Barclays PLC Completes $2.5 Billion SEC-Registered Public Offering

August 14, 2018

S&C client Barclays PLC completed an SEC-registered public offering of $2.5 billion aggregate principal amount of 7.750% fixed rate resetting perpetual subordinated contingent convertible securities (callable September 15, 2023, and every five years thereafter). The securities qualify as Additional Tier 1 capital instruments under applicable U.K. and EU bank capital regulations, and will automatically and mandatorily convert into Barclays ordinary shares if the ratio of Barclays “common equity tier 1 capital” to “risk-weighted assets” (in each case calculated pursuant to the applicable regulations on bank capital requirements) is lower than 7.0 percent. The securities have no fixed maturity or required redemption date, and payment of interest on the securities may be cancelled at any time at the sole discretion of Barclays. Barclays relied on SEC class exemptive relief from Rules 101 and 102 of Regulation M obtained by S&C earlier this year for issuances of Additional Tier 1 capital securities to continue to conduct certain market activities in Barclays ordinary shares (and ADSs) during the distribution. The securities are listed on the London Stock Exchange's international securities market. Barclays Capital Inc. acted as bookrunner for the offering.

The S&C London team on the offering consisted of John O'Connor, Evan Simpson, Emily Deddens and Umberto Hassan;  Eric Wang and Jennifer Leaphart advise on tax matters.