Davis Polk Advises The Royal Bank of Scotland Group plc on Its $2 Billion SEC-Registered Notes Offering

Davis Polk advised The Royal Bank of Scotland Group plc, a public limited company incorporated in Scotland, in connection with its SEC-registered shelf takedown of $2 billion aggregate principal amount of 2.55% senior notes due 2015. The notes were underwritten by RBS Securities Inc. as sole bookrunner and lead manager, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as senior co-managers, and BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., HSBC Securities (USA) Inc., nabSecurities, LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and UBS Securities LLC as co-managers.

The Royal Bank of Scotland Group plc (RBSG) is the holding company of a large global banking and financial services group. Headquartered in Edinburgh, RBSG operates in the United Kingdom, the United States and internationally through its two principal subsidiaries, The Royal Bank of Scotland plc (RBS) and National Westminster Bank Plc (NatWest). Both RBS and NatWest are major U.K. clearing banks. In the United States, RBSG’s subsidiary RBS Citizens Financial Group, Inc. is a large commercial banking organization. Globally, RBSG has a 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 Jeffrey M. Oakes, counsel Connie I. Milonakis and associates Pawel J. Szaja and Ashley L. Flucas. Partners John D. Paton and counsel Alon Gurfinkel provided tax advice. Counsel Catherine L. Martin provided 1940 Act advice. Claire Lim was the legal assistant on the transaction. Members of the Davis Polk team are based in the London and New York offices.

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