TEF Telefonica S.A

Filed: 2 Mar 21, 5:16pm

Washington, D.C. 20549
Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

    For the month of March, 2021

Commission File Number: 001-09531

Telefónica, S.A.
(Translation of registrant's name into English)

Distrito Telefónica, Ronda de la Comunicación s/n,
28050 Madrid, Spain
3491-482 87 00
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

Telefónica, S.A.


ItemSequential Page Number
Telefónica - Agreement for the construction, development and operation of a fiber network in Brazil



TELEFÓNICA, S.A. in compliance with the Securities Market legislation, hereby communicates the following


Telefónica hereby informs that its subsidiaries, Telefônica Brasil S.A.and Telefónica Infra, S.L.U., have reached an agreement with Caisse de dépôt et placement du Québec (“CDPQ”) for the construction, development and operation of a fiber (FTTH) network in Brazil, in mid-sized cities outside the State of Sao Paulo, through a joint venture entity, FiBrasil Infraestrutura e Fibra Ótica S.A. (“FiBrasil”). FiBrasil will operate as an independent open-access wholesale company.

In terms of the shareholding structure of FiBrasil, upon closing of the transaction, Telefónica Group and CDPQ will each hold 50% in FiBrasil under a co-control governance model. Telefónica Group’s 50% participation will be held through Telefônica Brasil, S.A. and Telefónica Infra, S.L.U., each holding a stake of 25%.

Telefônica Brasil, S.A. will contribute approximately 1.6 million FTTH homes passed and will be the anchor tenant of FiBrasil.

The terms of the transaction encompass a total investment by CDPQ of up to R$1.8 billion (approximately 267 million euros at the current exchange rate), comprising payments to both Telefônica Brasil, S.A. and FiBrasil, for a 50% stake in FiBrasil and also certain payments to be made by Telefónica Infra, S.L., in equivalent economic terms, for a 25% stake in FiBrasil. This renders an implied valuation of the brownfield assets contributed by Telefônica Brasil, S.A. of 16.5x OIBDA 2020 Pro-Forma.

CDPQ’s capital contributions, in addition to the expected leverage to be raised by the joint venture, will provide a fully funded business plan to accomplish FiBrasil’s deployment targets (to reach around 5.5 million FTTH homes passed in 4 years).

Among other conditions, the transaction is subject to obtaining the corresponding authorizations from the regulatory authorities.

Madrid, March 2, 2021


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Telefónica, S.A.
Date:March 2, 2021By:/s/ Pablo de Carvajal González
Name:Pablo de Carvajal González
Title:Secretary to the Board of Directors