03/25/2015
Citizens Financial Group Announces Pricing of Secondary Common Stock Offering by RBS Group
PROVIDENCE, R.I--(BUSINESS WIRE)--
Citizens Financial Group, Inc. (NYSE: CFG) today announced The Royal
Bank of Scotland Group plc (“RBS”), through a subsidiary, has agreed to
sell 135 million shares, or 25%, of CFG’s outstanding common stock at a
price to the public of $23.75 per share. CFG will not be issuing or
selling common stock and will not receive any proceeds from the
completion of the offering. The offering is expected to close on March
30, 2015.
The underwriters have a 30-day option to purchase up to an additional
20.25 million shares at the secondary offering price, less the
underwriting discount to cover overallotments, if any.
Upon closing of the offering, assuming no exercise of the overallotment,
RBS’s ownership stake in CFG common stock will be reduced from 384.7
million shares, or 70.3%, to 249.7 million shares, or 45.6%. If the
overallotment option is exercised in full, RBS’s remaining stake would
be 229.5 million shares, or 41.9%.
The offering is being made through joint global coordinators and joint
book-running managers Morgan Stanley and Goldman, Sachs & Co. and joint
book-running managers J.P. Morgan and Citigroup. Additionally, Credit
Suisse, Deutsche Bank Securities, RBS, UBS Investment Bank and Wells
Fargo Securities are also acting as joint book-running managers.
The prospectus relating to the offering may be obtained from: Morgan
Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention:
Prospectus Department; Goldman, Sachs & Co., Attention: Prospectus
Department, 200 West Street, New York, New York 10282, via telephone:
1-866-471-2526 or via email: [email protected]; J.P. Morgan
Securities LLC, Attention: Prospectus Department, 1155 Long Island
Avenue, Edgewood, NY 11717, via telephone: 866-803-9204; and Citigroup,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, via telephone: 800-831-9146.
A registration statement relating to these securities was filed with and
declared effective by the Securities and Exchange Commission. This press
release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction.
About Citizens Financial Group, Inc.
Citizens Financial Group Inc. is one of the nation’s oldest and largest
financial institutions, with $132.9 billion in assets as of December 31,
2014. Headquartered in Providence, Rhode Island, Citizens offers a broad
range of retail and commercial banking products and services to
individuals, small businesses, middle-market companies, large
corporations and institutions. Consumer Banking helps its retail
customers “bank better” with mobile and online banking, a 24/7 customer
contact center and the convenience of approximately 3,200 ATMs and
approximately 1,200 Citizens Bank and Charter One branches in 11 states
in the New England, Mid-Atlantic and Midwest regions. Citizens also
provides mortgage lending, auto lending, student lending and commercial
banking services in selective markets nationwide. Citizens Commercial
Banking offers corporate, institutional and not-for-profit clients a
full range of wholesale banking products and services including lending
and deposits, capital markets, treasury services, foreign exchange and
interest hedging, leasing and asset finance, specialty finance and trade
finance. Citizens operates via its subsidiaries Citizens Bank, N.A., and
Citizens Bank of Pennsylvania. Additional information about Citizens and
its full line of products and services can be found at
www.citizensbank.com.
Cautionary Statement About Forward-Looking Statements
This news release contains forward-looking statements within the Private
Securities Litigation Reform Act of 1995. Any statement that does not
describe historical or current facts is a forward-looking statement.
These statements often include the words “believes,” “expects,”
“anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,”
“initiatives,” “potentially,” “probably,” “projects,” “outlook” or
similar expressions or future or conditional verbs such as “may,”
“will,” “should,” “would,” and “could.”
Forward-looking statements are based upon the current beliefs and
expectations of management, and on information currently available to
management. Our statements speak as of the date hereof, and we do not
assume any obligation to update these statements or to update the
reasons why actual results could differ from those contained in such
statements in light of new information or future events. We caution you,
therefore, against relying on any of these forward-looking statements.
They are neither statements of historical fact nor guarantees or
assurances of future performance.
More information about factors that could cause actual results to differ
materially from those described in the forward-looking statements can be
found under “Risk Factors” in our Annual Report on Form 10-K filed with
the United States Securities and Exchange Commission on March 3, 2015.
CFG-IR
Citizens Financial Group, Inc.
Media:
Jim Hughes,
781-751-5404
or
Investors:
Ellen A. Taylor,
203-897-4240
Source: Citizens Financial Group, Inc.
