05/10/2016

Citizens Financial Group Announces Pricing of $1.0 Billion of Citizens Bank, N.A. Senior Notes

PROVIDENCE, R.I.--(BUSINESS WIRE)-- Citizens Financial Group, Inc. (NYSE: CFG) today announced the pricing of a senior unsecured note offering by Citizens Bank, N.A. (the “Bank”) of $1.0 billion aggregate principal amount of 2.550% senior unsecured notes due May 13, 2021, at an issue price of 99.907% (the “Senior Notes”).

The Senior Notes, which will further diversify CBNA’s funding sources, are being offered under the Bank’s $5.0 billion Global Bank Note Program. The offering is expected to close on May 13, 2016, subject to customary closing conditions. The Bank intends to use the net proceeds of the Senior Notes offering for general corporate purposes.

Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and J.P. Morgan Securities LLC, are acting as joint bookrunners for the offering. Citizens Capital Markets Inc. is acting as a co-manager for the offering.

The Senior Notes are not deposits and are neither insured nor approved by the Federal Deposit Insurance Corporation or any other government agency and are subject to investment risk, including the possible loss of principal. The Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being offered pursuant to an exemption from registration under the Securities Act provided by Section 3(a)(2) thereof. A purchaser of the Senior Notes, in making a purchase, will be deemed to have represented and agreed that it is an institution that is an accredited investor within the meaning of the SEC's Rule 501(a) under the Securities Act, that it is purchasing the Senior Notes for its own account or the account(s) of one or more other investors that are accredited investors and that it, or each of the other accredited investors, owning a beneficial interest in a Senior Note will hold an undivided beneficial interest in a principal amount of not less than $250,000 at all times.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the Senior Notes, nor shall there be any sale of the Senior Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Citizens Financial Group, Inc.
Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $140.1 billion in assets as of March 31, 2016. 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 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 as Citizens Bank, Citizens Commercial Banking and Citizens One. 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 February 26, 2016.

CFG-IR

Citizens Financial Group, Inc.
Media:
Jim Hughes,781-751-5404
or
Investors:
Ellen A. Taylor, 203-900-6854

Source: Citizens Financial Group, Inc.