8-KOther EventsExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Apr 25, 2024)

Filed April 25, 2024For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced on April 25, 2024, the completion of a $750 million offering of 6.645% Fixed/Floating Rate Senior Notes due 2035. These notes were issued under an indenture, with interest accruing at a fixed rate of 6.645% for the first ten years and transitioning to a floating rate based on SOFR plus a spread thereafter. The offering was conducted under the company's existing shelf registration statement. The net proceeds from this issuance are intended for general corporate purposes. This broad designation includes potential uses such as share repurchases, dividend payments, capital expenditures, debt repayment, and potential acquisitions. Investors should note that specific allocation details for these proceeds have not been identified at this time, indicating flexibility in the company's capital management strategy.

Key Highlights

  • 1Completion of $750 million senior notes offering due 2035.
  • 2The notes carry a fixed interest rate of 6.645% for the initial 10-year period.
  • 3Interest rate transitions to a SOFR-based floating rate plus 2.325% for the final year.
  • 4Proceeds will be used for general corporate purposes, offering flexibility in capital allocation.
  • 5Potential uses include share repurchases, dividends, debt reduction, and acquisitions.
  • 6The offering was conducted under CFG's existing Form S-3 shelf registration statement.

Frequently Asked Questions

Citizens Financial Group completed the issuance of $750 million in aggregate principal amount of senior notes that mature on April 25, 2035.

The notes bear a fixed interest rate of 6.645% per annum from April 25, 2024, to April 25, 2034. From April 25, 2034, to April 25, 2035, the interest rate will be a floating rate based on SOFR plus 2.325%.

The net proceeds are intended for general corporate purposes. This may include, but is not limited to, securities repurchase programs, dividend payments, capital expenditures, working capital, repayment of debt, and financing acquisitions. The company has not identified specific amounts for any particular use.

The notes were issued pursuant to the company's Registration Statement on Form S-3 (File Number: 333-260150) dated October 8, 2021, as supplemented by a Prospectus Supplement dated April 18, 2024, and a free writing prospectus filed on April 18, 2024.