Classification: Confidential
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Filed pursuant to Rule 433 Dated March 11, 2022 Registration No. 333-231902 |
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Lloyds Banking Group plc USD 1,000,000,000 3.511% Senior Callable Fixed-to-Fixed Rate Notes due 2026 |
Pricing Term Sheet:
| Issuer (LEI number) | Lloyds Banking Group plc (549300PPXHEU2JF0AM85) |
| Status | Senior, Unsecured |
| Format | SEC Registered Global Notes – Fixed-to-Fixed Rate |
| Expected Issue Ratings* | A2 (Moody’s) / BBB+ (S&P) / A (Fitch) |
| Principal Amount | USD 1,000,000,000 |
| Denomination | USD 200,000 and integral multiples of USD 1,000 in excess thereof |
| Pricing Date | March 11, 2022 |
| Expected Settlement / Issue Date** | March 18, 2022 (T+5) |
| Maturity Date | March 18, 2026 |
| Optional Redemption | The Issuer may redeem the Senior Notes in whole (but not in part) in its sole discretion on March 18, 2025 |
| Initial Coupon | 3.511% per annum, payable semi-annually in arrears |
| Interest Payment Dates |
From, and including, March 18, 2022 to, but excluding, March 18, 2025 (the “Initial Fixed Rate Period”), interest will be payable on the Senior Notes semi-annually in arrears on March 18 and September 18 each year, beginning on September 18, 2022
From, and including, March 18, 2025 to, but excluding, March 18, 2026 (the “Reset Fixed Rate Period”), interest will be payable on the Senior Notes semi-annually in arrears on September 18, 2025 and March 18, 2026 |
| Reference Benchmark Treasury | 1.500% due 15 Feb 2025 |
| Reference Benchmark Treasury Price / Yield | 98-26 ¾ / 1.911% |
| Reoffer Spread to Benchmark Treasury | +160 bps |
| Fixed Rate Reoffer Yield | 3.511% |
| Issue Price / Re-Offer Price | 100.000% |
| Redemption Price | 100.000% |
| Underwriting Commission | 0.150% |
| All-in Price | 99.850% |
| Net Proceeds to the Issuer before expenses | USD 998,500,000 |
Classification: Confidential
| Filed pursuant to Rule 433 Dated March 11, 2022 Registration No. 333-231902 |
| Fixed Rate Period Day Count Fraction | 30/360 |
| Initial Fixed Rate Period Business Day Convention | Following, Unadjusted |
| Change of Fixed Rate of Interest after Optional Redemption Date | |
| Reset Fixed Rate Period Coupon | 1-yr U.S. Treasury Rate (as defined in the preliminary prospectus supplement dated March 11, 2022 (the “Preliminary Prospectus Supplement”) +160 bps during the Reset Fixed Rate Period |
| Reset Determination Date | The second business day immediately preceding the Reset Date |
| Reset Date | March 18, 2025 |
| Reset Fixed Rate Period Day Count Fraction | 30/360 |
| Reset Fixed Rate Period Business Day Convention | Following, Unadjusted |
| Optional Redemption Notice Period | At least five business days but no more than thirty business days prior to the Optional Redemption Date |
| 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 |
| Joint Bookrunners | BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Lloyds Securities Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC |
| Co-Managers | BMO Capital Markets Corp., Santander Investment Securities Inc. and Scotia Capital (USA) Inc. |
| Expected Listing | New York Stock Exchange |
| Governing Law | The Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York |
| MREL Eligibility | Intended to qualify as MREL and all applicable eligibility conditions to be met |
| Waiver of Set-Off | Yes – set-off rights waived, as further described in the Preliminary Prospectus Supplement |
| Events of Default | Restricted |
| Senior Notes Restricted Events of Default | Applicable |
| Capital Disqualification Event Call | Not Applicable |
| Loss Absorption Disqualification Event Redemption | The Issuer may, at its option (but subject to, if and to the extent then required by the Relevant Regulator (as defined in the Preliminary Prospectus Supplement) or the Loss Absorption Regulations (as defined in the Preliminary Prospectus Supplement), its giving notice to the Relevant Regulator and the Relevant Regulator granting it permission), redeem all but not some only of a series of the Senior Notes outstanding at any time at 100% of their principal amount plus interest if, immediately prior to the giving of the notice referred to above, it notifies the Trustee that a Loss Absorption Disqualification Event (as defined in the Preliminary Prospectus Supplement) has occurred (as further described under “Description of the Senior Notes — Loss Absorption Disqualification Event Redemption” in the Preliminary Prospectus Supplement). |
Classification: Confidential
| Filed pursuant to Rule 433 Dated March 11, 2022 Registration No. 333-231902 |
| Agreement with Respect to the Exercise of U.K. Bail-in Power |
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes by acquiring or holding the Senior Notes, each holder (including each beneficial owner) of the Senior 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 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 Lloyds Banking Group plc or another person (and the issue to or conferral on the holder of such shares, securities or obligations), including by means of amendment, modification or variation of the terms of the Senior Notes; 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; any 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. 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 each beneficial owner of the Senior Notes further acknowledges and agrees 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 Lloyds Banking Group plc and the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the 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, 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. |
| Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power | No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by Lloyds Banking Group plc under the laws and regulations of the United Kingdom applicable to Lloyds Banking Group plc. |
| ISIN | US53944YAR45 |
| CUSIP | 53944Y AR4 |
| Singapore SFA Product Classification | In connection with Section 309B of the Securities and Futures Act 2001 (2020 revised Edition) of Singapore (the “SFA”) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). |
| Target Market |
UK MIFIR professionals/ECPs-only/ No UK PRIIPs KID– Manufacturer target market (UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as not available to retail in UK |
Classification: Confidential
| Filed pursuant to Rule 433 Dated March 11, 2022 Registration No. 333-231902 |
| MiFID II professionals/ECPs-only/ No EU PRIIPs KID– Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) has been prepared as not available to retail in EEA |
*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 BofA Securities, Inc. toll-free at 1-800-294-1322, Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, J.P. Morgan Securities LLC at 1-212-834-4533, Lloyds Securities Inc. collect at 1-212-930-5039, RBC Capital Markets, LLC toll-free at 866-375-6829 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
**We currently expect delivery of the Senior Notes to occur on or about March 18, 2022, which will be the fifth business day following the pricing of the Senior Notes (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two Business Days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Senior Notes on the date of pricing or the next two succeeding Business Days will be required, by virtue of the fact that the Senior Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Senior Notes who wish to trade Senior Notes on the date of pricing or the next two succeeding Business Days should consult their own advisors.
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.