Citizens Financial Group Announces Expiration and Expiration Date Results of its Private Exchange Offers for Five Series of Subordinated Notes
Exchange Offers
The transaction consists of five concurrent, but separate, private offers to exchange (the “Exchange Offers”) any and all of Citizens’ outstanding series of subordinated notes under “Title of Series of Old Notes” described in the table below (collectively, the “Old Notes”) for (i) 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 (ii) 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 |
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CUSIP Number |
Title of Series of Old Notes |
Principal Amount
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Title of Series
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Principal Amount of Old Notes
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75524RAA7 / U7535RAA4 |
4.150% Subordinated Notes due 2022 |
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4.300% Fixed Rate Reset Subordinated Notes due 2031 |
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174610AL9 |
3.750% Subordinated Notes due 2024 |
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3.750% Fixed Rate Reset Subordinated Notes due 2031 |
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174610AC9 |
4.023% Subordinated Notes due 2024 |
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4.300% Fixed Rate Reset Subordinated Notes due 2031 |
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174610AJ4 |
4.350% Subordinated Notes due 2025 |
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4.350% Fixed Rate Reset Subordinated Notes due 2031 |
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174610AK1 |
4.300% Subordinated Notes due 2025 |
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4.300% Fixed Rate Reset Subordinated Notes due 2031 |
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The Exchange Offers expired at
Upon the terms and subject to the conditions set forth in the Exchange Offer Documents, Citizens expects that it will issue approximately (i)
In addition to the applicable Total Consideration (as defined in the Offering Memorandum), Eligible Holders (as defined below) 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.
If and when issued, the New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. Therefore, the New Notes may not be offered or sold in
Only holders who had duly completed and returned an eligibility certification certifying that they were either (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”) or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) that (a) are located outside of
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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