark Price ”) will generally be based on the daily volume-weighted average price of the Ordinary Shares during the calculation period of the Share Purchase Agreement, subject to agreed cap and floor prices and subject to adjustments pursuant to the terms and conditions of the Share Purchase Agreement. At final settlement of the transactions under the Share Purchase Agreement, which is expected to occur no later than the third calendar quarter of 2024, (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. Criteria Caixa’s payment obligations under the Share Purchase Agreement are expected to be funded from its working capital. Additionally, 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 &l

Purpose of Transaction

Item 4. Purpose of Transaction . The information set forth in or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4. Page 3 of 9 Pages Criteria Caixa acquired the Ordinary Shares described in this Schedule 13D for investment purposes. Criteria Caixa’s investment policy focuses on companies with an attractive dividend policy, which dividends are used to fund “la Caixa” Foundation’s welfare projects. Criteria Caixa’s investment in Telefónica has historically served such purpose, having yielded to Criteria Caixa a total of €42 million in dividends in 2023. Criteria Caixa believes that its further investment in Telefónica through the Transaction will continue to support Criteria Caixa’s key priority to provide the funding that allows ”la Caixa” Foundation to carry out its welfare projects. Criteria Caixa intends to review its investment in Telefónica and have discussions with representatives of Telefónica and/or other stockholders of Telefónica from time to time and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action. Mr. Isidro Fainé Casas, director and non-executive Chairman of Criteria Caixa, currently serves as a director and non-executive Vice-Chairman of Telefónica and therefore will engage in regular discussions with Telefónica’s board of directors and management as part of his duties as a director. Mr. Fainé was formerly appointed as a proprietary director ( consejero dominical ) of Telefónica representing CaixaBank, S.A.. On April 12, 2024 the ordinary shareholders’ meeting of Telefónica appointed Mr. Fainé as a proprietary director ( consejero dominical ) of Telefónica representing Criteria Caixa for

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . (a) As of April 5, 2024, Telefónica had 5,750,458,145 Ordinary Shares outstanding. Criteria Caixa beneficially owned 287,925,060 Ordinary Shares, representing approximately 5.0% (rounded off to the nearest tenth from 5.007%) of the total outstanding Ordinary Shares, as of such date. Mr. Fainé, director and non-executive Chairman of Criteria Caixa and director and non-executive Vice-Chairman of Telefónica, beneficially owned 734,461 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.013%) of the total outstanding Ordinary Shares as of April 5, 2024. Mr. Javier Godó Muntañola, director and Second Deputy Chairman of Criteria Caixa, beneficially owned 293 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.000005%) of the total outstanding Ordinary Shares as of April 5, 2024. Mr. Enrique Alcántara-García Irazoqui, director of Criteria Caixa, beneficially owned 73,987 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.001%) of the total outstanding Ordinary Shares as of April 5, 2024. Mr. José Antonio Asiáin Ayala, director of Criteria Caixa, beneficially owned 18,563 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.0003%) of the total outstanding Ordinary Shares as of April 5, 2024. Mr. Marcos Contreras Manrique, director of Criteria Caixa, beneficially owned 395 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.00001%) of the total outstanding Ordinary Shares as of April 5, 2024. Ms. Isabel Estapé Tous, director of Criteria Caixa, beneficially owned 80,338 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.001%) of the total outstanding Ordinary Shares as of April 5, 2024. Mr. Juan Manuel Negro Balbás, dir

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . Exhibit 99.1. Share Purchase Agreement between Criteria Caixa and the Dealer, dated April 5, 2024. Page 6 of 9 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: April 12, 2024 CRITERIA CAIXA, S.A.U. By: /s/ Ángel Simón Grimaldos Name: Ángel Simón Grimaldos Title: Chief Executive Officer Page 7 of 9 Pages Schedule A Directors and Executive Officers of Criteria Caixa The following table sets forth the name, present principal occupation or employment (and business address) and nationality of each director and executive officer of Criteria Caixa. A. Directors Name Present Principal Occupation or Employment and Business Address Nationality Isidro Fainé Casas Non-executive Chairman of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain Spain Juan José López Burniol First Deputy Chairman of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain Spain Javier Godó Muntañola Second Deputy Chairman of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain Spain Ángel Simón Grimaldos Chief Executive Officer of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain Spain Enrique Alcántara-García Irazoqui Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain Spain José Antonio Asiáin Ayala Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain Spain Marcos Contreras Manrique Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcel

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View this SC 13D filing on SEC EDGAR