8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 26, 2021

CITIZENS FINANCIAL GROUP, INC.

 (Exact name of the registrant as specified in its charter)

Delaware	001-36636	05-0412693
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

         One Citizens Plaza

          Providence, RI                                  02903

    (Address of principal executive offices)                        (Zip Code)

Registrant’s telephone number, including area code: (401) 456-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	CFG	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D	CFG PrD	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E	CFG PrE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

On May 26, 2021, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing that Citizens Bank, N.A. has entered into an agreement to acquire 80 East Coast branches and the national online deposit business from HSBC Bank U.S.A, N.A.. The Company also posted a presentation providing additional information on the transaction on its website at https://investor.citizensbank.com/about-us/investor-relations/events-and-presentations/2021.aspx.

The press release and presentation are attached as Exhibits 99.1 and 99.2, respectively. The information furnished pursuant to Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01   Financial Statements and Exhibits.

 

	Exhibit Number	Description
(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated May 26, 2021
	Exhibit 99.2	Citizens Financial Group, Inc. presentation dated May 26, 2021
	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS FINANCIAL GROUP, INC.
By:	/s/ John F. Woods
	John F. Woods
	Vice Chairman and Chief Financial Officer

Date:  May 26, 2021

EX-99.1

Media: Peter Lucht — 781.655.2289 Investors: Kristin Silberberg — 203.900.6854 Citizens Financial Group, Inc. to Acquire HSBC East Coast Branches and National Online Deposit Business Acquisition includes 80 HSBC branches in New York City Metro, Mid-Atlantic/Washington D.C. and Southeast Florida with approximately $9.0 billion in deposits and $2.2 billion in loans PROVIDENCE, RI (May 26, 2021) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today announced that Citizens Bank, N.A. has entered into an agreement to acquire 80 East Coast branches and the national online deposit business from HSBC Bank U.S.A, N.A.. Under the agreement, Citizens will acquire approximately $9.0 billion in deposits and approximately $2.2 billion in loans for a 2.0 percent premium paid on deposits at closing. The transaction is expected to be immediately accretive to Citizens’ earnings per share and generate an internal rate of return of approximately 20 percent. The branch acquisition extends Citizens’ physical presence to several attractive markets and adds approximately 800 thousand new customers. “This transaction provides us with an attractive entry into the important New York City Metro, Washington D.C. and Southeast Florida markets,” said Chairman and CEO Bruce Van Saun. “With a sizable customer base and a solid deposit franchise, this acquisition will serve as a springboard for our consumer national expansion strategy. In addition, the $7 billion net deposit position provides us significant long-term funding flexibility in support of our attractive loan growth opportunities.” “We are excited to welcome the HSBC employees and customers to Citizens,” said Brendan Coughlin, Citizens Head of Consumer Banking. “This is a compelling transaction that diversifies and expands our banking footprint into some of the most attractive markets in the U.S. It complements our existing franchise and helps advance our digital-first national expansion strategy, giving us a strong foundation to drive further growth and gain scale. We look forward to serving these new customers and showing them all that Citizens can do for them.” The 80 branch purchase includes 66 locations in the New York City Metro area, 9 locations in the Mid-Atlantic/Washington D.C. area, and 5 locations in Southeast Florida. The branches to be acquired will operate as HSBC branches until closing and will be re-branded as Citizens branches immediately upon closing of the transaction. This transaction is expected to close in the first quarter of 2022, subject to customary closing terms and conditions and regulatory approvals. Morgan Stanley & Co., LLC served as financial advisor and Debevoise & Plimpton LLP served as legal counsel to Citizens. Additional Information A presentation providing additional information on the transaction is available at https://investor.citizensbank.com/about- us/investor-relations/events-and-presentations/2021.aspx

Citizens Financial Group, Inc. 2 Cautionary Statement About Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: 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. Uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include the failure to consummate this transaction or to make or take any filing or other action required to consummate any such transaction on a timely matter or at all. These or other uncertainties may cause our actual future results to be materially different from those expressed in our forward-looking statements. 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 for the year ended December 31, 2020 as filed with the United States Securities and Exchange Commission. About Citizens Financial Group, Inc. Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $187.2 billion in assets as of March 31, 2021. 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 3,000 ATMs and approximately 1,000 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 a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook. CFG-IR

EX-99.2

Citizens’ Acquisition of East Coast Branches and National Online Deposits from HSBC May 26, 2021 Expanding the Footprint in Key Strategic Markets with Significant Opportunity for Growth

2 Forward-looking statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: 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. Uncertainties that could cause our actual results to be materially different than those expressed in our forward‐looking statements  include the failure to consummate this transaction or to make or take any filing or other action required to consummate any such transaction on a timely matter or at all. These or other uncertainties may cause our actual future results to  be materially different from those expressed in our forward‐looking statements. 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 for the year ended December 31, 2020 as filed with the United States Securities and Exchange Commission.

3 Savings 56% Checking 42% CDs 2% New York Metro 63% Mid-Atlantic 3% Florida 3% Online Deposits 31% Acquisition of HSBC East Coast Branches & Online Deposits  Citizens to acquire East Coast branches and national online deposit business from HSBC ─ ~$9.0B deposits ─ ~$2.2B loans; ~80% residential real estate secured  2% premium paid on deposits at closing  Immediately EPS accretive; IRR ~20%  CET1 impact of ~24 bps  Transaction expected to close in 1Q22 subject to regulatory approvals  Anticipate simultaneous closing and conversion Summary of transaction Compelling strategic benefits  Provides entry into attractive metro markets and enhances East Coast presence with 80 branches ─ NYC Metro (66), Mid-Atlantic/D.C. (9), Southeast FL (5) ─ ~800K retail customers, adding to existing 6.6 million retail customers nationwide  Springboard for national expansion strategy  Onboarding valuable low-cost deposits; ~9 bp average cost of deposits in 1Q21  Pro-forma period end LDR improves from ~81% at 3/31/21 to ~78% with transaction  Offers funding flexibility in support of Citizens’ attractive loan growth opportunities $2.2B Loans $9.0B Deposits Residential Real Estate Secured 80% Credit Card 8% Small Business 7% Other 5% Acquired deposits and loans Deposits by geography

4 Acquisition of HSBC East Coast Branches & Online Deposits HSBC acquired branches MD PA VA NJ DE FL Pro-forma geographic footprint NY PA NH VA NJ ME WV OH DE MI VT MA CT MD RI HSBC Branches Acquired CFG Footprint New York Metro Southeast Florida Mid-Atlantic/D.C. Southeast Florida Source: SNL Financial, Florida locations for CFG represent wealth centers

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Document and Entity Information Document	May 26, 2021
Document and Entity Information [Line Items]
Entity Registrant Name	CITIZENS FINANCIAL GROUP INC/RI
Amendment Flag	false
Entity Central Index Key	0000759944
Document Type	8-K
Document Period End Date	May 26, 2021
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36636
Entity Tax Identification Number	05-0412693
Entity Address, Address Line One	One Citizens Plaza
Entity Address, City or Town	Providence
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	401
Local Phone Number	456-7000
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	CFG
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
Trading Symbol	CFG PrD
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	CFG PrE
Security Exchange Name	NYSE