08/04/2015

Citizens Financial Group Announces Closing of Subordinated Debt and Share Repurchase Transactions

RBS Stake in Citizens Reduced to 20.9%

PROVIDENCE, R.I.--(BUSINESS WIRE)-- Citizens Financial Group, Inc. (NYSE: CFG) today announced the closing of its offering of $250 million aggregate principal amount of its 4.350% Subordinated Notes due 2025 (the “Offering”).

The net proceeds of the Offering were used to fund the repurchase of approximately 9.62 million shares of CFG’s common stock from a subsidiary of The Royal Bank of Scotland Group plc (“RBS”) at a price of $26.00 per share which equaled the price to the public under RBS’s underwritten public offering of CFG common shares which closed yesterday. The Offering closed on July 31, 2015, and the share repurchase closed yesterday.

Immediately following completion of the share repurchase transaction, RBS’s remaining ownership stake in CFG’s outstanding common shares was approximately 20.9%. The Offering and share repurchase transaction are part of CFG’s capital action plan as reviewed by the Federal Reserve Board in its 2015 Comprehensive Capital Analysis and Review process.

A registration statement relating to the Offering 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 $137.3 billion in assets as of June 30, 2015. 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. In Consumer Banking, Citizens 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 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 select markets nationwide. In Commercial Banking, Citizens 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 through 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 Taylor, 203-900-6854

Source: Citizens Financial Group, Inc.