8-KCorporate ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Bylaw Amendment (Jul 9, 2021)

Filed July 9, 2021For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) filed an 8-K on July 9, 2021, to report significant changes to its corporate charter. The primary action detailed is the elimination of its 5.500% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A (Series A Preferred Stock) from its Amended and Restated Certificate of Incorporation. This action was preceded by the redemption of all outstanding shares of this Series A Preferred Stock on July 6, 2021. Furthermore, the company filed a Restated Certificate of Incorporation that not only reflects the elimination of the Series A Preferred Stock but also integrates the previously filed Certificates of Designations for its Series F and Series G preferred stock. These changes streamline the company's capital structure and its governing documents, primarily affecting the terms and conditions under which preferred stock can be issued.

Key Highlights

  • 1Citizens Financial Group (CFG) has officially eliminated its 5.500% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, from its corporate charter.
  • 2All outstanding shares of the Series A Preferred Stock were redeemed by the company on July 6, 2021.
  • 3A Certificate of Elimination was filed with the Secretary of State of Delaware on July 8, 2021, to formalize the removal of Series A Preferred Stock provisions.
  • 4A new Restated Certificate of Incorporation was filed on July 8, 2021.
  • 5The Restated Certificate of Incorporation also incorporates the details of the Series F and Series G preferred stock, consolidating charter information.
  • 6These actions indicate a strategic simplification of CFG's capital structure and corporate governance documents related to preferred stock.

Frequently Asked Questions

The primary impact for investors is the simplification of CFG's capital structure. The company has completed the elimination and redemption of its Series A Preferred Stock, removing it from its charter. This also means the terms and conditions associated with that specific series of preferred stock are no longer in effect.

While the 8-K filing does not explicitly state the reasons, common motivations for redeeming and eliminating preferred stock include optimizing the capital structure, reducing financing costs, or simplifying corporate governance. In this case, it appears to be a move towards streamlining their preferred stock offerings.

This specific filing primarily concerns the company's preferred stock and its corporate charter. It does not directly impact the rights or existing terms of CFG's common stock. However, a cleaner capital structure can indirectly benefit common shareholders through improved financial metrics and reduced complexity.

Filing a Restated Certificate of Incorporation consolidates all previous amendments and provisions into a single, clear document. In this instance, it serves to reflect the elimination of the Series A Preferred Stock and integrate the details of the Series F and Series G preferred stock, making the company's charter more current and easier to understand.