8-KOther EventsExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (May 23, 2022)

Filed May 23, 2022For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced the completion of a $400 million offering of 5.641% Fixed-Reset Subordinated Notes due 2037. This issuance, detailed in an 8-K filing dated May 23, 2022, is a strategic move to bolster the company's financial flexibility. The notes bear a fixed interest rate of 5.641% until May 21, 2032, after which the rate will reset based on the Five-Year U.S. Treasury Rate plus a spread of 2.75% until maturity. The proceeds from this offering are intended for general corporate purposes, which can encompass a wide range of strategic initiatives including share repurchases, dividend payments, capital expenditures, working capital needs, debt reduction, and potential acquisitions. The flexibility in the use of proceeds allows CFG to adapt to market conditions and pursue growth opportunities as they arise.

Key Highlights

  • 1CFG successfully issued $400 million in 5.641% Fixed-Reset Subordinated Notes due 2037.
  • 2The offering was conducted under the company's existing shelf registration statement.
  • 3The notes have a fixed interest rate of 5.641% for the initial 10-year period.
  • 4The interest rate will reset on May 21, 2032, to the Five-Year U.S. Treasury Rate plus 2.75%.
  • 5Net proceeds are designated for general corporate purposes, offering strategic flexibility.
  • 6Potential uses of proceeds include debt repayment, share repurchases, dividends, and acquisitions.
  • 7The issuance was facilitated by a syndicate of prominent underwriters, including BofA Securities, Goldman Sachs, J.P. Morgan, and Morgan Stanley.

Frequently Asked Questions

This 8-K filing announces the completion of Citizens Financial Group's $400 million offering of 5.641% Fixed-Reset Subordinated Notes due 2037. It also includes key documents related to this offering, such as the Underwriting Agreement and the Supplemental Indenture.

The net proceeds from the offering are intended for general corporate purposes. This includes a broad range of potential uses such as share repurchase programs, dividend payments, capital expenditures, working capital, repayment or reduction of debt, and financing acquisitions.

The notes carry a fixed interest rate of 5.641% per annum from the date of issuance until May 21, 2032. After this 'Reset Date,' the interest rate will adjust annually to the Five-Year U.S. Treasury Rate plus a spread of 2.75% until the maturity date in 2037.

Subordinated notes generally rank lower in priority than senior debt in the event of bankruptcy or liquidation. 'Fixed-Reset' indicates that the interest rate is fixed for an initial period and then will be reset based on a benchmark rate (the Five-Year U.S. Treasury Rate) plus a spread for the remaining term of the notes.