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Published on 4/14/2011 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Co-operative Bank determines currency, maturity of exchange notes

By Angela McDaniels

Tacoma, Wash., April 14 - Co-operative Bank plc will issue pounds sterling-denominated fixed-rate subordinated notes due April 28, 2021 in the exchange offer for its €184,154,000 of outstanding floating-rate callable step-up dated subordinated notes due 2016, according to a bank news release.

When the offer began, the company had not yet set the maturity or decided whether the new notes would be denominated in euros or pounds.

The bank may issue additional notes for cash.

The amount of new notes to be issued in exchange for each existing note will be calculated by reference to (a) par, (b) the new issue price, which will be calculated by reference to the new issue yield, (c) the exchange ratio and (d) the foreign exchange rate.

The bank will also pay noteholders accrued interest and a cash rounding amount if applicable.

The exchange ratio will be calculated by dividing the exchange price by the new issue price.

The minimum spread to be used in determining the new issue yield for the new notes - the sum of the new issue spread and the reference rate - will be announced on or about April 18.

To participate in the exchange offer, noteholders must tender enough notes to result in the issuance of at least £100,000 principal amount of new notes.

The offer will expire at noon ET on April 19.

The existing notes are redeemable on May 18, but the Manchester, England-based bank said it does not intend to exercise this call option.

The offer is not being made in the United States.

The dealer managers are Goldman Sachs International (44 20 7774 4799 or liabilitymanagement.eu@gs.com), HSBC Bank plc (44 20 7991 1444 or liability.management@hsbcib.com) and J.P. Morgan Securities Ltd. (44 20 7779 2468/44 20 7777 1333 or FIG_Syndicate@jpmorgan.com/sebastien.m.bamsey@jpmorgan.com).

The exchange agent is Lucid Issuer Services Ltd. (contact Sunjeeve Patel or David Shilson at 44 0 20 7704 0880 or co-op@lucid-is.com).


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