Lloyds Banking Group plc

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

November 10, 2021

John Banes, Esq.
john.banes@davispolk.com

Re: Lloyds Banking Group plc
       Request for exemptive relief from Exchange Act Rule 14e-1(b)

Dear Mr. Banes:

We are responding to your letter requesting no-action relief dated November 10, 2021 and addressed to Ted Yu and Daniel Duchovny. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of it. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the representations and the facts presented in your letter, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(b) if the Company conducts the Exchange Offer in the manner described in your letter. In issuing this no-action letter, we considered the following facts, among others:

• the formulas for determining each of the Exchange Consideration and New Notes Interest Rate will be disclosed in the Exchange Offer materials disseminated to holders of the Existing Securities;
• each formula will remain fixed throughout the duration of the Exchange Offer (except if there is a change in the formulas, in which case the offer period would be extended unless at least ten business days remain between the date of announcement of such change and the then-scheduled expiration date of the Exchange Offer);
• the preliminary prospectus will disclose the hypothetical Exchange Consideration for each series of the Existing Securities and New Notes Interest Rate, with annexes and detailed schedules (i) setting forth the formula for determining each of the Exchange Consideration per each series of Existing Security and the New Notes Interest Rate, and (ii) illustrating how the hypothetical Exchange Consideration for each series and New Notes Interest Rate have been calculated;
• the Company, via its exchange agent, will provide a website that will enable security holders to calculate a hypothetical Exchange Consideration and New Notes Interest Rate as of the date of a holder’s inquiry;
• the Company will publish the yield on each relevant benchmark U.S. Treasury security and the resulting Exchange Consideration for the relevant series of the Existing Securities and the New Notes Interest Rate, as applicable, on its website as soon as practicable after 2:00 p.m., New York time, on the second business day immediately preceding the expiration date of the Exchange Offer by means of a press release to be issued prior to the close of business (New York time) on the same date; and
• holders of the Existing Securities will retain the right to withdraw tendered securities until the expiration of the Exchange Offer.

This no-action relief is based on the representations made to the Division in your request. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.