8-KOther Events

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Mar 25, 2022)

Filed March 25, 2022For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced on March 25, 2022, that it has received regulatory approval from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency to complete its previously announced acquisition of Investors Bancorp, Inc. (Investors). This significant development brings the acquisition closer to finalization, with an anticipated closing date in mid-April 2022, subject to the satisfaction of customary closing conditions. This approval is a key milestone for Citizens' growth strategy, aiming to expand its market presence and capabilities through the integration of Investors Bancorp. Investors should monitor the closing process closely and be aware of potential integration challenges and the realization of anticipated benefits, as outlined in the company's cautionary statements.

Key Highlights

  • 1Citizens Financial Group (CFG) has received regulatory approval from the Federal Reserve and OCC for its acquisition of Investors Bancorp.
  • 2The acquisition is anticipated to close by mid-April 2022.
  • 3Closing of the acquisition is contingent upon the satisfaction of customary closing conditions.
  • 4The filing includes a press release detailing the regulatory approval and acquisition status.
  • 5CFG's forward-looking statements highlight various risks and uncertainties associated with the integration of Investors Bancorp, including potential delays, cost overruns, and failure to realize expected synergies.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce that Citizens Financial Group, Inc. (CFG) has received the necessary regulatory approvals from the Federal Reserve and the Office of the Comptroller of the Currency to proceed with its acquisition of Investors Bancorp, Inc.

Citizens Financial Group anticipates that the acquisition will close by mid-April 2022, provided that all customary closing conditions are met.

The filing highlights several risks, including the possibility that anticipated cost savings and revenue synergies may not be realized, integration challenges and delays, potential termination of the merger agreement, increased costs to complete the transaction, dilution from stock issuance, and general economic or competitive factors. The ongoing COVID-19 pandemic is also noted as a potential risk.

Further information regarding Citizens, Investors, and factors that could affect forward-looking statements can be found in their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2021, and other filings with the SEC. The press release attached as Exhibit 99.1 to this 8-K also provides details.