8-KOther Events

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jun 4, 2021)

Filed June 4, 2021For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced on June 4, 2021, a proposed public offering of a new series of preferred stock, Series G. The key investor takeaway from this filing is that the company plans to use a portion of the proceeds from this offering, if successfully priced and closed, to redeem all of its outstanding Series A Non-Cumulative Perpetual Preferred Stock on July 6, 2021. This move suggests a strategic financial restructuring aimed at optimizing the company's capital structure. Investors should note that the completion of both the Series G preferred stock offering and the subsequent redemption of the Series A preferred stock are contingent upon market conditions and other factors. There is no guarantee that the offering will proceed or that the redemption will occur as planned. The company has indicated that any decision to redeem will be communicated via press release and a formal notice. This filing serves to inform the market about these potential capital transactions and is not an offer to sell the new preferred stock.

Key Highlights

  • 1Citizens Financial Group (CFG) announced a proposed public offering of Series G Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock.
  • 2The company intends to use proceeds from the Series G offering to redeem all outstanding Series A Non-Cumulative Perpetual Preferred Stock.
  • 3The redemption of Series A Preferred Stock is targeted for the dividend payment date on July 6, 2021, subject to the offering's successful pricing and closing.
  • 4Both the offering and the redemption are subject to market conditions and other considerations, with no assurance of completion.
  • 5A preliminary prospectus supplement related to the Series G offering was filed with the SEC on June 4, 2021.
  • 6This Form 8-K filing is for informational purposes and does not constitute an offer to sell the Series G Preferred Stock.

Frequently Asked Questions

The main purpose of this filing is to announce Citizens Financial Group's proposed public offering of a new series of preferred stock (Series G) and its intention to use the proceeds to redeem its existing Series A preferred stock.

Not necessarily. The redemption of the Series A preferred stock is contingent on the successful pricing and closing of the Series G preferred stock offering, which in turn depends on market conditions. There is no guarantee that either the offering or the redemption will occur.

If the Series G offering is successfully completed and the company proceeds with the redemption, the planned date for the redemption of all outstanding Series A preferred stock is the dividend payment date on July 6, 2021.

More information can be found in the Company's preliminary prospectus supplement dated June 4, 2021, which was filed with the Securities and Exchange Commission.