UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On February 24, 2021, Citizens Financial Group, Inc. (the “Company”) announced the launch of a proposed public offering (the “Offering”) of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G (the “Series G Preferred Stock”). The Offering is subject to pricing, which has not yet occurred. If the Offering is priced and proceeds to closing, the Company intends to use a portion of the net proceeds from the sale of the Series G Preferred Stock to redeem all outstanding shares of its Series A Non-Cumulative Perpetual Preferred Stock, $1,000 liquidation preference per share (the “Series A Preferred Stock”), on the dividend payment date on April 6, 2021.
The pricing of the Offering, and thus whether the redemption of the Series A Preferred Stock will occur, is subject to market conditions and other considerations. There is no assurance that the Offering will price and close or that the Company will decide to redeem the Series A Preferred Stock, or, if it does, the amount to be redeemed and the timing of the redemption. If the Company decides to redeem the Series A Preferred Stock, it intends to announce its decision by press release and an appropriate notice of redemption following the closing of the Offering.
The Offering is described in the Company’s preliminary prospectus supplement dated February 24, 2021, which was filed with the Securities and Exchange Commission today.
This Current Report on Form 8-K does not constitute an offer to sell the Series G Preferred Stock.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the completion of, and the use of proceeds from, the Offering, including the redemption of the Series A Preferred Stock. These statements are based upon the Company’s current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond the Company’s control). Actual results may differ, possibly materially, from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth under “Risk Factors” beginning on page 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Citizens Financial Group, Inc. (Registrant) | ||||||
| Date: February 24, 2021 | By: | /s/ Stephen T. Gannon | ||||
| Name: | Stephen T. Gannon | |||||
| Title: | Executive Vice President, General Counsel and Chief Legal Officer | |||||
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