Citizens Financial Group Announces Private Exchange Offers for Five Series of Subordinated Notes Open to Certain Investors
Citizens is offering to exchange in five concurrent, but separate, private offers (the “Exchange Offers”) any and all of the five series of outstanding subordinated notes identified under “Title of Series of Old Notes” in the table below (collectively, the “Old Notes”) for (a) one of three new series of subordinated notes set forth opposite the applicable series of Old Notes under “Title of Series of New Notes” in the table below (collectively, the “New Notes”) and (b) solely with respect to the 4.300% Subordinated Notes due 2025, an additional cash payment, in each case, on the terms and subject to the conditions set forth in the Offering Memorandum dated
Description of the Old Notes |
|
Exchange
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Early
|
Total Consideration |
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CUSIP Number |
Title of Series
|
Principal Amount Outstanding |
Title of Series
|
Cash Amount |
New Notes Amount |
New Notes
|
Cash Amount |
New Notes Amount |
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75524RAA7 / U7535RAA4 |
4.150% Subordinated Notes due 2022 |
|
4.300% Fixed Rate Reset Subordinated Notes due 2031 |
N/A |
|
|
N/A |
|
|
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174610AC9 |
4.023% Subordinated Notes due 2024 |
|
4.300% Fixed Rate Reset Subordinated Notes due 2031 |
N/A |
|
|
N/A |
|
|
||
174610AK1 |
4.300% Subordinated Notes due 2025 |
|
4.300% Fixed Rate Reset Subordinated Notes due 2031 |
|
|
|
|
|
|
||
174610AL9 |
3.750% Subordinated Notes due 2024 |
|
3.750% Fixed Rate Reset Subordinated Notes due 2031 |
N/A |
|
|
N/A |
|
|
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174610AJ4 |
4.350% Subordinated Notes due 2025 |
|
4.350% Fixed Rate Reset Subordinated Notes due 2031 |
N/A |
|
|
N/A |
|
|
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The Exchange Offers will expire at
In exchange for each
In exchange for each
In addition to the applicable Exchange Consideration or Total Consideration, Eligible Holders whose Old Notes are accepted for exchange will be paid accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date. Interest will cease to accrue on the Settlement Date for all Old Notes accepted.
Each series of New Notes will mature on
Title of Series of New Notes |
Initial Rate |
4.300% Fixed Rate Reset Subordinated Notes due 2031 |
4.300% |
3.750% Fixed Rate Reset Subordinated Notes due 2031 |
3.750% |
4.350% Fixed Rate Reset Subordinated Notes due 2031 |
4.350% |
Citizens’ obligation to accept any series of Old Notes tendered in the Exchange Offers is subject to the satisfaction or waiver of certain conditions applicable to the Exchange Offer for such series as described in the Offering Memorandum. Citizens reserves the right, subject to applicable law, to waive any and all conditions to any Exchange Offer.
If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in
If Citizens terminates any Exchange Offer with respect to one or more series of Old Notes, it will give prompt notice to the Exchange Agent, and all Old Notes tendered pursuant to such terminated Exchange Offer will be returned promptly to the tendering holders thereof. With effect from such termination, any Old Notes blocked in DTC will be released.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers before the deadlines specified herein and in the Exchange Offer Documents. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Exchange Offer Documents.
This press release is for informational purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any Old Notes, and does not constitute an offer to sell, or a solicitation of an offer to purchase, any New Notes. The Exchange Offers are being made solely pursuant to the Offering Memorandum and related documents. The Exchange Offers are not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offers to be made by a licensed broker or dealer, the Exchange Offers will be deemed to be made on behalf of Citizens by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This communication is not a prospectus for the purposes of the Prospectus Regulation. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended, and includes any relevant implementing measure in any member state (“Member State”) of the European Economic Area (the “EEA”) which has implemented the Prospectus Regulation. PROHIBITION OF OFFERS TO EEA RETAIL INVESTORS. The New Notes are not intended to be offered or otherwise made available to and should not be offered or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering of the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO
In the
About
Forward-Looking Statements
This communication contains “forward-looking statements” — that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Statements with respect to the Exchange Offers are forward-looking statements, based on our current expectations for the transactions, and are subject to the risk that the transactions may not be completed in a timely manner or at all, and that the final terms of the transactions may differ, possibly materially, from those described in this press release due to future events. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise.
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