STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2015

Equity [Abstract]

STOCKHOLDERS EQUITY

STOCKHOLDERS’ EQUITY

Preferred Stock

As of March 31, 2015, the Company had 100,000,000 authorized shares of $25.00 par value undesignated preferred stock. The Board of Directors or any authorized committee thereof are authorized to provide for the issuance of these shares in one or more series, and by filing a certificate pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof.

There were no shares of preferred stock issued and outstanding as of March 31, 2015 or December 31, 2014; however, on April 6, 2015, the Company issued $250 million, or 250,000 shares, 5.500% fixed-to-floating rate non-cumulative perpetual Series A Preferred Stock, par value of $25.00 per share with a liquidation preference $1,000 per share (the “Preferred Stock”) to the initial purchasers in reliance on the exemption from registration provided by Section (4)(a)(2) of the Securities Act of 1933, as amended, for resale pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Preferred Stock accrues dividends, on a non-cumulative, semi-annual basis, beginning on April 6, 2015, at an annual rate equal to 5.500% to, but excluding, April 6, 2020, after which time it converts to a quarterly floating-rate basis equal to three-month LIBOR plus 3.960%. Citizens may redeem the Preferred Stock, subject to regulatory approval, on or after April 6, 2020 or at any time within 90 days of a regulatory capital treatment event. See Note 23 “Subsequent Events” for further information.

Treasury Stock

During the three months ended March 31, 2015, the Company recorded 804,507 shares of treasury stock. These shares were withheld from share-based compensation plan activity to satisfy employee tax withholding obligations, for a total cost of $21 million at a weighted-average price per share of $25.38.

On April 7, 2015, the Company used the net proceeds of the Preferred Stock offering described above to repurchase 10,473,397 shares of its common stock from RBS at a total cost of approximately $250 million and a price per share of $23.87, which further reduced RBS’ remaining ownership interest to 40.8%. The repurchased shares are held in treasury. Pursuant to the repurchase agreement dated April 1, 2015, the purchase price per share was the volume-weighted average price of the Company’s common stock for all traded volume over the five trading days preceding the repurchase agreement date. See Note 23 “Subsequent Events” for further information.