Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
January 05 2017 - 6:04AM
Edgar (US Regulatory)
Filed
pursuant to Rule 433
Dated
January 4, 2017
Registration
No. 333-211791
Free
Writing Prospectus
(To
Preliminary Prospectus Supplement dated January 4, 2017 and Prospectus dated June 2, 2016)
$1,500,000,000 3.000% Senior Notes due 2022
Final Pricing Term Sheet
Issuer:
|
Lloyds Banking Group plc (“LBG”)
|
Expected Ratings*:
|
Baa1 / BBB+ / A+ (Moody’s (Stable), S&P (Negative), Fitch (Stable))
|
Status:
|
Senior, Unsecured
|
Format:
|
SEC Registered Global Notes – Fixed Rate
|
Principal Amount:
|
$1,500,000,000
|
Pricing Date:
|
January 4, 2017
|
Expected Settlement Date:
|
January 11, 2017 (T+5)
|
Maturity Date:
|
January 11, 2022 (5 years)
|
Coupon:
|
3.000%
|
Interest Payment Dates:
|
Semi-annually on January 11 and July 11, commencing July 11, 2017
|
Benchmark Treasury:
|
2.000% due December 31, 2021
|
Benchmark Treasury Price / Yield:
|
100-11+ / 1.924%
|
Spread to Benchmark Treasury:
|
UST + 115 bps
|
Re-Offer Yield:
|
3.074%
|
Re-Offer Price:
|
99.659%
|
Underwriting Commission:
|
0.250%
|
Net Proceeds:
|
$1,491,135,000
|
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 Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution
|
|
authority that may result in (i) the reduction
or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all,
or a portion, of the principal amount of, or interest on, the Senior 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 Senior Notes, or amendment of the amount
of interest due on the Senior 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 Senior Notes solely to give effect
to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior
Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior
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, conversion, transfer, modification or suspension 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 LBG or its affiliates, 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 U.K. Financial Services (Banking Reform)
Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise), pursuant to which any obligations of
a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified,
transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for
a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.
A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in
power.
|
Events of Default; Default; Limitation of Remedies:
|
Events of Default
An “Event of Default” with respect
to the Senior Notes shall result if:
·
a
court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or
·
an
effective shareholders’ resolution is validly adopted,
for the winding-up of LBG, other than under
or in connection with a scheme of amalgamation or reconstruction not involving
|
|
a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee
or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes of the relevant series may
declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued
but unpaid interest, and any Additional Amounts (as defined in the Indenture), on the Senior Notes of that series.
Defaults
A “Default” with respect to
the Senior Notes shall result if:
·
any
installment of interest in respect of the Senior Notes of the relevant series is not paid on or before its Interest Payment Date
and such failure continues for 14 days; or
·
all
or any part of the principal of the Senior Notes of the relevant series is not paid when it otherwise becomes due and payable,
whether upon redemption or otherwise, and such failure continues for seven days.
If a Default occurs, the Trustee may commence
a proceeding for the winding-up of LBG, provided that the Trustee may not declare the principal amount of any outstanding Senior
Notes to be due and payable.
Notwithstanding any contrary provisions,
nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect
to the Senior Notes.
|
ISIN:
|
US53944YAC75
|
CUSIP:
|
53944YAC7
|
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., HSBC Securities (USA) Inc., Lloyds Securities Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC
|
* 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.
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, HSBC Securities (USA) Inc. collect at (866)
811-8049, Lloyds Securities Inc. collect at (212) 930-5000, Morgan Stanley & Co. LLC collect at (866) 718-1649, or Wells Fargo
Securities, LLC toll free at 1-800-645-3751.
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 email system.
$1,250,000,000 3.750% Senior Notes due 2027
Final
Pricing Term Sheet
Issuer:
|
Lloyds Banking Group plc (“LBG”)
|
Expected Ratings*:
|
Baa1 / BBB+ / A+ (Moody’s (Stable), S&P (Negative), Fitch (Stable))
|
Status:
|
Senior, Unsecured
|
Format:
|
SEC Registered Global Notes – Fixed Rate
|
Principal Amount:
|
$1,250,000,000
|
Pricing Date:
|
January 4, 2017
|
Expected Settlement Date:
|
January 11, 2017 (T+5)
|
Maturity Date:
|
January 11, 2027 (10 years)
|
Coupon:
|
3.750%
|
Interest Payment Dates:
|
Semi-annually on January 11 and July 11, commencing July 11, 2017
|
Benchmark Treasury:
|
2.000% due November 15, 2026
|
Benchmark Treasury Price / Yield:
|
96-07 / 2.434%
|
Spread to Benchmark Treasury:
|
UST + 140 bps
|
Re-Offer Yield:
|
3.834%
|
Re-Offer Price:
|
99.308%
|
Underwriting Commission:
|
0.350%
|
Net Proceeds:
|
$1,236,975,000
|
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 Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior 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 Senior Notes, or amendment of the
amount of interest due on the Senior 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 Senior Notes solely to
give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner
of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under
the Senior 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, conversion, transfer, modification or suspension 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 LBG or its affiliates, 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 U.K. Financial Services (Banking Reform)
Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise), pursuant to which any obligations of
a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified,
transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for
a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.
A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in
power.
|
Events of Default; Default; Limitation of Remedies:
|
Events of Default
An “Event of Default” with respect
to the Senior Notes shall result if:
·
a
court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or
·
an
effective shareholders’ resolution is validly adopted,
for the winding-up of LBG, other than under
or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee
or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes of the relevant series may
declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued
but
|
|
unpaid interest, and any Additional Amounts
(as defined in the Indenture), on the Senior Notes of that series.
Defaults
A “Default” with respect to
the Senior Notes shall result if:
·
any
installment of interest in respect of the Senior Notes of the relevant series is not paid on or before its Interest Payment Date
and such failure continues for 14 days; or
·
all
or any part of the principal of the Senior Notes of the relevant series is not paid when it otherwise becomes due and payable,
whether upon redemption or otherwise, and such failure continues for seven days.
If a Default occurs, the Trustee may commence
a proceeding for the winding-up of LBG, provided that the Trustee may not declare the principal amount of any outstanding Senior
Notes to be due and payable.
Notwithstanding any contrary provisions,
nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect
to the Senior Notes.
|
ISIN:
|
US53944YAD58
|
CUSIP:
|
53944YAD5
|
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., HSBC Securities (USA) Inc., Lloyds Securities Inc., and Morgan Stanley & Co. LLC
|
* 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.
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, HSBC Securities (USA) Inc. collect at (866) 811-8049, Lloyds Securities Inc. collect at (212) 930-5000 or Morgan
Stanley & Co. LLC collect at (866) 718-1649.
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 email system.
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