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Published on 11/7/2016 in the Prospect News Liability Management Daily.

Lloyds to issue €1.42 billion five-year notes, seven-year notes in exchange for eight series

By Susanna Moon

Chicago, Nov. 7 – Lloyds Banking Group plc plans to issue €1,416,667,000 of two series of notes due 2021 and 2023 in the exchange for eight series of notes that ended at 11 a.m. ET on Nov. 4.

Specifically, investors had tendered €614,657,000 of notes in the exchange offer A and €738,911,000 of notes in the euro exchange offer B, according to a company notice.

Lloyds then accepted for exchange €614,523,000 of the euro A notes with plans to issue €638,865,000 principal amount of new euro A notes, according to a company update later in the day.

For the euro B notes, the company accepted €738,911,000 principal amount and will issue €777,802,000 principal amount of new euro B notes.

Lloyds began the exchange on Oct. 27, along with a tender for any and all of five series of notes and a separate maximum tender offer for up to $2 billion of eight other series of its notes.

Investors had tendered $3,296,365,000 of five series of its notes in the any-and-all tender offer that ended at 5 p.m. ET on Nov. 3, with $18,907,000 principal amount of the notes using the guaranteed delivery procedures.

The maximum tender offer will end at 11:59 p.m. ET on Nov. 25.

Lloyds was offering to exchange up to total of €1.5 billion of its euro A new notes and accepted tenders for the following amounts with the notes listed in priority order and pricing set at 9 a.m. ET on Nov. 7:

• €24,655,000 of the €750 million notes due Oct. 9, 2018 with a floating coupon of Euribor plus 50 basis points at an exchange price of 100.75 and exchange ratio of 1.01115;

• €288,945,000 of the €1 billion 0.625% notes due April 20, 2020 at an exchange price of 102.093, set using mid-swaps plus 10 bps for a reference rate of negative 0.083%, an exchange yield of 0.017% and exchange ratio of 1.024628;

• €184,174,000 of the €1 billion 1.875% notes due Oct. 10, 2018 at an exchange price of 103.904, set using the mid-swaps flat for a reference rate of negative 0.156%, an exchange yield of negative 0.156% and exchange ratio of 1.042804;

• €63,902,000 of the €1.35 billion notes due Sept. 10, 2019 with a floating coupon of Euribor plus 45 bps at an exchange price of 101 with an exchange ratio of 1.013659; and

• €52,847,000 of the €1,062,350,000 5.375% notes due Sept. 3, 2019 at an exchange price of 115.5, set using mid-swaps flat for a reference rate of negative 0.116, an exchange yield of negative 0.116 and exchange ratio of 1.159184.

In exchange, Lloyds Banking Group plc will issue €638,865,000 of 0Ύ% euro A notes due Nov. 9, 2021 at a price of 99.639 using a mid-swaps rate of 0.024% for a yield of 0.824%. Pricing for the euro A new notes was set using mid-swaps plus 80 bps.

After settlement on Nov. 9, there will be left outstanding €725,345,000 of floaters due 2018, €711,055,000 of 0.625% notes, €815,826,000 of the 1.875% notes, €1,286,098,000 of the floaters due 2019 and €1,009,503,000 of the 5.375% notes.

Lloyds also was offering to exchange up to total of €1.5 billion of its euro B new notes and accepted tenders for the following amounts with the notes listed in priority order:

• €185,899,000 of the €1.25 billion 1.25% notes due Jan. 13, 2025 at an exchange price of 104.812, set using mid-swaps plus 30 bps for a reference rate of 0.344%, an exchange yield of 0.644% and exchange ratio of 1.05654%;

• €348.82 million of the €1.5 billion 1% notes due Nov. 19, 2021 at an exchange price of 103.605, set using mid-swaps plus 25 bps for a reference rate of 0.027%, an exchange yield of 0.277% and exchange ratio of 1.044373%; and

• €204,192,000 of the €1.25 billion 1.375% notes due Sept. 8, 2022 at an exchange price of 105.607, set using mid-swaps plus 30 bps for a reference rate of 0.1%, an exchange yield of 0.4% and exchange ratio of 1.064554%.

For the euro B offer, Lloyds will issue €777,802,000 of 1% notes Nov. 9, 2023 at a price of 99.203 at a mid-swaps plus 90 bps for a reference rate of 0.219% and yield of 1.119%.

After the exchange, the outstanding amount will be €1,064,101,000 of the 1.25% notes, €1,151,180,000 of the 1% notes and €1,045,808,000 of the 1.375% notes.

Each of these exchange offers was conditioned on enough notes being exchanged to result in the issue of at least €500 million of new notes from each series, but each offer was not conditioned on any minimum amount of tenders.

Holders will be issued new notes in minimum principal amounts of €100,000.

Lloyds previously said it was tendering for the notes “in order to provide the holders of the notes with an opportunity to have their notes repurchased while maintaining a prudent approach to funding and liquidity as part of the group’s ongoing liability management.”

The tender and exchange agent is Lucid Issuer Services Ltd. (attn: David Shilson/Arlind Bytyqi, +44 20 7704 0880 or lloydsbank@lucid-is.com).

The global coordinator is Lloyds Bank (855 400-6511, 212 827-3105, +44 20 7158 2720 or liability.management@lloydsbanking.com).

The joint dealer managers of the tender offers are BNP Paribas (888 210-4358, 212 841-3059, +44 20 7595 8668 or liability.management@bnpparibas.com), Deutsche Bank Securities Inc. (866 627-0391, 212 250-2955, +44 20 7545 8011 or liability.management@db.com) and UBS Ltd. (888 719-4210, 203 719-4210, +44 20 7568 2133 or ol-liabilitymanagement-eu@ubs.com).

The banking and financial services company is based in London.

New notes

Issuer:Lloyds Banking Group plc
Amount:€1,416,667,000
Settlement date:Nov. 9
Five-year notes
Issue:Euro A notes
Amount:€638,865,000
Maturity:Nov. 9, 2021
Coupon:0Ύ%
Price:99.639
Yield:0.824%
Seven-year notes
Issue:Euro B notes
Amount:€777,802,000
Maturity:Nov. 9, 2023
Coupon:1%
Price:99.203
Yield:1.119%

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