Registration: 144A/Reg S; Comments: 10/14/2020 Rolls-Royce plc (ROLLS) approx GBP2bn equivalent (EUR/GBP/USD) (up from GBP1.5bn equivalent and from a minimum GBP1bn expected size)144A/Reg S sr notes 3-part. Ba3/BB-/BB+ (negative/negative/negative). Via BNPP (EUR B&D)/Citi (USD B&D)/GS (GBP B&D) glocos/Santander/Barc/Bayerische Landesbank/CA/HSBC/Lloyds/BofA/Mizuho/MUFG/NatWest/SEB/SMBC Nikko/SocGen/StanChart joint books, Commerz, TD, UniCredit as co-managers. No reg rights. NY law. List: FCA official list and LSE. Clearing/settlement: EUR/GBP notes via Euroclear/Clearstream; US$ notes via DTC. Semi pay (30/360). Settles 10/21 (T+5). SMR at 100 if the rights issue is not completed within 60 days. - EUR750m due Feb 16, 2026 (5.33y). NCL (MWC B+50bp) (3mo par call). Reg S ISIN: XS224432224. IPT 5.00%-5.25%. Px talk: 4.875% area. Launched: EUR750m 4.625% at 100. Priced: 4.625% at 100. +540bp vs DBR 0.50% 02/15/26. - GBP545m (from GBP550m) due Oct 15, 2027 (7y). NCL (MWC G+50bp) (3mo par call). Reg S ISIN: XS224432186. IPT 6.25% area. Px talk: 6.00% area. Launched: GBP545m 5.75% at 100. Priced: 5.75% at 100. +575bp vs UKT 0.125% 01/30/26. - USD1bn due Oct 15, 2027 (7y). NCL (MWC T+50bp) (3mo par call). 144A CUSiP: 77578JAC2. IPT 6.25% area. Px talk: 6.00% area. Launched: USD1bn 5.75% at 100. Priced: 5.75% at 100. +525bp vs 0.375% 09/30/27. Did a Europe/US roadshow 10/06-09 (6th Oct: group investor call and 1x1s and small groups; Wed 7th Oct: 1x1s and small groups; Thu 8th Oct: 1x1s and small groups; Fri 9th Oct: 1x1s and small groups. Books closed: US at COB NYT 10/13; Europe at 11am UKT 10/14. European investors were to reconfirm orders at final terms by 1pm UKT 10/14, US investors were to reconfirm orders by 9am NYT 10/14. The original GBP1bn size UOP: along with the announced rights issue, will be used for enhancing liquidity headroom, for GCP, and to repay upcoming debt maturities as they fall due, including the $500m 2.375% notes due October 2020, (ii) the EUR750m 2.125% notes due June 2021 and (iii) the GBP300m Commercial Paper due March 2021. Proceeds in excess of GBP1bn will be used for GCP, and may also be used to reduce any potential future increase in the UKEF loan. It is part of the recapitalization package announced on 10/01. Biz: manufacturer of jet engines and other integrated high-speed reciprocating engine power systems or use in the air, on land and at sea. HQ: London, UK. Also raising an approx GBP2bn 10 for 3 rights issue for its ordinary shares (6,436,651,043 shares at 32 pence), a GBP1bn new 2y term loan, support in principle from UK Export Finance for an extension of its existing 80% guarantee to back a potential loan increase of up to GBP1bn to its existing GBP 5y term loan. The rights issue is subject to shareholder approval at the general meeting to be held Oct 27, with settlement Nov 11. Underwriters for the rights issue are BNPP, Citi, GS, HSBC, Jefferies and MS as Joint Global Coordinators and CA, Santander, SMBC Nikko and SocGen as Co-lead Managers.; Registration: 144A/Reg S; Comments: 10/14/2020 Rolls-Royce plc (ROLLS) approx GBP2bn equivalent (EUR/GBP/USD) (up from GBP1.5bn equivalent and from a minimum GBP1bn expected size)144A/Reg S sr notes 3-part. Ba3/BB-/BB+ (negative/negative/negative). Via BNPP (EUR B&D)/Citi (USD B&D)/GS (GBP B&D) glocos/Santander/Barc/Bayerische Landesbank/CA/HSBC/Lloyds/BofA/Mizuho/MUFG/NatWest/SEB/SMBC Nikko/SocGen/StanChart joint books, Commerz, TD, UniCredit as co-managers. No reg rights. NY law. List: FCA official list and LSE. Clearing/settlement: EUR/GBP notes via Euroclear/Clearstream; US$ notes via DTC. Semi pay (30/360). Settles 10/21 (T+5). SMR at 100 if the rights issue is not completed within 60 days. - EUR750m due Feb 16, 2026 (5.33y). NCL (MWC B+50bp) (3mo par call). Reg S ISIN: XS224432224. IPT 5.00%-5.25%. Px talk: 4.875% area. Launched: EUR750m 4.625% at 100. Priced: 4.625% at 100. +540bp vs DBR 0.50% 02/15/26. - GBP545m (from GBP550m) due Oct 15, 2027 (7y). NCL (MWC G+50bp) (3mo par call). Reg S ISIN: XS224432186. IPT 6.25% area. Px talk: 6.00% area. Launched: GBP545m 5.75% at 100. Priced: 5.75% at 100. +575bp vs UKT 0.125% 01/30/26. - USD1bn due Oct 15, 2027 (7y). NCL (MWC T+50bp) (3mo par call). 144A CUSiP: 77578JAC2. IPT 6.25% area. Px talk: 6.00% area. Launched: USD1bn 5.75% at 100. Priced: 5.75% at 100. +525bp vs 0.375% 09/30/27. Did a Europe/US roadshow 10/06-09 (6th Oct: group investor call and 1x1s and small groups; Wed 7th Oct: 1x1s and small groups; Thu 8th Oct: 1x1s and small groups; Fri 9th Oct: 1x1s and small groups. Books closed: US at COB NYT 10/13; Europe at 11am UKT 10/14. European investors were to reconfirm orders at final terms by 1pm UKT 10/14, US investors were to reconfirm orders by 9am NYT 10/14. The original GBP1bn size UOP: along with the announced rights issue, will be used for enhancing liquidity headroom, for GCP, and to repay upcoming debt maturities as they fall due, including the $500m 2.375% notes due October 2020, (ii) the EUR750m 2.125% notes due June 2021 and (iii) the GBP300m Commercial Paper due March 2021. Proceeds in excess of GBP1bn will be used for GCP, and may also be used to reduce any potential future increase in the UKEF loan. It is part of the recapitalization package announced on 10/01. Biz: manufacturer of jet engines and other integrated high-speed reciprocating engine power systems or use in the air, on land and at sea. HQ: London, UK. Also raising an approx GBP2bn 10 for 3 rights issue for its ordinary shares (6,436,651,043 shares at 32 pence), a GBP1bn new 2y term loan, support in principle from UK Export Finance for an extension of its existing 80% guarantee to back a potential loan increase of up to GBP1bn to its existing GBP 5y term loan. The rights issue is subject to shareholder approval at the general meeting to be held Oct 27, with settlement Nov 11. Underwriters for the rights issue are BNPP, Citi, GS, HSBC, Jefferies and MS as Joint Global Coordinators and CA, Santander, SMBC Nikko and SocGen as Co-lead Managers.; Registration: 144A/Reg S; Comments: 10/14/2020 Rolls-Royce plc (ROLLS) approx GBP2bn equivalent (EUR/GBP/USD) (up from GBP1.5bn equivalent and from a minimum GBP1bn expected size)144A/Reg S sr notes 3-part. Ba3/BB-/BB+ (negative/negative/negative). Via BNPP (EUR B&D)/Citi (USD B&D)/GS (GBP B&D) glocos/Santander/Barc/Bayerische Landesbank/CA/HSBC/Lloyds/BofA/Mizuho/MUFG/NatWest/SEB/SMBC Nikko/SocGen/StanChart joint books, Commerz, TD, UniCredit as co-managers. No reg rights. NY law. List: FCA official list and LSE. Clearing/settlement: EUR/GBP notes via Euroclear/Clearstream; US$ notes via DTC. Semi pay (30/360). Settles 10/21 (T+5). SMR at 100 if the rights issue is not completed within 60 days. - EUR750m due Feb 16, 2026 (5.33y). NCL (MWC B+50bp) (3mo par call). Reg S ISIN: XS224432224. IPT 5.00%-5.25%. Px talk: 4.875% area. Launched: EUR750m 4.625% at 100. Priced: 4.625% at 100. +540bp vs DBR 0.50% 02/15/26. - GBP545m (from GBP550m) due Oct 15, 2027 (7y). NCL (MWC G+50bp) (3mo par call). Reg S ISIN: XS224432186. IPT 6.25% area. Px talk: 6.00% area. Launched: GBP545m 5.75% at 100. Priced: 5.75% at 100. +575bp vs UKT 0.125% 01/30/26. - USD1bn due Oct 15, 2027 (7y). NCL (MWC T+50bp) (3mo par call). 144A CUSiP: 77578JAC2. IPT 6.25% area. Px talk: 6.00% area. Launched: USD1bn 5.75% at 100. Priced: 5.75% at 100. +525bp vs 0.375% 09/30/27. Did a Europe/US roadshow 10/06-09 (6th Oct: group investor call and 1x1s and small groups; Wed 7th Oct: 1x1s and small groups; Thu 8th Oct: 1x1s and small groups; Fri 9th Oct: 1x1s and small groups. Books closed: US at COB NYT 10/13; Europe at 11am UKT 10/14. European investors were to reconfirm orders at final terms by 1pm UKT 10/14, US investors were to reconfirm orders by 9am NYT 10/14. The original GBP1bn size UOP: along with the announced rights issue, will be used for enhancing liquidity headroom, for GCP, and to repay upcoming debt maturities as they fall due, including the $500m 2.375% notes due October 2020, (ii) the EUR750m 2.125% notes due June 2021 and (iii) the GBP300m Commercial Paper due March 2021. Proceeds in excess of GBP1bn will be used for GCP, and may also be used to reduce any potential future increase in the UKEF loan. It is part of the recapitalization package announced on 10/01. Biz: manufacturer of jet engines and other integrated high-speed reciprocating engine power systems or use in the air, on land and at sea. HQ: London, UK. Also raising an approx GBP2bn 10 for 3 rights issue for its ordinary shares (6,436,651,043 shares at 32 pence), a GBP1bn new 2y term loan, support in principle from UK Export Finance for an extension of its existing 80% guarantee to back a potential loan increase of up to GBP1bn to its existing GBP 5y term loan. The rights issue is subject to shareholder approval at the general meeting to be held Oct 27, with settlement Nov 11. Underwriters for the rights issue are BNPP, Citi, GS, HSBC, Jefferies and MS as Joint Global Coordinators and CA, Santander, SMBC Nikko and SocGen as Co-lead Managers.;