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 $700 million aggregate principal amount of 1.875% senior notes due 2017 and $300 million aggregate principal amount of floating-rate notes due 2017. The notes were underwritten by RBS Securities Inc. as sole bookrunner and joint lead manager, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC as joint bookrunners,  BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., CIBC World Markets Corp., National Bank of Canada Financial Inc., and TD Securities (USA) LLC as co-managers. The notes contain a contractual recognition of the possibility of bail-in by the U.K. regulatory authorities.  

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 and associates Phillip G. Sharp, Christian Lang and Elisabeth Milan. Partner John D. Paton provided U.S. tax advice. Partner Jonathan Cooklin and counsel David Wilson provided U.K. tax advice. Counsel Catherine L. Martin provided 1940 Act advice. Members of the Davis Polk team are based in the London and New York offices.