Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 17 2016 - 4:56PM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Dated March 17, 2016
Registration No. 333-189150
Free Writing Prospectus
(To Preliminary Prospectus Supplement dated March 17, 2016
and Prospectus dated June 7, 2013)
$1,500,000,000 4.650% Subordinated Debt Securities due 2026
Term Sheet
Issuer: |
Lloyds Banking Group plc |
Expected Issue Ratings*: |
Baa2 / BBB- / A- (Moody’s, S&P, Fitch) |
Status: |
Dated subordinated Tier 2 notes |
Format: |
SEC Registered Global Notes – Fixed Rate |
Aggregate Principal Amount: |
$1,500,000,000 |
Pricing Date: |
March 17, 2016 |
Expected Settlement Date: |
March 24, 2016 (T+5) |
Maturity Date: |
March 24, 2026 |
Coupon: |
4.650% |
Interest Payment Dates: |
Semi-annually on March 24 and September 24, commencing September 24, 2016 |
Benchmark Treasury: |
UST 1.625% due February 15, 2026 |
Benchmark Treasury Price/ Yield: |
97-17 / 1.899% |
Spread to Benchmark Treasury: |
UST + 278 bps |
Reoffer Yield: |
4.679% |
Reoffer Price: |
99.770% |
Underwriting Commissions: |
0.500% |
Net Proceeds: |
$1,489,050,000 |
Agreement with Respect to the Exercise of the U.K. Bail-in Power: |
Notwithstanding any other agreements, arrangements,
or understandings between us and any holder or beneficial owner of the Subordinated Notes, by purchasing or acquiring the Subordinated
Notes, each holder (including each beneficial owner) of the Subordinated Notes acknowledges, accepts, agrees to be bound by and
consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution
|
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authority that may result in (i) the reduction
or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes; (ii) the conversion of
all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other
obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated Notes, or amendment
of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including by suspending
payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated
Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect
to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become
due and payable (including principal that has become due and payable at the maturity date), but which have not been paid, prior
to the exercise of any U.K. bail-in power. Each holder and beneficial owner of the Subordinated Notes further acknowledges and
agrees that the rights of the holders and/or beneficial owners under the Subordinated Notes are subject to, and will be varied,
if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in
power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements
relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United
Kingdom in effect and applicable in the United Kingdom to us and the Group, including but not limited to any such laws, regulations,
rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation
of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and
investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended
from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant to which obligations
of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended,
transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference
to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).
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ISIN: |
US53944YAB92 |
CUSIP: |
53944YAB9 |
Day Count Fraction: |
30 / 360 |
Denominations: |
$200,000 and integral multiples of $1,000 in excess thereof. |
Business Days: |
Means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London |
Business Day Convention: |
Following, unadjusted |
Expected Listing: |
New York Stock Exchange |
Joint-Book Running Managers: |
Goldman, Sachs & Co., J.P. Morgan Securities LLC, Lloyds Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated |
* Note: A securities rating is not a recommendation
to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time, and each rating should
be evaluated independently of any other rating.
It is expected that delivery of the Subordinated Notes will
be made against payment thereof on or about March 24, 2016, which will be five business days (as such term is used for purposes
of Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the date hereof
(such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary
market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the securities on the date of pricing or the next succeeding business day will be required,
by virtue of the fact that the securities initially will settle in T+5 to specify an alternative settlement cycle at the time of
any such trade to prevent failed settlement. Purchasers of the securities who wish to make such trades should consult their own
advisors.
Lloyds Banking Group plc has filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents Lloyds Banking Group plc has filed with the SEC for more
complete information about Lloyds Banking Group plc and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, Lloyds Banking Group plc and, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free
at (866) 471-2526, J.P. Morgan Securities LLC collect at (212) 834-4533, Lloyds Securities Inc. collect at (212) 930-5000 and Merrill
Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) 294-1322.
Lloyds Banking Group plc and its subsidiaries may participate
in benchmarks in any one or more of the following capacities; as administrator, submitter or user. Benchmarks may be referenced
by Lloyds Banking Group plc for internal purposes or used to reference products, services or transactions which we provide or carry
out with you. More information about Lloyds Banking Group plc’s participation in benchmarks is set out in the Benchmark
Transparency Statement.
Any legends, disclaimers or other notices that may appear
below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been
automatically generated as a result of this communication having been sent via Bloomberg or another system.
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