Business Context and Reporting Period
This Form 6-K, filed on November 21, 2013, reports the execution of a Senior Debt Underwriting Agreement by Lloyds Bank plc (Issuer) and Lloyds Banking Group plc (Guarantor). The filing incorporates the agreement dated November 20, 2013, regarding the issuance of senior debt securities under an automatic shelf registration statement (Form F-3, No. 333-189150).
Key Financial Metrics and Transaction Details
The filing details a specific debt issuance rather than periodic financial performance metrics (revenue, profit, or cash flow). Key transaction figures include:
- Aggregate Principal Amount: $1,000,000,000
- Security Type: 2.3% Senior Notes due 2018
- Interest Rate: 2.3% per annum
- Maturity Date: November 27, 2018
- Price to Public: 99.840% of principal
- Purchase Price by Underwriters: 99.49% of principal
- Underwriting Commission: 0.35%
- Guarantee: Full and unconditional guarantee by Lloyds Banking Group plc
- Listing: The New York Stock Exchange
Material Changes and Underwriting Structure
The transaction represents a new issuance of debt to raise capital. The securities are being underwritten on a firm commitment basis by a syndicate led by Goldman Sachs & Co., J.P. Morgan Securities LLC, Lloyds Securities Inc., Morgan Stanley & Co. LLC, and UBS Securities LLC. The total principal amount of $1 billion is allocated among the underwriters as follows:
- Goldman Sachs & Co.: $192,857,250
- J.P. Morgan Securities LLC: $192,857,250
- Lloyds Securities Inc.: $228,571,000
- Morgan Stanley & Co. LLC: $192,857,250
- UBS Securities LLC: $192,857,250
The filing states that the company's audited consolidated financial statements for the years ended December 31, 2012, 2011, and 2010, prepared in accordance with IFRS, are incorporated by reference. The filing asserts no material adverse change in the company's condition since the dates of those statements.
Guidance, Risks, and Contingencies
Management Commentary and Use of Proceeds: The company intends to apply the net proceeds from the sale of the securities as set forth in the Prospectus (specific use not detailed in this text). The transaction is governed by New York law.
Risks and Termination Rights: The underwriters retain the right to terminate the agreement prior to delivery if there is a material adverse change in the company's condition, a downgrade of the company's credit rating by Moody's, S&P, or Fitch, or significant disruptions in financial markets or banking services.
Legal and Regulatory: The company represents compliance with the U.S. Foreign Corrupt Practices Act, UK Bribery Act, and money laundering statutes. The securities are subject to the Trust Indenture Act of 1939.
Investor Verification Checklist
- Verify the final use of proceeds as detailed in the full Prospectus and Pricing Agreement.
- Confirm the current credit ratings of Lloyds Bank plc and Lloyds Banking Group plc with Moody's, S&P, and Fitch.
- Review the full Disclosure Package for specific covenants and redemption provisions not fully detailed in this summary.
- Check the latest Form 20-F for updated financial statements and risk factors beyond the 2012 audited data referenced herein.
- Confirm the settlement date (November 27, 2013) and interest payment schedule (May 27 and November 27).