SEC Division of Corporation Finance no-action letter: Lloyds Banking Group plc

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Peter R. Douglas
Davis Polk & Wardwell LLP 212 450 4336 tel
450 Lexington Avenue 212 701 5336 fax
New York, NY 10017 peter.douglas@davispolk.com May 28, 2010 Re: Formula Price Methodology and Acceptance Priority Mechanism in an Exchange Offer by Lloyds Banking Group plc – Rule 14e-1(b) Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Michele M. Anderson, Chief Nicholas P. Panos, Senior Special Counsel Daniel F. Duchovny, Special Counsel Dear Ms. Anderson and Messrs. Panos and Duchovny:
We are writing on behalf of Lloyds Banking Group plc, a Scottish public limited company (the “Company”), in connection with a proposed exchange offer (the “Offer”) by the Company or a subsidiary of the Company to exchange ordinary shares of the Company (“Shares”) for up to all or a portion of four outstanding series of notes issued by banking subsidiaries of the Company (“Notes”). The Offer of Shares would not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and would be made, in reliance on the exemption provided by
Section 4(2) of the Securities Act, only to qualified institutional buyers (as defined in Rule 144A
under the Securities Act) and non-U.S. persons pursuant to Regulation S under the Securities Act. Because the Notes are non-convertible and therefore not “equity securities” within the meaning of Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3a11-1 thereunder, the Offer would be subject to Section 14(e) the Exchange Act and Regulation 14E thereunder, but not Rule 13e-4 or Regulation 14D thereunder. The purpose of our letter is to request that the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) confirm that it will not recommend that the SEC take enforcement action against the Company pursuant to Rule 14e-1(b) under the Exchange Act with the respect to the Company’s use of the Formula Price Methodology and Offer Acceptance Mechanism in the Offer, as described and defined below.