Summary
This 8-K filing by Citizens Financial Group, Inc. (CFG) on October 25, 2018, primarily announces the issuance of its 6.375% Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C. The filing details the establishment of this new preferred stock series through a Certificate of Designations, which outlines its liquidation preference, dividend terms, and associated rights and limitations. Crucially for investors, the issuance of Series C Preferred Stock introduces restrictions on the company's ability to declare or pay dividends on, or repurchase, its common stock or other junior stock if dividends on the Series C Preferred Stock are not met. Similarly, the company's ability to pay full dividends on parity preferred stock is limited if partial dividends are declared on the Series C Preferred Stock. The report also includes the underwriting agreement for the public offering of 300,000 shares of this preferred stock and related legal opinions.
Key Highlights
- 1Citizens Financial Group, Inc. has issued 6.375% Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C.
- 2The issuance of Series C Preferred Stock was formalized via a Certificate of Designations filed on October 24, 2018.
- 3Dividends on common stock and other junior securities are restricted if dividends on Series C Preferred Stock are not paid.
- 4Full dividend payments on parity preferred stock may be restricted if partial dividends are declared on Series C Preferred Stock.
- 5CFG entered into an underwriting agreement for the public offering of 300,000 shares of Series C Preferred Stock.
- 6The filing incorporates by reference the underwriting agreement and legal opinions concerning the preferred stock issuance.