Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
01 July 2016 - 5:00AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Dated June 30, 2016
Registration No. 333-211791
Free Writing Prospectus
(To Preliminary Prospectus Supplement dated June 30, 2016
and Prospectus dated June 2, 2016)
$1,000,000,000 3.100% Senior Notes due 2021
Final Term Sheet
Issuer:
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Lloyds Banking Group plc (“LBG”)
|
Expected Ratings*:
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Baa1 / BBB+ / A+ (Moody’s (Stable), S&P (Stable), Fitch (Stable))
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Status:
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Senior, Unsecured
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Format:
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SEC Registered Global Notes – Fixed Rate
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Principal Amount:
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$1,000,000,000
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Pricing Date:
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June 30, 2016
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Expected Settlement Date:
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July 6, 2016 (T+3)
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Maturity Date:
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July 6, 2021 (5 years)
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Coupon:
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3.100%
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Interest Payment Dates:
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Semi-annually
on January 6 and July 6, commencing January 6, 2017
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Benchmark Treasury:
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1.125% due June 30, 2021
|
Benchmark Treasury Price / Yield:
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100-17 / 1.016%
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Spread to Benchmark Treasury:
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UST + 210 bps
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Re-Offer Yield:
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3.116%
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Re-Offer Price:
|
99.926%
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Underwriting Commission:
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0.300%
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Net Proceeds:
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$996,260,000
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Agreement with Respect to the Exercise of the U.K. Bail-in Power:
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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 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 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 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:
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US539439AK53
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CUSIP:
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539439AK5
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Day Count Fraction:
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30 / 360
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Denominations:
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$200,000 and integral multiples of $1,000 in excess thereof
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Business Days:
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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
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Business Day Convention:
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Following, unadjusted
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Expected Listing:
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New York Stock Exchange
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Joint Book-Running Managers:
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Citigroup Global Markets Inc.,
HSBC Securities (USA) Inc., Lloyds Securities Inc., Morgan Stanley & Co. LLC
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* 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
Citigroup Global Markets Inc. toll free at
(800) 831-9146, 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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