Citizens Financial Group Announces Exchange Offers for Certain Series of Notes Issued in Connection with Prior Private Exchange Offers – Business Wire

PROVIDENCE, R.I.–()–Citizens Financial Group, Inc. (“Citizens”) (NYSE: CFG) today announced the commencement of its offers to exchange four series of its outstanding unregistered subordinated notes.

Upon the terms and subject to the conditions set forth in the prospectus and the accompanying letter of transmittal, Citizens is offering to exchange in four concurrent, but separate, offers (the “Exchange Offers”) any and all of the four series of subordinated notes identified under “Title of Series of Original Notes” in the table below (collectively, the “Original Notes”), for a like principal amount of subordinated notes of the same series that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), as described under “Title of Series of Exchange Notes” in the table below (collectively, the “Exchange Notes”).

Description of the Original Notes

Description of the Exchange Notes

CUSIP

Number

Title of Series of Original Notes

Principal

Amount

Outstanding

CUSIP

Number

Title of Series of Exchange Notes

174610AV7 / U1745PAE9

2.638% Subordinated Notes due 2032

$

620,555,000

174610AW5

2.638% Subordinated Notes due 2032

174610AZ8

4.300% Fixed Rate Reset

Subordinated Notes due 2031

$

134,632,000

174610BA2

4.300% Fixed Rate Reset

Subordinated Notes due 2031

174610BB0

4.350% Fixed Rate Reset

Subordinated Notes due 2031

$

60,547,000

174610BC8

4.350% Fixed Rate Reset

Subordinated Notes due 2031

174610AX3

3.750% Fixed Rate Reset

Subordinated Notes due 2031

$

68,710,000

174610AY1

3.750% Fixed Rate Reset

Subordinated Notes due 2031

The Exchange Offers will expire at 5:00 p.m. (Eastern time) on June 23, 2021, unless extended or earlier terminated by Citizens (such date and time, as the same may be extended or earlier terminated with respect to any or all series of Exchange Notes (as defined below), the “Expiration Date”). In order to be exchanged, an Original Note must be validly tendered and not validly withdrawn at or prior to the applicable Expiration Date, and accepted by Citizens. The “Settlement Date” with respect to the Exchange Offers will be promptly following the Expiration Date and is expected to be June 25, 2021.

The terms of each series of Exchange Notes are identical to the terms of the corresponding Original Notes of such series, except that the transfer restrictions and registration rights applicable to the Original Notes do not apply to the Exchange Notes.

The Exchange Offers are being made pursuant to the terms and subject to the conditions set forth in a prospectus filed with the Securities and Exchange Commission and dated May 25, 2021 (as the same may be amended or supplemented, the “Prospectus”).

The Bank of New York Mellon will act as Exchange Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Prospectus may be directed to The Bank of New York Mellon at (315) 414-3034. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers.

If Citizens terminates any Exchange Offer with respect to one or more series of Original Notes, it will give prompt notice to the Exchange Agent, and all Original Notes tendered pursuant to such terminated Exchange Offer will be returned promptly to the tendering holders thereof. With effect from such termination, any Original Notes blocked in DTC will be released.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Original Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers before the deadlines specified herein and in the Exchange Offer Documents. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Exchange Offer Documents.

This press release is for informational purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any Original Notes, and does not constitute an offer to sell, or a solicitation of an offer to purchase, any Exchange Notes. The Exchange Offers are being made solely pursuant to the Prospectus and related documents. The Exchange Offers are not being made to holders of Original Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

This communication is not a prospectus for the purposes of the Prospectus Regulation. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended, and includes any relevant implementing measure in any member state (“Member State”) of the European Economic Area (the “EEA”) which has implemented the Prospectus Regulation. PROHIBITION OF OFFERS TO EEA RETAIL INVESTORS. The New Notes are not intended to be offered or otherwise made available to and should not be offered or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering of the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The New Notes are not intended to be offered or otherwise made available to and should not be offered or otherwise made available to any retail investor in the UK. For these purposes: the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

In the United Kingdom, this press release is being distributed only to, and is directed only at qualified investors within the meaning of Article 2(e) of the Prospectus Regulation as it forms a part of domestic law by virtue of the EUWA who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), and/ or (ii) high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order, which persons together we refer to in this press release as “relevant persons.” Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This press release must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this press release relates is only available to, and will be engaged in with, relevant persons only.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $187.2 billion in assets as of March 31, 2021. 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. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,000 ATMs and approximately 1,000 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities.

Forward-Looking Statements

This communication contains “forward-looking statements” — that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Statements with respect to the Exchange Offers are forward-looking statements, based on our current expectations for the transactions, and are subject to the risk that the transactions may not be completed in a timely manner or at all, and that the final terms of the transactions may differ, possibly materially, from those described in this press release due to future events. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise.

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