Davis Polk advised The Royal Bank of Scotland plc, a public limited company incorporated in Scotland, on its SEC-registered offering of $500 million aggregate principal amount of 3.25% senior notes due 2014 and $1.5 billion aggregate principal amount of 6.125% senior notes due 2021 guaranteed by The Royal Bank of Scotland Group plc. The senior notes were offered for the retail market. RBS Securities Inc. acted as the sole bookrunner and lead manager and BMO Capital Markets Corp., BNY Mellon Capital Markets LLC, CIBC World Markets Corp., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and TD Securities (USA) LLC acted as co-managers.

The Royal Bank of Scotland Group plc is the holding company of a large global banking and financial services group. Headquartered in Edinburgh, the Group operates in the United Kingdom, the United States and internationally through its three principal subsidiaries, RBS, National Westminster Bank Plc (NatWest) and The Royal Bank of Scotland N.V. (RBS N.V.). Both RBS and NatWest are major United Kingdom clearing banks. RBS N.V. is a bank regulated by the Dutch Central Bank. In the United States, the Group’s subsidiary Citizens Financial Group, Inc. is a large commercial banking organization. The Group has a large and diversified customer base and provides a wide range of products and services to personal, commercial and large corporate and institutional customers.

The Davis Polk corporate team included partner Nigel D. J. Wilson and associates Shih-Jern Liang, Phillip G. Sharp and Jennifer Poh (not yet admitted). Partner John D. Paton and associate Kent Heggerud provided tax advice. All of the members of the Davis Polk team are based in the London office.