8-KLeadership ChangesOther EventsExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Nov 3, 2015)

Filed November 3, 2015For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

This Form 8-K filing from Citizens Financial Group, Inc. (CFG) on November 3, 2015, primarily announces an upcoming registered public offering of common stock. This offering involves the sale of 110,461,782 shares by a subsidiary of The Royal Bank of Scotland Group plc (RBS), acting as the Selling Stockholder. The offering is being conducted with a group of underwriters including Goldman, Sachs & Co., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Concurrently with this significant stock offering, a board director designated by RBS, Mr. Robert Gillespie, has informed the company of his intent to resign from the Board of Directors. His resignation is contingent upon the completion of the public offering. This event is notable as it signifies a further step in the separation of CFG from RBS, as the agreement under which he was designated terminates with the offering's completion. Mr. Gillespie's departure is stated to be without any disagreement with the company.

Key Highlights

  • 1Citizens Financial Group, Inc. (CFG) is participating in a registered public offering of 110,461,782 shares of its common stock.
  • 2The shares are being sold by a subsidiary of The Royal Bank of Scotland Group plc (RBS), identified as the Selling Stockholder.
  • 3The offering is being underwritten by a syndicate including Goldman, Sachs & Co., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
  • 4Mr. Robert Gillespie, a director designated by RBS, intends to resign from the CFG Board of Directors.
  • 5Mr. Gillespie's resignation is effective upon the completion of the aforementioned public offering.
  • 6The resignation is a result of the termination of the Separation and Shareholder Agreement between CFG and RBS upon the offering's completion.
  • 7There are no stated disagreements between Mr. Gillespie and the Company concerning his resignation.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce an upcoming registered public offering of Citizens Financial Group, Inc. (CFG) common stock, involving the sale of a significant number of shares by a subsidiary of RBS. It also reports the intended resignation of a board director appointed by RBS.

The shares are being sold by a subsidiary of The Royal Bank of Scotland Group plc (RBS), which is acting as the Selling Stockholder in this offering.

Mr. Robert Gillespie is resigning from the Board of Directors because his appointment was made by RBS under a specific Separation and Shareholder Agreement. This agreement terminates upon the completion of the public offering of CFG shares, thus triggering his resignation. The filing explicitly states that his resignation is not due to any disagreement with the company.

This offering represents a significant step in CFG's ongoing separation from RBS, allowing RBS to divest a substantial portion of its stake in CFG. The resignation of Mr. Gillespie further solidifies CFG's independence as it moves beyond its historical ties to RBS.