Citizens Financial offers to trade five series for new notes due 2031

By Wendy Van Sickle

Columbus, Ohio, Jan. 12 – Citizens Financial Group, Inc. began offers to exchange five series of its outstanding subordinated notes for one of three new series of subordinated notes, plus cash in the case of one series, according to a press release.

The following notes are covered by the offer, with the total exchange consideration listed per $1,000 principal amount of existing notes tendered for exchange:

• $181,927,000 of outstanding 4.15% subordinated notes due 2022 (Cusip: 75524RAA7) for $930 of 4.3% fixed-rate reset subordinated notes due Feb. 11, 2031;

• $25.2 million of outstanding 4.023% subordinated notes due 2024 (Cusip: 174610AC9) for $970 of 4.3% fixed-rate reset subordinated notes due Feb. 11, 2031;

• $450,162,000 of outstanding 4.3% subordinated notes due 2025 (Cusip: 174610AK1) for $1,000 of 4.3% fixed-rate reset subordinated notes due Feb. 11, 2031 plus $5 in cash;

• $158,629,000 of outstanding 3.75% subordinated notes due 2024 (Cusip: 174610AL9) for $1,000 of 3.75% fixed-rate reset subordinated notes due Feb. 11, 2031; and

• $194,016,000 of outstanding 4.35% subordinated notes due 2025 (Cusip: 174610AJ4) for $1,000 of 4.35% fixed-rate reset subordinated notes due Feb. 11, 2031.

In each case, the total consideration includes an early participation premium of $30 principal amount of news notes that will be paid only to holders who tender their notes for exchange by the early deadline, 5 p.m. ET on Jan. 26, which is also the withdrawal deadline.

The offers will expire at 11:59 p.m. ET on Feb. 9.

Settlement is expected to occur on Feb. 11.

The offers are open only to holders who have certified that they are either qualified institutional buyers or non-U.S. persons as defined in Rule 144A under the Securities Act of 1933.

Global Bondholder Services Corp. (866 470-3800 or 212 430-3774) is the information and exchange agent.

Citizens is a Providence, R.I.-based retail bank holding company.

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