8-KOther EventsExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Jan 23, 2024)

Filed January 23, 2024For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced on January 23, 2024, the successful completion of a $1.25 billion offering of Senior Notes due 2030. These notes carry a fixed interest rate of 5.841% for the initial five-year period, transitioning to a floating rate (SOFR plus 2.01%) for the final year until maturity. This offering was conducted under the company's existing shelf registration statement. The net proceeds from this offering are earmarked for general corporate purposes. These purposes are broadly defined and may include activities such as share repurchases, dividend payments, capital expenditures, debt repayment, and potential acquisitions. The company has not specified the exact allocation of these funds across these various potential uses.

Key Highlights

  • 1Completed a $1.25 billion Senior Notes offering due January 23, 2030.
  • 2Notes carry a fixed rate of 5.841% until January 23, 2029.
  • 3Interest rate shifts to SOFR + 2.01% from January 23, 2029, to January 23, 2030.
  • 4Proceeds will be used for general corporate purposes, including debt reduction, dividends, and share buybacks.
  • 5The offering was made under the company's existing Form S-3 shelf registration statement.
  • 6Key underwriters include Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Citizens JMP Securities, LLC.

Frequently Asked Questions

This 8-K filing primarily announces the completion of Citizens Financial Group's $1.25 billion Senior Notes offering and provides details regarding the terms of the notes and the underwriting agreement. It also incorporates certain exhibits into the company's effective shelf registration statement.

The company intends to use the net proceeds for general corporate purposes. This broad category may include share repurchases, dividend payments, capital expenditures, working capital needs, repayment or reduction of existing debt (both long-term and short-term), redemption of outstanding debt and preferred equity, investments in or extensions of credit to subsidiaries, and financing of acquisitions. The specific allocation among these uses has not been detailed.

The Senior Notes due 2030 have a unique interest rate structure. From the issuance date (January 23, 2024) up to January 23, 2029, the notes will bear a fixed interest rate of 5.841% per annum. Thereafter, from January 23, 2029, to the maturity date (January 23, 2030), the interest rate will become floating, calculated based on SOFR plus a spread of 2.01%.

The offering was managed by a syndicate of underwriters, with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Citizens JMP Securities, LLC acting as the representatives of the several underwriters.