04/01/2015
Citizens Financial Group Announces Pricing of Private Preferred Stock Offering and Share Repurchase Transaction
PROVIDENCE, R.I.--(BUSINESS WIRE)--
Citizens Financial Group, Inc. (NYSE: CFG) today announced the pricing
of a private offering (the Offering) of $250 million, or 250,000 shares,
of its 5.500% fixed-to-floating rate non-cumulative perpetual Series A
Preferred Stock, liquidation preference $1,000 per share (the Preferred
Stock).
The net proceeds of the Offering will be used to fund the planned
repurchase of approximately 10.47 million shares of CFG’s common stock
from a subsidiary of the Royal Bank of Scotland, plc (RBS). The Offering
is expected to close on April 6, 2015, and the share repurchase is
expected to close on April 7, 2015, subject to customary closing
conditions. Immediately following completion of the share repurchase
transaction, RBS’s remaining ownership stake in CFG’s common shares
outstanding will be approximately 40.8%. The preferred stock issuance
and common stock share repurchase are part of CFG’s capital action plan
as reviewed by the Federal Reserve Board in its 2015 Comprehensive
Capital Analysis and Review process.
The Preferred Stock accrues dividends, on a non-cumulative, semi-annual
basis, beginning on April 6, 2015, at an annual rate equal to 5.500%
through April 6, 2020, after which time it converts to a quarterly
floating-rate basis equal to three-month LIBOR plus 3.960%. CFG may
redeem the Preferred Stock, subject to regulatory approval, on or after
April 6, 2020, or at any time within 90 days of a regulatory capital
treatment event.
The Preferred Stock has not been registered under the Securities Act of
1933, as amended (the Securities Act) or any securities laws of any
jurisdiction and may not be offered or sold except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and such other securities laws. 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 the Preferred Stock
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. The Preferred Stock was offered and sold
only to (i) qualified institutional buyers in reliance on the exemption
from registration provided by Rule 144A under the Securities Act and
(ii) non-U.S. persons outside the United States in offshore transactions
in reliance on Regulation S under the Securities Act. Any offers of
these securities have been made only by means of a private offering
memorandum.
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 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 Taylor, 203-897-4240
Source: Citizens Financial Group, Inc.
