PROVIDENCE, R.I.--(BUSINESS WIRE)--Feb 11, 2019--Citizens Financial Group, Inc. (NYSE: CFG) today announced the pricing of senior unsecured note offerings by Citizens Bank, N.A. (the “Bank”) of $1.5 billion aggregate principal amount (collectively, the “Senior Notes”), consisting of:

$700 million 3.250% fixed-rate notes due 2022 (the “3.250% Senior Notes”)$300 million floating-rate notes due 2022 with an interest rate of 3-month LIBOR plus 0.72% (the “Floating Rate Senior Notes”)$500 million 3.750% fixed-rate notes due 2026 (the “3.750% Senior Notes”)

The Senior Notes are being offered under the Bank’s $10.0 billion Global Bank Note Program. The offerings are expected to close on February 14, 2019, subject to customary closing conditions. The Bank intends to use the net proceeds of the Senior Notes offerings for general corporate purposes.

Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Citizens Capital Markets, Inc., and Credit Suisse Securities (USA) LLC are acting as joint book-running managers for the 3.250% Senior Notes and the Floating Rate Senior Notes. J.P. Morgan Securities LLC, Barclays Capital Inc., Citizens Capital Markets, Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are acting as joint book-running managers for the 3.750% Senior Notes. Sandler O’Neill & Partners, L.P. is acting as co-manager for each series of Senior Notes.

The Senior Notes are not deposits and are neither insured nor approved by the Federal Deposit Insurance Corporation or any other government agency and are subject to investment risk, including the possible loss of principal. The Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being offered pursuant to an exemption from registration under the Securities Act provided by Section 3(a)(2) thereof. A purchaser of the Senior Notes, in making a purchase, will be deemed to have represented and agreed that it is an institution that is an accredited investor within the meaning of the SEC's Rule 501(a) under the Securities Act, that it is purchasing the Senior Notes for its own account or the account(s) of one or more other investors that are accredited investors and that it, or each of the other accredited investors, owning a beneficial interest in a Senior Note will hold an undivided beneficial interest in a principal amount of not less than $250,000 at all times.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the Senior Notes, nor shall there be any sale of the Senior Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $160.5 billion in assets as of December 31, 2018. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 2,900 ATMs and approximately 1,100 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services, including lending and deposits, capital markets, treasury services, foreign exchange and interest rate products, and asset finance. More information is available www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

Cautionary Statement About Forward-Looking StatementsThis news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on February 22, 2018.

CFG-IR

CONTACT: Media: Peter Lucht - 781.655.2289

Investors:Ellen A. Taylor - 203.900.6854

KEYWORD: UNITED STATES NORTH AMERICA RHODE ISLAND

INDUSTRY KEYWORD: PROFESSIONAL SERVICES BANKING FINANCE

SOURCE: Citizens Financial Group, Inc.

Copyright Business Wire 2019.

PUB: 02/11/2019 05:41 PM/DISC: 02/11/2019 05:41 PM

Copyright Business Wire 2019.