8-KOther Events

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Feb 24, 2021)

Filed February 24, 2021For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced on February 24, 2021, a proposed public offering of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G. The company initially intended to use a portion of the proceeds from this offering to redeem all outstanding shares of its Series A Non-Cumulative Perpetual Preferred Stock on April 6, 2021. This move would have been a strategic step in managing its capital structure and preferred stock obligations. However, due to shifts in market conditions on the same day the offering was announced, CFG determined that proceeding with both the offering and the redemption would no longer be economically favorable. Consequently, the company has decided not to price the offering and, as a direct result, will not redeem the Series A Preferred Stock as originally planned on April 6, 2021. Investors should note that any future decisions regarding the redemption of the Series A Preferred Stock will be communicated separately through a Form 8-K filing or a press release.

Key Highlights

  • 1Citizens Financial Group (CFG) announced a proposed public offering of Series G Preferred Stock.
  • 2The intended use of proceeds was to redeem all outstanding Series A Preferred Stock.
  • 3The redemption of Series A Preferred Stock was planned for April 6, 2021.
  • 4CFG determined the offering and redemption were no longer economically desirable due to changing market conditions on February 24, 2021.
  • 5The company decided not to price the Series G Preferred Stock offering.
  • 6As a result, the redemption of Series A Preferred Stock on April 6, 2021, will not occur.
  • 7Any future redemption plans for Series A Preferred Stock will be announced separately.

Frequently Asked Questions

The company proposed issuing Series G Preferred Stock with the intention of using a portion of the net proceeds to redeem its outstanding Series A Preferred Stock. This would have been a capital management strategy.

On the same day the offering was announced, market conditions changed, leading the company to determine that the offering and subsequent redemption would no longer be economically favorable.

The company has stated that it will not redeem the Series A Preferred Stock on April 6, 2021, as originally planned. Any future decisions or plans regarding the redemption of the Series A Preferred Stock will be announced separately via a Form 8-K filing or press release.

No, the filing explicitly states that it does not constitute an offer to sell the Series G Preferred Stock.