Citizens Financial Group Announces Pricing of Subordinated Note and Bank Senior Note Offerings

PROVIDENCE, R.I.--(BUSINESS WIRE)-- Citizens Financial Group, Inc. (NYSE: CFG) today announced the pricing of two debt offerings: (1) a CFG offering of $750 million aggregate principal amount of 4.300% Subordinated Notes due 2025 (the “Subordinated Notes”), and (2) a Citizens Bank, N.A. (the “Bank” or “CBNA” ), a wholly-owned subsidiary of CFG, offering of $750 million aggregate principal amount of 2.300% senior unsecured notes due 2018 (the “Bank Senior Notes”).

Both offerings are expected to close on December 3, 2015, subject to customary closing conditions.

CFG Subordinated Notes Offering

CFG intends to use the net proceeds of the Subordinated Notes offering to repurchase $750 million of existing CFG subordinated notes currently held by The Royal Bank of Scotland Group plc (“RBS”), pursuant to the previously announced agreement between CFG and RBS to reduce RBS’s ownership of CFG subordinated notes. Specifically CFG will retire, $333 million of CFG’s 4.771% subordinated notes due 2023, $334 million of CFG’s 4.691% subordinated notes due 2024 and $83 million of CFG’s 4.153% subordinated notes due 2024, all currently held by RBS.

Credit Suisse, RBS, Morgan Stanley and Citigroup are acting as joint bookrunning managers of the Subordinated Notes offering.

CBNA Senior Notes Offering

The Bank Senior Notes, which will further diversify CBNA’s funding sources, are being offered under the Bank’s Global Bank Note Program. The Bank intends to use the net proceeds of the Bank Senior Notes offering for general corporate purposes.

Morgan Stanley, Credit Suisse, BofA Merrill Lynch, Barclays and Mizuho Securities are acting as bookrunners for the Bank Senior Notes offering.

General

The Subordinated 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 Subordinated 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 Subordinated 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, RBS Securities Inc. at 1-866-884-2071, Morgan Stanley & Co. LLC at 1-866-718-1649 or Citigroup Global Markets Inc. at 1-800-831-9146.

The Bank 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 Bank 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 Bank 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 Bank 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 Bank 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 Subordinated Notes or the Bank Senior Notes, nor shall there be any sale of the Subordinated Notes or Bank 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 $135.4 billion in assets as of September 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.

Cautionary Statement About Forward-Looking StatementsThis 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, including any statement regarding the closing of the offerings described or the use of the related proceeds, 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 SEC on March 3, 2015.

CFG-IR

View source version on businesswire.com: http://www.businesswire.com/news/home/20151201006184/en/

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

Source: Citizens Financial Group, Inc.

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