8-KOther EventsExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (Mar 5, 2025)

Filed March 5, 2025For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced the successful completion of a $750 million offering of 5.253% Fixed/Floating Rate Senior Notes due 2031. This issuance, finalized on March 5, 2025, was conducted under a previously established shelf registration. The notes carry a fixed interest rate of 5.253% until March 5, 2030, after which they will transition to a floating rate based on SOFR plus a spread of 1.259% until maturity. The company intends to use the net proceeds from this offering for general corporate purposes. This broad allocation may include activities such as share repurchases, dividend payments, capital expenditures, debt reduction, and potential acquisitions. While specific allocation amounts are not detailed, the flexibility in using these funds indicates a strategic approach to capital management and growth initiatives.

Key Highlights

  • 1Completion of a $750 million senior notes offering due 2031.
  • 2Fixed interest rate of 5.253% for the initial five-year period (March 2025 - March 2030).
  • 3Floating rate structure based on SOFR + 1.259% for the final year (March 2030 - March 2031).
  • 4Underwriting syndicate includes major financial institutions: Citigroup, Goldman Sachs, J.P. Morgan, Morgan Stanley, and Citizens JMP Securities.
  • 5Net proceeds to be used for general corporate purposes, offering flexibility.
  • 6Potential uses of proceeds include debt reduction, share repurchases, dividends, and acquisitions.

Frequently Asked Questions

Citizens Financial Group, Inc. has completed an offering of $750 million aggregate principal amount of senior notes due 2031.

The notes carry a fixed interest rate of 5.253% per annum from March 5, 2025, to March 5, 2030. From March 5, 2030, to March 5, 2031, the interest rate will be floating, calculated as SOFR plus a spread of 1.259%.

The company intends to use the net proceeds for general corporate purposes, which can include various strategic activities such as securities repurchases, dividend payments, capital expenditures, working capital needs, debt repayment, and financing acquisitions. Specific allocation amounts for each purpose have not been identified.

The offering was underwritten by a syndicate led by Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Citizens JMP Securities, LLC.