Business Context and Reporting Period
This Form 6-K filing by Lloyds Banking Group plc (LBG) reports the final results of an exchange offer for specified series of outstanding subordinated debt securities issued by HBOS plc and Lloyds Bank plc. The report covers the period ending with the expiration deadline of the offer on December 21, 2015, with the announcement made on December 22, 2015.
Key Financial Metrics
The filing details the principal amounts of debt securities tendered and accepted for exchange. It does not contain standard operating financial metrics such as revenue, profit, cash flow, or liquidity ratios.
| Security Series | Principal Amount Tendered & Accepted (Total) | New Notes to be Issued |
|---|---|---|
| Lloyds Bank plc 6.50% Fixed Rate Lower Tier 2 Notes due 2020 | $1,158,930,000 | $1,353,364,000 (2025 New Notes) |
| HBOS plc 6.00% Subordinated Notes due 2033 | $283,887,000 | $824,082,000 (2045 New Notes) |
| Total Aggregate Principal Tendered | $1,442,817,000 | $2,177,446,000 |
Note: The total tendered amount of approximately $1.44 billion includes $1,133,093,000 and $283,386,000 accepted on the Early Settlement Date, plus $25,837,000 and $501,000 accepted after the Early Participation Date but prior to the Expiration Deadline.
Material Changes
The primary material change is the restructuring of the debt profile through the exchange of "Old Notes" for "New Notes" with extended maturities (2025 and 2045). Following the Final Settlement Date, the outstanding principal for the new series will be $1,353,364,000 for the 2025 notes and $824,082,000 for the 2045 notes.
Guidance, Outlook, and Risks
- Registration Status: The New Notes have not been registered under the U.S. Securities Act of 1933. They may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption.
- Future Obligations: LBG has entered into a Registration Rights Agreement to use commercially reasonable efforts to file a registration statement for an offer to exchange the New Notes for registered notes or to register their resale.
- Settlement: The Final Settlement Date is expected to be December 23, 2015.
Investor Verification Checklist
- Verify the final settlement of the exchange offer on or around December 23, 2015.
- Confirm the issuance of the new 2025 and 2045 notes and their respective CUSIP numbers.
- Review the Registration Rights Agreement to understand the timeline for potential U.S. registration of the New Notes.
- Monitor for any subsequent filings regarding the liquidity or trading status of the New Notes in non-U.S. jurisdictions.