On May 23, 2022, Citizens Financial Group, Inc. (the “Company”) completed the issuance and sale (the “Offering”) of $400 million aggregate principal amount of 5.641% Fixed-Reset Subordinated Notes due 2037 (the “Notes”). The Offering was completed pursuant to the Prospectus, filed with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-3 (File Number: 333-260150) (the “Registration Statement”), dated October 8, 2021, as supplemented by a Prospectus Supplement dated May 18, 2022 and a free writing prospectus filed on May 18, 2022. In connection with the Offering, the Company entered into an Underwriting Agreement, dated May 18, 2022, with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens Capital Markets, Inc, as representatives of the several underwriters listed on Schedule I thereto.
The Notes were issued under the Indenture, dated as of September 28, 2012 (the “Base Indenture”), as amended by the Fifteenth Supplemental Indenture, dated as of May 23, 2022 (the “Supplemental Indenture” and together with the Base Indenture, the” Indenture”), between the Company and The Bank of New York Mellon, as Trustee. The Notes will bear interest, payable semi-annually, (i) from and including the date of original issuance to, but excluding, May 21, 2032 (the “Reset Date”), at a rate of 5.641% per annum and (ii) from and including the Reset Date to, but excluding, the Maturity Date at a rate per annum equal to the Five-Year U.S. Treasury Rate plus 2.75%.
The foregoing summary of the terms of the Underwriting Agreement and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Underwriting Agreement, (ii) the Indenture, and (iii) the form of Notes, which are exhibits to this Current Report on Form 8-K.
The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include securities repurchase programs, dividend payments, capital expenditures, working capital, repayment or reduction of long-term and short-term debt, redemption of outstanding long-term debt, short-term debt and preferred equity securities, and the financing of acquisitions. The Company has not identified the amounts it will spend on any specific purpose.
This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents attached as exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes in the Offering, and such exhibits are hereby incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number | | Description |
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| 1.1 | | Underwriting Agreement, dated as of May 18, 2022, between the Company, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens Capital Markets, Inc. |
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| 4.1 | | Base Indenture, dated as of September 28, 2012, between the Company and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.2 of Amendment No. 1 to Registration Statement on Form S-1, filed July 28, 2015). |
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| 4.2 | | Fifteenth Supplemental Indenture, dated as of May 23, 2022, between the Company and The Bank of New York Mellon |
