RBS gets tenders for $3.9 billion in oversubscribed tender offer for 18 series of its preferreds

By Susanna Moon

Chicago, May 4 - Royal Bank of Scotland Group plc and National Westminster Bank plc said investors tendered $3,904,266,527.60 of 18 series of preferred securities.

The offer for up to $3.2 billion liquidation preference/principal amount of the securities expired at midnight ET on May 3.

The results are preliminary, and the proration factors for the preferreds have not been finalized.

The breakdown for the tendered securities is:

• $395,901,700 in the offer for up to $585 million of RBS' $650 million series R American Depositary Shares representing 6.125% noncumulative preferreds, series R, at a price of $14.00 per $25.00 security;

• $302,917,325 in the offer for up to $495 million of RBS' $550 million series P ADSs representing 6.25% noncumulative preferreds, series P, at $14.00 per $25.00 security;

• $346,853,275 in the offer for up to $832.5 million of RBS' $925 million series M ADSs representing 6.4% noncumulative preferreds, series M, at $14.00 per $25.00 security;

• $447,171,000 in the offer for up to $900 million of RBS' $1 billion series N ADSs representing 6.35% noncumulative preferreds, series N, at $14.00 per $25.00 security;

• $288,774,000 in the offer for up to $855 million of RBS' $950 million series S ADSs representing 6.6% noncumulative preferreds, series S, at $14.00 per $25.00 security;

• $158,826,550 in the offer for up to $607 million of RBS' $675 million series Q ADSs representing 6.75% noncumulative preferreds, series Q, at $14.00 per $25.00 security;

• $318,854,025 in the offer for up to $1.44 billion of RBS' $1.6 million series T ADSs representing 7.25% noncumulative preferreds, series T, at $14.75 per $25.00 security;

• $487,090,000 in the offer for up to $1,499,900,000 of RBS' $1.5 billion series U ADSs representing 7.64% noncumulative preferreds, series U, at 66% of par;

• $99,303,075 in the offer for up to $765 million of RBS' $850 million series L ADSs representing 5.75% category II noncumulative preferreds, series L, at $16.25 per $25.00 security;

• $57,808,649.53 in the offer for up to $270 million of RBS' $300 million series H ADSs representing 7.25% noncumulative preferreds, series H, at $19.25 per $25.00 security;

• $43,614,803.07 in the offer for up to $180 million of RBS' $200 million series F ADSs representing 7.65% noncumulative preferreds, series F, at $20.00 per $25.00 security;

• $54,270,125 in the offer for up to $270 million of National Westminster's $300 million series C ADSs representing 7.76% noncumulative preference shares, series C, at $21.25 per $25.00 security;

• $194,326,000 in the offer for up to $470.2 million of RBS Capital Trust IV's $1 billion floating-rate noncumulative trust preferreds at 52% of par;

• $175,407,000 in the offer for up to $321,925,000 of RBS Capital Trust I's $850 million 4.709% noncumulative trust preferreds at 66% of par;

• $215,407,000 in the offer for up to $356,526,000 of RBS Capital Trust III's $950 million 5.512% noncumulative trust preferreds at 66% of par;

• $144,573,000 in the offer for up to $393,572,000 of RBS Capital Trust II's $650 million 6.425% noncumulative trust preferreds at 67% of par;

• $81,825,000 in the offer for any and all of RBS' $563,705,000 6.99% fixed-rate/floating-rate preferred capital securities at 74% of par; and

• $91,344,000 in the offer for up to $685,571,000 of RBS' $761,746,000 7.648% perpetual regulatory tier 1 securities, series 1, at 86% of par.

The securities are listed in order of acceptance priority level.

Offer terms

Holders will receive accrued dividends/interest in addition to the prices noted above.

Settlement is expected to occur May 6.

The offers are subject to the settlement date occurring no later than June 7 and the approval of the group's shareholders. No offer is conditioned on the successful completion of any other.

Her Majesty's Treasury holds 68.39% of the issued ordinary shares of the group and had indicated to the RBS board of directors that it supported the tender offer.

RBS noted that dividends/interest on the trust preferreds, the 6.990% fixed-rate/floating-rate preferred capital securities and the series M, N, P, Q, R, S, T and U preferreds will be deferred for two years beginning April 30 as part of the State aid commitments given in connection with the State aid restructuring plan of the group.

RBS Securities Inc. is the global arranger and joint lead dealer manager, Banc of America Securities LLC and Morgan Stanley & Co. Inc. are lead dealer managers, and J.P. Morgan Securities Inc. and HSBC Securities (USA) Inc. are dealer managers.

D.F. King & Co., Inc. (banks and brokers call collect at 212 269-5550; others call 800 859-8511) is the information agent, and BNY Mellon Shareowner Services LLC is the tender agent.

RBS is the Edinburgh-based holding company for a banking and financial services group.

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