07/25/2016

Citizens Financial Group Announces Pricing of $350 Million of Senior Notes

PROVIDENCE, R.I.--(BUSINESS WIRE)-- Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today announced the pricing of an offering of $350 million aggregate principal amount of 2.375% senior unsecured notes due July 28, 2021 at an issue price of 99.948% (the “Senior Notes”).

CFG intends to use the net proceeds of the Senior Notes offering and available cash to repurchase $500 million of CFG subordinated notes currently held by The Royal Bank of Scotland Group plc (“RBS”), pursuant to the previously announced agreement between CFG and RBS. Specifically, CFG will retire $334 million of its 4.082% subordinated notes due 2025 and $166 million of 4.023% subordinated notes due 2024 currently held by RBS. The offering is expected to close on July 28, 2016, subject to customary closing conditions.

Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Citizens Capital Markets Inc. and J.P. Morgan Securities LLC, are acting as underwriters for the Senior Notes offering.

The Senior Notes offering is being made pursuant to an effective shelf registration statement, including a prospectus, filed by CFG with the U.S. Securities and Exchange Commission (“SEC”). Before investing, investors should read the prospectus in that registration statement, the related prospectus supplement and other documents CFG has filed with the SEC for more complete information about CFG and the Senior Notes offering. These documents may be obtained for free by visiting the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the Senior Notes offering will arrange to send you the prospectus contained in the registration statement, together with the related prospectus supplement, if you request it by contacting Credit Suisse Securities (USA) LLC, toll free at 1-800-221-1037, Goldman, Sachs & Co., at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649, Citigroup Global Markets Inc. at 1-800-831-9146, Citizens Capital Markets, Inc. at 1-203-900-6763, or J.P. Morgan Securities LLC collect at 1-212-834-4533.

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 $145.2 billion in assets as of June 30, 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, 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 February 26, 2016.

CFG-IR

Citizens Financial Group, Inc.
Media:
Frank Quaratiello, 617-725-5851
or
Investors:
Ellen A. Taylor, 203-900-6854

Source: Citizens Financial Group, Inc.